Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
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Line Of Credit Facility [Line Items] | ||
Debt issuance costs | $ 4,966 | $ 6,641 |
Long-term debt | $ 1,557,883 | $ 1,553,389 |
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 | 94,044,203 | 93,400,929 |
Treasury stock, shares | 15,790,463 | 10,174,589 |
Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Long-term debt | $ 50,000 | $ 30,000 |
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands |
12 Months Ended | ||
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Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
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Unrealized gain (loss) on derivatives, tax expense (benefit) | $ (1,400) | $ 3,100 | |
Repurchase of treasury shares, shares | 5,615,874 | 3,654,816 | |
Accumulated Other Comprehensive (Loss) Income [Member] | |||
Unrealized gain (loss) on derivatives, tax expense (benefit) | $ (1,421) | $ 3,111 | $ 5,735 |
Description of the Business |
12 Months Ended |
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Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of the Business |
1. 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. Prior to December 1, 2009, the Company did not have any operations. On December 1, 2009, the Company acquired all of the outstanding equity interest of Busch Entertainment LLC and affiliates from Anheuser Busch Companies, Inc. and Anheuser-Busch InBev SA/NV (“ABI”). At that time, the Company was owned by ten limited partnerships, ultimately controlled by affiliates of The Blackstone Group L.P. (“Blackstone”) and certain co-investors. The Company completed an initial public offering in April 2013. See further discussion relating to subsequent ownership changes in Note 17–Related-Party Transactions. 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 attraction theme parks in Orlando, Florida (Aquatica); San Antonio, Texas (Aquatica); Chula Vista, 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 theme park in Langhorne, Pennsylvania (Sesame Place). During each of the years ended December 31, 2019, 2018 and 2017 approximately 57% of the Company’s revenues were generated in the State of Florida. |
Summary of Significant Accounting Policies |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance, deferred tax assets and liabilities, deferred revenue, equity compensation and the valuation of goodwill and other indefinite-lived intangible assets. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include cash held at financial institutions as well as operating cash onsite at each theme park to fund daily operations and amounts due from third-party credit card companies with settlement terms of less than four days. The amounts due from third-party credit card companies totaled $9.7 million and $17.4 million at December 31, 2019 and 2018, respectively. The cash balances in all accounts held at financial institutions are insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC”) through December 31, 2019. At times, cash balances may exceed federally insured amounts and potentially subject the Company to a concentration of credit risk. Management believes that no significant concentration of credit risk exists with respect to these cash balances because of its assessment of the creditworthiness and financial viability of the respective financial institutions. From time to time, the Company may invest in certain highly liquid instruments with original maturities of three months or less. These instruments may include money market mutual funds, certificates of deposit or time deposits, among others, which may or may not qualify for FDIC insurance. The Company classifies any such instruments as cash and cash equivalents based on their short-term maturities. Restricted Cash Restricted cash is recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Restricted cash consists primarily of funds received from strategic partners for use in approved marketing and promotional activities.
Accounts Receivable—Net Accounts receivable are reported at net realizable value and consist primarily of amounts due from customers for the sale of admission products, including amounts due for admissions products purchased on monthly installment arrangements. The Company is not exposed to a significant concentration of credit risk. The Company records an allowance on trade accounts receivable with an offset to the provision for bad debt for estimated uncollectible receivables, based on the amount and status of past-due accounts, contractual terms of the receivables and the Company’s history of uncollectible accounts. For all periods presented, the provision for bad debt was immaterial related to these accounts. The Company also records an allowance on amounts due from monthly installment arrangements based on historical default rates. As of December 31, 2019 and 2018, the Company recorded $12.1 million and $14.7 million, respectively, as an allowance on its installment arrangements with a corresponding reduction to deferred revenue. Inventories Inventories are accounted for using the weighted average cost method and are stated at the lower of cost or net realizable value. Inventories consist primarily of products for resale, including merchandise, culinary items and miscellaneous supplies. Obsolete or excess inventories are recorded at their estimated realizable value. Property and Equipment—Net Property and equipment are recorded at cost. The cost of ordinary or routine maintenance, repairs, spare parts and minor renewals is expensed as incurred. Development costs associated with new attractions and products are generally capitalized after necessary feasibility studies have been completed and final concept or contracts have been approved. The cost of assets is depreciated using the straight-line method based on the following estimated useful lives:
Certain costs related to animals exhibited in the theme parks are capitalized and amortized over their estimated lives (1-50 years). All costs to maintain animals are expensed as incurred, including in-house animal breeding costs, as they are immaterial to the consolidated financial statements. Construction in progress assets consist primarily of new rides, attractions and infrastructure improvements that have not yet been placed in service. These assets are stated at cost and are not depreciated. Once construction of the assets is completed and placed into service, assets are reclassified to the appropriate asset class based on their nature and depreciated in accordance with the useful lives above. Debt interest is capitalized on all active construction projects. Total interest capitalized for the years ended December 31, 2019, 2018 and 2017 was $4.6 million, $4.2 million and $2.7 million, respectively. Computer System Development Costs The Company capitalizes computer system development costs that meet established criteria and, once placed in service, amortizes those costs to expense on a straight-line basis over five years. Total capitalized costs related to computer system development costs, net of accumulated amortization, were $4.2 million and $6.1 million as of December 31, 2019 and 2018, respectively, and are recorded in other assets in the accompanying consolidated balance sheets. Accumulated amortization was $9.5 million and $9.9 million as of December 31, 2019 and 2018, respectively. Amortization expense of capitalized computer system development costs during the years ended December 31, 2019, 2018 and 2017 was $2.2 million, $3.7 million and $3.5 million, respectively, and is recorded in depreciation and amortization in the accompanying consolidated statements of comprehensive income (loss). Systems reengineering costs do not meet the proper criteria for capitalization and are expensed as incurred. Impairment of Long-Lived Assets All long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. An impairment loss may be recognized when estimated undiscounted future cash flows expected to result from the use of the asset, including disposition, are less than the carrying value of the asset. The measurement of the impairment loss to be recognized is based upon the difference between the estimated fair value and the carrying amounts of the assets. Fair value is generally determined based upon a discounted cash flow analysis. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (generally a theme park). See further discussion in Note 8–Property and Equipment, Net. Goodwill and Other Indefinite-Lived Intangible Assets Goodwill and other indefinite-lived intangible assets are not amortized, but instead reviewed for impairment at least annually on December 1, and as of an interim date should factors or indicators become apparent that would require an interim test, with ongoing recoverability based on applicable reporting unit overall financial performance and consideration of significant events or changes in the overall business environment or macroeconomic conditions. Such events or changes in the overall business environment could include, but are not limited to, significant negative trends or unanticipated changes in the competitive or macroeconomic environment. In assessing goodwill for impairment, the Company may choose to initially evaluate qualitative factors to determine if it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. The Company considers several factors, including macroeconomic conditions, industry and market conditions, overall financial performance of the reporting unit, changes in management, strategy or customers, and relevant reporting unit specific events such as a change in the carrying amount of net assets, a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit, and the testing of recoverability of a significant asset group within a reporting unit. If the qualitative assessment is not conclusive, then a quantitative impairment analysis for goodwill is performed at the reporting unit level. The Company may also choose to perform this quantitative impairment analysis instead of the qualitative analysis. The quantitative impairment analysis compares the estimated fair value of the reporting unit, determined using the income and/or market approach, to its recorded amount. If the recorded amount exceeds the fair value, then a goodwill impairment charge is recorded for the difference up to the recorded amount of goodwill. The determination of fair value in the Company’s goodwill impairment analysis is based on an estimate of fair value for the relevant reporting unit utilizing known and estimated inputs at the evaluation date. Some of those inputs include, but are not limited to, estimates of future revenue and expense growth, estimated market multiples, expected capital expenditures, income tax rates and cost of invested capital. The Company’s other indefinite-lived intangible assets consist of certain trade names/trademarks and other intangible assets which, after considering legal, regulatory, contractual, and other competitive and economic factors, are determined to have indefinite lives and are valued using the relief from royalty method. Trade names/trademarks are combined by brand as a unit of accounting when testing for impairment as the brand represents the highest and best use of the asset and drives the Company’s marketing strategy and international license agreements. Estimates required in this valuation method include estimated future revenues impacted by the trade names/trademarks, royalty rates, and appropriate discount rates. Projections are based on management’s best estimates given recent financial performance, market trends, strategic plans, brand awareness, operating characteristics by park, and other available information. See Note 9–Goodwill, Trade Names/Trademarks and Other Intangible Assets, Net, for further details. Self-Insurance Reserves Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period that are not covered by insurance. Reserves are established for both identified claims and incurred but not reported (“IBNR”) claims. Such amounts are accrued for when claim amounts become probable and estimable. Reserves for identified claims are based upon the Company’s historical claims experience and third-party estimates of settlement costs. Reserves for IBNR claims are based upon the Company’s claims data history, actuarially determined loss development factors and qualitative considerations such as claims management activities. The Company maintains self-insurance reserves for healthcare, auto, general liability and workers’ compensation claims. Total claims reserves were $31.7 million at December 31, 2019, of which $2.8 million is recorded in accrued salaries, wages and benefits, $7.5 million is recorded in other accrued liabilities and the remaining long-term portion is recorded in other liabilities in the accompanying consolidated balance sheets. Total claims reserves were $31.2 million at December 31, 2018, of which $3.8 million is recorded in accrued salaries, wages and benefits, $6.9 million is recorded in other accrued liabilities and the remaining long-term portion is recorded in other liabilities in the accompanying consolidated balance sheets. All reserves are periodically reviewed for changes in facts and circumstances and adjustments are made as necessary. Debt Issuance Costs Debt issuance costs are amortized to interest expense using the effective interest method over the term of the related debt and are included in long-term debt, net, in the accompanying consolidated balance sheets. See further discussion in Note 11–Long-Term Debt. Share Repurchase Program and Treasury Stock From time to time, the Company’s Board of Directors (the “Board”) may authorize share repurchases of common stock. Shares repurchased under Board authorizations are held in treasury for general corporate purposes. The Company accounts for treasury stock on the trade date under the cost method. Treasury stock at December 31, 2019 and 2018 is recorded as a reduction to stockholders’ equity as the Company does not currently intend to retire the treasury stock held. See further discussion of the Company’s share repurchase program in Note 20–Stockholders’ Equity. Revenue Recognition The Company has adopted Accounting Standards Codification (“ASC”), Topic 606, Revenue from Contracts with Customers, which is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (i) identify the contracts with customers; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies the performance obligations. ASC 606 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. Admissions Revenue Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products. As allowed by the practical expedient available to public companies under ASC 606, which the Company adopted, admission products with similar characteristics are analyzed using a portfolio approach for each separate park as the Company expects that the effects on the consolidated financial statements of applying this guidance to the portfolio does not differ materially from applying the guidance to individual contracts within the portfolio. For single-day tickets, the Company recognizes revenue at a point in time, upon admission to the park. Annual passes, season passes or other multi-day or multi-park passes allow guests access to specific parks over a specified time period. For these pass and multi-use products, revenue is deferred and recognized over the terms of the admission product based on estimated redemption rates for similar products and is adjusted periodically. The Company estimates a redemption rate using historical and forecasted growth rates and attendance trends by park for similar products. Attendance trends factor in seasonality and are adjusted based on actual trends periodically. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For active pass products purchased under monthly installment arrangements that have extended beyond their initial commitment term, revenue is recognized monthly as payments are received. For multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park. The Company has also entered into agreements with certain external theme park, zoo and other attraction operators to jointly market and sell single and multi-use admission products. These joint products allow admission to both a Company park(s) and an external park, zoo or other attraction. The agreements with the external partners specify the allocation of revenue to Company parks from any jointly sold products. Whether the Company or the external partner sells the product, the Company’s portion of revenue is deferred until the first time the product is redeemed at one of the Company’s parks and recognized over its related use in a manner consistent with the Company’s other admission products. Additionally, the Company barters theme park admission products and sponsorship opportunities for advertising, employee recognition awards, and various other services. The fair value of the products or services is recognized into admissions revenue and related expenses at the time of the exchange and approximates the estimated fair value of the goods or services provided or received, whichever is more readily determinable. For the years ended December 31, 2019, 2018 and 2017, amounts included within admissions revenue with an offset to either selling, general and administrative expenses or operating expenses in the accompanying consolidated statements of comprehensive income (loss) related to bartered ticket transactions were $16.2 million, $16.6 million and $20.8 million, respectively. In accordance with the practical expedients available to public companies under ASC 606 which the accounting standards provide to simplify compliance, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. Additionally, the Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss). The Company has also elected not to adjust consideration for the effects of financing components in the form of installment purchase plans as the period between when the Company transfers the promised service to the customer and when the customer pays for that service generally does not exceed one year. Food, Merchandise and Other Revenue Food, merchandise and other revenue primarily consists of culinary, merchandise, parking and other in-park products and also includes other miscellaneous revenue which is not significant in the periods presented, including revenue related to the Company’s international agreements as discussed in Note 4–Revenues. 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. See further discussion in Note 4–Revenues. Advertising and Promotional Costs Advertising production costs are deferred and expensed the first time the advertisement is shown. Other advertising and media costs are expensed as incurred and for the years ended December 31, 2019, 2018 and 2017, totaled approximately $138.3 million, $127.5 million and $118.0 million, respectively, and are included in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss). Equity-Based Compensation In accordance with ASC 718, Compensation-Stock Compensation, the Company measures the cost of employee services rendered in exchange for equity-based compensation based upon the grant date fair market value. The cost is recognized over the requisite service period, which is generally the vesting period unless service or performance conditions require otherwise. The Company recognizes the impact of forfeitures as they occur. The Company grants time-vesting restricted shares and units, time-vesting deferred stock units, performance-vesting restricted shares and units, and stock options. The Company uses the closing stock price on the date of grant to value its time-vesting restricted share awards and its performance-vesting restricted share awards. The Company uses the Black-Scholes Option Pricing Model to value stock options at the date of grant. On occasion, the Company may modify the terms or conditions of an equity award for its employees. If an award is modified, the Company evaluates the type of modification in accordance with ASC 718 to determine the appropriate accounting. See further discussion in Note 19–Equity-Based Compensation. Restructuring Costs The Company accounts for exit or disposal of activities in accordance with ASC 420, Exit or Disposal Cost Obligations if the one-time benefit arrangements are not part of an ongoing benefit arrangement or an individual deferred compensation contract. Nonretirement postemployment benefits that are part of an ongoing benefit arrangement or an individual deferred compensation contract are accounted for in accordance with ASC 712, Compensation-Nonretirement Postemployment Benefits. The Company defines a business restructuring as an exit or disposal activity that includes but is not limited to a program which is planned and controlled by management and materially changes either the scope of a business or the manner in which that business is conducted. Business restructuring charges may include (i) one-time termination benefits related to employee separations, (ii) contract termination costs and (iii) other related costs associated with exit or disposal activities. If the one-time benefit arrangements are not part of an ongoing benefit arrangement or an individual deferred compensation contract, a liability is recognized and measured at its fair value for one-time termination benefits once the plan of termination is communicated to affected employees and it meets all of the following criteria: (i) management commits to a plan of termination, (ii) the plan identifies the number of employees to be terminated and their job classifications or functions, locations and the expected completion date, (iii) the plan establishes the terms of the benefit arrangement and (iv) it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. If the one-time benefit arrangements are part of an ongoing benefit arrangement or an individual deferred compensation contract, a liability is recognized and measured at its fair value for one-time termination benefits when the following conditions are met: (i) the obligation is attributable to services already rendered; (ii) rights to those benefits accumulate; (iii) payment of the benefits is probable; and (iv) amount can be reasonably estimated. If these four conditions are not met, a liability is recognized when it is probable that a liability has been incurred and the amount can be reasonably estimated in accordance with ASC 450, Contingencies. Contract termination costs include costs to terminate a contract or costs that will continue to be incurred under the contract without benefit to the Company. A liability is recognized and measured at its fair value when the Company either terminates the contract or ceases using the rights conveyed by the contract. See further discussion in Note 21–Severance and Other Separation Costs. Leases The Company adopted ASC 842, Leases, as of January 1, 2019 using the modified retrospective approach and elected the Comparatives Under 840 Option” allowing the Company to not recast comparative periods in the period of adoption but present those periods under historical requirements of ASC 840. Under the provisions of ASC 842, right of use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Lease terms may include options to renew when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the term of the operating lease. The present value of future minimum lease payments is calculated using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate, which reflects the rate of interest it would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. As most of the Company’s leases do not provide an implicit rate, the Company uses incremental borrowing rates based on the information available at commencement date in determining the present value of the lease payments. In calculating the incremental borrowing rates, the Company considered recent ratings from credit agencies, recent trading prices on the Company’s debt, and current lease demographic information. The Company used the incremental borrowing rates on December 31, 2018 for newly recognized operating leases that commenced prior to that date. The Company applies the incremental borrowing rates at a portfolio level based on lease terms. The Company has elected not to recognize on the balance sheet leases with an initial and expected term of 12 months or less, instead lease expense is recognized for these short-term leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed upon adoption of ASC 842, the Company has elected to combine lease and non-lease components for each class of underlying asset based on a practical expedient permitted under ASC 842. Some of the Company’s leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years or more. