Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Nov. 02, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
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		78,381,807
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

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 488,416	$ 39,946
Accounts receivable, net	25,553	49,728
Inventories	34,180	33,163
Prepaid expenses and other current assets	14,619	46,312
Total current assets	562,768	169,149
Property and equipment, at cost	3,274,442	3,209,521
Accumulated depreciation	(1,584,140)	(1,476,059)
Property and equipment, net	1,690,302	1,733,462
Goodwill, net	66,278	66,278
Trade names/trademarks, net	157,000	157,000
Right of use assets-operating leases	137,708	141,438
Deferred tax assets, net	21,181	19,013
Other assets, net	14,944	14,178
Total assets	2,650,181	2,300,518
Current liabilities:
Accounts payable and accrued expenses	143,153	131,503
Current maturities of long-term debt, including revolving credit facility of $50,000 as of December 31, 2019	15,505	65,505
Operating lease obligations	3,805	3,896
Accrued salaries, wages and benefits	12,124	15,499
Deferred revenue	129,164	104,416
Other accrued liabilities	47,530	81,841
Total current liabilities	351,281	402,660
Long-term debt, net	2,179,549	1,482,619
Long-term operating lease obligations	121,089	124,339
Deferred tax liabilities, net	24,232	42,773
Other liabilities	40,551	37,235
Total liabilities	2,716,702	2,089,626
Commitments and contingencies (Note 10)
Stockholders’ (Deficit) Equity:
Preferred stock, $0.01 par value—authorized, 100,000,000 shares, no shares issued or outstanding at September 30, 2020 and December 31, 2019
Common stock, $0.01 par value—authorized, 1,000,000,000 shares; 94,433,197 and 94,044,203 shares issued at September 30, 2020 and December 31, 2019, respectively	944	940
Additional paid-in capital	674,108	673,893
Accumulated other comprehensive loss		(1,559)
Accumulated deficit	(326,264)	(59,479)
Treasury stock, at cost (16,260,248 and 15,790,463 shares at September 30, 2020 and December 31, 2019, respectively)	(415,309)	(402,903)
Total stockholders’ (deficit) equity	(66,521)	210,892
Total liabilities and stockholders’ equity	$ 2,650,181	$ 2,300,518

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current maturities of long-term debt	$ 15,505	$ 65,505
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	94,433,197	94,044,203
Treasury stock, shares	16,260,248	15,790,463
Revolving Credit Facility [Member]
Current maturities of long-term debt		$ 50,000

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Net revenues:
Total revenues	$ 106,117	$ 473,666	$ 277,704	$ 1,100,233
Costs and expenses:
Cost of food, merchandise and other revenues	9,298	37,843	23,555	87,062
Operating expenses (exclusive of depreciation and amortization shown separately below)	91,337	175,634	283,385	495,917
Selling, general and administrative expenses	24,335	64,632	72,393	174,601
Severance and other separation costs	2,581	1,207	2,655	3,839
Depreciation and amortization	38,052	40,822	114,006	120,325
Total costs and expenses	165,603	320,138	495,994	881,744
Operating (loss) income	(59,486)	153,528	(218,290)	218,489
Other income, net	(2)	(86)	(15)	(138)
Interest expense	28,145	21,463	69,206	64,063
(Loss) income before income taxes	(87,629)	132,151	(287,481)	154,564
(Benefit from) provision for income taxes	(8,392)	34,123	(20,696)	40,905
Net (loss) income	(79,237)	98,028	(266,785)	113,659
Other comprehensive (loss) income:
Unrealized gain (loss) on derivatives, net of tax		374	1,559	(4,556)
Comprehensive (loss) income	$ (79,237)	$ 98,402	$ (265,226)	$ 109,103
(Loss) earnings per share:
(Loss) earnings per share, basic	$ (1.01)	$ 1.25	$ (3.41)	$ 1.40
(Loss) earnings per share, diluted	$ (1.01)	$ 1.24	$ (3.41)	$ 1.39
Weighted average common shares outstanding:
Basic	78,154	78,164	78,153	81,003
Diluted	78,154	78,804	78,153	81,738
Admissions [Member]
Net revenues:
Total revenues	$ 63,087	$ 268,048	$ 163,368	$ 624,789
Food, Merchandise and Other [Member]
Net revenues:
Total revenues	$ 43,030	$ 205,618	$ 114,336	$ 475,444

Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive (Loss) Income [Member]	Treasury Stock, at Cost [Member]
Beginning Balance at Dec. 31, 2018	$ 265,194	$ 934	$ 663,834	$ (148,955)	$ 2,284	$ (252,903)
Beginning Balance, shares at Dec. 31, 2018		93,400,929
Equity-based compensation	3,198		3,198
Unrealized gain (loss) on derivatives, net of tax	(2,064)				(2,064)
Vesting of restricted shares		$ 4	(4)
Vesting of restricted shares, shares		440,646
Shares withheld for tax withholdings	(3,606)	$ (1)	(3,605)
Shares withheld for tax withholdings, shares		(132,886)
Exercise of stock options	715		715
Exercise of stock options, shares		39,928
Adjustments to previous dividend declarations	3		3
Net income (Loss)	(37,020)			(37,020)
Ending Balance at Mar. 31, 2019	226,420	$ 937	664,141	(185,975)	220	(252,903)
Ending Balance, shares at Mar. 31, 2019		93,748,617
Beginning Balance at Dec. 31, 2018	265,194	$ 934	663,834	(148,955)	2,284	(252,903)
Beginning Balance, shares at Dec. 31, 2018		93,400,929
Unrealized gain (loss) on derivatives, net of tax	(4,556)
Net income (Loss)	113,659
Ending Balance at Sep. 30, 2019	231,703	$ 940	671,234	(35,296)	(2,272)	(402,903)
Ending Balance, shares at Sep. 30, 2019		94,012,743
Beginning Balance at Mar. 31, 2019	226,420	$ 937	664,141	(185,975)	220	(252,903)
Beginning Balance, shares at Mar. 31, 2019		93,748,617
Equity-based compensation	4,084		4,084
Unrealized gain (loss) on derivatives, net of tax	(2,866)				(2,866)
Vesting of restricted shares		$ 1	(1)
Vesting of restricted shares, shares		57,642
Shares withheld for tax withholdings	(362)		(362)
Shares withheld for tax withholdings, shares		(12,536)
Exercise of stock options	1,620	$ 1	1,619
Exercise of stock options, shares		91,248
Adjustments to previous dividend declarations	1		1
Repurchase of treasury shares	(150,000)					(150,000)
Net income (Loss)	52,651			52,651
Ending Balance at Jun. 30, 2019	131,548	$ 939	669,482	(133,324)	(2,646)	(402,903)
Ending Balance, shares at Jun. 30, 2019		93,884,971
Equity-based compensation	1,162		1,162
Unrealized gain (loss) on derivatives, net of tax	374				374
Vesting of restricted shares		$ 1	(1)
Vesting of restricted shares, shares		83,697
Shares withheld for tax withholdings	(653)	$ (1)	(652)
Shares withheld for tax withholdings, shares		(23,186)
Exercise of stock options	1,243	$ 1	1,242
Exercise of stock options, shares		67,261
Adjustments to previous dividend declarations	1		1
Net income (Loss)	98,028			98,028
Ending Balance at Sep. 30, 2019	231,703	$ 940	671,234	(35,296)	(2,272)	(402,903)
Ending Balance, shares at Sep. 30, 2019		94,012,743
Beginning Balance at Dec. 31, 2019	$ 210,892	$ 940	673,893	(59,479)	(1,559)	(402,903)
Beginning Balance, shares at Dec. 31, 2019	94,044,203	94,044,203
Equity-based compensation	$ (3,601)		(3,601)
Unrealized gain (loss) on derivatives, net of tax	704				704
Vesting of restricted shares		$ 4	(4)
Vesting of restricted shares, shares		410,807
Shares withheld for tax withholdings	(3,160)	$ (1)	(3,159)
Shares withheld for tax withholdings, shares		(121,089)
Exercise of stock options	203		203
Exercise of stock options, shares		11,096
Adjustments to previous dividend declarations	1		1
Repurchase of treasury shares	(12,406)					(12,406)
Net income (Loss)	(56,519)			(56,519)
Ending Balance at Mar. 31, 2020	136,114	$ 943	667,333	(115,998)	(855)	(415,309)
Ending Balance, shares at Mar. 31, 2020		94,345,017
Beginning Balance at Dec. 31, 2019	$ 210,892	$ 940	673,893	(59,479)	(1,559)	(402,903)
Beginning Balance, shares at Dec. 31, 2019	94,044,203	94,044,203
Unrealized gain (loss) on derivatives, net of tax	$ 1,559
Net income (Loss)	(266,785)
Ending Balance at Sep. 30, 2020	$ (66,521)	$ 944	674,108	(326,264)		(415,309)
Ending Balance, shares at Sep. 30, 2020	94,433,197	94,433,197
Beginning Balance at Mar. 31, 2020	$ 136,114	$ 943	667,333	(115,998)	(855)	(415,309)
Beginning Balance, shares at Mar. 31, 2020		94,345,017
Equity-based compensation	3,320		3,320
Unrealized gain (loss) on derivatives, net of tax	855				$ 855
Vesting of restricted shares		$ 1	(1)
Vesting of restricted shares, shares		71,530
Shares withheld for tax withholdings	(154)		(154)
Shares withheld for tax withholdings, shares		(8,987)
Exercise of stock options	15		15
Exercise of stock options, shares		818
Net income (Loss)	(131,029)			(131,029)
Ending Balance at Jun. 30, 2020	9,121	$ 944	670,513	(247,027)		(415,309)
Ending Balance, shares at Jun. 30, 2020		94,408,378
Equity-based compensation	3,484		3,484
Vesting of restricted shares, shares		18,818
Shares withheld for tax withholdings	(36)		(36)
Shares withheld for tax withholdings, shares		(1,999)
Exercise of stock options	147		147
Exercise of stock options, shares		8,000
Net income (Loss)	(79,237)			(79,237)
Ending Balance at Sep. 30, 2020	$ (66,521)	$ 944	$ 674,108	$ (326,264)		$ (415,309)
Ending Balance, shares at Sep. 30, 2020	94,433,197	94,433,197

Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019
Repurchase of treasury shares, shares		469,785		5,615,874
Accumulated Other Comprehensive (Loss) Income [Member]
Unrealized loss on derivatives, tax (benefit) expense	$ 318	$ 254	$ 137	$ (1,055)	$ (744)

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash Flows From Operating Activities:
Net (loss) income	$ (266,785)	$ 113,659
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	114,006	120,325
Amortization of debt issuance costs and discounts	3,279	2,622
Deferred income tax (benefit) provision	(21,305)	39,705
Equity-based compensation	3,203	8,444
Other, including loss on sale or disposal of assets, net	326	3,770
Changes in assets and liabilities:
Accounts receivable	30,391	5,817
Inventories	(1,001)	(919)
Prepaid expenses and other current assets	(742)	5,058
Accounts payable and accrued expenses	6,856	3,775
Accrued salaries, wages and benefits	(3,375)	(4,505)
Deferred revenue	24,973	15,483
Other accrued liabilities	3,659	109
Right-of-use assets and operating lease obligations	418	370
Other assets and liabilities	(1,552)	(30)
Net cash (used in) provided by operating activities	(107,649)	313,683
Cash Flows From Investing Activities:
Capital expenditures	(75,715)	(152,880)
Other investing activities, net		24
Net cash used in investing activities	(75,715)	(152,856)
Cash Flows From Financing Activities:
Proceeds from issuance of senior secured notes, net	713,658
Repayments of long-term debt	(11,629)	(11,629)
Proceeds from draws on revolving credit facility	272,500	269,000
Repayments of revolving credit facility	(322,500)	(249,000)
Purchase of treasury stock	(12,406)	(150,000)
Payment of tax withholdings on equity-based compensation through shares withheld	(3,350)	(4,621)
Exercise of stock options	365	3,578
Debt issuance costs	(2,467)
Other financing activities	(1,861)	(572)
Net cash provided by (used in) financing activities	632,310	(143,244)
Change in Cash and Cash Equivalents, including Restricted Cash	448,946	17,583
Cash and Cash Equivalents, including Restricted Cash—Beginning of period	40,925	35,007
Cash and Cash Equivalents, including Restricted Cash—End of period	489,871	52,590
Supplemental Disclosure of Noncash Investing and Financing Activities:
Capital expenditures in accounts payable	33,925	26,260
Right-of-use assets obtained in exchange for financing lease obligations	208	$ 1,230
Other financing arrangements	$ 2,837

Description of the Business and Basis of Presentation

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Description of the Business and Basis of Presentation

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

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

Impact of Global COVID-19 Pandemic

In response to the global COVID-19 pandemic, and in compliance with government restrictions, the Company temporarily closed all of its theme parks effective March 16, 2020. Beginning in June 2020, the Company began the phased reopening of some of its parks with enhanced health, safety and sanitizing measures, capacity limitations, modified/limited operations, reduced hours and/or reduced operating days. In particular, on June 6, the Company’s Aquatica park in Texas reopened; on June 11, all five of the Company’s Florida parks reopened; on June 19, its SeaWorld park in Texas reopened; on July 24, its Sesame Place park in Pennsylvania reopened; on August 5, its Busch Gardens park in Virginia reopened, and on August 28, its SeaWorld park in California reopened on a limited basis, following California guidance for reopening zoos. The Company continues to monitor guidance from state authorities to determine when it can open certain rides and attractions in California; until then, and the Company expects to continue to operate the park on a limited basis. Additionally, during the third quarter, the state of Virginia had a state mandated capacity restriction of 1,000 guests at a time which significantly restricted attendance for the Company’s Busch Gardens park in that state. On October 29, 2020, the state of Virginia revised its theme park guidance and modified the methodology for calculating capacity at theme parks. The Company estimates that this will allow capacity at this park to increase from 1,000 guests to approximately 4,000 guests at a time. The Company was unable to open its Aquatica water park in California or its Water Country USA water park in Virginia for the 2020 operating season. The Company continues to operate all of its reopened parks with enhanced health, safety and sanitizing measures, capacity limitations, modified/limited operations and reduced operating days and/or operating hours. The Company also continues to monitor guidance from, and engage with, federal, state and local authorities and may adjust its plans accordingly.