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or a purchase option reasonably certain of exercise. Certain of the Company’s lease agreements include rental payments based on a percentage of sales over contractual levels and others include rental payments adjusted periodically for inflation. These variable lease payments are typically recognized when the underlying event occurs and are included in operating expenses in the Company’s consolidated statements of comprehensive income (loss) in the same line item as the expense arising from fixed lease payments. The Company’s lease agreements do not contain any material residual value guarantees, material restrictive covenants or material variable lease costs other than those described in Note 14–Leases related to the Company’s land lease. All long-lived assets, including right of use assets associated with leases, are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. The measurement of an impairment loss to be recognized is based upon the difference between the estimated fair value and the carrying amounts of the assets. Fair value is generally determined based upon a discounted cash flow analysis. See further discussion in Note 14–Leases. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is established for deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Realization is dependent on generating sufficient future taxable income or the reversal of deferred tax liabilities during the periods in which those temporary differences become deductible. The Company evaluates its tax positions by determining if it is more likely than not a tax position is sustainable upon examination, based upon the technical merits of the position, before any of the benefit is recorded for financial statement purposes. The benefit is measured as the largest dollar amount of the position that is more likely than not to be sustained upon settlement. Previously recorded benefits that no longer meet the more-likely-than-not threshold are charged to earnings in the period that the determination is made. Interest and penalties accrued related to unrecognized tax benefits are charged to the provision for (benefit from) income taxes in the accompanying consolidated statements of comprehensive income (loss). See further discussion in Note 13–Income Taxes. Contingencies The Company accounts for contingencies in accordance with ASC 450, Contingencies. For loss contingencies, such as potential legal settlements, the Company records an estimated loss when payment is considered probable and the amount of loss is reasonably estimable. In assessing loss contingencies related to legal proceedings that are pending against the Company, the Company evaluates the perceived merits of the legal proceedings as well as the perceived merits of the amount of relief sought or expected to be sought therein. If a loss is considered probable but the best estimate of the loss can only be identified within a range and no specific amount within that range is more likely, then the minimum of the range is accrued. Legal and related professional services costs to defend litigation are expensed as incurred. Insurance recoveries related to potential claims are recognized up to the amount of the recorded liability when coverage is confirmed and the estimated recoveries are probable of payment. These recoveries are not netted against the related liabilities for financial statement presentation. Additionally, for any potential gain contingencies, the Company does not recognize the gain until the period that all contingencies have been resolved and the amounts are realizable. See further discussion in Note 15–Commitments and Contingencies. Fair Value Measurements Fair value is a market-based measurement, not an entity-specific measurement and is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. An entity is permitted to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. The Company has not elected to use the fair value option for any of its financial assets and financial liabilities that are not already recorded at fair value. Carrying values of financial instruments classified as current assets and current liabilities approximate fair value, due to their short-term nature. Fair Value Hierarchy—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. Fair value is determined for assets and liabilities, based upon significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair value hierarchy: 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 and include situations where there is little, if any, market activity for the asset or liability. Determination of Fair Value—If quoted market prices are not available, fair value is based upon internally developed valuation techniques that use, where possible, current market-based or independently sourced market parameters, such as interest and currency rates. Assets or liabilities valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable. See further discussion in Note 16–Fair Value Measurements. Segment Reporting The Company maintains discrete financial information for each of its twelve theme parks, which is used by the Chief Operating Decision Maker (“CODM”), identified as the Chief Executive Officer, as a basis for allocating resources. Each theme park has been identified as an operating segment and meets the criteria for aggregation due to similar economic characteristics. In addition, all of the theme parks provide similar products and services and share similar processes for delivering services. The theme parks have a high degree of similarity in the workforces and target similar consumer groups. Accordingly, based on these economic and operational similarities and the way the CODM monitors and makes decisions affecting the operations, the Company has concluded that its operating segments may be aggregated and that it has one reportable segment. Derivative Instruments and Hedging Activities ASC 815, Derivatives and Hedging, provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (i) how and why an entity uses derivative instruments, (ii) how the entity accounts for derivative instruments and related hedged items, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of, and gains and losses on, derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. During 2018, the Company has adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which aims to improve reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and simplify the application of the hedge accounting guidance. See further discussion in Note 3–Recent Accounting Pronouncements. As required by ASC 815, the Company records all derivatives on the balance sheet at fair value as either assets or liabilities. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the changes in fair value of the derivative contract are recorded in accumulated other comprehensive income (loss), net of taxes, and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. See further discussion in Note 12–Derivative Instruments and Hedging Activities. |
Recent Accounting Pronouncements |
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Accounting Changes And Error Corrections [Abstract] | ||||||||||||||||||||||||||||||||||
Recent Accounting Pronouncements |
3. RECENT ACCOUNTING PRONOUNCEMENTS The Company reviews new accounting pronouncements as they are issued or proposed by the Financial Accounting Standards Board (“FASB”). Recently Implemented Accounting Standards On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) 842, Leases. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right of use assets and corresponding lease liabilities on the balance sheet. The new guidance requires the Company to continue to classify leases as either operating or financing, with classification affecting the pattern of expense recognition in the income statement. The Company is also required to disclose qualitative and quantitative information about leasing arrangements to enable financial statement users to assess the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASC 842 using a modified retrospective method that did not require the prior period information to be restated. ASC 842 also provides a number of optional provisions, known as practical expedients, which companies may elect to adopt to facilitate implementation. The Company elected a package of practical expedients which, among other items, precludes the Company from needing to reassess 1) whether any expired or existing contracts are or contain leases, 2) the lease classification of any expired or existing leases, and 3) initial direct costs for any existing leases. The Company elected not to implement the practical expedient related to hindsight to determine lease terms. Due to the implementation of selected practical expedients, there was no cumulative effect adjustment to beginning retained earnings. See Note 14–Leases for additional disclosures.
On January 1, 2019, the Company also adopted the following Accounting Standards Updates (“ASUs”) which had no material impact on its consolidated financial statements or disclosures:
During the year ended December 31, 2018, the Company also adopted the following ASUs:
Additionally, during the year ended December 31, 2018, the Company also adopted the following ASUs which had no material impact on its consolidated financial statements or disclosures:
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Revenues |
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Revenue From Contract With Customer [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
4. REVENUES Effective January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective transition method. The adoption of ASC 606 did not have a material impact on the Company’s existing or new contracts as of January 1, 2018; therefore, no cumulative adjustment to beginning retained earnings was required as a result of adoption. The Company recognizes revenue upon admission into a park for single day tickets and when products are received by customers for merchandise, culinary or other in-park spending. For annual or season passes and other multi-use admission products, deferred revenue is recorded and the related revenue is recognized over the terms of the admission product and its estimated redemption rates, which is adjusted periodically. Total revenues in the accompanying consolidated statements of comprehensive income (loss) are recorded net of sales-related taxes collected from guests and remitted or payable to government taxing authorities. See further discussion in Note 2–Summary of Significant Accounting Policies-Revenue Recognition. Deferred revenue primarily includes revenue associated with pass products and contract liability balances related to licensing and international agreements collected in advance of the Company satisfying its performance obligations and is expected to be recognized in future periods. At December 31, 2019 and 2018, $10.0 million and $10.1 million, respectively, is included in other liabilities in the accompanying consolidated balance sheets related to the long-term portion of deferred revenue, which primarily relates to the Company’s international agreement, as discussed in the following section. The Company expects to recognize this revenue 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 December 31, 2019 and 2018:
All of the $101.1 million of deferred revenue, short term portion, balance outstanding as of January 1, 2019 was recognized as revenue during the year ended December 31, 2019. The change in deferred revenue as of December 31, 2019 compared to the prior period primarily relates to additional pass product sales during the year ended December 31, 2019, offset by revenue recognized during 2019. 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 $5.0 million and $3.8 million of costs incurred related to the Middle East Project are recorded in other assets in the accompanying consolidated balance sheet as of December 31, 2019 and 2018, respectively. The Company has recognized an asset for the costs incurred to fulfill the contract as the costs are specifically identifiable, enhance resources that will be used to satisfy performance obligations in the future and are expected to be recovered. The related deferred revenue and expense will begin to be recognized when substantially all of the services have been performed, which is expected to be upon opening of the park. The Company continually monitors performance on the contract and will make adjustments, if necessary. The Middle East Project is subject to various conditions, including, but not limited to, the parties completing the design development and there is no assurance that the Middle East Project will be completed or advance to the next stages. In March 2017, the Company entered into a Park Exclusivity and Concept Design Agreement and a Center Concept and Preliminary Design Support Agreement (collectively, the “ZHG Agreements”) with an affiliate of Zhonghong Zhuoye Group Co., Ltd. (“ZHG Group”), to provide design, support and advisory services for various potential projects and grant exclusive rights in China, Taiwan, Hong Kong and Macau. In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed. As of December 31, 2018, approximately $2.4 million was recorded in deferred revenue related to the ZHG Agreements in the accompanying consolidated balance sheets. For the years ended December 31, 2019, 2018 and 2017, the Company recorded revenue related to the ZHG Agreements of approximately $1.7 million, $5.1 million and $3.9 million, respectively, which is included in food, merchandise and other revenue in the accompanying consolidated statements of comprehensive income (loss). See Note 17–Related-Party Transactions for further details.
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Earnings (Loss) per Share |
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings (Loss) per Share |
5. EARNINGS (LOSS) PER SHARE Earnings (loss) per share is computed as follows:
In accordance with the Earnings Per Share Topic of the ASC, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period (excluding treasury stock and unvested restricted stock awards). Unvested restricted stock awards are eligible to receive dividends, if any; however, dividend rights will be forfeited if the award does not vest. Accordingly, only vested shares of formerly restricted stock are included in the calculation of basic earnings per share. The weighted average number of repurchased shares during the period, if any, which are held as treasury stock, are excluded from shares of common stock outstanding. Diluted earnings (loss) per share is determined using the treasury stock method based on the dilutive effect of certain unvested restricted stock awards and certain shares of common stock that are issuable upon exercise of stock options. During the years ended December 31, 2019 and 2018, there were approximately 305,000 and 1,299,000 anti-dilutive shares of common stock excluded from the computation of diluted earnings per share, respectively. During the year ended December 31, 2017, there were approximately 5,090,000 potentially dilutive shares of common stock excluded from the computation of diluted loss per share as their effect would have been anti-dilutive due to the Company’s net loss in the period. The Company’s outstanding performance-vesting restricted stock awards are considered contingently issuable shares and are excluded from the calculation of diluted earnings per share until the performance measure criteria is met as of the end of the reporting period. For the years ended December 31, 2019, 2018 and 2017, approximately 247,000, 364,000, and 78,000 performance-vesting restricted stock awards had met their performance criteria as of the end of the reporting periods, respectively, and are therefore included in the calculation of diluted earnings per share. See further discussion in Note 19–Equity-Based Compensation. |
Inventories |
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Inventory Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventories |
6. INVENTORIES Inventories as of December 31, 2019 and 2018 consisted of the following:
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Prepaid Expenses and Other Current Assets |
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Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid Expenses and Other Current Assets |
7. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets as of December 31, 2019 and 2018 consisted of the following:
As of December 31, 2019, insurance recoveries above relates to insurance proceeds expected to be received from the Company’s insurance carriers related to a legal settlement. See further details in Note 10–Other Accrued Liabilities and Note 15–Commitments and Contingencies. |
Property and Equipment, Net |
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Property Plant And Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment, Net |
8. PROPERTY AND EQUIPMENT, NET The components of property and equipment, net as of December 31, 2019 and 2018, consisted of the following:
Depreciation expense was approximately $156.2 million, $155.0 million, and $155.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. For the year ended December 31, 2019, the Company recorded approximately $2.7 million in fixed asset write-offs, which is included in operating expenses in the accompanying consolidated statement of comprehensive income (loss). For the year ended December 31, 2018, the Company recorded approximately $10.9 million in fixed asset disposals associated with certain rides and equipment which were removed from service during 2018, which is included in operating expenses in the accompanying consolidated statement of comprehensive income (loss). During 2017, the Company amended an existing agreement relating to the use of certain animals, which reduced the expected future cash flows related to the agreement. As a result, the Company recognized an impairment loss of approximately $7.8 million, which is included in operating expenses in the accompanying consolidated statement of comprehensive income (loss) for the year ended December 31, 2017. |
Goodwill, Trade Names/Trademarks and Other Intangible Assets, Net |
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Goodwill And Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill, Trade Names/Trademarks and Other Intangible Assets, Net |
9. GOODWILL, TRADE NAMES/TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET Goodwill, Net Goodwill, net, at December 31, 2019 and 2018 relates to the Company’s Discovery Cove reporting unit. The Company performed a qualitative assessment at December 1, 2019 and 2018, and concluded that further evaluation was unnecessary. During 2017, due to financial performance particularly late in the second quarter of 2017 at the Company’s SeaWorld Orlando park, the Company determined a triggering event occurred that required an interim goodwill impairment test for its SeaWorld Orlando reporting unit. Based on financial performance and the resulting impact on projections of future cash flows for this reporting unit at that time, the Company concluded in 2017 that the goodwill related to the SeaWorld Orlando reporting unit was fully impaired and, as a result, recorded a non-cash goodwill impairment charge of $269.3 million in the accompanying consolidated statement of comprehensive income (loss) during the year ended December 31, 2017. The estimated fair value for the SeaWorld Orlando reporting unit was determined using the income approach and represents a Level 3 fair value measurement measured on a non-recurring basis in the fair value hierarchy due to the Company’s use of internal projections and unobservable measurement inputs. Trade Names/Trademarks, Net The Company performed a qualitative assessment for its other indefinite-lived intangible assets at December 1, 2019 and 2018 and concluded that further evaluation was unnecessary. Trade names/trademarks, net, at December 31, 2019, consisted of the following:
Trade names/trademarks, net, at December 31, 2018, consisted of the following:
Other Intangible Assets, Net As of December 31, 2019, other intangible assets, net, consisted of other indefinite-lived intangible assets with a gross and net carrying amount of $0.5 million. During the year ended December 31, 2019, the Company wrote-off fully amortized intangible assets with an aggregate book value and accumulated amortization of $22.8 million, which related to reseller agreements and a non-compete agreement.