Since the global COVID-19 pandemic began, the Company has taken proactive measures for the safety of its guests, employees and animals, to manage costs and expenditures, and to maximize liquidity in response to the temporary park closures and limited reopenings related to COVID-19. Some of these measures included, but are not limited to, (i) increased its revolving credit commitments on March 10th; (ii) issued first-priority senior secured notes and second-priority senior secured notes to raise additional capital and further enhance available liquidity; (iii) entered into amendments to its existing senior secured credit facilities to amend its financial covenants (see Note 6–Long-Term Debt for details); (iv) furloughed approximately 95% of its employees upon closing all of its parks; (v) obtained payroll tax credits and deferred certain social security payroll taxes under the CARES act; (vi) reduced executive officers’ base salary by 20%; (vii) eliminated and/or deferred all non-essential operating expenses at all of its parks and corporate headquarters while the parks were closed and actively managing operating expenses as the parks reopen; (viii) eliminated substantially all advertising and marketing spend while the parks were closed and strategically managing marketing spend as parks reopen; (ix) substantially reduced or deferred all capital expenditures starting in March 2020 (other than minimal essential capital expenditures) while the parks were closed and postponed to 2021 the opening of rides that were still under construction and scheduled to open in 2020; (x) worked with certain of its vendors and other business partners to manage, defer, and/or abate certain costs and payments and; (xi) added additional levels of review and approval for payments and cash disbursements which remains in place. Concurrent with the reopening of some of its parks, the Company began to prudently bring some employees back from furlough. Some of the Company’s employees remain on furlough while others have been transitioned from a furloughed status to a permanent layoff. See Note 13–Severance and Other Separation Costs for additional disclosure. The Company will continue to monitor the impact of the COVID-19 pandemic and may adjust its plans accordingly.

The COVID-19 pandemic, resulting park closures and limited park reopenings have had, and are likely to continue to have, a material impact on the Company’s financial results. Federal, state and local governments have taken unprecedented measures to prevent the spread of COVID-19 in the population, including at times placing severe restrictions on social gatherings.

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, 2019 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, 2019 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, 2020 or any future period due to the seasonal nature of the Company’s operations. Prior to the COVID-19 pandemic, the Company historically generated its highest revenues in the second and third quarters of each year and typically incurred a net loss in the first and fourth quarters, in part because seven of its theme parks are typically only open for a portion of the year. The results of operations for the three and nine months ended September 30, 2020 were materially impacted by the global COVID-19 pandemic which ultimately led to the temporary park closures effective on March 16, 2020. The timing of these park closures fell during historically high volume spring break and summer weeks. For the vast majority of the second quarter, all of the Company’s parks were closed with phased, reduced capacity reopenings beginning in June as discussed previously. Attendance since the parks have reopened has been impacted by, among other factors, capacity limitations, modified/limited operations, fewer operating days and/or reduced hours per week versus the prior year, limited marketing spend and a limited events line-up.

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 as well as reviews for potential impairment of assets, including other long-lived assets. Estimates are based on various factors including current and historical trends, as well as other pertinent industry data. The Company regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes. Actual results could differ from those estimates. Based on the uncertainty relating to the COVID-19 pandemic, including but not limited to the extent, duration and impact of park closures, limited park reopenings, capacity limitations due to social distancing guidelines, public sentiment on social gatherings, travel and attendance patterns, potential supply chain disruptions and additional actions which could be taken by government authorities to manage the pandemic, the Company is not certain of the ultimate impact the COVID-19 pandemic could have on its estimates, business or results of operations for the year ending December 31, 2020.

Segment Reporting

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

Restricted Cash

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

	September 30,		December 31,
	2020		2019
	(In thousands)
Cash and cash equivalents	$	488,416	$	39,946
Restricted cash, included in other current assets		1,455		979
Total cash, cash equivalents and restricted cash	$	489,871	$	40,925

Revenue Recognition

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

As a result of the temporary park closures due to the global COVID-19 pandemic, the Company upgraded some of its pass products and extended pass expiration dates for at least the equivalent period the related parks were closed. As a result, the Company adjusted its estimated redemption and recognition patterns to reflect the fact that there was no attendance during the park closures and accordingly the Company did not recognize revenue from these admission products while the parks were closed. For passes under installment plans that have transitioned to a month to month basis, payments received during the closure period were recorded as deferred revenue and are recognized as revenue once the parks reopen, which may not necessarily reflect attendance patterns for these guests. Accordingly, for these passes, the Company temporarily pauses monthly charges as the parks reopen for the equivalent period the parks were closed.

The Company estimates a redemption rate using historical and forecasted growth rates and attendance trends by park for similar products. Due to the temporary park closures, the Company evaluated the estimates and assumptions used in its future estimated redemption rates for these products based on forecasted and actual attendance patterns as parks reopen. Attendance trends factor in seasonality and are adjusted based on actual trends periodically, including to reflect recent trends. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park.

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

Deferred revenue primarily includes revenue associated with pass products, 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’s performance and expected to be recognized in future periods. As a result of the temporary park closures, the Company extended some product expiration dates and estimated a long-term portion of deferred revenue related to these products of approximately $1.1 million, which is reflected in the table which follows. The Company’s estimate of the long-term portion of deferred revenue related to such products factors in certain judgements and assumptions by park and product type, including, but not limited to, the reopening schedules and expected timing of attendance by mix of guests.

At September 30, 2020 and December 31, 2019, $10.5 million and $10.0 million, respectively, related to the long-term portion of deferred revenue included in other liabilities in the accompanying unaudited condensed consolidated balance sheets relates to the Company’s international agreement, as discussed in the following section. The Company expects to recognize revenue related to its international agreement over the term of the respective license agreement beginning when substantially all of the services have been performed, which is expected to be upon opening.

The following table reflects the Company’s deferred revenue balance as of September 30, 2020 and December 31, 2019:

	September 30,		December 31,
	2020		2019
	(In thousands)
Deferred revenue, including long-term portion	$	140,741	$	114,416
Less: Deferred revenue, long-term portion, included in other liabilities		11,577		10,000
Deferred revenue, short-term portion	$	129,164	$	104,416

International Agreements

The Company has received $10.0 million in deferred revenue recorded in other liabilities related to a nonrefundable payment received from a partner in connection with a project in the Middle East (the “Middle East Project”) to provide certain services pertaining to the planning and design of the Middle East Project, with funding received expected to offset internal expenses. Approximately $5.7 million and $5.0 million of costs incurred related to the Middle East Project are recorded in other assets in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019, respectively. The Company has recognized an asset for the costs incurred to fulfill the contract as the costs are specifically identifiable, enhance resources that will be used to satisfy performance obligations in the future and are expected to be recovered. The related deferred revenue and expense will begin to be recognized when substantially all of the services have been performed. The Company continually monitors performance on the contract and will make adjustments, if necessary. Construction for the Middle East Project is on track and scheduled to be completed by the end of 2022. There is no assurance that the Middle East Project will be completed or open to the public.

In March 2017, the Company entered into certain agreements with an affiliate of ZHG Group, to provide design, support and advisory services for various potential projects and grant certain exclusive rights (collectively, the “ZHG Agreements”). In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed. For the nine months ended September 30, 2019, the Company recorded approximately $1.7 million which is included in food, merchandise and other revenue in the accompanying unaudited condensed consolidated statements of comprehensive (loss) income related to the ZHG Agreements. There were no amounts recorded as revenue related to the ZHG Agreements in the three or nine months ended September 30, 2020 or in the three months ended September 30, 2019. See Note 9–Related-Party Transactions for additional disclosures.

Goodwill, Other Indefinite-Lived Intangible Assets and Other Long-Lived Assets

During the nine month period ended September 30, 2020, due to the temporary park closures effective March 16, 2020 and the limited park reopenings resulting from the global COVID-19 pandemic discussed above, the Company identified triggering events and qualitatively evaluated its goodwill and other indefinite-lived intangible assets for further impairment analysis. These qualitative evaluations included certain judgements and assumptions related to the impact of the temporary park closures, the extent and duration of capacity limitations, the expected attendance levels and number of operating days/hours and the significant excess of historical fair values over carrying values and determined that, no further impairment analysis was warranted. As such, the Company did not record an impairment of goodwill and other indefinite-lived intangible assets during the nine month period ended September 30, 2020. Additionally, using similar assumptions, the Company evaluated certain other long-lived assets, including its right of use assets for impairment and determined that, based on the significant excess estimated undiscounted cash flows over carrying values, there was no impairment of other long-lived assets.

If the Company’s current assumptions, including those around the impact of the global COVID-19 pandemic and its projections of future cash flows and financial performance, as well as the economic outlook are not achieved, the Company may be required to record impairment charges in future periods, whether in connection with the Company’s next annual impairment testing, or on an interim basis, if any such change constitutes a triggering event outside of the quarter when the Company regularly performs its annual impairment test. It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material.

Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2020

Accounting Changes And Error Corrections [Abstract]

Recent Accounting Pronouncements

2. RECENT ACCOUNTING PRONOUNCEMENTS

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

Recently Implemented Accounting Standards

On January 1, 2020, the Company adopted the following Accounting Standards Updates (“ASUs”) which had no material impact on its unaudited condensed consolidated financial statements or disclosures:

•

ASU 2016-02, Leases (Topic 842): On April 10, 2020, the FASB staff issued guidance stating that entities may elect to account for lease concessions related to the effects of the COVID-19 pandemic as though the rights and obligations for those concessions existed as of the commencement of the contract rather than as a lease modification. Lessees may make the election for any lessor-provided lease concession related to the impact of the COVID-19 pandemic as long as the concession does not result in a substantial increase in the rights of the lessor or in the obligations of the lessee. The Company has made such election. The Company has received immaterial rent concessions and has not entered into any lease modifications as of September 30, 2020. As such, this election did not have a material impact on the Company’s consolidated financial statements nor the related disclosures.

•

ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), requires the immediate recognition of estimated credit losses expected to occur over the life of financial assets rather than the current incurred loss impairment model that recognizes losses when a probability threshold is met. ASU 2016-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those fiscal years. The adoption of this ASU did not have a material impact on the Company’s unaudited condensed consolidated financial statements or disclosures.

During 2019, the Company adopted the following ASU:

•

ASU 2016-02, Leases (Topic 842): This ASU is intended to provide enhanced transparency and comparability by requiring lessees to record right of use assets and corresponding lease liabilities on the balance sheet. The new guidance required the Company to continue to classify leases as either operating or financing, with classification affecting the pattern of expense recognition in the income statement. The Company was also required to disclose qualitative and quantitative information about leasing arrangements to enable financial statement users to assess the amount, timing and uncertainty of cash flows arising from leases. The Company adopted the ASU using a modified retrospective method that did not require the prior period information to be restated. The ASU also provided a number of optional provisions, known as practical expedients, which companies may elect to adopt to facilitate implementation. The Company elected a package of practical expedients which, among other items, precluded the Company from needing to reassess 1) whether any expired or existing contracts are or contain leases, 2) the lease classification of any expired or existing leases, and 3) initial direct costs for any existing leases. The Company elected not to implement the practical expedient related to hindsight to determine lease terms. Due to the implementation of selected practical expedients, there was no cumulative effect adjustment to beginning retained earnings as of January 1, 2019.