Other intangible assets, net, at December 31, 2018, consisted of the following:
Upon adoption of ASC 842, Leases, on January 1, 2019, the Company reclassified the favorable lease asset above from other intangible assets, net, to right of use assets-operating leases in the accompanying consolidated balance sheet. See further details in Note 14–Leases.
Total amortization expense was approximately $1.4 million, $2.2 million and $4.6 million for the years ended December 31, 2019, 2018 and 2017, respectively. |
Other Accrued Liabilities |
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Payables And Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Accrued Liabilities |
10. OTHER ACCRUED LIABILITIES Other accrued liabilities as of December 31, 2019 and 2018, consisted of the following:
As of December 31, 2019, accrued legal settlements above is related to a proposed settlement, which is subject to court approval. The Company has recorded a receivable of $32.9 million in prepaid expenses and other current assets for insurance proceeds expected to be received from its insurance carriers related to this case. See further details in Note 7–Prepaid Expenses and Other Current Assets and Note 15–Commitments and Contingencies.
As of December 31, 2018, accrued legal settlements above includes $11.5 million related to the EZPay plan lawsuit legal settlement, which was funded during the year ended December 31, 2019. See further details in Note 15–Commitments and Contingencies. |
Long-Term Debt |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt |
11. LONG-TERM DEBT Long-term debt, net, as of December 31, 2019 and 2018 consisted of the following:
SEA is the borrower under the senior secured credit facilities, as amended pursuant to a credit agreement (the “Existing Credit Agreement”) dated as of December 1, 2009, as the same may be amended, restated, supplemented or modified from time to time (the “Senior Secured Credit Facilities”). On October 31, 2018, SEA entered into a refinancing amendment, Amendment No. 9 (the “Amended Credit Agreement”), to its Existing Credit Agreement. In connection with the Amended Credit Agreement, SEA borrowed $543.9 million of additional term loans (the “Term B-5 Loans”) of which the proceeds, along with cash on hand, were used to redeem all of the then outstanding principal of the Term B-2 loans, and pay other fees, costs and expenses in connection with the Amended Credit Agreement and related transactions. Additionally, pursuant to the Amended Credit Agreement, SEA terminated the then existing revolving credit commitments and replaced them with a new tranche of revolving credit commitments with an aggregate commitment amount of $210.0 million (the “Revolving Credit Facility”). In connection with the issuance of the Term B-5 Loans and as a result of the Amended Credit Agreement, SEA recorded a discount of $0.7 million during the year ended December 31, 2018. Additionally, SEA wrote-off debt issuance costs of $8.2 million, which is included in loss on early extinguishment of debt and write-off of discounts and debt issuances costs in the accompanying consolidated statement of comprehensive income (loss) during the year ended December 31, 2018. On March 31, 2017, SEA entered into Amendment No. 8 (the “Amendment No. 8”) to its Existing Credit Agreement, as a result of Amendment No. 8 in 2017, SEA recorded a discount of $5.0 million and immaterial debt issuance costs during the year ended December 31, 2017. Additionally, SEA wrote-off debt issuance costs of $8.0 million, which is included in loss on early extinguishment of debt and write-off of discounts and debt issuances costs in the accompanying consolidated statement of comprehensive income (loss) during the year ended December 31, 2017. See discussion in the Senior Secured Credit Facilities section which follows for further information. As of December 31, 2019, SEA was in compliance with all covenants contained in the documents governing the Senior Secured Credit Facilities. Senior Secured Credit Facilities As of December 31, 2019, the Senior Secured Credit Facilities consisted of $1.508 billion in Term B-5 Loans which will mature on March 31, 2024 and a $210.0 million Revolving Credit Facility, of which $50.0 million was outstanding as of December 31, 2019. The Revolving Credit Facility will mature on October 31, 2023. The outstanding balance on the Revolving Credit Facility was included in current maturities of long-term debt in the accompanying consolidated balance sheets as of December 31, 2019 and 2018 due to the Company’s intent to repay the borrowings within the following twelve month period. Subsequent to December 31, 2019, SEA borrowed an additional $45.0 million on the Revolving Credit Facility for general working capital purposes. The Term B-5 Loans amortize in equal quarterly installments, commencing with the fiscal quarter ending December 31, 2018, in aggregate annual amounts equal to 1.015% of the original principal amount of the Term B-5 Loans outstanding on the Effective Date, with the balance payable on the final maturity date. SEA may voluntarily repay amounts outstanding under the Senior Secured Credit Facilities at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. SEA is also required to prepay the outstanding Term B-5 Loans, subject to certain exceptions, with
Notwithstanding any of the foregoing, each lender of term loans has the right to reject its pro rata share of mandatory prepayments described above, in which case SEA may retain the amounts so rejected. The foregoing mandatory prepayments will be applied pro rata to installments of term loans in direct order of maturity. During the first quarter of 2017, the Company made a mandatory prepayment of approximately $6.3 million based on its excess cash flow calculation as of December 31, 2016. Approximately $3.5 million of the mandatory prepayment was accepted by the lenders and applied ratably to the then outstanding Term B-2 and Term B-3 loans prior to Amendment No. 8 on March 31, 2017, and the remainder of $2.8 million was applied as a voluntary prepayment to the then outstanding Term B-2 loans in the second quarter of 2017. There were no mandatory prepayments made during the years ended December 31, 2019 and 2018. SEA may go to market to increase and/or add one or more incremental term loan facilities to the Senior Secured Credit Facilities and/or increase commitments under the Revolving Credit Facility in an aggregate principal amount of up to $350.0 million. SEA may also incur additional incremental term loans provided that, among other things, on a pro forma basis after giving effect to the incurrence of such incremental term loans, the First Lien Secured Leverage Ratio, as defined in the Senior Secured Credit Facilities, is no greater than 3.50 to 1.00. The obligations under the Senior Secured Credit Facilities are fully, unconditionally and irrevocably 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 existing and future material domestic wholly-owned subsidiaries. The Senior Secured Credit Facilities are collateralized by first priority or equivalent security interests, subject to certain exceptions, in (i) all the capital stock of, or other equity interests in, substantially all of SEA’s direct or indirect material domestic subsidiaries and 65% of the capital stock of, or other equity interests in, any “first tier” foreign subsidiaries and (ii) certain tangible and intangible assets of SEA and the Company. Certain financial, affirmative and negative covenants are included in the Senior Secured Credit Facilities. If an event of default occurs, the lenders under the Senior Secured Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the Senior Secured Credit Facilities and all actions permitted to be taken by a secured creditor. Term B-5 Loans Borrowings of the Term B-5 Loans under the Amended Credit Agreement bear interest at a fluctuating rate per annum equal to, at SEA’s option, (i) a base rate equal to the higher of (a) the federal funds rate plus and (b) the rate of interest in effect for such day as publicly announced from time to time by JPMorgan Chase Bank, N.A. as its “prime rate” (provided that in no event shall such base rate with respect to the Term B-5 Loans be less than 1.75% per annum), in each case, plus an applicable margin of 2.00% or (ii) a LIBOR rate based on the British Bankers Association LIBOR Rate (or any successor thereto) for the applicable interest period (provided that in no event shall such LIBOR rate with respect to the Term B-5 Loans be less than 0.75% per annum) plus an applicable margin of 3.00%. Revolving Credit Facility Borrowings of the Revolving Credit Facility under the Amended Credit Agreement bear interest at a fluctuating rate per annum equal to, at SEA’s option, (i) a base rate equal to the higher of (a) the federal funds rate plus of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by JPMorgan Chase Bank, N.A. as its “prime rate”, in each case, plus an applicable margin equal to 1.75%; or (ii) a LIBOR rate based on the British Bankers Association LIBOR Rate (or any successor thereto) for the applicable interest period (provided that in no event shall such LIBOR rate with respect to the Revolving Credit Facility be less than 0.0% per annum) plus an applicable margin equal to 2.75%. The applicable margin for borrowings under the Revolving Credit Facility are subject to one 25 basis point step-down upon achievement by SEA of certain corporate credit ratings, which the Company did not achieve as of December 31, 2019. In addition to paying interest on outstanding principal under the Senior Secured Credit Facilities, SEA is required to pay a commitment fee to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder at a rate of 0.50% per annum. SEA is also required to pay customary letter of credit fees. As of December 31, 2019, SEA had approximately $20.4 million of outstanding letters of credit and $50.0 million outstanding on its Revolving Credit Facility, leaving approximately $139.6 million available for borrowing under the Revolving Credit Facility. Restrictive Covenants The Senior Secured Credit Facilities contain a number of customary negative covenants. Such covenants, among other things, restrict, subject to certain exceptions, the ability of SEA and its restricted subsidiaries to incur additional indebtedness; make guarantees; create liens on assets; enter into sale and leaseback transactions; engage in mergers or consolidations; sell assets; make fundamental changes; pay dividends and distributions or repurchase SEA’s capital stock; make investments, loans and advances, including acquisitions; engage in certain transactions with affiliates; make changes in the nature of the business; and make prepayments of junior debt. All of the net assets of SEA and its consolidated subsidiaries are restricted and there are no unconsolidated subsidiaries of SEA. The Amended Credit Agreement removed all previous financial covenants on the Term B-5 Loans. The Revolving Credit Facility requires that SEA comply with a springing maximum first lien secured net 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. The Senior Secured Credit Facilities permit restricted payments in an aggregate amount per annum equal to the sum of (A) $25.0 million plus (B) an amount, if any, equal to (1) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment, is no greater than 3.50 to 1.00, an unlimited amount, (2) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 4.00 to 1.00 and greater than 3.50 to 1.00, the greater of (a) $95.0 million and (b) 7.50% of Market Capitalization (as defined in the Senior Secured Credit Facilities), (3) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 4.50 to 1.00 and greater than 4.00 to 1.00, $95.0 million and (4) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 5.00 to 1.00 and greater than 4.50 to 1.00, $65.0 million. As of December 31, 2019, the total net leverage ratio as calculated under the Senior Secured Credit Facilities was 3.24 to 1.00. The available capacity for restricted payments is recalculated at the beginning of each quarter, or upon declaration of a restricted payment, as set forth in the credit agreement. During the year ended December 31, 2019, the Company used approximately $150.0 million of its then available restricted payments capacity for a share repurchase (see Note 17–Related-Party Transactions and Note 20–Stockholders’ Equity for further details). Long-term debt at December 31, 2019, is repayable as follows and does not include the impact of any future voluntary prepayments. The outstanding balance under the Revolving Credit Facility is included below based on the Company’s intent to repay the borrowings within the next twelve months:
Interest Rate Swap Agreements As of December 31, 2019, the Company has five interest rate swap agreements (“the Interest Rate Swap Agreements”) which effectively fix the interest rate on the LIBOR-indexed interest payments associated with $1.0 billion of SEA’s outstanding long-term debt through May 14, 2020. The Interest Rate Swap Agreements became effective on September 30, 2016; have a total notional amount of $1.0 billion; mature on May 14, 2020; require the Company to pay a weighted-average fixed rate of 2.45% per annum to swap counterparties; provide that the Company receives a variable rate of interest based upon the greater of 0.75% or the BBA LIBOR; and have interest settlement dates occurring on the last day of December, March, June and September through maturity. SEA designated the Interest Rate Swap Agreements above as qualifying cash flow hedge accounting relationships as further discussed in Note 12–Derivative Instruments and Hedging Activities which follows. Cash paid for interest relating to the Senior Secured Credit Facilities and Interest Rate Swap Agreements, net of amounts capitalized, as applicable, was $80.5 million, $82.5 million and $80.6 million during the years ended December 31, 2019, 2018 and 2017, respectively. Cash paid for interest during the year ended December 31, 2017 excludes $5.1 million related to the fourth quarter interest payment on its Senior Secured Credit Facilities which was paid on January 5, 2018. See Note 10–Other Accrued Liabilities for accrued interest included in the accompanying consolidated balance sheets as of December 31, 2019 and 2018. |
Derivative Instruments and Hedging Activities |
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Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities |
12. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings. The Company does not speculate using derivative instruments. As of December 31, 2019 and 2018, the Company did not have any derivatives outstanding that were not designated in hedge accounting relationships. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. During the years ended December 31, 2019, 2018 and 2017, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. As of December 31, 2019 and 2018, the Company had five Interest Rate Swap Agreements that mature on May 14, 2020, which effectively fix the interest rate on LIBOR-indexed interest payments associated with $1.0 billion of SEA’s outstanding long-term debt through May 14, 2020. The Interest Rate Swap Agreements are designated as cash flow hedges of interest rate risk. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive (loss) income and are 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 will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Through the expiration date of May 14, 2020, the Company estimates that an additional $2.2 million will be reclassified as an increase to interest expense. Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the accompanying consolidated balance sheets as of December 31, 2019 and 2018:
Derivative instruments are valued according to the methodology outlined in Note 2–Summary of Significant Accounting Policies. The Company has determined that its derivatives fall within Level 2 of the fair value hierarchy as discussed in Note–16 Fair Value Measurements. The unrealized gain or loss on derivatives is recorded net of a tax benefit of $1.4 million and a tax expense of $3.1 million for the years ended December 31, 2019 and 2018, respectively, and is included in the accompanying consolidated statements of changes in stockholders’ equity and the consolidated statements of comprehensive income (loss). Tabular Disclosure of the Effect of Derivative Instruments on the Statements of Comprehensive Income (Loss) The table below presents the pre-tax effect of the Company’s derivative financial instruments in the accompanying consolidated statements of comprehensive income (loss) for the years ended December 31, 2019 and 2018:
Credit Risk-Related Contingent Features In relation to its Interest Rate Swap Agreements, the Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. As of December 31, 2019, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $2.2 million. As of December 31, 2019, the Company has posted no collateral related to these agreements. If the Company had breached any of these provisions at December 31, 2019, it could have been required to settle its obligations under the agreements at their termination value of $2.2 million. Changes in Accumulated Other Comprehensive (Loss) Income The following table reflects the changes in accumulated other comprehensive (loss) income for the years ended December 31, 2019 and 2018, net of tax:
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Income Taxes |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes |
13. INCOME TAXES For the years ended December 31, 2019, 2018 and 2017, the provision for (benefit from) income taxes is comprised of the following:
The deferred income tax provision (benefit) represents the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Cash paid for income taxes totaled $1.4 million, $0.8 million and $0.5 million, for the years ended December 31, 2019, 2018 and 2017, respectively. The components of deferred income tax assets and liabilities as of December 31, 2019 and 2018 are as follows:
The Company files federal, state and provincial income tax returns in various jurisdictions with varying statute of limitation expiration dates. Under the tax statute of limitations applicable to the Internal Revenue Code of 1986, as amended (the “Code”), the Company is no longer subject to U.S. federal income tax examinations by the Internal Revenue Service for years before 2015. However, because the Company is carrying forward income tax attributes, such as net operating losses and tax credits from 2009 and subsequent years, these attributes can still be audited when utilized on returns filed in the future. 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 in the applicable period. The Company has federal tax net operating loss carryforwards of approximately $659.1 million as of December 31, 2019 and state net operating loss carryforwards spread across various jurisdictions with a combined total of approximately $849.0 million as of December 31, 2019. These net operating loss carryforwards, if not used to reduce taxable income in future periods, will begin to expire in 2029, for both federal and state tax purposes. Realization of the deferred income tax assets, primarily arising from these net operating loss carryforwards and charitable contribution carryforwards, is dependent upon generating sufficient taxable income prior to expiration of the carryforwards, which may include the reversal of deferred tax liability components. Due to the uncertainty of realizing the benefit from the deferred tax asset recorded for state net operating loss carryforwards, as of December 31, 2019 and 2018, the Company has recorded a valuation allowance of approximately $5.2 million and $2.8 million, net of federal tax benefit, respectively, on the deferred tax assets related to those state net operating losses. During 2017, an ownership shift of more than 50 percent as defined by the Internal Revenue Code (“IRC”) Section 382 occurred. The Company determined that, while an ownership shift occurred and limits were determined under Section 382 and the regulations and guidance thereunder, the applicable limits would not impair the value or anticipated use of the Company’s federal and state net operating losses. Although realization is not assured, after consideration of the current valuation allowance related to state net operating loss carryforwards, management believes it is more likely than not that any limitation under IRC Section 382 will not impair the realizability of the net deferred income tax assets related to federal and state tax net operating loss carryforwards. However, the annual limitations may impact the timeframe over which the net operating loss carryforwards can be used, potentially impacting the cash tax liabilities in a future period. The reconciliation between the statutory income tax rate and the Company’s effective income tax provision (benefit) rate for the years ended December 31, 2019, 2018 and 2017, is as follows:
On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes significant modifications to the provisions of the Internal Revenue Code, including but not limited to a corporate tax rate decrease from 35% to 21% effective as of January 1, 2018. The Company’s net deferred tax assets and liabilities were revalued at the newly enacted U.S. corporate rate in the year of enactment. |
Leases |
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Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases |
14. LEASES The Company has land, warehouse and office space, and equipment leases which are classified as either operating or financing obligations. The Company’s land lease consists of a long-term lease with the City of San Diego covering approximately 190 acres, including approximately 17 acres of water in Mission Bay Park, California (the “Premises”). Under the terms of the lease, the Premises must be used as a marine park facility and related uses. In addition, the Company may not operate another marine park facility within a radius of 560 miles from the City of San Diego. The annual rent under the lease is variable and calculated on the basis of a specified percentage of the Company’s gross income from the Premises, or the minimum yearly rent, whichever is greater. The current lease term for the Premises ends in June 2048 with a corresponding lease liability being amortized using an estimated incremental borrowing rate of 8.2%. The minimum yearly rent is adjusted every three years to an amount equal to 80% of the average accounting year rent actually paid for the three previous years. The minimum yearly rent through December 31, 2019 was approximately $10.4 million. On January 1, 2020, the minimum annual rent payment was recalculated in accordance with the lease agreement and remained unchanged. Actual payments may vary from the annual straight-line minimum base rent based on a shift of seasonal performance results. Rent payments related to the Premises for the years ended December 31, 2019, 2018 and 2017 were approximately $10.5 million, $11.2 million and $10.5 million, respectively. Upon adoption of ASC 842, the Company also reclassified a favorable lease asset net balance of approximately $14.0 million related to the Premises from other intangible assets, net, to right of use assets-operating in the accompanying consolidated balance sheet as of December 31, 2019. The tables below present the lease balances and their classification in the accompanying consolidated balance sheets as of December 31, 2019 and 2018:
The table below presents the lease costs and their classification in the accompanying consolidated statements of comprehensive income (loss) for the year ended December 31, 2019:
In addition to the operating lease costs above, short term rent expense for the year ended December 31, 2019 was approximately $4.2 million and is included in operating expenses and selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss). The table below presents the Company’s lease maturities as of December 31, 2019:
Operating lease costs include approximately $7.2 million related to options to extend lease terms that are reasonably certain of being exercised.
The table below presents the future minimum lease payments for long-term non-cancellable operating and financing leases under ASC 840 as of December 31, 2018:
The table below presents the weighted average remaining lease terms and applicable discount rates as of December 31, 2019:
The table below presents the cash flows and supplemental information associated with the Company’s leasing activities for the year ended December 31, 2019:
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Commitments and Contingencies |
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Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies |
15. COMMITMENTS AND CONTINGENCIES The Company has commenced construction of certain new theme park attractions and other projects under contracts with various third parties. At December 31, 2019, excluding certain amounts related to the License Agreement with Sesame Workshop as described below, additional capital payments of approximately $143.0 million are necessary to complete these projects. The majority of these projects are expected to be completed in 2021. License Agreements 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 stand alone 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), the Company will have the option to build additional Standalone Parks in the defined 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 December 31, 2019, the Company estimates the combined remaining obligations for the License Agreement commitments could be up to approximately $50.0 million over the remaining term of the agreement. In October 2019, the Company announced that it will convert Aquatica San Diego into its second Sesame Place Standalone Park in the spring of 2021. While construction will begin in the fall of 2019, it is not expected to impact Aquatica San Diego’s 2020 operating schedule. ABI has granted the Company a perpetual, exclusive, worldwide, royalty-free license to use the Busch Gardens trademark and certain related domain names in connection with the operation, marketing, promotion and advertising of certain of the Company’s theme parks, as well as in connection with the production, use, distribution and sale of merchandise sold in connection with such theme parks. Under the license, the Company is required to indemnify ABI against losses related to the use of the marks. Securities Class Action Lawsuits On September 9, 2014, a purported stockholder class action lawsuit consisting of purchasers of the Company’s common stock during the periods between April 18, 2013 to August 13, 2014, captioned Baker v. SeaWorld Entertainment, Inc., et al., Case No. 14-CV-02129-MMA (KSC), was filed in the U.S. District Court for the Southern District of California against the Company, the Chairman of the Company’s Board, certain of its executive officers and Blackstone. On February 17, 2015, Court-appointed Lead Plaintiffs, Pensionskassen For Børne- Og Ungdomspædagoger and Arkansas Public Employees Retirement System, together with additional plaintiffs, Oklahoma City Employee Retirement System and Pembroke Pines Firefighters and Police Officers Pension Fund (collectively, “Plaintiffs”), filed an amended complaint against the Company, the Chairman of the Company’s Board, certain of its directors, certain of its executive officers, Blackstone, and underwriters of the initial public offering and secondary public offerings. The amended complaint alleges, among other things, that the prospectus and registration statements filed contained materially false and misleading information in violation of the federal securities laws and seeks unspecified compensatory damages and other relief. Plaintiffs contend that defendants knew or were reckless in not knowing that the film Blackfish was impacting SeaWorld’s business at the time of each public statement. On May 31, 2016, Plaintiffs filed a second amended consolidated class action complaint, which, among other things, no longer names the Company’s Board or underwriters as defendants. On February 11, 2020, the Company announced that it had entered into a settlement agreement relating to this case. The proposed settlement, which is subject to certain conditions, including court approval, requires 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 proposed settlement does not include or constitute an admission, concession, or finding of any fault, liability, or wrongdoing by the Company or any defendant. There can be no assurance that the proposed settlement agreement will be approved by the court. 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, which is included in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss). 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 Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously; however, there can be no assurance regarding the ultimate outcome of this lawsuit. Shareholder Derivative Lawsuit On December 8, 2014, a putative derivative lawsuit captioned Kistenmacher v. Atchison, et al., Civil Action No. 10437, was filed in the Court of Chancery of the State of Delaware against, among others, the Chairman of the Company’s Board, certain of the Company’s executive officers, directors and shareholders, and Blackstone. The Company is a “Nominal Defendant” in the lawsuit. On March 30, 2015, the plaintiff filed an amended complaint against the same set of defendants. The amended complaint alleges, among other things, that the defendants breached their fiduciary duties, aided and abetted breaches of fiduciary duties, violated Florida Blue Sky laws and were unjustly enriched by (i) including materially false and misleading information in the prospectus and registration statements; and (ii) causing the Company to repurchase certain shares of its common stock from certain shareholders at an alleged artificially inflated price. The Company does not maintain any direct exposure to loss in connection with this shareholder derivative lawsuit as the lawsuit does not assert any claims against the Company. The Company’s status as a “Nominal Defendant” in the action reflects the fact that the lawsuit is maintained by the named plaintiff on behalf of the Company and that the plaintiff seeks damages on the Company’s behalf. On February 11, 2020, the Company announced that it had entered into a binding agreement for the settlement of this case. Pursuant to the agreement, the Company received $12.5 million of insurance proceeds from its insurers which can be used for general corporate purposes and will adopt certain corporate governance modifications. The final settlement of the matter remains subject to a formal agreement and court approval. There can be no assurance that the final settlement agreement will be executed or that such agreement will be approved by the court. In the first quarter of 2020, the Company expects to record a legal settlement gain of $12.5 million related to insurance proceeds received. Consumer Lawsuit On April 13, 2015, a purported class action was filed in the Superior Court of the State of California for the City and County of San Francisco against SeaWorld Parks & Entertainment, Inc., captioned Marc Anderson, et. al., v. SeaWorld Parks & Entertainment, Inc. Civil Case No. 15-cv-02172-JSW, (the “Anderson Matter”). The putative class consisted of all consumers within California who, within the past four years, purchased tickets to SeaWorld San Diego. The complaint (as amended) alleges causes of action under the California False Advertising Law, California Unfair Competition Law and California CLRA. Plaintiffs’ claims are based on their allegations that the Company misrepresented the physical living conditions and care and treatment of its killer whales, resulting in confusion or misunderstanding among ticket and orca plush purchasers with intent to deceive and mislead the plaintiffs and purported class members. The complaint seeks restitution, equitable relief, attorneys’ fees and costs. Based on plaintiffs’ definition of the class, the amount in controversy could have exceeded $5.0 million assuming the class became certified. The liability exposure is speculative though. On May 14, 2015, the Company removed the case to the United States District Court for the Northern District of California. The Company filed a motion for summary judgment on October 30, 2017 which the Court granted in part and denied in part. On May 23, 2018, the plaintiffs represented to the Court that they will not file a motion for class certification. The case is no longer a class action. All three named plaintiffs continue to have claims for individual restitution in a nominal amount and injunctive relief. The Court bifurcated the trial of the case into two phases: the plaintiffs’ standing to sue and the merits of their claims. The standing trial is scheduled for March 9, 2020, after which the Court will determine if there needs to be a trial on the merits which currently is scheduled for April 27, 2020. Pre-trial motions and mediation proceedings are continuing. The Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously; however, there can be no assurance regarding the ultimate outcome of this lawsuit. EZPay Plan Class Action Lawsuit On December 3, 2014, a purported class action lawsuit was filed in the United States District Court for the Middle District of Florida, Tampa Division against SeaWorld Parks & Entertainment, Inc. The case, captioned Jason Herman, Joey Kratt, and Christina Lancaster, as individuals and on behalf of all others similarly situated, v. SeaWorld Parks & Entertainment, Inc. Case no: 8:14-cv-03028-MSS-JSS was certified as a class action in 2018. The Court certified a class action on two claims for relief -- breach of contract and violation of federal Electronic Funds Transfer Act, 15 U.S.C. section 1693 et seq. on behalf of three individual plaintiffs and two classes: (i) individuals in the states of Florida, Texas, Virginia and California who paid for an annual pass through EZ pay in “less than twelve months,” had their passes automatically renewed and did not use the renewed passes after the first year or were not issued a full refund of payments made after the twelfth payment; and (ii) all of these same individuals who used debit cards. In April 2018, the Company reached a preliminary agreement in principle to settle this matter for a payment of $11.5 million into a common fund, plus certain administrative costs and expenses associated with the proposed settlement. At a fairness hearing held April 18, 2019, the Court approved the settlement. On April 29, 2019, the Court entered an order approving the final settlement. The Company has funded the $11.5 million settlement and is working with a class action administrator to facilitate the settlement in accordance with the terms of the settlement agreement. Other Matters The Company is a party to various other claims and legal proceedings arising in the normal course of business. In addition, from time to time the Company is subject to audits, inspections and investigations by, or receives requests for information from, various federal and state regulatory agencies, including, but not limited to, the U.S. Department of Agriculture’s Animal and Plant Health Inspection Service (“APHIS”), the U.S. Department of Labor’s Occupational Safety and Health Administration (“OSHA”), the California Occupational Safety and Health Administration (“Cal-OSHA”), the Florida Fish & Wildlife Commission (“FWC”), the Equal Employment Opportunity Commission (“EEOC”), the Internal Revenue Service (“IRS”) the U.S. Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”). In September 2018, the Company reached a settlement with the SEC relating to a previously disclosed SEC investigation. In connection with the settlement, without admitting or denying the substantive allegations in the SEC’s complaint, the Company agreed to the entry of a final judgment ordering the Company to pay a civil penalty of $4.0 million and enjoining the Company from violation of certain provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 and certain rules thereunder. The settlement is recorded in selling, general and administrative expenses for the year ended December 31, 2018 in the Company’s consolidated statements of comprehensive income (loss). 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. |
Fair Value Measurements |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements |
16. FAIR VALUE MEASUREMENTS The Company has determined that the majority of the inputs used to value its derivative financial instruments using the income approach fall within Level 2 of the fair value hierarchy. The Company uses readily available market data to value its derivatives, such as interest rate curves and discount factors. ASC 820, Fair Value Measurement also requires consideration of credit risk in the valuation. The Company uses a potential future exposure model to estimate this credit valuation adjustment (“CVA”). The inputs to the CVA are largely based on observable market data, with the exception of certain assumptions regarding credit worthiness which make the CVA a Level 3 input. Based on the magnitude of the CVA, it is not considered a significant input and the derivatives are classified as Level 2. See Note 12–Derivative Instruments and Hedging Activities. Of the Company’s long-term obligations, the Term B-5 Loans are classified in Level 2 of the fair value hierarchy as of December 31, 2019 and 2018. The fair value of the term loans as of December 31, 2019 and 2018 approximate their carrying value, excluding unamortized debt issuance costs and discounts, due to the variable nature of the underlying interest rates and the frequent intervals at which such interest rates are reset. See Note 11–Long-Term Debt. The Company did not have any assets measured on a recurring basis at fair value at 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:
There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2018. The following table presents the Company’s estimated fair value measurements and related classifications for assets and liabilities measured on a recurring basis as of December 31, 2018:
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Related-Party Transactions |
12 Months Ended |
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Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions |
17. RELATED-PARTY TRANSACTIONS ZHG Transaction On May 8, 2017 an affiliate of Zhonghong Zhuoye Group Co., Ltd., Sun Wise (UK) Co., LTD (“Sun Wise”) acquired approximately 21% of the then outstanding shares of common stock of the Company (the “ZHG Transaction”) from certain affiliates of Blackstone (“Sellers”). Subsequent to the ZHG Transaction, Blackstone did not own any remaining shares of the Company. In connection with the ZHG Transaction, Sellers reimbursed the Company for approximately $4.0 million of related costs and expenses incurred by the Company during the year ended December 31, 2017.
As a result of the ZHG Transaction, Sun Wise held beneficial ownership of 19,452,063 shares (the “Pledged Shares”) of the Company’s common stock. Sun Wise had pledged such shares in connection with certain loan obligations of Sun Wise. Sun Wise subsequently defaulted on such loan obligations and, as a result, PA Eminent Opportunity VI Limited (a controlled affiliate of PAG (f/k/a Pacific Alliance Group)) and China Huarong International Holdings Limited (together, the “Lenders”) foreclosed on the Pledged Shares and, accordingly, the Pledged Shares were transferred to 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. On May 27, 2019, the Security Agent also entered into a stock purchase agreement with Hill Path Capital LP (“Hill Path”) and certain of its affiliates pursuant to which the Security Agent agreed to sell and certain affiliates of Hill Path agreed to purchase, in the aggregate, 13,214,000 of the Pledged Shares held by the Security Agent at a price per share equal to $26.71 (the “HP Purchase”). The purchase closed on May 30, 2019, at which time, Hill Path’s ownership percentage increased to 34.6%. See Note 20–Stockholder’s Equity for further details. ZHG Agreements As discussed in Note 4–Revenues, in March 2017, the Company entered into the ZHG Agreements. In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed. As of December 31, 2018, a receivable related to the ZHG Agreements of approximately $1.5 million was included in accounts receivable in the accompanying consolidated balance sheets. See Note 4–Revenues for further details including amounts recorded as revenue related to the ZHG Agreements. Hill Path Capital LP Agreements On November 5, 2017, the Company and Hill Path entered into a Cooperation Agreement (the “Cooperation Agreement”) and certain related agreements. Under the terms of the Cooperation Agreement, the Company paid Hill Path $0.5 million during the fourth quarter of 2017 to reimburse for fees and expenses incurred in connection with the negotiation and execution of the Cooperation Agreement. Pursuant to the Cooperation Agreement, on November 5, 2017, the Company’s Board appointed a designee from Hill Path to the Board and the Revenue Committee of the Board, immediately following the execution of the Cooperation Agreement. On May 27, 2019, in connection with the HP Purchase, the Company concurrently entered into a stockholders agreement, a registration rights and the Amended and Restated Undertaking Agreement with Hill Path (collectively, the “HP Agreements”). Under the HP Agreements, the Company agreed to appoint up to three Hill Path director designees to its Board 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 year ended December 31, 2019, the Company reimbursed Hill Path for $250,000 in expenses incurred. |
Retirement Plan |
12 Months Ended |
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Dec. 31, 2019 | |
Postemployment Benefits [Abstract] | |
Retirement Plan |
18. RETIREMENT PLAN The Company sponsors a defined contribution plan, under Section 401(k) of the Internal Revenue Code. During 2019, 2018 and 2017, the plan was a qualified automatic contributions arrangement, which automatically enrolled employees, once eligible, unless they opted out. The Company made matching cash contributions subject to certain restrictions, structured as a 100% match on the first 1% contributed by the employee and a 50% match on the next 5% contributed by the employee. Effective January 1, 2020, the plan removed the automatic contributions arrangement and amended the matching cash contributions structure going forward to be a 50% match on the first 4% of eligible pay contributed by the employee. Employer matching contributions for the years ended December 31, 2019, 2018 and 2017, totaled $7.5 million, $7.6 million and $7.9 million, respectively, and is included in selling, general and administrative expenses and in operating expenses in the accompanying consolidated statements of comprehensive income (loss). |
Equity-Based Compensation |
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Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity-Based Compensation |
19. EQUITY-BASED COMPENSATION Equity compensation expense is included in operating expenses and in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss) as follows:
Equity compensation expense for the year ended December 31, 2018, includes approximately $5.5 million related to equity awards which were accelerated to vest in connection with the departure of certain executives as required by their respective employment agreements (see Note 21–Severance and Other Separation Costs for further details). Equity compensation expense for the year ended December 31, 2017 includes approximately $8.4 million related to certain of the Company’s performance-vesting restricted shares (see the 2.75x Performance Restricted shares section which follows for further details). Total unrecognized equity compensation expense for all equity compensation awards probable of vesting as of December 31, 2019 was approximately $22.7 million, which is expected to be recognized over a weighted-average period of 1.6 years. The total fair value of shares which vested during the years ended December 31, 2019, 2018 and 2017 was approximately $9.7 million, $12.1 million and $13.8 million, respectively. The weighted average grant date fair value per share of time-vesting and performance-vesting restricted awards granted during the years ended December 31, 2019, 2018 and 2017 were $26.55, $15.40 and $17.71 per share, respectively. The activity related to the Company’s time-vesting and performance-vesting restricted awards during the year ended December 31, 2019 was as follows:
The total intrinsic value of stock options exercised during the years ended December 31, 2019 and 2018 was approximately $2.4 million and $1.7 million, respectively and immaterial during the year ended December 31, 2017. The activity related to the Company’s stock option awards during the year ended December 31, 2019 was as follows:
The weighted average grant date fair value of stock options granted during the year ended December 31, 2019 was $9.41. Key weighted-average assumptions utilized in the Black-Scholes Option Pricing Model for stock options granted during the year ended December 31, 2019 were:
The Company recognizes equity compensation expense for its performance-vesting restricted awards ratably over the related performance period, if the performance condition is probable of being achieved. If the probability of vesting 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. Omnibus Incentive Plan The Company has reserved 15,000,000 shares of common stock for issuance under the Company’s Omnibus Incentive Plan (the “Omnibus Incentive Plan”), of which approximately 8,480,000 are available for future issuance as of December 31, 2019. Bonus Performance Restricted Awards During the year ended December 31, 2019, the Company granted performance-vesting restricted units (the “Bonus Performance Restricted Awards”) in accordance with its annual bonus plan for 2019 (the “2019 Bonus Plan”). The 2019 Bonus Plan provides for bonus awards payable 50% in cash and 50% in Bonus Performance Restricted Awards and is based upon the Company’s achievement of specified performance goals, as defined by the 2019 Bonus Plan, with respect to the year ended December 31, 2019 (the “Fiscal 2019”). The total number of units eligible to vest into shares of stock is based on the level of achievement of the targets for Fiscal 2019 which ranges from 0% (if below threshold performance) and up to 200% (at or above maximum performance). Separately, on October 3, 2019, in connection with its regular review of compensation matters, the Compensation Committee of the Board, approved certain equity awards designed to recognize employees for their contribution and continued expected contribution to the Company and its goals (the “October 2019 Grant”). A portion of these awards were in the form of performance-vesting restricted units which are eligible to vest based on achievement of specific performance goals with respect to Fiscal 2019. In accordance with ASC 718, Compensation-Stock Compensation, equity compensation expense is recorded on shares probable of vesting. Based on the Company’s actual Fiscal 2019 results with respect to specific performance goals, a portion of the outstanding performance-vesting restricted awards related to the Fiscal 2019 performance goals were considered probable of vesting as of December 31, 2019; therefore, equity compensation expense has been recorded related to these awards. These awards are expected to vest in accordance with their terms, at which time any unearned units will forfeit. The Company also had an annual bonus plan for the year ended December 31, 2018 (the “Fiscal 2018”), under which certain employees were eligible to vest in performance-vesting restricted units based upon the Company’s achievement of specified performance goals with respect to Fiscal 2018. Based on the Company’s actual Fiscal 2018 results, a portion of these units vested in the year ended December 31, 2019 and the remainder forfeited in accordance with their terms. 2019 Long-Term Incentive Awards During the year ended December 31, 2019, the Company granted long-term incentive plan awards for 2019 (the “2019 Long-Term Incentive Grant”) which were comprised of nonqualified stock options (the “Long-Term Incentive Options”) and performance-vesting restricted units (the “Long-Term Incentive Performance Restricted Units”) (collectively, the “Long-Term Incentive Awards”). Long-Term Incentive Awards for 2019, 2020 and 2021 combined were granted to certain employees during the year ended December 31, 2019. Long-Term Incentive Options The Long-Term Incentive Options generally vest over three years, with vesting on each anniversary of the date of grant, subject to continued employment through the applicable vesting date. Equity compensation expense for these options is recognized for each tranche over the three year vesting period using the straight line method. Upon stock option exercises, authorized but unissued shares are issued by the Company.Long-Term Incentive Performance Restricted Units The Long-Term Incentive Performance Restricted Units originally granted in 2019 (the “2019 LTIP Performance Awards”) contained a three-year performance period consisting of the 2019-2021 calendar years (or, extended through the end of the 2022 calendar year, as applicable) and were eligible to vest based upon the Company’s achievement of specific performance goals for the performance period, as defined by the 2019 Long-Term Incentive Grant. The total number of Long-Term Incentive Performance Restricted Units eligible to vest will be based on the level of achievement of the performance goals and ranges from 0% (if below threshold performance) up to 100% (for target or above performance). Upon achievement of the performance goals, only 50% of the award for a given level of performance will vest, with the remaining 50% subject to a one-year performance test period. The goal achieved must be met again or exceeded the next fiscal year before the remaining units are earned. In November 2019, certain performance-vesting restricted stock units were granted to the Company’s new Chief Executive Officer (the “CEO Performance Awards”). The CEO Performance Awards have a three-year performance period consisting of the 2020-2022 calendar years (or, extended through the end of the 2023 calendar year, as applicable) which are eligible to vest based upon the Company’s achievement of specific performance goals for the performance period, as defined by the CEO Performance Awards. The performance period and the performance goals for the CEO Performance Awards differed from those of the 2019 LTIP Performance Awards, as such, on February 25, 2020, the Board approved a modification (the “Modification”) to the 2019 LTIP Performance Awards in order to better align its terms with those of 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. Other Long-Term Incentive Awards During the year ended December 31, 2019, the Company also granted time-vesting restricted units which vest over three years to certain employees, with vesting on each anniversary of the date of grant, subject to continued employment through the applicable vesting date. Separately, as part of the October 2019 Grant, time-vesting restricted units were also granted which 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. Equity compensation expense related to these awards is recognized using the straight line method.Previous Long-Term Incentive Awards The Company also has outstanding time-vesting restricted awards (the “Long-Term Incentive Time Restricted Awards”), performance-vesting restricted awards (the “Long-Term Incentive Performance Restricted Awards”) and Long-Term Incentive Options granted under previous long-term incentive plan grants. During the year ended December 31, 2019, a portion of the previously granted Long-Term Incentive Performance Restricted Awards related to completed performance periods vested, with the remainder forfeiting in accordance with their terms. 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. Based on the Company’s actual results for 2019, a portion of the previously granted Long-Term Incentive Performance Restricted Awards related to the performance period which ended on December 31, 2019 are expected to vest in the first quarter of 2020, with the remainder forfeiting in accordance with their terms. 2.75x Performance Restricted Shares The Company had awarded under its previous incentive plans certain performance-vesting restricted shares (the “2.75x Performance Restricted shares”). During the first quarter of 2017, the Company modified certain 2.75x Performance Restricted shares to vest 60% upon the closing of the ZHG Transaction on May 8, 2017 (see Note 17–Related-Party Transactions). The remaining outstanding unvested 2.75x Performance Restricted shares forfeited in the second quarter of 2018. As the modification discussed above was based on a liquidity event, for accounting purposes, the 2.75x Performance Restricted shares were not considered probable of vesting until such time the ZHG Transaction was consummated. In accordance with the guidance in ASC 718, Compensation-Stock Compensation, as the 2.75x Performance Restricted shares were not considered probable of vesting before or after the date of modification, the Company used the respective modification date fair value to record equity compensation expense related to the modified shares when the liquidity event occurred. As a result, during the year ended December 31, 2017, the Company recognized non-cash equity compensation expense related to all of the 2.75x Performance Restricted shares of approximately $8.4 million and paid cash accumulated dividends related to previous dividend declarations of approximately $1.3 million. Other During the year ended December 31, 2019, the Company granted equity awards to its non-employee members of its Board which will vest on the day before the Company’s next annual meeting. Each eligible Board member elected the form of their equity award as either deferred stock units (“DSUs”) or restricted stock units (“RSUs”). Each DSU granted in 2019 represents the right to receive one share of the Company’s common stock three months after the respective director leaves the Board. Upon vesting, each RSU will be converted into one share of the Company’s common stock. |
Stockholders' Equity |
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Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity |
20. STOCKHOLDERS’ EQUITY As of December 31, 2019, 94,044,203 shares of common stock were issued in the accompanying consolidated balance sheet, which includes 15,790,463 shares of treasury stock held by the Company (see Share Repurchase Program discussion below), but excludes 474,460 unvested shares of common stock and 2,440,952 unvested restricted stock units held by certain participants in the Company’s equity compensation plans (see Note 19–Equity-Based Compensation). Share Repurchase Program The Board previously authorized the repurchase of up to $250.0 million of the Company’s common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The Share Repurchase Program has no time limit and may be suspended or discontinued completely at any time. During the year ended December 31, 2019, the Company completed a share repurchase of 5,615,874 shares (see discussion relating to the SEAS Repurchase in Note 17–Related Party Transactions for further details). On August 2, 2019, the Company’s Board approved a replenishment to the Share Repurchase Program of $150.0 million, bringing the total amount authorized for future share repurchases back up to $250.0 million. As of December 31, 2019, $250.0 million remained available for future share repurchases. 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 and alternative opportunities. During the year ended December 31, 2018, the Company repurchased a total of 3,654,816 shares of common stock at a total cost of approximately $98.0 million. No shares were repurchased by the Company during the year ended December 31, 2017. All shares repurchased pursuant to the Share Repurchase Program, along with shares repurchased directly from selling stockholders concurrently with previous secondary offerings, are recorded as treasury stock at a total cost of $402.9 million and $252.9 million as of December 31, 2019 and 2018, respectively, and are reflected as a reduction to stockholders’ equity in the accompanying consolidated statements of changes in stockholders’ equity. Dividends In 2016, the Board suspended the Company’s then existing quarterly dividend policy to allow greater flexibility to deploy capital to opportunities that offer the greatest long term returns to shareholders, such as, but not limited to, investments in new attractions, debt repayments or share repurchases. For the year ended December 31, 2017, approximately $1.5 million of accumulated dividends were paid related to shares which vested during the respective year and is reflected in other financing activities in the accompanying consolidated statements of cash flows. These shares, which were granted prior to the dividend suspension, carried dividend rights and therefore the dividends accumulated and were paid when the shares vested in accordance with the underlying equity compensation grants. Accumulated dividends paid for the years ended December 31, 2019 and 2018 were not material. |
Severance and Other Separation Costs |
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Restructuring And Related Activities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Severance and Other Separation Costs |
21. SEVERANCE AND OTHER SEPARATION COSTS The Company is committed to continuous improvement and regularly evaluates operations to ensure it is properly organized for performance and efficiency. As a result, during the year ended December 31, 2019, the Company recorded approximately $4.2 million in pre-tax charges primarily consisting of severance and other termination benefits, which is included in severance and other separation costs in the accompanying consolidated statements of comprehensive income (loss). As of December 31, 2019, a liability of $0.4 million, which primarily relates to severance and other separation costs to be paid as contractually obligated by December 31, 2020, is included in accrued salaries, wages and benefits in the accompanying consolidated balance sheets. In August 2018, the Company announced a restructuring program (the “2018 Restructuring Program”) focused on reducing costs, improving operating margins and streamlining its management structure to create efficiencies and better align with its strategic business objectives. The 2018 Restructuring Program involved the elimination of approximately 125 positions during the third quarter of 2018 across the Company’s theme parks and its corporate headquarters. As a result, during the year ended December 31, 2018, the Company recorded approximately $5.5 million in pre-tax restructuring charges primarily related to severance and other termination benefits, which is included in severance and other separation costs in the accompanying consolidated statements of comprehensive income (loss). The Company will not incur any additional costs associated with the 2018 Restructuring Program as all continuing service obligations were completed as of December 31, 2018. In October 2017, the Company executed a restructuring program in an effort to reduce costs, increase efficiencies, reduce duplication of functions and improve the Company’s operations (the “2017 Restructuring Program”). The 2017 Restructuring Program involved the elimination of approximately 350 positions by the end of the fourth quarter of 2017 across certain of the Company’s theme parks and corporate headquarters. As a result, during the year ended December 31, 2017, the Company recorded approximately $5.2 million in pre-tax restructuring charges primarily related to severance and other termination benefits, which is included in severance and other separation costs in the accompanying consolidated statements of comprehensive income (loss). The Company will not incur any additional costs associated with the 2017 Restructuring Program as all continuing service obligations were completed as of December 31, 2017. The 2018 and 2017 Restructuring Program activity for the years ended December 31, 2019 and 2018 was as follows:
Other Separation Costs Severance and other separation costs for the year ended December 31, 2018 also includes severance and other employment expenses for other positions not part of a larger restructuring program and includes certain executives who stepped down from their respective positions during 2018. In particular, on February 27, 2018, the Company announced that its President and Chief Executive Officer (the “Former CEO”) had stepped down from his position and resigned as a member of the Board. In connection with his departure, the Former CEO received a lump sum cash payment of approximately $6.7 million in severance-related benefits, in accordance with his employment agreement. Certain other executives who separated from the Company during the first half of 2018 also received severance-related benefits of approximately $3.8 million in accordance with the terms of their respective employment agreements or relevant company plan, as applicable. These severance expenses are included in severance and other separation costs in the accompanying consolidated statements of comprehensive income (loss) for the year ended December 31, 2018. Additionally, during the year ended December 31, 2018, certain equity awards were accelerated to vest in connection with the departure of specific executives as required by their respective employment agreements. As a result, the Company recorded incremental non-cash equity compensation expense related to these awards, which is included in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss). See Note 19–Equity-Based Compensation for further details. |
Summary Quarterly Financial Data |
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Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Quarterly Financial Data |
22. SUMMARY QUARTERLY FINANCIAL DATA (UNAUDITED) Unaudited summary quarterly financial data for the years ended December 31, 2019 and 2018 was as follows:
Based upon historical results, the Company typically generates its highest revenues in the second and third quarters of each year and incurs a net loss in the first and fourth quarters, in part because seven of its theme parks are only open for a portion of the year. |
Schedule I-Registrant's Condensed Financial Statements |
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Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule I-Registrant's Condensed Financial Statements |
Schedule I-Registrant’s Condensed Financial Statements
1. DESCRIPTION OF SEAWORLD ENTERTAINMENT, INC. SeaWorld Entertainment, Inc. (the “Parent”) was incorporated in Delaware on October 2, 2009. At that time, the Parent was owned by ten limited partnerships, ultimately owned by affiliates of The Blackstone Group L.P. (“Blackstone”) and certain co-investors. Parent completed an initial public offering in April 2013. See further discussion relating to subsequent ownership changes in Note 17–Related-Party Transactions in the accompanying consolidated financial statements. The Parent has no operations or significant assets or liabilities other than its investment in SeaWorld Parks & Entertainment, Inc. (“SEA”), which owns and operates twelve theme parks within the United States. Accordingly, the Parent is dependent upon distributions from SEA to fund its obligations. However, under the terms of SEA’s various debt agreements, SEA’s ability to pay dividends or lend to the Parent is restricted, except that SEA may pay specified amounts to the Parent to fund the payment of the Parent’s tax obligations. 2. BASIS OF PRESENTATION The accompanying condensed financial statements (the “parent company only financial statements”) include the accounts of the Parent and its investment in SEA accounted for in accordance with the equity method and do not present the financial statements of the Parent and its subsidiary on a consolidated basis. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted since this information is included with the SeaWorld Entertainment, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K (the “consolidated financial statements”). These parent company only financial statements should be read in conjunction with the consolidated financial statements. 3. GUARANTEES SEA is the borrower under the senior secured credit facilities, (the “Senior Secured Credit Facilities”) under a credit agreement (the “Existing Credit Agreement”) dated as of December 1, 2009, as the same may be amended, restated, supplemented or modified from time to time. On October 31, 2018, SEA entered into a refinancing amendment, Amendment No. 9 (the “Amended Credit Agreement”), to its Existing Credit Agreement. In connection with the Amended Credit Agreement, SEA borrowed additional term loans (the “Term B-5 Loans”) of which the proceeds, along with cash on hand, were used to redeem all of the then outstanding principal of the Term B-2 loans. Additionally, pursuant to the Amended Credit Agreement, SEA terminated the existing revolving credit commitments and replaced them with a new tranche of revolving credit commitments (the “Revolving Credit Facility”). On March 31, 2017, SEA entered into a refinancing amendment, Amendment No. 8 (the “Amendment No. 8”), to its Existing Credit Agreement and borrowed additional term loans of which the proceeds, along with cash on hand, were used to redeem all of the then outstanding Term B-3 loans and a portion of then outstanding principal of the Term B-2 loans. See further discussion in Note 11–Long-Term Debt of the accompanying consolidated financial statements. Under the terms of the Senior Secured Credit Facilities, the obligations of SEA are fully, unconditionally and irrevocably guaranteed by Parent, any subsidiary of Parent that directly or indirectly owns 100% of the issued and outstanding equity interest of SEA, and subject to certain exceptions, each of SEA’s existing and future material domestic wholly-owned subsidiaries (collectively, the “Guarantors”). 4. DIVIDENDS FROM SUBSIDIARY In 2016, SEA’s Board of Directors (the “Board”) had a policy to pay, subject to legally available funds, regular quarterly cash dividends to the Parent (defined as a restricted payment in the Senior Secured Credit Facilities) and the Parent’s Board had a policy to pay regular quarterly cash dividends to its stockholders. In September 2016, both SEA’s Board and the Parent’s Board suspended the quarterly dividend policy to allow greater flexibility to deploy capital, when possible, to opportunities that offer the greatest long term returns to shareholders, such as, but not limited to, investments in new attractions, debt repayments or share repurchases. During the years ended December 31, 2019 and 2018, SEA paid dividends to the Parent of approximately $150.0 million and $98.0 million, respectively. The dividends were in the form of payments that SEA made for share repurchases at the Parent level (see Note 5–Stockholders’ Equity which follows). During the years ended December 31, 2019, 2018 and 2017, Parent paid accumulated dividends, net of forfeitures, related to shares that carried dividend rights which vested during the respective year. See further discussion in Note 20–Stockholders’ Equity of the accompanying consolidated financial statements. 5. STOCKHOLDERS’ EQUITY Omnibus Incentive Plan The Parent has reserved 15,000,000 shares of common stock for future issuance under the Omnibus Incentive Plan (the “Omnibus Incentive Plan”), of which approximately 8,480,000 are available for future issuance as of December 31, 2019. The Omnibus Incentive Plan is administered by the compensation committee of the Parent’s Board, and provides that the Parent may grant equity incentive awards to eligible employees, directors, consultants or advisors of the Parent or its subsidiary, SEA, in the form of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based and performance compensation awards. If an award under the Omnibus Incentive Plan expires or is canceled, forfeited, or terminated, without issuance to the participant, the unissued shares may be granted again under the Omnibus Incentive Plan. See further discussion in Note 19–Equity-Based Compensation of the accompanying consolidated financial statements. During the years ended December 31, 2019 and 2018, respectively, Parent transferred approximately $3.7 million and $4.2 million in proceeds received from the exercise of stock options to SEA as a capital contribution and increased its investment in SEA. Share Repurchase Program The Parent’s Board previously authorized the repurchase of up to $250.0 million of the Company’s common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, the Parent is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The Share Repurchase Program has no time limit and may be suspended or discontinued completely at any time. During the year ended December 31, 2019, the Parent repurchased a total of 5,615,874 shares of common stock at a total cost of $150.0 million. On August 2, 2019 the Parent’s Board approved a replenishment to the Share Repurchase Program of $150.0 million, bringing the total amount authorized for future share repurchases back up to $250.0 million as of December 31, 2019. The number of shares to be purchased and the timing of purchases will be based on the Parent’s trading windows and available liquidity, general business and market conditions and other factors, including legal requirements and alternative opportunities. During the year ended December 31, 2018, the Parent repurchased a total of 3,654,816 shares of common stock at a total cost of approximately $98.0 million. There were no share repurchases during the year ended December 31, 2017. All shares repurchased pursuant to the Share Repurchase Program, along with shares repurchased directly from selling stockholders concurrently with previous secondary offerings, are recorded as treasury stock at a total cost of $402.9 million and $252.9 million as of the years ended December 31, 2019 and 2018, respectively, and are reflected as a reduction to stockholders’ equity in the accompanying condensed balance sheets. See further discussion in Note 20–Stockholders’ Equity of the accompanying consolidated financial statements. |
Summary of Significant Accounting Policies (Policies) |
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Basis of Presentation and Principles of Consolidation |
Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries, including SEA. All intercompany accounts have been eliminated in consolidation. |
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Use of Estimates |
Use of Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance, deferred tax assets and liabilities, deferred revenue, equity compensation and the valuation of goodwill and other indefinite-lived intangible assets. Actual results could differ from those estimates. |
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Cash and Cash Equivalents |
Cash and Cash Equivalents Cash and cash equivalents include cash held at financial institutions as well as operating cash onsite at each theme park to fund daily operations and amounts due from third-party credit card companies with settlement terms of less than four days. The amounts due from third-party credit card companies totaled $9.7 million and $17.4 million at December 31, 2019 and 2018, respectively. The cash balances in all accounts held at financial institutions are insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC”) through December 31, 2019. At times, cash balances may exceed federally insured amounts and potentially subject the Company to a concentration of credit risk. Management believes that no significant concentration of credit risk exists with respect to these cash balances because of its assessment of the creditworthiness and financial viability of the respective financial institutions. From time to time, the Company may invest in certain highly liquid instruments with original maturities of three months or less. These instruments may include money market mutual funds, certificates of deposit or time deposits, among others, which may or may not qualify for FDIC insurance. The Company classifies any such instruments as cash and cash equivalents based on their short-term maturities. |
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Restricted Cash |
Restricted Cash Restricted cash is recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Restricted cash consists primarily of funds received from strategic partners for use in approved marketing and promotional activities.