During 2019, the Company also adopted the following ASUs which had no material impact on its unaudited condensed consolidated financial statements or disclosures:

•

ASU 2018-09, Codification Improvements

•

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

•

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

•

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

Recently Issued Accounting Standards

The Company is currently evaluating the impact of the following recently issued ASUs:

•

ASU 2020-04, Reference Rate Reform (Topic 848), provides optional transition guidance to ease the potential accounting burden associated with transitioning away from the London Interbank Offered Rate (“LIBOR”), with optional expedients related to the application of GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The provisions of this ASU are effective upon issuance and can be applied prospectively through December 31, 2022. Companies can apply this ASU immediately, but application is through December 31, 2020. The Company is evaluating the impact of LIBOR on its existing contracts, but does not expect that this ASU will have a material impact on its consolidated financial statements or related disclosures.

•

ASU 2019-12, Simplifying the Accounting for Income Taxes, simplifies various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for the Company beginning January 1, 2021. Early adoption requires adoption of all amendments in the same period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating ASU 2019-12 but does not expect that this ASU will have a material impact on its consolidated financial statements or related disclosures.

(Loss) Earnings per Share

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

(Loss) Earnings per Share

3. (LOSS) EARNINGS PER SHARE

(Loss) earnings per share is computed as follows:

	For the Three Months Ended September 30,
	2020								2019
	Net Loss			Shares		Per Share Amount			Net Income		Shares		Per Share Amount
	(In thousands, except per share amounts)
Basic (loss) earnings per share	$	(79,237	)		78,154	$	(1.01	)	$	98,028		78,164	$	1.25
Effect of dilutive incentive-based awards					—							640
Diluted (loss) earnings per share	$	(79,237	)		78,154	$	(1.01	)	$	98,028		78,804	$	1.24

	For the Nine Months Ended September 30,
	2020								2019
	Net Loss			Shares		Per Share Amount			Net Income		Shares		Per Share Amount
	(In thousands, except per share amounts)
Basic (loss) earnings per share	$	(266,785	)		78,153	$	(3.41	)	$	113,659		81,003	$	1.40
Effect of dilutive incentive-based awards					—							735
Diluted (loss) earnings per share	$	(266,785	)		78,153	$	(3.41	)	$	113,659		81,738	$	1.39

In accordance with the Earnings Per Share Topic of the ASC, basic (loss) earnings per share is computed by dividing net (loss) 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 (loss) 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 (loss) 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. There were approximately 2,533,000 and 2,195,000 potentially dilutive shares excluded from the computation of diluted loss per share during the three and nine months ended September 30, 2020, respectively, as their effect would have been anti-dilutive due to the Company’s net loss in those periods. During the three and nine months ended September 30, 2019, there were approximately 394,000 and 300,000 anti-dilutive shares of common stock excluded from the computation of diluted earnings per share, respectively. The Company’s outstanding performance-vesting restricted awards of approximately 1,452,000 and 2,085,000 as of September 30, 2020 and 2019, respectively, are considered contingently issuable shares and are excluded from the calculation of diluted (loss) earnings per share until the performance measure criteria is met as of the end of the reporting period.

Income Taxes

9 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

Income Taxes

4. INCOME TAXES

Income tax expense or benefit is recognized based on the Company’s estimated annual effective tax rate which is based upon the tax rate expected for the full calendar year applied to the pretax income or loss of the interim period. The Company’s consolidated effective tax rate for the three and nine months ended September 30, 2020 was 9.6% and 7.2%, respectively, and differs from the statutory federal income tax rate of 21% primarily due to valuation allowance adjustments on federal and state net operating loss carryforwards, a valuation adjustment on certain federal tax credits and charitable contributions, changes in state tax rates, and other permanent items including equity-based compensation. The Company’s consolidated effective tax rate for the three and nine months ended September 30, 2019 was 25.8% and 26.5%, respectively, and differs from the statutory federal income tax rate of 21% primarily due to state income taxes, a valuation allowance adjustment on state net operating loss carryforwards and other permanent items including equity-based compensation.

Due to the uncertainty of realizing the benefit from deferred tax assets, tax positions are reviewed at least quarterly by assessing future expected taxable income from all sources. The Company has recorded a valuation allowance of approximately $7.0 million for federal tax credits and approximately $1.0 million for charitable contributions as of September 30, 2020. Separately, the Company has recorded a valuation allowance for certain state net operating loss carryforwards of approximately $7.8 million and $5.2 million, net of federal tax benefit, on the deferred tax assets related to those state net operating losses as of September 30, 2020 and December 31, 2019, respectively.

The Company has determined that there are no positions currently taken that would rise to a level requiring an amount to be recorded or disclosed as an unrecognized tax benefit. If such positions do arise, it is the Company’s intent that any interest or penalty amount related to such positions will be recorded as a component of the income tax provision (benefit) in the applicable period.

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

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Other Accrued Liabilities

9 Months Ended

Sep. 30, 2020

Payables And Accruals [Abstract]

Other Accrued Liabilities

5. OTHER ACCRUED LIABILITIES

Other accrued liabilities at September 30, 2020 and December 31, 2019, consisted of the following:

	September 30,		December 31,
	2020		2019
	(In thousands)
Accrued interest	$	16,305	$	573
Accrued property taxes		10,783		1,189
Self-insurance reserve		7,673		7,488
Accrued legal settlement		—		65,000
Other		12,769		7,591
Total other accrued liabilities	$	47,530	$	81,841

As of September 30, 2020, accrued interest above primarily relates to interest associated with the first-priority senior secured notes issued in April 2020, for which interest is paid bi-annually in November and May, and the second-priority senior secured notes issued in August 2020, for which interest is paid in February and August. See further discussion in Note 6–Long-Term Debt.

As of December 31, 2019, accrued legal settlement above is related to a previously disclosed legal settlement which was paid, net of insurance proceeds, during the nine months ended September 30, 2020. See further discussion in Note 10–Commitments and Contingencies.

Long-Term Debt

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Long-Term Debt

6. LONG-TERM DEBT

Long-term debt as of September 30, 2020 and December 31, 2019 consisted of the following:

	September 30,			December 31,
	2020			2019
	(In thousands)
Term B-5 Loans (effective interest rate of 3.75% and 4.80% at September 30, 2020 and December 31, 2019, respectively)	$	1,496,254		$	1,507,883
Revolving Credit Facility (effective interest rate of 4.35% at December 31, 2019)		—			50,000
Second-Priority Senior Notes (interest rate of 9.50% at September 30, 2020)		500,000			—
Senior Notes (interest rate of 8.75% at September 30, 2020)		227,500			—
Total long-term debt		2,223,754			1,557,883
Less: discounts and debt issuance costs		(28,700	)		(9,759	)
Less: current maturities		(15,505	)		(65,505	)
Total long-term debt, net	$	2,179,549		$	1,482,619

SEA is the borrower under the senior secured credit facilities, as amended pursuant to a credit agreement (the “Amended Credit Agreement”) dated as of December 1, 2009, as the same may be amended, restated, supplemented or modified from time to time (the “Senior Secured Credit Facilities”).

On March 10, 2020, SEA entered into an amendment, Amendment No. 10 (the “Amendment No. 10”) to its Amended Credit Agreement. Pursuant to Amendment No. 10, SEA increased the revolving credit commitments available under the Amended Credit Agreement from $210.0 million to an aggregate of $332.5 million. On April 19, 2020 and on July 29, 2020, respectively, SEA entered into Amendment No. 11, (the “Amendment No. 11”) and Amendment No. 12, (the “Amendment No. 12”) to its Amended Credit Agreement to amend certain provisions therein. See further discussion in the Restrictive Covenants section which follows.

Senior Secured Credit Facilities

As of September 30, 2020, the Senior Secured Credit Facilities consisted of $1.5 billion in Term B-5 Loans which will mature on March 31, 2024 and a $332.5 million revolving credit facility (the “Revolving Credit Facility”), which was not drawn upon as of September 30, 2020, and will mature on October 31, 2023. The outstanding balance on the Revolving Credit Facility as of December 31, 2019 was included in current maturities of long-term debt in the accompanying unaudited condensed consolidated balance sheets due to the Company’s intent at that time to repay the borrowings.

The Term B-5 Loans amortize in equal quarterly installments in an aggregate annual amount equal to 1.015% of the original principal amount of the Term B-5 Loans outstanding on the effective date of October 31, 2018, with the balance payable on the final maturity date. SEA may voluntarily repay amounts outstanding under the Senior Secured Credit Facilities at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. SEA is also required to prepay the outstanding Term B-5 Loans, subject to certain exceptions, under certain circumstances, as defined in the Senior Secured Credit Facilities.

As of September 30, 2020, SEA had approximately $21.2 million of outstanding letters of credit, leaving approximately $311.3 million available for borrowing under the Revolving Credit Facility.

First-Priority Senior Secured Notes

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

The Senior Notes mature on May 1, 2025 and have interest payment dates of May 1 and November 1 with the first interest payment due on November 1, 2020. On or after May 1, 2022, SEA may redeem the Senior 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 Senior 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 Senior Notes with amounts equal to the net cash proceeds of certain equity offerings at a redemption price of 108.375%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

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

Second-Priority Senior Secured Notes

On August 5, 2020, SEA closed on a private offering of $500.0 million aggregate principal amount of 9.500% second-priority senior secured notes due 2025 (the “Second-Priority Senior Notes”). Net of expenses related to the offering of the Second-Priority Senior Notes and Amendment No. 12 to the Credit Agreement, the Company used a portion of the proceeds from the issuance of the Second-Priority Senior Notes to repay the then outstanding borrowings of $311.0 million under the Revolving Credit Facility.

The Second-Priority Senior Notes mature on August 1, 2025 and have interest payment dates of February 1 and August 1 with the first interest payment due on February 1, 2021. On or after February 1, 2022, SEA may redeem the Second-Priority Senior 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 February 1 of the years as follows: (i) in 2022 at 104.75%; (ii) in 2023 at 102.375%; 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 Second-Priority Senior 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 Second-Priority Senior Notes with amounts equal to the net cash proceeds of certain equity offerings at a redemption price of 109.50%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

At any time prior to February 1, 2022, SEA may, (i) during the twelve month period commencing on the issue date and (ii) during the period subsequent to such twelve month period and prior to February 1, 2022, redeem in each period up to 10.0% of the initial aggregate principal amount of the Second-Priority Senior Notes at a redemption price equal to 103% of the aggregate principal amount of the Second-Priority Senior Notes to be redeemed plus accrued and unpaid interest, if any, to but excluding the redemption date; provided, that if SEA does not redeem 10.0% of the initial aggregate principal amount of Second-Priority Senior Notes during the twelve month period commencing on the issue date, SEA may, in the subsequent period prior to February 1, 2022, redeem the Second-Priority Senior Notes in an amount that does not exceed 10.0% of the initial aggregate principal amount plus the difference between (x) 10.0% of the initial aggregate principal amount and (y) the aggregate principal amount of Second-Priority Senior Notes that were redeemed in such twelve month period.

The Second-Priority Senior 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.

In connection with the issuance of the Senior Notes and Second-Priority Senior Notes, and as a result of Amendment No. 10, Amendment No. 11 and Amendment No. 12, SEA recorded discounts and fees of approximately $13.6 million and $21.4 million during the three and nine months ended September 30, 2020, respectively.

Restrictive Covenants

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

The Revolving Credit Facility requires that the Company comply with a springing maximum first lien secured leverage ratio of 6.25x to be tested as of the last day of any fiscal quarter, solely to the extent that on such date the aggregate amount of funded loans and letters of credit (excluding undrawn letters of credit in an amount not to exceed $30.0 million and cash collateralized letters of credit) under the Revolving Credit Facility exceeds an amount equal to 35% of the then outstanding commitments under the Revolving Credit Facility. Pursuant to Amendment No. 12, among other terms, SEA will be exempt from complying with its first lien secured leverage ratio covenant through the end of 2021, after which SEA will be required to comply with such covenant starting in the first quarter of 2022. For purposes of calculating compliance with such covenant, unless a Triggering Event occurs (as defined in Amendment No. 12), beginning with the first quarter of 2022, to the extent trailing Adjusted EBITDA (as defined in Amendment No. 12) for the second, third or fourth quarters of 2021 would have otherwise been included in the calculation of such covenant, in lieu of using actual Adjusted EBITDA for such periods, Adjusted EBITDA for such applicable periods will be deemed to be actual Adjusted EBITDA (as defined in Amendment No. 12) for the corresponding quarter of 2019. In addition, SEA will be required to comply with a quarterly minimum liquidity test (defined as unrestricted cash and cash equivalents and available commitments under the Revolving Credit Facility) of not less than $75.0 million until the earlier of September 30, 2022 or the date on which the Company elects to use the actual Adjusted EBITDA for purposes of calculating its financial maintenance covenant. SEA will also be restricted from paying certain dividends or making other restricted payments through the third quarter of 2022 unless certain conditions are met.

Long-term debt at September 30, 2020 is repayable as follows and does not include the impact of any future voluntary prepayments:

Years Ending December 31:	(In thousands)
Remainder of 2020	$	3,876
2021		15,505
2022		15,505
2023		15,505
2024		1,445,863
Thereafter		727,500
Total	$	2,223,754

Interest Rate Swap Agreements

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

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

Cash paid for interest relating to the Senior Secured Credit Facilities and the Interest Rate Swap Agreements, net of amounts capitalized, as applicable, was $51.0 million and $61.2 million in the nine months ended September 30, 2020 and 2019, respectively.

Derivative Instruments and Hedging Activities

9 Months Ended

Sep. 30, 2020

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

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

In May 2020, the Company’s Interest Rate Swap Agreements expired, as such, the Company did not have any derivative instruments outstanding as of September 30, 2020. As of December 31, 2019, the Company did not have any derivatives outstanding that were not designated in hedge accounting relationships.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives were to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily used interest rate swaps at times as part of its interest rate risk management strategy. During the nine months ended September 30, 2020 and 2019, and the three months ended September 30, 2019, such derivatives were used to hedge a portion of the variable cash flows associated with existing variable-rate debt.

The Interest Rate Swap Agreements were designated as cash flow hedges of interest rate risk. The changes in the fair value of derivatives designated and that qualify as cash flow hedges were recorded in accumulated other comprehensive (loss) income and were subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive (loss) income related to derivatives were reclassified to interest expense as interest payments were made on the Company’s variable-rate debt.

Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet

The Company did not have any derivative financial instruments outstanding as of September 30, 2020. The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the unaudited condensed consolidated balance sheet as of December 31, 2019:

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

The table below presents the pretax effect of the Company’s derivative financial instruments on the unaudited condensed consolidated statements of comprehensive (loss) income for the three and nine months ended September 30, 2020 and 2019:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020			2019
Derivatives in Cash Flow Hedging Relationships:	(In thousands)
Income (loss) recognized in accumulated other comprehensive (loss) income	$	—	$	187	$	(370	)	$	(5,338	)
Amounts reclassified from accumulated other comprehensive (loss) income to interest expense	$	—	$	324	$	2,501		$	(880	)

Changes in Accumulated Other Comprehensive (Loss) Income

The following table reflects the changes in accumulated other comprehensive (loss) income, net of tax for the nine months ended September 30, 2020:

	(Losses) Gains on Cash Flow Hedges
Accumulated other comprehensive (loss) income:	(In thousands)
Accumulated other comprehensive loss at December 31, 2019				$	(1,559	)
Other comprehensive loss before reclassifications		(271	)
Amounts reclassified from accumulated other comprehensive loss to interest expense		1,830
Change in other comprehensive (loss) income, net of tax					1,559
Accumulated other comprehensive (loss) income at September 30, 2020				$	—

Fair Value Measurements

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

8. FAIR VALUE MEASUREMENTS

Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement is required to be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity. The standard describes three levels of inputs that may be used to measure fair value:

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

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

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

Of the Company’s long-term obligations, the Term B-5 Loans are classified in Level 2 of the fair value hierarchy as of September 30, 2020 and December 31, 2019 and the Senior Notes and the Second-Priority Senior Notes are classified in Level 1 of the fair value hierarchy as of September 30, 2020. The fair value of the Term B-5 Loans approximate their carrying value, excluding unamortized debt issuance costs and discounts, due to the variable nature of the underlying interest rates and the frequent intervals at which such interest rates are reset. The fair value of the Senior Notes and Second-Priority Senior Notes was determined using quoted prices in active markets for identical instruments.

As of December 31, 2019, the Company determined that the majority of the inputs used to value its derivative financial instruments using the income approach fell within Level 2 of the fair value hierarchy. The Company used readily available market data to value its derivatives, such as interest rate curves and discount factors. ASC 820, Fair Value Measurement, also requires consideration of credit risk in the valuation. The Company used a potential future exposure model to estimate this credit valuation adjustment (“CVA”). The inputs to the CVA are largely based on observable market data, with the exception of certain assumptions regarding credit worthiness which make the CVA a Level 3 input. Based on the magnitude of the CVA, it was not considered a significant input and the derivatives were classified as Level 2. The Company did not have any derivative financial instruments outstanding as of September 30, 2020.

The Company did not have any assets measured on a recurring basis at fair value as of September 30, 2020. 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, 2020:

Quoted Prices in

Active Markets

Significant

for Identical

Other

Significant

Assets and

Observable

Unobservable

Balance at

Liabilities

Inputs

September 30,

(Level 1)

(Level 2)

(Level 3)

2020

Liabilities:

(In thousands)

Long-term obligations ^(a)

$

758,762

$

1,496,255

$

—

$

2,255,017

(a)	Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $15.5 million and long-term debt of $2.180 billion as of September 30, 2020.

The Company did not have any assets measured on a recurring basis at fair value as of December 31, 2019. 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, 2019:

	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)		2019
Liabilities:	(In thousands)
Derivative financial instruments ^(a)	$	—	$	2,156	$	—	$	2,156
Long-term obligations ^(b)	$	—	$	1,557,883	$	—	$	1,557,883

(a)	Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $2.2 million as of December 31, 2019.

(b)	Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $65.5 million and long-term debt of $1.483 billion as of December 31, 2019.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Related-Party Transactions

9 Months Ended

Sep. 30, 2020

Related-Party Transactions

9. RELATED-PARTY TRANSACTIONS

In March 2017, the Company entered into the ZHG Agreements with Zhonghong Holding, an affiliate of Zhonghong Zhuoye Group Co., Ltd., who at the time owned approximately 21% of the outstanding shares of the Company. In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed. See Note 1–Description of Business and Basis of Presentation for further details including amounts recorded as revenue in the nine months ended September 30, 2019 related to the ZHG Agreements.

As previously disclosed, Sun Wise (UK), Co., Ltd, an affiliate to the ZHG Group (“Sun Wise”), previously held beneficial ownership of 19,452,063 shares (the “Pledged Shares”) of the Company’s common stock, which Sun Wise had pledged in connection with certain loan obligations of Sun Wise. Sun Wise subsequently defaulted on such loan obligations and, as a result, certain of its lenders (together, the “Lenders”) foreclosed on the Pledged Shares. The Pledged Shares were transferred to a security agent for the Lenders (the “Security Agent”), on May 3, 2019.

On May 27, 2019, the Security Agent entered into a share repurchase agreement with the Company pursuant to which the Security Agent agreed to sell and the Company agreed to purchase 5,615,874 of the Pledged Shares held by the Security Agent at a price per share equal to $26.71 (the “SEAS Repurchase”) for a total cost of approximately $150.0 million. The SEAS Repurchase closed on May 30, 2019. Also on May 27, 2019, the Security Agent entered into a stock purchase agreement with Hill Path Capital LP (“Hill Path”) and certain of its affiliates pursuant to which the Security Agent agreed to sell and certain affiliates of Hill Path agreed to purchase, in the aggregate, 13,214,000 of the Pledged Shares held by the Security Agent at a price per share equal to $26.71 (the “HP Purchase”). The HP Purchase closed on May 30, 2019, at which time, Hill Path’s ownership percentage increased to 34.6%.

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

See Note 12–Stockholder’s Equity for further details.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Securities Class Action Lawsuits

The Company has received final court approval of settlement of a purported stockholder class action lawsuit consisting of purchasers of the Company’s common stock during the periods between April 18, 2013 to August 13, 2014, captioned Baker v. SeaWorld Entertainment, Inc., et al., Case No. 14-CV-02129-MMA (KSC). The settlement required the Company to pay $65.0 million for claims alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as the costs of administration and legal fees and expenses. The settlement does not include or constitute an admission, concession, or finding of any fault, liability, or wrongdoing by the Company or any defendant. During the year ended December 31, 2019, the Company recorded $32.1 million of legal settlement charges, net of insurance recoveries, related to this case. The full settlement amount was funded during the nine months ended September 30, 2020.

On June 14, 2018, a lawsuit captioned Highfields Capital I LP et al v. SeaWorld Entertainment, Inc. et al, Case No. 3:18-cv-01276-L-BLM, was filed in the United States District Court in the Southern District of California against the Company and certain of the Company’s former and present executive officers (collectively, the “Defendants”). The plaintiffs, which are investment funds managed by a common adviser (collectively, the “Plaintiffs”) allege, among other things, that the Defendants made false and misleading statements in violation of the federal securities laws and Florida common law, regarding the impact of the film Blackfish on SeaWorld’s business. The complaint further alleges that such statements were made to induce Plaintiffs to purchase common stock of the Company at artificially-inflated prices and that Plaintiffs suffered investment losses as a result. The Plaintiffs are seeking unspecified compensatory damages and other relief. On October 19, 2018, Defendants moved for partial dismissal of the complaint. On February 7, 2019, the Court granted Defendants’ motion and dismissed Plaintiffs’ Florida state law claims as well as federal securities law claims based on the Company’s second quarter 2013 earnings statements. On May 1, 2019, Defendants filed their answer to Plaintiffs’ complaint. On July 1, 2019, the parties filed a joint motion for a stay of all proceedings in the case pending the resolution of the motion for summary judgment filed by Defendants in the related securities class action captioned Baker v. SeaWorld Entertainment, Inc., et al. described above. The stay has since then been lifted and the parties are currently in the process of completing discovery. The Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously; however, there can be no assurance regarding the ultimate outcome of this lawsuit. While there can be no assurance regarding the ultimate outcome of this lawsuit, the Company believes that any potential loss would not be material.

Shareholder Derivative Lawsuit

The Company received final court approval of a settlement of a putative derivative lawsuit captioned Kistenmacher v. Atchison, et al., Civil Action No. 10437 that was filed in the Court of Chancery of the State of Delaware against, among others, the then Chairman of the Company’s Board, certain of the Company’s executive officers, directors and shareholders, and Blackstone. The Company was a “Nominal Defendant” in the lawsuit. Pursuant to the settlement, the Company received $12.5 million of insurance proceeds from its insurers and adopted certain corporate governance modifications. During the nine months ended September 30, 2020, the Company recorded a legal settlement gain of $12.5 million related to insurance proceeds received in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of comprehensive loss.

Consumer Lawsuit

On April 13, 2015, a purported class action was filed in the Superior Court of the State of California for the City and County of San Francisco against SeaWorld Parks & Entertainment, Inc., captioned Marc Anderson, et. al., v. SeaWorld Parks & Entertainment, Inc. Civil Case No. 15-cv-02172-JSW, (the “Anderson Matter”). The putative class consisted of all consumers within California who, within the past four years, purchased tickets to SeaWorld San Diego. The complaint (as amended) alleged causes of action under the California False Advertising Law, California Unfair Competition Law and California CLRA. The complaint sought restitution, equitable relief, attorneys’ fees and costs.

The plaintiffs did not file a motion for class certification. The case was prosecuted by certain plaintiffs for individual restitution in a nominal amount and injunctive relief.

The Court bifurcated the trial of the case into two phases: the plaintiffs’ standing to sue and the merits of their claims. Before the first phase of the trial, plaintiff Anderson dismissed all claims against the Company. The standing trial with regard to the remaining plaintiffs took place in March of 2020. On October 13, 2020, the Court ruled that the remaining plaintiffs have no standing to sue and judgment was entered in favor of the Company. Plaintiffs have until November 13, 2020 to appeal the Court’s order.

Other Matters

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

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

License Commitments

Pursuant to a license agreement (“License Agreement”) with Sesame Workshop, the Company pays a specified annual license fee, as well as a specified royalty based on revenues earned in connection with sales of licensed products, all food and beverage items utilizing the licensed elements and any events utilizing such elements if a separate fee is paid for such event. The Company’s principal commitments pursuant to the License Agreement include, among other items, the opening of a second standalone park (“Standalone Park”) no later than mid-2021 and minimum annual capital and marketing thresholds. After the opening of the second Standalone Park (counting the existing Sesame Place Standalone Park in Langhorne, Pennsylvania), SEA will have the option to build additional Standalone Parks in the Sesame Territory within agreed upon timelines. The License Agreement has an initial term through December 31, 2031, with an automatic additional 15 year extension plus a five year option added to the term of the License Agreement from December 31st of the year of each new Standalone Park opening. As of September 30, 2020, the Company estimates the combined remaining obligations for these commitments could be up to approximately $45.0 million over the remaining term of the agreement. In October 2019, the Company announced that it planned to convert Aquatica San Diego into its second Sesame Place Standalone Park in the spring of 2021. While construction began in the fall of 2019, it was temporarily paused due to the COVID-19 pandemic. The Company currently expects to open this park in 2022. As a result, depending on governmental restrictions in the state of California, the Company expects to reopen its Aquatica San Diego park in 2021 for its operating season.