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Accounts Receivable-Net |
Accounts Receivable—Net Accounts receivable are reported at net realizable value and consist primarily of amounts due from customers for the sale of admission products, including amounts due for admissions products purchased on monthly installment arrangements. The Company is not exposed to a significant concentration of credit risk. The Company records an allowance on trade accounts receivable with an offset to the provision for bad debt for estimated uncollectible receivables, based on the amount and status of past-due accounts, contractual terms of the receivables and the Company’s history of uncollectible accounts. For all periods presented, the provision for bad debt was immaterial related to these accounts. The Company also records an allowance on amounts due from monthly installment arrangements based on historical default rates. As of December 31, 2019 and 2018, the Company recorded $12.1 million and $14.7 million, respectively, as an allowance on its installment arrangements with a corresponding reduction to deferred revenue. |
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Inventories |
Inventories Inventories are accounted for using the weighted average cost method and are stated at the lower of cost or net realizable value. Inventories consist primarily of products for resale, including merchandise, culinary items and miscellaneous supplies. Obsolete or excess inventories are recorded at their estimated realizable value. |
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Property and Equipment-Net |
Property and Equipment—Net Property and equipment are recorded at cost. The cost of ordinary or routine maintenance, repairs, spare parts and minor renewals is expensed as incurred. Development costs associated with new attractions and products are generally capitalized after necessary feasibility studies have been completed and final concept or contracts have been approved. The cost of assets is depreciated using the straight-line method based on the following estimated useful lives:
Certain costs related to animals exhibited in the theme parks are capitalized and amortized over their estimated lives (1-50 years). All costs to maintain animals are expensed as incurred, including in-house animal breeding costs, as they are immaterial to the consolidated financial statements. Construction in progress assets consist primarily of new rides, attractions and infrastructure improvements that have not yet been placed in service. These assets are stated at cost and are not depreciated. Once construction of the assets is completed and placed into service, assets are reclassified to the appropriate asset class based on their nature and depreciated in accordance with the useful lives above. Debt interest is capitalized on all active construction projects. Total interest capitalized for the years ended December 31, 2019, 2018 and 2017 was $4.6 million, $4.2 million and $2.7 million, respectively. |
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Computer System Development Costs |
Computer System Development Costs The Company capitalizes computer system development costs that meet established criteria and, once placed in service, amortizes those costs to expense on a straight-line basis over five years. Total capitalized costs related to computer system development costs, net of accumulated amortization, were $4.2 million and $6.1 million as of December 31, 2019 and 2018, respectively, and are recorded in other assets in the accompanying consolidated balance sheets. Accumulated amortization was $9.5 million and $9.9 million as of December 31, 2019 and 2018, respectively. Amortization expense of capitalized computer system development costs during the years ended December 31, 2019, 2018 and 2017 was $2.2 million, $3.7 million and $3.5 million, respectively, and is recorded in depreciation and amortization in the accompanying consolidated statements of comprehensive income (loss). Systems reengineering costs do not meet the proper criteria for capitalization and are expensed as incurred. |
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Impairment of Long-Lived Assets |
Impairment of Long-Lived Assets All long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. An impairment loss may be recognized when estimated undiscounted future cash flows expected to result from the use of the asset, including disposition, are less than the carrying value of the asset. The measurement of the impairment loss to be recognized is based upon the difference between the estimated fair value and the carrying amounts of the assets. Fair value is generally determined based upon a discounted cash flow analysis. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (generally a theme park). See further discussion in Note 8–Property and Equipment, Net. |
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Goodwill and Other Indefinite-Lived Intangible Assets |
Goodwill and Other Indefinite-Lived Intangible Assets Goodwill and other indefinite-lived intangible assets are not amortized, but instead reviewed for impairment at least annually on December 1, and as of an interim date should factors or indicators become apparent that would require an interim test, with ongoing recoverability based on applicable reporting unit overall financial performance and consideration of significant events or changes in the overall business environment or macroeconomic conditions. Such events or changes in the overall business environment could include, but are not limited to, significant negative trends or unanticipated changes in the competitive or macroeconomic environment. In assessing goodwill for impairment, the Company may choose to initially evaluate qualitative factors to determine if it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. The Company considers several factors, including macroeconomic conditions, industry and market conditions, overall financial performance of the reporting unit, changes in management, strategy or customers, and relevant reporting unit specific events such as a change in the carrying amount of net assets, a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit, and the testing of recoverability of a significant asset group within a reporting unit. If the qualitative assessment is not conclusive, then a quantitative impairment analysis for goodwill is performed at the reporting unit level. The Company may also choose to perform this quantitative impairment analysis instead of the qualitative analysis. The quantitative impairment analysis compares the estimated fair value of the reporting unit, determined using the income and/or market approach, to its recorded amount. If the recorded amount exceeds the fair value, then a goodwill impairment charge is recorded for the difference up to the recorded amount of goodwill. The determination of fair value in the Company’s goodwill impairment analysis is based on an estimate of fair value for the relevant reporting unit utilizing known and estimated inputs at the evaluation date. Some of those inputs include, but are not limited to, estimates of future revenue and expense growth, estimated market multiples, expected capital expenditures, income tax rates and cost of invested capital. The Company’s other indefinite-lived intangible assets consist of certain trade names/trademarks and other intangible assets which, after considering legal, regulatory, contractual, and other competitive and economic factors, are determined to have indefinite lives and are valued using the relief from royalty method. Trade names/trademarks are combined by brand as a unit of accounting when testing for impairment as the brand represents the highest and best use of the asset and drives the Company’s marketing strategy and international license agreements. Estimates required in this valuation method include estimated future revenues impacted by the trade names/trademarks, royalty rates, and appropriate discount rates. Projections are based on management’s best estimates given recent financial performance, market trends, strategic plans, brand awareness, operating characteristics by park, and other available information. See Note 9–Goodwill, Trade Names/Trademarks and Other Intangible Assets, Net, for further details. |
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Self-Insurance Reserves |
Self-Insurance Reserves Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period that are not covered by insurance. Reserves are established for both identified claims and incurred but not reported (“IBNR”) claims. Such amounts are accrued for when claim amounts become probable and estimable. Reserves for identified claims are based upon the Company’s historical claims experience and third-party estimates of settlement costs. Reserves for IBNR claims are based upon the Company’s claims data history, actuarially determined loss development factors and qualitative considerations such as claims management activities. The Company maintains self-insurance reserves for healthcare, auto, general liability and workers’ compensation claims. Total claims reserves were $31.7 million at December 31, 2019, of which $2.8 million is recorded in accrued salaries, wages and benefits, $7.5 million is recorded in other accrued liabilities and the remaining long-term portion is recorded in other liabilities in the accompanying consolidated balance sheets. Total claims reserves were $31.2 million at December 31, 2018, of which $3.8 million is recorded in accrued salaries, wages and benefits, $6.9 million is recorded in other accrued liabilities and the remaining long-term portion is recorded in other liabilities in the accompanying consolidated balance sheets. All reserves are periodically reviewed for changes in facts and circumstances and adjustments are made as necessary. |
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Debt Issuance Costs |
Debt Issuance Costs Debt issuance costs are amortized to interest expense using the effective interest method over the term of the related debt and are included in long-term debt, net, in the accompanying consolidated balance sheets. See further discussion in Note 11–Long-Term Debt. |
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Share Repurchase Program and Treasury Stock |
Share Repurchase Program and Treasury Stock From time to time, the Company’s Board of Directors (the “Board”) may authorize share repurchases of common stock. Shares repurchased under Board authorizations are held in treasury for general corporate purposes. The Company accounts for treasury stock on the trade date under the cost method. Treasury stock at December 31, 2019 and 2018 is recorded as a reduction to stockholders’ equity as the Company does not currently intend to retire the treasury stock held. See further discussion of the Company’s share repurchase program in Note 20–Stockholders’ Equity. |
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Revenue Recognition |
Revenue Recognition The Company has adopted Accounting Standards Codification (“ASC”), Topic 606, Revenue from Contracts with Customers, which is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (i) identify the contracts with customers; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies the performance obligations. ASC 606 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. Admissions Revenue Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products. As allowed by the practical expedient available to public companies under ASC 606, which the Company adopted, admission products with similar characteristics are analyzed using a portfolio approach for each separate park as the Company expects that the effects on the consolidated financial statements of applying this guidance to the portfolio does not differ materially from applying the guidance to individual contracts within the portfolio. For single-day tickets, the Company recognizes revenue at a point in time, upon admission to the park. Annual passes, season passes or other multi-day or multi-park passes allow guests access to specific parks over a specified time period. For these pass and multi-use products, revenue is deferred and recognized over the terms of the admission product based on estimated redemption rates for similar products and is adjusted periodically. The Company estimates a redemption rate using historical and forecasted growth rates and attendance trends by park for similar products. Attendance trends factor in seasonality and are adjusted based on actual trends periodically. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For active pass products purchased under monthly installment arrangements that have extended beyond their initial commitment term, revenue is recognized monthly as payments are received. For multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park. The Company has also entered into agreements with certain external theme park, zoo and other attraction operators to jointly market and sell single and multi-use admission products. These joint products allow admission to both a Company park(s) and an external park, zoo or other attraction. The agreements with the external partners specify the allocation of revenue to Company parks from any jointly sold products. Whether the Company or the external partner sells the product, the Company’s portion of revenue is deferred until the first time the product is redeemed at one of the Company’s parks and recognized over its related use in a manner consistent with the Company’s other admission products. Additionally, the Company barters theme park admission products and sponsorship opportunities for advertising, employee recognition awards, and various other services. The fair value of the products or services is recognized into admissions revenue and related expenses at the time of the exchange and approximates the estimated fair value of the goods or services provided or received, whichever is more readily determinable. For the years ended December 31, 2019, 2018 and 2017, amounts included within admissions revenue with an offset to either selling, general and administrative expenses or operating expenses in the accompanying consolidated statements of comprehensive income (loss) related to bartered ticket transactions were $16.2 million, $16.6 million and $20.8 million, respectively. In accordance with the practical expedients available to public companies under ASC 606 which the accounting standards provide to simplify compliance, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. Additionally, the Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss). The Company has also elected not to adjust consideration for the effects of financing components in the form of installment purchase plans as the period between when the Company transfers the promised service to the customer and when the customer pays for that service generally does not exceed one year. Food, Merchandise and Other Revenue Food, merchandise and other revenue primarily consists of culinary, merchandise, parking and other in-park products and also includes other miscellaneous revenue which is not significant in the periods presented, including revenue related to the Company’s international agreements as discussed in Note 4–Revenues. 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. See further discussion in Note 4–Revenues. |
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Advertising and Promotional Costs |
Advertising and Promotional Costs Advertising production costs are deferred and expensed the first time the advertisement is shown. Other advertising and media costs are expensed as incurred and for the years ended December 31, 2019, 2018 and 2017, totaled approximately $138.3 million, $127.5 million and $118.0 million, respectively, and are included in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss). |
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Equity-Based Compensation |
Equity-Based Compensation In accordance with ASC 718, Compensation-Stock Compensation, the Company measures the cost of employee services rendered in exchange for equity-based compensation based upon the grant date fair market value. The cost is recognized over the requisite service period, which is generally the vesting period unless service or performance conditions require otherwise. The Company recognizes the impact of forfeitures as they occur. The Company grants time-vesting restricted shares and units, time-vesting deferred stock units, performance-vesting restricted shares and units, and stock options. The Company uses the closing stock price on the date of grant to value its time-vesting restricted share awards and its performance-vesting restricted share awards. The Company uses the Black-Scholes Option Pricing Model to value stock options at the date of grant. On occasion, the Company may modify the terms or conditions of an equity award for its employees. If an award is modified, the Company evaluates the type of modification in accordance with ASC 718 to determine the appropriate accounting. See further discussion in Note 19–Equity-Based Compensation. |
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Restructuring Costs |
Restructuring Costs The Company accounts for exit or disposal of activities in accordance with ASC 420, Exit or Disposal Cost Obligations if the one-time benefit arrangements are not part of an ongoing benefit arrangement or an individual deferred compensation contract. Nonretirement postemployment benefits that are part of an ongoing benefit arrangement or an individual deferred compensation contract are accounted for in accordance with ASC 712, Compensation-Nonretirement Postemployment Benefits. The Company defines a business restructuring as an exit or disposal activity that includes but is not limited to a program which is planned and controlled by management and materially changes either the scope of a business or the manner in which that business is conducted. Business restructuring charges may include (i) one-time termination benefits related to employee separations, (ii) contract termination costs and (iii) other related costs associated with exit or disposal activities. If the one-time benefit arrangements are not part of an ongoing benefit arrangement or an individual deferred compensation contract, a liability is recognized and measured at its fair value for one-time termination benefits once the plan of termination is communicated to affected employees and it meets all of the following criteria: (i) management commits to a plan of termination, (ii) the plan identifies the number of employees to be terminated and their job classifications or functions, locations and the expected completion date, (iii) the plan establishes the terms of the benefit arrangement and (iv) it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. If the one-time benefit arrangements are part of an ongoing benefit arrangement or an individual deferred compensation contract, a liability is recognized and measured at its fair value for one-time termination benefits when the following conditions are met: (i) the obligation is attributable to services already rendered; (ii) rights to those benefits accumulate; (iii) payment of the benefits is probable; and (iv) amount can be reasonably estimated. If these four conditions are not met, a liability is recognized when it is probable that a liability has been incurred and the amount can be reasonably estimated in accordance with ASC 450, Contingencies. Contract termination costs include costs to terminate a contract or costs that will continue to be incurred under the contract without benefit to the Company. A liability is recognized and measured at its fair value when the Company either terminates the contract or ceases using the rights conveyed by the contract. See further discussion in Note 21–Severance and Other Separation Costs. |
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Leases |