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

Equity-Based Compensation

9 Months Ended

Sep. 30, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Equity-Based Compensation

11. EQUITY-BASED COMPENSATION

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

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020			2019
	(In thousands)
Equity compensation expense included in operating expenses	$	711	$	654	$	(366	)	$	2,687
Equity compensation expense included in selling, general and administrative expenses		2,773		508		3,569			5,757
Total equity compensation expense	$	3,484	$	1,162	$	3,203		$	8,444

Equity compensation expense for the nine months ended September 30, 2020, includes the reversal of expense related to certain performance vesting restricted units which were no longer considered probable of vesting and also includes the reversal of expense related to outstanding unvested equity awards previously held by the Company’s former chief executive officer which were forfeited in connection with his departure. See Long-term Incentive Performance Restricted Awards section which follows for further details.

Omnibus Incentive Plan

The Company has reserved 15.0 million shares of common stock for issuance under its Omnibus Incentive Plan (the “Omnibus Incentive Plan”), of which approximately 7.8 million shares are available for future issuance as of September 30, 2020. The Company has outstanding time restricted awards, performance restricted awards and incentive stock options.

During the nine months ended September 30, 2020, in connection with a review of compensation matters, the Compensation Committee of the Board of Directors (the “Board”), approved grants of approximately 1.2 million restricted stock units designed to recognize certain employees for their contributions and continued expected contributions to the Company and its long term goals during the global COVID-19 pandemic. The weighted-average grant date fair value of the restricted stock units was $11.07 per share. The restricted stock units will vest 50% on each of the first two anniversaries of the grant date, subject to the recipient’s continued employment on each such vesting date.

Bonus Performance Restricted Units

The Company had an annual bonus plan for the fiscal year ended December 31, 2019 (“Fiscal 2019”), under which certain employees were eligible to vest in performance vesting restricted units (the “Bonus Performance Restricted Units”) based upon the Company’s achievement of certain performance goals with respect to Fiscal 2019. Separately, certain equity awards granted in October 2019 (the “Supplemental Grant”) were also eligible to vest based on achievement of specific performance goals with respect to Fiscal 2019. Based on the Company’s actual Fiscal 2019 results, a portion of these Bonus Performance Restricted Units and the Supplemental Grant vested in the nine months ended September 30, 2020 in accordance with their terms.

Long-term Incentive Performance Restricted Awards

During the nine months ended September 30, 2020, a portion of previously granted long-term incentive performance restricted awards related to completed performance periods vested. The remaining outstanding long-term incentive performance restricted awards related to future performance periods are eligible to vest based upon the Company’s achievement of pre-established performance goals for the respective performance period, as defined.

On February 25, 2020, the Board approved a modification (the “Modification”) to certain long-term incentive plan awards granted in 2019 (the “2019 LTIP Performance Awards”) in order to better align its terms with certain awards granted by the Company to its then CEO in November 2019 (the “CEO Performance Awards”). The Compensation Committee of the Board determined that it was preferable to align the 2019 LTIP Performance Awards with the CEO Performance Awards to put everyone on the same performance cycle with the same performance goals. Pursuant to the Modification, the threshold and target performance goals were revised to align with the CEO Performance Awards threshold and target performance goals and the performance period was extended through calendar year 2022 (or, the end of the 2023 calendar year, as applicable) consistent with the CEO Performance Awards. Equity compensation expense has not yet been recorded related to these awards. The Company will use the respective modification date fair value to record equity compensation expense related to the Modification awards when and if they become probable of vesting in a future period, in accordance with the guidance in ASC 718, Compensation-Stock Compensation.

The Company recognizes equity compensation expense for its performance-vesting restricted awards ratably over the related performance period, if the performance condition is probable of being achieved. Based on the Company’s progress towards its respective performance goals, a portion of its performance-vesting restricted awards were no longer considered probable of vesting; therefore, equity compensation expense was adjusted accordingly during the nine months ended September 30, 2020. If the probability of vesting related to these awards changes in a subsequent period, all equity compensation expense related to those awards that would have been recorded over the requisite service period had the awards been considered probable at the new percentage from inception, will be recorded as a cumulative catch-up at such subsequent date.

Stockholders' Equity

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Stockholders' Equity

12. STOCKHOLDERS’ EQUITY

As of September 30, 2020, 94,433,197 shares of common stock were issued in the accompanying unaudited condensed consolidated balance sheet, which excludes 115,100 unvested shares of common stock and 3,072,615 unvested restricted stock units held by certain participants in the Company’s equity compensation plans (see Note 11–Equity-Based Compensation) and includes 16,260,248 shares of treasury stock held by the Company.

Share Repurchase Program

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

During the nine months ended September 30, 2019, the Company completed a share repurchase of 5,615,874 shares (see discussion relating to the SEAS Repurchase in Note 9–Related Party Transactions for further details). On August 2, 2019, the Board approved a replenishment to the Share Repurchase Program of $150.0 million, which brought the total amount authorized for future share repurchases back up to $250.0 million.

During the nine months ended September 30, 2020, prior to the COVID-19 temporary park closures, the Company completed a share repurchase of 469,785 shares for an aggregate total of approximately $12.4 million, leaving approximately $237.6 million available under the Share Repurchase Program as of September 30, 2020. In connection with Amendment No. 12 to the Company’s Amended Credit Agreement, the Company is restricted from paying any dividends or making restricted payments, including share repurchases, through the third quarter of 2022 unless certain conditions are met (see Note 6–Long-Term Debt).

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

Severance and Other Separation Costs

9 Months Ended

Sep. 30, 2020

Restructuring And Related Activities [Abstract]

Severance and Other Separation Costs

13. SEVERANCE AND OTHER SEPARATION COSTS

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

Related activity for the three months ended September 30, 2020 related to the 2020 Restructuring Program was as follows:

	2020 Restructuring Program
	(In thousands)
Liability as of June 30, 2020	$	—
Costs incurred		2,468
Payments made		(1,115	)
Liability as of September 30, 2020	$	1,353

The remaining liability as of September 30, 2020 relates to severance and other related costs to be paid as contractually obligated by December 31, 2020 and is included in accrued salaries, wages and benefits in the accompanying unaudited condensed consolidated balance sheet.

The Company continues to be committed to continuous improvement and regularly evaluates operations to ensure it is properly organized for performance and efficiency. As a result, during the three and nine months ended September 30, 2019, the Company recorded approximately $1.2 million and $3.8 million, respectively, in pre-tax charges primarily consisting of severance and other termination benefits related to positions eliminated in 2019, which is included in severance and other separation costs in the accompanying unaudited condensed consolidated statements of comprehensive (loss) income.

Description of the Business and Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Description of the Business

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

Impact of Global COVID-19 Pandemic

In response to the global COVID-19 pandemic, and in compliance with government restrictions, the Company temporarily closed all of its theme parks effective March 16, 2020. Beginning in June 2020, the Company began the phased reopening of some of its parks with enhanced health, safety and sanitizing measures, capacity limitations, modified/limited operations, reduced hours and/or reduced operating days. In particular, on June 6, the Company’s Aquatica park in Texas reopened; on June 11, all five of the Company’s Florida parks reopened; on June 19, its SeaWorld park in Texas reopened; on July 24, its Sesame Place park in Pennsylvania reopened; on August 5, its Busch Gardens park in Virginia reopened, and on August 28, its SeaWorld park in California reopened on a limited basis, following California guidance for reopening zoos. The Company continues to monitor guidance from state authorities to determine when it can open certain rides and attractions in California; until then, and the Company expects to continue to operate the park on a limited basis. Additionally, during the third quarter, the state of Virginia had a state mandated capacity restriction of 1,000 guests at a time which significantly restricted attendance for the Company’s Busch Gardens park in that state. On October 29, 2020, the state of Virginia revised its theme park guidance and modified the methodology for calculating capacity at theme parks. The Company estimates that this will allow capacity at this park to increase from 1,000 guests to approximately 4,000 guests at a time. The Company was unable to open its Aquatica water park in California or its Water Country USA water park in Virginia for the 2020 operating season. The Company continues to operate all of its reopened parks with enhanced health, safety and sanitizing measures, capacity limitations, modified/limited operations and reduced operating days and/or operating hours. The Company also continues to monitor guidance from, and engage with, federal, state and local authorities and may adjust its plans accordingly.

Since the global COVID-19 pandemic began, the Company has taken proactive measures for the safety of its guests, employees and animals, to manage costs and expenditures, and to maximize liquidity in response to the temporary park closures and limited reopenings related to COVID-19. Some of these measures included, but are not limited to, (i) increased its revolving credit commitments on March 10th; (ii) issued first-priority senior secured notes and second-priority senior secured notes to raise additional capital and further enhance available liquidity; (iii) entered into amendments to its existing senior secured credit facilities to amend its financial covenants (see Note 6–Long-Term Debt for details); (iv) furloughed approximately 95% of its employees upon closing all of its parks; (v) obtained payroll tax credits and deferred certain social security payroll taxes under the CARES act; (vi) reduced executive officers’ base salary by 20%; (vii) eliminated and/or deferred all non-essential operating expenses at all of its parks and corporate headquarters while the parks were closed and actively managing operating expenses as the parks reopen; (viii) eliminated substantially all advertising and marketing spend while the parks were closed and strategically managing marketing spend as parks reopen; (ix) substantially reduced or deferred all capital expenditures starting in March 2020 (other than minimal essential capital expenditures) while the parks were closed and postponed to 2021 the opening of rides that were still under construction and scheduled to open in 2020; (x) worked with certain of its vendors and other business partners to manage, defer, and/or abate certain costs and payments and; (xi) added additional levels of review and approval for payments and cash disbursements which remains in place. Concurrent with the reopening of some of its parks, the Company began to prudently bring some employees back from furlough. Some of the Company’s employees remain on furlough while others have been transitioned from a furloughed status to a permanent layoff. See Note 13–Severance and Other Separation Costs for additional disclosure. The Company will continue to monitor the impact of the COVID-19 pandemic and may adjust its plans accordingly.

The COVID-19 pandemic, resulting park closures and limited park reopenings have had, and are likely to continue to have, a material impact on the Company’s financial results. Federal, state and local governments have taken unprecedented measures to prevent the spread of COVID-19 in the population, including at times placing severe restrictions on social gatherings.

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, 2019 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, 2019 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, 2020 or any future period due to the seasonal nature of the Company’s operations. Prior to the COVID-19 pandemic, the Company historically generated its highest revenues in the second and third quarters of each year and typically incurred a net loss in the first and fourth quarters, in part because seven of its theme parks are typically only open for a portion of the year. The results of operations for the three and nine months ended September 30, 2020 were materially impacted by the global COVID-19 pandemic which ultimately led to the temporary park closures effective on March 16, 2020. The timing of these park closures fell during historically high volume spring break and summer weeks. For the vast majority of the second quarter, all of the Company’s parks were closed with phased, reduced capacity reopenings beginning in June as discussed previously. Attendance since the parks have reopened has been impacted by, among other factors, capacity limitations, modified/limited operations, fewer operating days and/or reduced hours per week versus the prior year, limited marketing spend and a limited events line-up.

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 as well as reviews for potential impairment of assets, including other long-lived assets. Estimates are based on various factors including current and historical trends, as well as other pertinent industry data. The Company regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes. Actual results could differ from those estimates. Based on the uncertainty relating to the COVID-19 pandemic, including but not limited to the extent, duration and impact of park closures, limited park reopenings, capacity limitations due to social distancing guidelines, public sentiment on social gatherings, travel and attendance patterns, potential supply chain disruptions and additional actions which could be taken by government authorities to manage the pandemic, the Company is not certain of the ultimate impact the COVID-19 pandemic could have on its estimates, business or results of operations for the year ending December 31, 2020.

Segment Reporting

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

Restricted Cash

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

	September 30,		December 31,
	2020		2019
	(In thousands)
Cash and cash equivalents	$	488,416	$	39,946
Restricted cash, included in other current assets		1,455		979
Total cash, cash equivalents and restricted cash	$	489,871	$	40,925

Revenue Recognition

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

As a result of the temporary park closures due to the global COVID-19 pandemic, the Company upgraded some of its pass products and extended pass expiration dates for at least the equivalent period the related parks were closed. As a result, the Company adjusted its estimated redemption and recognition patterns to reflect the fact that there was no attendance during the park closures and accordingly the Company did not recognize revenue from these admission products while the parks were closed. For passes under installment plans that have transitioned to a month to month basis, payments received during the closure period were recorded as deferred revenue and are recognized as revenue once the parks reopen, which may not necessarily reflect attendance patterns for these guests. Accordingly, for these passes, the Company temporarily pauses monthly charges as the parks reopen for the equivalent period the parks were closed.

The Company estimates a redemption rate using historical and forecasted growth rates and attendance trends by park for similar products. Due to the temporary park closures, the Company evaluated the estimates and assumptions used in its future estimated redemption rates for these products based on forecasted and actual attendance patterns as parks reopen. Attendance trends factor in seasonality and are adjusted based on actual trends periodically, including to reflect recent trends. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park.

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

Deferred revenue primarily includes revenue associated with pass products, 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’s performance and expected to be recognized in future periods. As a result of the temporary park closures, the Company extended some product expiration dates and estimated a long-term portion of deferred revenue related to these products of approximately $1.1 million, which is reflected in the table which follows. The Company’s estimate of the long-term portion of deferred revenue related to such products factors in certain judgements and assumptions by park and product type, including, but not limited to, the reopening schedules and expected timing of attendance by mix of guests.

At September 30, 2020 and December 31, 2019, $10.5 million and $10.0 million, respectively, related to the long-term portion of deferred revenue included in other liabilities in the accompanying unaudited condensed consolidated balance sheets relates to the Company’s international agreement, as discussed in the following section. The Company expects to recognize revenue related to its international agreement over the term of the respective license agreement beginning when substantially all of the services have been performed, which is expected to be upon opening.

The following table reflects the Company’s deferred revenue balance as of September 30, 2020 and December 31, 2019:

	September 30,		December 31,
	2020		2019
	(In thousands)
Deferred revenue, including long-term portion	$	140,741	$	114,416
Less: Deferred revenue, long-term portion, included in other liabilities		11,577		10,000
Deferred revenue, short-term portion	$	129,164	$	104,416

International Agreements

The Company has received $10.0 million in deferred revenue recorded in other liabilities related to a nonrefundable payment received from a partner in connection with a project in the Middle East (the “Middle East Project”) to provide certain services pertaining to the planning and design of the Middle East Project, with funding received expected to offset internal expenses. Approximately $5.7 million and $5.0 million of costs incurred related to the Middle East Project are recorded in other assets in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019, respectively. The Company has recognized an asset for the costs incurred to fulfill the contract as the costs are specifically identifiable, enhance resources that will be used to satisfy performance obligations in the future and are expected to be recovered. The related deferred revenue and expense will begin to be recognized when substantially all of the services have been performed. The Company continually monitors performance on the contract and will make adjustments, if necessary. Construction for the Middle East Project is on track and scheduled to be completed by the end of 2022. There is no assurance that the Middle East Project will be completed or open to the public.

In March 2017, the Company entered into certain agreements with an affiliate of ZHG Group, to provide design, support and advisory services for various potential projects and grant certain exclusive rights (collectively, the “ZHG Agreements”). In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed. For the nine months ended September 30, 2019, the Company recorded approximately $1.7 million which is included in food, merchandise and other revenue in the accompanying unaudited condensed consolidated statements of comprehensive (loss) income related to the ZHG Agreements. There were no amounts recorded as revenue related to the ZHG Agreements in the three or nine months ended September 30, 2020 or in the three months ended September 30, 2019. See Note 9–Related-Party Transactions for additional disclosures.

Goodwill, Other Indefinite-Lived Intangible Assets and Other Long-Lived Assets

During the nine month period ended September 30, 2020, due to the temporary park closures effective March 16, 2020 and the limited park reopenings resulting from the global COVID-19 pandemic discussed above, the Company identified triggering events and qualitatively evaluated its goodwill and other indefinite-lived intangible assets for further impairment analysis. These qualitative evaluations included certain judgements and assumptions related to the impact of the temporary park closures, the extent and duration of capacity limitations, the expected attendance levels and number of operating days/hours and the significant excess of historical fair values over carrying values and determined that, no further impairment analysis was warranted. As such, the Company did not record an impairment of goodwill and other indefinite-lived intangible assets during the nine month period ended September 30, 2020. Additionally, using similar assumptions, the Company evaluated certain other long-lived assets, including its right of use assets for impairment and determined that, based on the significant excess estimated undiscounted cash flows over carrying values, there was no impairment of other long-lived assets.

If the Company’s current assumptions, including those around the impact of the global COVID-19 pandemic and its projections of future cash flows and financial performance, as well as the economic outlook are not achieved, the Company may be required to record impairment charges in future periods, whether in connection with the Company’s next annual impairment testing, or on an interim basis, if any such change constitutes a triggering event outside of the quarter when the Company regularly performs its annual impairment test. It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material.

Recently Issued Accounting Pronouncements

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

Recently Implemented Accounting Standards

On January 1, 2020, the Company adopted the following Accounting Standards Updates (“ASUs”) which had no material impact on its unaudited condensed consolidated financial statements or disclosures:

•

ASU 2016-02, Leases (Topic 842): On April 10, 2020, the FASB staff issued guidance stating that entities may elect to account for lease concessions related to the effects of the COVID-19 pandemic as though the rights and obligations for those concessions existed as of the commencement of the contract rather than as a lease modification. Lessees may make the election for any lessor-provided lease concession related to the impact of the COVID-19 pandemic as long as the concession does not result in a substantial increase in the rights of the lessor or in the obligations of the lessee. The Company has made such election. The Company has received immaterial rent concessions and has not entered into any lease modifications as of September 30, 2020. As such, this election did not have a material impact on the Company’s consolidated financial statements nor the related disclosures.

•

ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), requires the immediate recognition of estimated credit losses expected to occur over the life of financial assets rather than the current incurred loss impairment model that recognizes losses when a probability threshold is met. ASU 2016-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those fiscal years. The adoption of this ASU did not have a material impact on the Company’s unaudited condensed consolidated financial statements or disclosures.

During 2019, the Company adopted the following ASU:

•

ASU 2016-02, Leases (Topic 842): This ASU is intended to provide enhanced transparency and comparability by requiring lessees to record right of use assets and corresponding lease liabilities on the balance sheet. The new guidance required the Company to continue to classify leases as either operating or financing, with classification affecting the pattern of expense recognition in the income statement. The Company was also required to disclose qualitative and quantitative information about leasing arrangements to enable financial statement users to assess the amount, timing and uncertainty of cash flows arising from leases. The Company adopted the ASU using a modified retrospective method that did not require the prior period information to be restated. The ASU also provided a number of optional provisions, known as practical expedients, which companies may elect to adopt to facilitate implementation. The Company elected a package of practical expedients which, among other items, precluded the Company from needing to reassess 1) whether any expired or existing contracts are or contain leases, 2) the lease classification of any expired or existing leases, and 3) initial direct costs for any existing leases. The Company elected not to implement the practical expedient related to hindsight to determine lease terms. Due to the implementation of selected practical expedients, there was no cumulative effect adjustment to beginning retained earnings as of January 1, 2019.

During 2019, the Company also adopted the following ASUs which had no material impact on its unaudited condensed consolidated financial statements or disclosures:

•

ASU 2018-09, Codification Improvements

•

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

•

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

•

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

Recently Issued Accounting Standards

The Company is currently evaluating the impact of the following recently issued ASUs:

•

ASU 2020-04, Reference Rate Reform (Topic 848), provides optional transition guidance to ease the potential accounting burden associated with transitioning away from the London Interbank Offered Rate (“LIBOR”), with optional expedients related to the application of GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The provisions of this ASU are effective upon issuance and can be applied prospectively through December 31, 2022. Companies can apply this ASU immediately, but application is through December 31, 2020. The Company is evaluating the impact of LIBOR on its existing contracts, but does not expect that this ASU will have a material impact on its consolidated financial statements or related disclosures.

•

ASU 2019-12, Simplifying the Accounting for Income Taxes, simplifies various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for the Company beginning January 1, 2021. Early adoption requires adoption of all amendments in the same period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating ASU 2019-12 but does not expect that this ASU will have a material impact on its consolidated financial statements or related disclosures.

Fair Value Measurements

Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement is required to be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity. The standard describes three levels of inputs that may be used to measure fair value:

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

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

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

Of the Company’s long-term obligations, the Term B-5 Loans are classified in Level 2 of the fair value hierarchy as of September 30, 2020 and December 31, 2019 and the Senior Notes and the Second-Priority Senior Notes are classified in Level 1 of the fair value hierarchy as of September 30, 2020. The fair value of the Term B-5 Loans approximate their carrying value, excluding unamortized debt issuance costs and discounts, due to the variable nature of the underlying interest rates and the frequent intervals at which such interest rates are reset. The fair value of the Senior Notes and Second-Priority Senior Notes was determined using quoted prices in active markets for identical instruments.

As of December 31, 2019, the Company determined that the majority of the inputs used to value its derivative financial instruments using the income approach fell within Level 2 of the fair value hierarchy. The Company used readily available market data to value its derivatives, such as interest rate curves and discount factors. ASC 820, Fair Value Measurement, also requires consideration of credit risk in the valuation. The Company used a potential future exposure model to estimate this credit valuation adjustment (“CVA”). The inputs to the CVA are largely based on observable market data, with the exception of certain assumptions regarding credit worthiness which make the CVA a Level 3 input. Based on the magnitude of the CVA, it was not considered a significant input and the derivatives were classified as Level 2. The Company did not have any derivative financial instruments outstanding as of September 30, 2020.

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.

Description of the Business and Basis of Presentation (Tables)

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Schedule Of Cash Cash Equivalents And Restricted Cash

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

	September 30,		December 31,
	2020		2019
	(In thousands)
Cash and cash equivalents	$	488,416	$	39,946
Restricted cash, included in other current assets		1,455		979
Total cash, cash equivalents and restricted cash	$	489,871	$	40,925

Deferred Revenue Balances

The following table reflects the Company’s deferred revenue balance as of September 30, 2020 and December 31, 2019:

	September 30,		December 31,
	2020		2019
	(In thousands)
Deferred revenue, including long-term portion	$	140,741	$	114,416
Less: Deferred revenue, long-term portion, included in other liabilities		11,577		10,000
Deferred revenue, short-term portion	$	129,164	$	104,416

(Loss) Earnings per Share (Tables)

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Schedule of Earnings per Share

(Loss) earnings per share is computed as follows:

	For the Three Months Ended September 30,
	2020								2019
	Net Loss			Shares		Per Share Amount			Net Income		Shares		Per Share Amount
	(In thousands, except per share amounts)
Basic (loss) earnings per share	$	(79,237	)		78,154	$	(1.01	)	$	98,028		78,164	$	1.25
Effect of dilutive incentive-based awards					—							640
Diluted (loss) earnings per share	$	(79,237	)		78,154	$	(1.01	)	$	98,028		78,804	$	1.24

	For the Nine Months Ended September 30,
	2020								2019
	Net Loss			Shares		Per Share Amount			Net Income		Shares		Per Share Amount
	(In thousands, except per share amounts)
Basic (loss) earnings per share	$	(266,785	)		78,153	$	(3.41	)	$	113,659		81,003	$	1.40
Effect of dilutive incentive-based awards					—							735
Diluted (loss) earnings per share	$	(266,785	)		78,153	$	(3.41	)	$	113,659		81,738	$	1.39

Other Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2020

Payables And Accruals [Abstract]

Schedule of Other Accrued Liabilities

Other accrued liabilities at September 30, 2020 and December 31, 2019, consisted of the following:

	September 30,		December 31,
	2020		2019
	(In thousands)
Accrued interest	$	16,305	$	573
Accrued property taxes		10,783		1,189
Self-insurance reserve		7,673		7,488
Accrued legal settlement		—		65,000
Other		12,769		7,591
Total other accrued liabilities	$	47,530	$	81,841

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Summary of Long-Term Debt

Long-term debt as of September 30, 2020 and December 31, 2019 consisted of the following:

	September 30,			December 31,
	2020			2019
	(In thousands)
Term B-5 Loans (effective interest rate of 3.75% and 4.80% at September 30, 2020 and December 31, 2019, respectively)	$	1,496,254		$	1,507,883
Revolving Credit Facility (effective interest rate of 4.35% at December 31, 2019)		—			50,000
Second-Priority Senior Notes (interest rate of 9.50% at September 30, 2020)		500,000			—
Senior Notes (interest rate of 8.75% at September 30, 2020)		227,500			—
Total long-term debt		2,223,754			1,557,883
Less: discounts and debt issuance costs		(28,700	)		(9,759	)
Less: current maturities		(15,505	)		(65,505	)
Total long-term debt, net	$	2,179,549		$	1,482,619

Summary of Long-Term Debt Repayable

Long-term debt at September 30, 2020 is repayable as follows and does not include the impact of any future voluntary prepayments:

Years Ending December 31:	(In thousands)
Remainder of 2020	$	3,876
2021		15,505
2022		15,505
2023		15,505
2024		1,445,863
Thereafter		727,500
Total	$	2,223,754

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
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-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 55
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-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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+ Details

Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2020

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Fair Value of Company's Derivative Financial Instruments Classification on Unaudited Condensed Consolidated Balance Sheets

Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet

The Company did not have any derivative financial instruments outstanding as of September 30, 2020. The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the unaudited condensed consolidated balance sheet as of December 31, 2019:

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

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

The table below presents the pretax effect of the Company’s derivative financial instruments on the unaudited condensed consolidated statements of comprehensive (loss) income for the three and nine months ended September 30, 2020 and 2019:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020			2019
Derivatives in Cash Flow Hedging Relationships:	(In thousands)
Income (loss) recognized in accumulated other comprehensive (loss) income	$	—	$	187	$	(370	)	$	(5,338	)
Amounts reclassified from accumulated other comprehensive (loss) income to interest expense	$	—	$	324	$	2,501		$	(880	)

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

Changes in Accumulated Other Comprehensive (Loss) Income

The following table reflects the changes in accumulated other comprehensive (loss) income, net of tax for the nine months ended September 30, 2020:

	(Losses) Gains on Cash Flow Hedges
Accumulated other comprehensive (loss) income:	(In thousands)
Accumulated other comprehensive loss at December 31, 2019				$	(1,559	)
Other comprehensive loss before reclassifications		(271	)
Amounts reclassified from accumulated other comprehensive loss to interest expense		1,830
Change in other comprehensive (loss) income, net of tax					1,559
Accumulated other comprehensive (loss) income at September 30, 2020				$	—

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company did not have any assets measured on a recurring basis at fair value as of September 30, 2020. 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, 2020:

Quoted Prices in

Active Markets

Significant

for Identical

Other

Significant

Assets and

Observable

Unobservable

Balance at

Liabilities

Inputs

September 30,

(Level 1)

(Level 2)

(Level 3)

2020

Liabilities:

(In thousands)

Long-term obligations ^(a)

$

758,762

$

1,496,255

$

—

$

2,255,017

(a)	Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $15.5 million and long-term debt of $2.180 billion as of September 30, 2020.

The Company did not have any assets measured on a recurring basis at fair value as of December 31, 2019. 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, 2019:

	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)		2019
Liabilities:	(In thousands)
Derivative financial instruments ^(a)	$	—	$	2,156	$	—	$	2,156
Long-term obligations ^(b)	$	—	$	1,557,883	$	—	$	1,557,883

(a)	Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $2.2 million as of December 31, 2019.

(b)	Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $65.5 million and long-term debt of $1.483 billion as of December 31, 2019.

Equity-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Equity Compensation Expense

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020			2019
	(In thousands)
Equity compensation expense included in operating expenses	$	711	$	654	$	(366	)	$	2,687
Equity compensation expense included in selling, general and administrative expenses		2,773		508		3,569			5,757
Total equity compensation expense	$	3,484	$	1,162	$	3,203		$	8,444

Severance and Other Separation Costs (Tables)

9 Months Ended

Sep. 30, 2020

Restructuring And Related Activities [Abstract]

Schedule of Restructuring Program Activity

Related activity for the three months ended September 30, 2020 related to the 2020 Restructuring Program was as follows:

	2020 Restructuring Program
	(In thousands)
Liability as of June 30, 2020	$	—
Costs incurred		2,468
Payments made		(1,115	)
Liability as of September 30, 2020	$	1,353

Description of the Business and Basis of Presentation - Additional Information (Detail) $ in Thousands		3 Months Ended		9 Months Ended
	Oct. 29, 2020 Guest	Sep. 30, 2020 USD ($) Business	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) Business Guest Segment	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)
Business Description And Basis Of Presentation [Line Items]
Number of theme parks owned and operated \| Business		12		12
Number of theme parks opened for a portion of the year \| Business				7
Number of reportable segment \| Segment				1
Long term deferred revenue		$ 11,577		$ 11,577		$ 10,000
Revenue		$ 106,117	$ 473,666	277,704	$ 1,100,233
Impairment of other long-lived assets				0
Goodwill, impairment loss				0
Impairment of other indefinite-lived intangible assets				$ 0
ZHG Stock Purchase Agreement [Member]
Business Description And Basis Of Presentation [Line Items]
Type of Revenue [Extensible List]		seas:FoodMerchandiseAndOtherRevenueMember	seas:FoodMerchandiseAndOtherRevenueMember	seas:FoodMerchandiseAndOtherRevenueMember	seas:FoodMerchandiseAndOtherRevenueMember
Revenue		$ 0	$ 0	$ 0	$ 1,700
Other Liabilities [Member]
Business Description And Basis Of Presentation [Line Items]
Long term deferred revenue						10,000
Middle East Project [Member]
Business Description And Basis Of Presentation [Line Items]
Long term deferred revenue		10,500		10,500		10,000
Deferred costs incurred under Middle East Project		5,700		$ 5,700		$ 5,000
Scheduled completion year of the project				2022
Pass Products, Admission or In-Park Products or Services [Member]
Business Description And Basis Of Presentation [Line Items]
Long term deferred revenue		$ 1,100		$ 1,100
State of Virginia [Member]
Business Description And Basis Of Presentation [Line Items]
Attendance capacity restriction for guests \| Guest				1,000
State of Virginia [Member] \| Subsequent Event [Member]
Business Description And Basis Of Presentation [Line Items]
Estimated increase in capacity of number of guests \| Guest	4,000

Description of the Business and Basis of Presentation - Summary of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract]
Cash and cash equivalents	$ 488,416	$ 39,946
Restricted cash, included in other current assets	$ 1,455	$ 979
Restricted cash, current, asset, statement of financial position [extensible list]	us-gaap:OtherAssetsCurrent	us-gaap:OtherAssetsCurrent
Total cash, cash equivalents and restricted cash	$ 489,871	$ 40,925	$ 52,590	$ 35,007

Description of the Business and Basis of Presentation - Deferred Revenue Balances (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Deferred Revenue Disclosure [Abstract]
Deferred revenue, including long-term portion	$ 140,741	$ 114,416
Less: Deferred revenue, long-term portion, included in other liabilities	11,577	10,000
Deferred revenue, short-term portion	$ 129,164	$ 104,416

(Loss) 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, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Earnings Per Share [Abstract]
Basic (loss) earnings per share	$ (79,237)	$ 98,028	$ (266,785)	$ 113,659
Diluted (loss) earnings per share	$ (79,237)	$ 98,028	$ (266,785)	$ 113,659
Basic (loss) earnings per share	78,154	78,164	78,153	81,003
Effect of dilutive incentive-based awards, Shares		640		735
Diluted (loss) earnings per share	78,154	78,804	78,153	81,738
Basic (loss) per share, Per Share Amount	$ (1.01)	$ 1.25	$ (3.41)	$ 1.40
Diluted (loss) per share, Per Share Amount	$ (1.01)	$ 1.24	$ (3.41)	$ 1.39

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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(Loss) Earnings per Share - Additional Information (Detail) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of earnings per share	2,533,000		2,195,000
Anti-dilutive or potentially dilutive shares excluded from the computation of diluted earnings (loss) per share		394,000		300,000
Performance-vesting Restricted Awards [Member]
Earnings Per Share [Line Items]
Contingently issuable shares excluded from the calculation of diluted earnings (loss) per share			1,452,000	2,085,000

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Income Tax Disclosure [Line Items]
Effective tax rate	9.60%	25.80%	7.20%	26.50%
Income tax rate at federal statutory rates	21.00%	21.00%	21.00%	21.00%
Federal Tax [Member]
Income Tax Disclosure [Line Items]
Deferred tax assets, valuation allowance	$ 7.0		$ 7.0
Charitable Institution [Member]
Income Tax Disclosure [Line Items]
Deferred tax assets, valuation allowance	1.0		1.0
State Tax Credit Carry Forwards [Member]
Income Tax Disclosure [Line Items]
Deferred tax assets, valuation allowance	$ 7.8		$ 7.8		$ 5.2

Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Payables And Accruals [Abstract]
Accrued interest	$ 16,305	$ 573
Accrued property taxes	10,783	1,189
Self-insurance reserve	7,673	7,488
Accrued legal settlement		65,000
Other	12,769	7,591
Total other accrued liabilities	$ 47,530	$ 81,841

Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Long-term debt	$ 2,223,754	$ 1,557,883
Less: discounts and debt issuance costs	(28,700)	(9,759)
Less: current maturities	(15,505)	(65,505)
Total long-term debt, net	2,179,549	1,482,619
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long-term debt		50,000
Less: current maturities		(50,000)
Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt	227,500
Term B-5 Loans [Member]
Debt Instrument [Line Items]
Long-term debt	1,496,254	$ 1,507,883
Second Priority Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt	$ 500,000

Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail)	Sep. 30, 2020	Dec. 31, 2019
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt instrument interest rate effective percentage		4.35%
Second Priority Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument interest rate percentage	9.50%
Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument interest rate percentage	8.75%
Term B-5 Loans [Member]
Debt Instrument [Line Items]
Debt instrument interest rate effective percentage	3.75%	4.80%

Long-Term Debt - Additional Information (Detail)				3 Months Ended	9 Months Ended
Long-Term Debt - Additional Information (Detail)	Aug. 05, 2020 USD ($)	Apr. 30, 2020 USD ($)	Apr. 19, 2020 USD ($)	Sep. 30, 2020 USD ($) Swap	Sep. 30, 2020 USD ($) Swap	Sep. 30, 2019 USD ($)	Mar. 10, 2020 USD ($)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Long-term debt				$ 2,223,754,000	$ 2,223,754,000			$ 1,557,883,000
Outstanding letters of credit				$ 21,200,000	$ 21,200,000
Interest Rate Swaps [Member]
Debt Instrument [Line Items]
Number of interest rate swaps held \| Swap				5	5
Notional amount of interest rate swap				$ 1,000,000,000.0	$ 1,000,000,000.0
Maturity of interest rate swap					May 14, 2020
First-Priority Senior Secured Notes [Member]
Debt Instrument [Line Items]
Long-term debt, maturity date		May 01, 2025
Private offering aggregate principal amount		$ 227,500,000
Debt instrument interest rate percentage		8.75%
Date of first required payment		Nov. 01, 2020
Redemption description		On or after May 1, 2022, SEA may redeem the Senior 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 Senior 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 Senior Notes with amounts equal to the net cash proceeds of certain equity offerings at a redemption price of 108.375%, 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] \| In year 2022 [Member]
Debt Instrument [Line Items]
Redemption percentage		104.375%
First-Priority Senior Secured Notes [Member] \| In year 2023 [Member]
Debt Instrument [Line Items]
Redemption percentage		102.188%
First-Priority Senior Secured Notes [Member] \| In year 2024 and thereafter [Member]
Debt Instrument [Line Items]
Redemption percentage		100.00%
Second-Priority Senior Secured Notes [Member]
Debt Instrument [Line Items]
Long-term debt, maturity date	Aug. 01, 2025
Private offering aggregate principal amount	$ 500,000,000.0
Debt instrument interest rate percentage	9.50%
Date of first required payment	Feb. 01, 2021
Redemption description	On or after February 1, 2022, SEA may redeem the Second-Priority Senior 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 February 1 of the years as follows: (i) in 2022 at 104.75%; (ii) in 2023 at 102.375%; 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 Second-Priority Senior 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 Second-Priority Senior Notes with amounts equal to the net cash proceeds of certain equity offerings at a redemption price of 109.50%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Redemption percentage	101.00%
Percentage of Notes Redeemable after change of control	100.00%
Second-Priority Senior Secured Notes [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Redemption percentage	109.50%
Percentage of Notes Redeemable	40.00%
Second-Priority Senior Secured Notes [Member] \| In year 2022 [Member]
Debt Instrument [Line Items]
Redemption description	At any time prior to February 1, 2022, SEA may, (i) during the twelve month period commencing on the issue date and (ii) during the period subsequent to such twelve month period and prior to February 1, 2022, redeem in each period up to 10.0% of the initial aggregate principal amount of the Second-Priority Senior Notes at a redemption price equal to 103% of the aggregate principal amount of the Second-Priority Senior Notes to be redeemed plus accrued and unpaid interest, if any, to but excluding the redemption date; provided, that if SEA does not redeem 10.0% of the initial aggregate principal amount of Second-Priority Senior Notes during the twelve month period commencing on the issue date, SEA may, in the subsequent period prior to February 1, 2022, redeem the Second-Priority Senior Notes in an amount that does not exceed 10.0% of the initial aggregate principal amount plus the difference between (x) 10.0% of the initial aggregate principal amount and (y) the aggregate principal amount of Second-Priority Senior Notes that were redeemed in such twelve month period
Redemption percentage	104.75%
Initial aggregate principal amount, Allowable redeemable percentage	10.00%
Redeemable percentage	103.00%
Second-Priority Senior Secured Notes [Member] \| In year 2023 [Member]
Debt Instrument [Line Items]
Redemption percentage	102.375%
Second-Priority Senior Secured Notes [Member] \| In year 2024 and thereafter [Member]
Debt Instrument [Line Items]
Redemption percentage	100.00%
Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt				$ 227,500,000	$ 227,500,000
Debt instrument interest rate percentage				8.75%	8.75%
Discount initially recorded				$ 13,600,000	$ 21,400,000
Second Priority Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument interest rate percentage				9.50%	9.50%
Discount initially recorded				$ 13,600,000	$ 21,400,000
Senior Secured Credit Facilities [Member]
Debt Instrument [Line Items]
Cash paid for interest					51,000,000.0	$ 61,200,000
Term B-5 Loans [Member]
Debt Instrument [Line Items]
Long-term debt				$ 1,496,254,000	$ 1,496,254,000			1,507,883,000
Long-term debt, maturity date					Mar. 31, 2024
Percent of original principal amount on effective date used to calculate aggregate annual amounts which will amortize in equal quarterly installments				1.015%	1.015%
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		108.375%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Senior secured revolving				$ 332,500,000	$ 332,500,000		$ 210,000,000.0
Long-term debt								$ 50,000,000
Long-term debt, maturity date					Oct. 31, 2023
Long term debt, outstanding amount				$ 311,300,000	$ 311,300,000
Revolving Credit Facility [Member] \| Second-Priority Senior Secured Notes [Member]
Debt Instrument [Line Items]
Long term debt, outstanding amount	$ 311,000.0
Restrictive Covenants [Member] \| Senior Secured Credit Facilities [Member]
Debt Instrument [Line Items]
First lien secured net leverage ratio			625.00%
Restrictive covenants, description			The Revolving Credit Facility requires that the Company comply with a springing maximum first lien secured leverage ratio of 6.25x to be tested as of the last day of any fiscal quarter, solely to the extent that on such date the aggregate amount of funded loans and letters of credit (excluding undrawn letters of credit in an amount not to exceed $30.0 million and cash collateralized letters of credit) under the Revolving Credit Facility exceeds an amount equal to 35% of the then outstanding commitments under the Revolving Credit Facility. Pursuant to Amendment No. 12, among other terms, SEA will be exempt from complying with its first lien secured leverage ratio covenant through the end of 2021, after which SEA will be required to comply with such covenant starting in the first quarter of 2022. For purposes of calculating compliance with such covenant, unless a Triggering Event occurs (as defined in Amendment No. 12), beginning with the first quarter of 2022, to the extent trailing Adjusted EBITDA (as defined in Amendment No. 12) for the second, third or fourth quarters of 2021 would have otherwise been included in the calculation of such covenant, in lieu of using actual Adjusted EBITDA for such periods, Adjusted EBITDA for such applicable periods will be deemed to be actual Adjusted EBITDA (as defined in Amendment No. 12) for the corresponding quarter of 2019.
Liquidity test commitment			$ 75,000,000.0
Restrictive Covenants [Member] \| Senior Secured Credit Facilities [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Excludable letters of credit under maximum required first lien secured leverage ratio			$ 30,000,000.0
Restrictive Covenants [Member] \| Senior Secured Credit Facilities [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Minimum percentage of funded loan and letters of credit for covenant to apply			35.00%

Long-Term Debt - Summary of Long-Term Debt Repayable (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Maturities Of Long Term Debt [Abstract]
Remainder of 2020	$ 3,876
2021	15,505
2022	15,505
2023	15,505
2024	1,445,863
Thereafter	727,500
Long-term debt	$ 2,223,754	$ 1,557,883

Derivative Instruments and Hedging Activities - Additional Information (Detail) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Derivative Instruments, Gain (Loss) [Line Items]
Derivatives outstanding	$ 0
Interest Rate Swaps [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivatives outstanding	$ 0
Not Designated as Hedge Accounting Relationships [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivatives outstanding		$ 0

Derivative Instruments and Hedging Activities - Fair Value of Company's Derivative Financial Instruments Classification on Unaudited Condensed Consolidated Balance Sheets (Detail) - Other Liabilities [Member] $ in Thousands	Dec. 31, 2019 USD ($)
Derivatives Fair Value [Line Items]
Liability Derivatives Fair Value	$ 2,200
Interest Rate Swaps [Member]
Derivatives Fair Value [Line Items]
Liability Derivatives Fair Value	$ 2,156

Derivative Instruments and Hedging Activities - Schedule of Pre-tax Effect of Derivative Financial Instruments on Unaudited Condensed Consolidated Statements of Comprehensive Income (Detail) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Derivatives in Cash Flow Hedging Relationships:
Income (loss) recognized in accumulated other comprehensive (loss) income	$ 187	$ (370)	$ (5,338)
Amounts reclassified from accumulated other comprehensive (loss) income to interest expense	$ 324	$ 2,501	$ (880)

Derivative Instruments and Hedging Activities - Schedule of Changes in Accumulated Other Comprehensive (Loss) Income, Net of Tax (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	$ 210,892
Ending Balance	(66,521)
Gains (Losses) on Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Other comprehensive loss before reclassifications	(271)
Amounts reclassified from accumulated other comprehensive loss to interest expense	1,830
Change in other comprehensive (loss) income, net of tax	1,559
Accumulated Other Comprehensive Income [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	$ (1,559)

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21463-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 55
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121640130&loc=d3e1436-108581

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 20
-URI http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

Fair Value Measurements - Additional Information (Detail) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Derivative financial instruments outstanding	$ 0
Assets measured at fair value	$ 0	$ 0

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Liabilities:
Long-term obligations	$ 2,255,017	$ 1,557,883
Derivative financial instruments		2,156
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)
Liabilities:
Long-term obligations	758,762
Significant Other Observable Inputs (Level 2) [Member]
Liabilities:
Long-term obligations	$ 1,496,255	1,557,883
Derivative financial instruments		$ 2,156

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Current maturities of long-term debt	$ 15,505	$ 65,505
Total long-term debt, net	$ 2,179,549	1,482,619
Other Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liability Derivatives Fair Value		$ 2,200

Related-Party Transactions - Additional Information (Detail)		1 Months Ended	9 Months Ended
	May 27, 2019 USD ($) Director $ / shares shares	Mar. 31, 2017 shares	Sep. 30, 2020 USD ($) shares	Sep. 30, 2019 USD ($) shares
Related Party Transaction [Line Items]
Stock repurchased agreement closing date	May 30, 2019
Hill Path Capital LP [Member]
Related Party Transaction [Line Items]
Percentage of ownership by partnership	34.60%
Share Repurchase Program [Member]
Related Party Transaction [Line Items]
Stock Repurchase Program, number of shares repurchased \| shares	5,615,874		469,785	5,615,874
Stock repurchases under Share Repurchase Program \| $	$ 150,000,000		$ 12,400,000
Price per share \| $ / shares	$ 26.71
Zhonghong Zhuoye Group Co., Ltd. [Member]
Related Party Transaction [Line Items]
Percentage of common stock outstanding by partnership		21.00%
Sun Wise [Member]
Related Party Transaction [Line Items]
Beneficial ownership of common stock, shares \| shares		19,452,063
Hill Path Capital LP [Member]
Related Party Transaction [Line Items]
Price per share \| $ / shares	$ 26.71
Stock repurchased agreement closing date	May 30, 2019
Stock purchased under stock purchase agreement \| shares	13,214,000
Reimbursable expenses incurred \| $				$ 250,000
Percentage shares held	24.90%
Hill Path Capital LP [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Number of directors appointed \| Director	3
Reimbursable expenses incurred \| $	$ 250,000

Commitments and Contingencies - Additional Information (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2020 USD ($)
Loss Contingencies [Line Items]
Legal settlement	$ 65.0
Legal settlements paid	32.1
Insurance proceeds from insurers	12.5
Legal settlement gain related to insurance proceeds	$ 12.5
License agreement term, description	Pursuant to a license agreement (“License Agreement”) with Sesame Workshop, the Company pays a specified annual license fee, as well as a specified royalty based on revenues earned in connection with sales of licensed products, all food and beverage items utilizing the licensed elements and any events utilizing such elements if a separate fee is paid for such event. The Company’s principal commitments pursuant to the License Agreement include, among other items, the opening of a second standalone park (“Standalone Park”) no later than mid-2021 and minimum annual capital and marketing thresholds. After the opening of the second Standalone Park (counting the existing Sesame Place Standalone Park in Langhorne, Pennsylvania), SEA will have the option to build additional Standalone Parks in the Sesame Territory within agreed upon timelines. The License Agreement has an initial term through December 31, 2031, with an automatic additional 15 year extension plus a five year option added to the term of the License Agreement from December 31st of the year of each new Standalone Park opening. As of September 30, 2020, the Company estimates the combined remaining obligations for these commitments could be up to approximately $45.0 million over the remaining term of the agreement.
Maximum [Member]
Loss Contingencies [Line Items]
Estimated combined remaining obligations for commitments	$ 45.0

Equity-Based Compensation - Schedule of Equity Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity compensation expense	$ 3,484	$ 1,162	$ 3,203	$ 8,444
Operating Expenses [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity compensation expense	711	654	(366)	2,687
Selling, General and Administrative Expenses [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity compensation expense	$ 2,773	$ 508	$ 3,569	$ 5,757

Equity-Based Compensation - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2020 $ / shares shares
Restricted Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of restricted stock units approved to recognize employees for their contributions	1,200,000
Omnibus Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	15,000,000.0
Shares available for future issuance	7,800,000
Omnibus Incentive Plan [Member] \| Restricted Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting percentage	50.00%
weighted-average grant date fair value of the restricted stock units \| $ / shares	$ 11.07

Stockholders' Equity - Additional Information (Detail) - USD ($)		9 Months Ended
	May 27, 2019	Sep. 30, 2020	Sep. 30, 2019	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Aug. 02, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018
Stockholders Equity [Line Items]
Common stock, shares issued		94,433,197				94,044,203
Treasury stock, shares		16,260,248				15,790,463
Share Repurchase Program [Member]
Stockholders Equity [Line Items]
Share Repurchase Program, authorized amount		$ 250,000,000					$ 250,000,000
Stock Repurchase Program, number of shares repurchased	5,615,874	469,785	5,615,874
Stock Repurchase Program, replenishment amount							$ 150,000,000
Stock repurchases under Share Repurchase Program	$ 150,000,000	$ 12,400,000
Share Repurchase Program, remaining authorized repurchase amount		$ 237,600,000
Common Stock [Member]
Stockholders Equity [Line Items]
Common stock, shares issued		94,433,197	94,012,743	94,408,378	94,345,017	94,044,203		93,884,971	93,748,617	93,400,929
Number of unvested shares		115,100
Restricted Stock Units [Member]
Stockholders Equity [Line Items]
Number of unvested shares		3,072,615

Severance and Other Separation Costs - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Restructuring Cost And Reserve [Line Items]
Severance and other separation costs		$ 1.2		$ 3.8
2020 Restructuring Program [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring costs, description			In September 2020, the Company committed to a plan of termination (the “2020 Restructuring Program”) primarily impacting some of the Company’s previously furloughed salaried, full-time and part-time employees. Substantially all of the impacted employees were furloughed as part of the Company’s efforts to reduce operating expenses and adjust cash flows in light of business circumstances associated with the COVID-19 pandemic. Due to the sudden and unforeseeable economic impacts of the pandemic on the Company’s business operations, that were not reasonably foreseeable at the time of the temporary furloughs, the Company transitioned certain park and corporate personnel from a furloughed status to a permanent layoff. As a result, during the three months ended September 30, 2020, the Company recorded approximately $2.5 million in pre-tax restructuring charges primarily related to severance and other termination benefits related to the 2020 Restructuring Program, which is included in severance and other separation costs in the accompanying unaudited condensed consolidated statements of comprehensive (loss) income. Currently, some of the Company’s employees at certain parks remain on furlough. The Company continues to monitor the impact of the COVID-19 pandemic and may adjust its plans accordingly.
Severance and other separation costs	$ 2.5

Severance and Other Separation Costs - Schedule of Restructuring Program Activity (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2019
Restructuring Cost And Reserve [Line Items]
Severance and other separation costs		$ 1,200	$ 3,800
2020 Restructuring Program [Member]
Restructuring Cost And Reserve [Line Items]
Severance and other separation costs	$ 2,500
Severance and Other Employment Expenses [Member] \| 2020 Restructuring Program [Member]
Restructuring Cost And Reserve [Line Items]
Severance and other separation costs	2,468
Payments made	(1,115)
Liability, ending balance	$ 1,353

Liability Derivatives

As of December 31, 2019

Balance Sheet

Location

Fair Value

Derivatives designated as hedging instruments:

(In thousands)

Interest rate swap agreements

Other liabilities