Leases The Company adopted ASC 842, Leases, as of January 1, 2019 using the modified retrospective approach and elected the Comparatives Under 840 Option” allowing the Company to not recast comparative periods in the period of adoption but present those periods under historical requirements of ASC 840. Under the provisions of ASC 842, right of use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Lease terms may include options to renew when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the term of the operating lease. The present value of future minimum lease payments is calculated using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate, which reflects the rate of interest it would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. As most of the Company’s leases do not provide an implicit rate, the Company uses incremental borrowing rates based on the information available at commencement date in determining the present value of the lease payments. In calculating the incremental borrowing rates, the Company considered recent ratings from credit agencies, recent trading prices on the Company’s debt, and current lease demographic information. The Company used the incremental borrowing rates on December 31, 2018 for newly recognized operating leases that commenced prior to that date. The Company applies the incremental borrowing rates at a portfolio level based on lease terms. The Company has elected not to recognize on the balance sheet leases with an initial and expected term of 12 months or less, instead lease expense is recognized for these short-term leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed upon adoption of ASC 842, the Company has elected to combine lease and non-lease components for each class of underlying asset based on a practical expedient permitted under ASC 842. Some of the Company’s leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years or more. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or a purchase option reasonably certain of exercise. Certain of the Company’s lease agreements include rental payments based on a percentage of sales over contractual levels and others include rental payments adjusted periodically for inflation. These variable lease payments are typically recognized when the underlying event occurs and are included in operating expenses in the Company’s consolidated statements of comprehensive income (loss) in the same line item as the expense arising from fixed lease payments. The Company’s lease agreements do not contain any material residual value guarantees, material restrictive covenants or material variable lease costs other than those described in Note 14–Leases related to the Company’s land lease. All long-lived assets, including right of use assets associated with leases, are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. The measurement of an impairment loss to be recognized is based upon the difference between the estimated fair value and the carrying amounts of the assets. Fair value is generally determined based upon a discounted cash flow analysis. See further discussion in Note 14–Leases. |
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Income Taxes |
Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is established for deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Realization is dependent on generating sufficient future taxable income or the reversal of deferred tax liabilities during the periods in which those temporary differences become deductible. The Company evaluates its tax positions by determining if it is more likely than not a tax position is sustainable upon examination, based upon the technical merits of the position, before any of the benefit is recorded for financial statement purposes. The benefit is measured as the largest dollar amount of the position that is more likely than not to be sustained upon settlement. Previously recorded benefits that no longer meet the more-likely-than-not threshold are charged to earnings in the period that the determination is made. Interest and penalties accrued related to unrecognized tax benefits are charged to the provision for (benefit from) income taxes in the accompanying consolidated statements of comprehensive income (loss). See further discussion in Note 13–Income Taxes. |
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Contingencies |
Contingencies The Company accounts for contingencies in accordance with ASC 450, Contingencies. For loss contingencies, such as potential legal settlements, the Company records an estimated loss when payment is considered probable and the amount of loss is reasonably estimable. In assessing loss contingencies related to legal proceedings that are pending against the Company, the Company evaluates the perceived merits of the legal proceedings as well as the perceived merits of the amount of relief sought or expected to be sought therein. If a loss is considered probable but the best estimate of the loss can only be identified within a range and no specific amount within that range is more likely, then the minimum of the range is accrued. Legal and related professional services costs to defend litigation are expensed as incurred. Insurance recoveries related to potential claims are recognized up to the amount of the recorded liability when coverage is confirmed and the estimated recoveries are probable of payment. These recoveries are not netted against the related liabilities for financial statement presentation. Additionally, for any potential gain contingencies, the Company does not recognize the gain until the period that all contingencies have been resolved and the amounts are realizable. See further discussion in Note 15–Commitments and Contingencies. |
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Fair Value Measurements |
Fair Value Measurements Fair value is a market-based measurement, not an entity-specific measurement and is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. An entity is permitted to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. The Company has not elected to use the fair value option for any of its financial assets and financial liabilities that are not already recorded at fair value. Carrying values of financial instruments classified as current assets and current liabilities approximate fair value, due to their short-term nature. Fair Value Hierarchy—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. Fair value is determined for assets and liabilities, based upon significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair value hierarchy: 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 and include situations where there is little, if any, market activity for the asset or liability. Determination of Fair Value—If quoted market prices are not available, fair value is based upon internally developed valuation techniques that use, where possible, current market-based or independently sourced market parameters, such as interest and currency rates. Assets or liabilities valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable. See further discussion in Note 16–Fair Value Measurements. |
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Segment Reporting |
Segment Reporting The Company maintains discrete financial information for each of its twelve theme parks, which is used by the Chief Operating Decision Maker (“CODM”), identified as the Chief Executive Officer, as a basis for allocating resources. Each theme park has been identified as an operating segment and meets the criteria for aggregation due to similar economic characteristics. In addition, all of the theme parks provide similar products and services and share similar processes for delivering services. The theme parks have a high degree of similarity in the workforces and target similar consumer groups. Accordingly, based on these economic and operational similarities and the way the CODM monitors and makes decisions affecting the operations, the Company has concluded that its operating segments may be aggregated and that it has one reportable segment. |
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Derivative Instruments and Hedging Activities |
Derivative Instruments and Hedging Activities ASC 815, Derivatives and Hedging, provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (i) how and why an entity uses derivative instruments, (ii) how the entity accounts for derivative instruments and related hedged items, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of, and gains and losses on, derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. During 2018, the Company has adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which aims to improve reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and simplify the application of the hedge accounting guidance. See further discussion in Note 3–Recent Accounting Pronouncements. As required by ASC 815, the Company records all derivatives on the balance sheet at fair value as either assets or liabilities. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the changes in fair value of the derivative contract are recorded in accumulated other comprehensive income (loss), net of taxes, and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. See further discussion in Note 12–Derivative Instruments and Hedging Activities. |
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Recently Issued Accounting Pronouncements |
The Company reviews new accounting pronouncements as they are issued or proposed by the Financial Accounting Standards Board (“FASB”). Recently Implemented Accounting Standards On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) 842, Leases. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right of use assets and corresponding lease liabilities on the balance sheet. The new guidance requires the Company to continue to classify leases as either operating or financing, with classification affecting the pattern of expense recognition in the income statement. The Company is also required to disclose qualitative and quantitative information about leasing arrangements to enable financial statement users to assess the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASC 842 using a modified retrospective method that did not require the prior period information to be restated. ASC 842 also provides a number of optional provisions, known as practical expedients, which companies may elect to adopt to facilitate implementation. The Company elected a package of practical expedients which, among other items, precludes the Company from needing to reassess 1) whether any expired or existing contracts are or contain leases, 2) the lease classification of any expired or existing leases, and 3) initial direct costs for any existing leases. The Company elected not to implement the practical expedient related to hindsight to determine lease terms. Due to the implementation of selected practical expedients, there was no cumulative effect adjustment to beginning retained earnings. See Note 14–Leases for additional disclosures.
On January 1, 2019, the Company also adopted the following Accounting Standards Updates (“ASUs”) which had no material impact on its consolidated financial statements or disclosures:
During the year ended December 31, 2018, the Company also adopted the following ASUs:
Additionally, during the year ended December 31, 2018, the Company also adopted the following ASUs which had no material impact on its consolidated financial statements or disclosures:
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Summary of Significant Accounting Policies (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Cash Cash Equivalents And Restricted Cash |
Restricted cash is recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Restricted cash consists primarily of funds received from strategic partners for use in approved marketing and promotional activities.
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Estimated Useful Lives | The cost of assets is depreciated using the straight-line method based on the following estimated useful lives:
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Revenues (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||
Revenue From Contract With Customer [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Deferred Revenue Balances |
The following table reflects the Company’s deferred revenue balance as of December 31, 2019 and 2018:
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Earnings (Loss) per Share (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings (Loss) per Share |
Earnings (loss) per share is computed as follows:
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Inventories (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Inventories |
Inventories as of December 31, 2019 and 2018 consisted of the following:
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Prepaid Expenses and Other Current Assets (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Prepaid Expenses and Other Current Assets |
Prepaid expenses and other current assets as of December 31, 2019 and 2018 consisted of the following:
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Property and Equipment, Net (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Plant And Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Property and Equipment, Net |
The components of property and equipment, net as of December 31, 2019 and 2018, consisted of the following:
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Goodwill, Trade Names/Trademarks and Other Intangible Assets, Net (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Trade Names/Trademarks, Net |
Trade names/trademarks, net, at December 31, 2019, consisted of the following:
Trade names/trademarks, net, at December 31, 2018, consisted of the following:
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Other Intangible Assets-Net |
Other intangible assets, net, at December 31, 2018, consisted of the following:
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Other Accrued Liabilities (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables And Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Other Accrued Liabilities |
Other accrued liabilities as of December 31, 2019 and 2018, consisted of the following:
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Long-Term Debt (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Long-Term Debt, Net |
Long-term debt, net, as of December 31, 2019 and 2018 consisted of the following:
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Summary of Long-Term Debt Repayable |
Long-term debt at December 31, 2019, is repayable as follows and does not include the impact of any future voluntary prepayments. The outstanding balance under the Revolving Credit Facility is included below based on the Company’s intent to repay the borrowings within the next twelve months:
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Derivative Instruments and Hedging Activities (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Company's Derivative Financial Instruments Classification in Consolidated Balance Sheet |
Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the accompanying consolidated balance sheets as of December 31, 2019 and 2018:
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Schedule of Pre-tax Effect of Derivative Financial Instruments in Consolidated Statements of Comprehensive Income (Loss) |
Tabular Disclosure of the Effect of Derivative Instruments on the Statements of Comprehensive Income (Loss) The table below presents the pre-tax effect of the Company’s derivative financial instruments in the accompanying consolidated statements of comprehensive income (loss) for the years ended December 31, 2019 and 2018:
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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 for the years ended December 31, 2019 and 2018, net of tax:
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Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Provision for (Benefit from) Income Taxes |
For the years ended December 31, 2019, 2018 and 2017, the provision for (benefit from) income taxes is comprised of the following:
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Components of Deferred Income Tax Assets and Liabilities |
The components of deferred income tax assets and liabilities as of December 31, 2019 and 2018 are as follows:
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Schedule of Reconciliation between Statutory Income Tax Rate and Company's Effective Income Tax Provision (Benefit) Rate |
The reconciliation between the statutory income tax rate and the Company’s effective income tax provision (benefit) rate for the years ended December 31, 2019, 2018 and 2017, is as follows:
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Leases (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Lease Balances and Classification on Consolidated Balance Sheet |
The tables below present the lease balances and their classification in the accompanying consolidated balance sheets as of December 31, 2019 and 2018:
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Schedule of Lease Costs and Classification on Consolidated Statements of Comprehensive Income (Loss) |
The table below presents the lease costs and their classification in the accompanying consolidated statements of comprehensive income (loss) for the year ended December 31, 2019:
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Schedule of Lease Maturities |
The table below presents the Company’s lease maturities as of December 31, 2019:
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Schedule of Future Minimum Lease Payments For Long-Term Non-Cancellable Operating and Financing Leases Under ASC 840 |
The table below presents the future minimum lease payments for long-term non-cancellable operating and financing leases under ASC 840 as of December 31, 2018:
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Schedule of Weighted Average Remaining Lease Terms and Applicable Discount Rates |
The table below presents the weighted average remaining lease terms and applicable discount rates as of December 31, 2019:
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Schedule of Cash Flows and Supplemental Information Associated with Leasing Activities |
The table below presents the cash flows and supplemental information associated with the Company’s leasing activities for the year ended December 31, 2019:
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Fair Value Measurements (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 at 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:
There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2018. The following table presents the Company’s estimated fair value measurements and related classifications for assets and liabilities measured on a recurring basis as of December 31, 2018:
|
Equity-Based Compensation (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Equity Compensation Expense |
Equity compensation expense is included in operating expenses and in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss) as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Time-Vesting and Performance Vesting Restricted Share Awards |
The activity related to the Company’s time-vesting and performance-vesting restricted awards during the year ended December 31, 2019 was as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Activity Related to Stock Option Awards |
The total intrinsic value of stock options exercised during the years ended December 31, 2019 and 2018 was approximately $2.4 million and $1.7 million, respectively and immaterial during the year ended December 31, 2017. The activity related to the Company’s stock option awards during the year ended December 31, 2019 was as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Stock Options Valuation Assumptions |
The weighted average grant date fair value of stock options granted during the year ended December 31, 2019 was $9.41. Key weighted-average assumptions utilized in the Black-Scholes Option Pricing Model for stock options granted during the year ended December 31, 2019 were:
|
Severance and Other Separation Costs (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring And Related Activities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Restructuring Program Activity |
The 2018 and 2017 Restructuring Program activity for the years ended December 31, 2019 and 2018 was as follows:
|
Summary Quarterly Financial Data (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Quarterly Financial Data |
Unaudited summary quarterly financial data for the years ended December 31, 2019 and 2018 was as follows:
|
Description of the Business - Additional Information (Detail) |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2019
Business
|
Dec. 31, 2018 |
Dec. 31, 2017 |
Oct. 02, 2009
Partnership
|
|
Business Description And Basis Of Presentation [Line Items] | ||||
Number of theme parks owned and operated | Business | 12 | |||
Number of limited partnerships which owned the company | Partnership | 10 | |||
Geographic Concentration Risk [Member] | Revenues [Member] | Florida [Member] | ||||
Business Description And Basis Of Presentation [Line Items] | ||||
Percentage of revenue | 57.00% | 57.00% | 57.00% |
Summary of Significant Accounting Policies - Summary of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|---|---|
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 39,946 | $ 34,073 | ||
Restricted cash, included in prepaid expenses and other current assets | $ 979 | $ 934 | ||
Restricted cash, current, asset, statement of financial position [extensible list] | us-gaap:OtherAssetsCurrent | us-gaap:OtherAssetsCurrent | ||
Total cash, cash equivalents and restricted cash | $ 40,925 | $ 35,007 | $ 33,997 | $ 69,378 |
Recent Accounting Pronouncements - Additional Information (Detail) $ in Millions |
12 Months Ended |
---|---|
Dec. 31, 2019
USD ($)
| |
ASU 2018-02 [Member] | Gains (Losses) on Cash Flow Hedges [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Tax Cuts and Jobs Act of 2017, reclassification from accumulated other comprehensive income to accumulated deficit | $ 1.1 |
Revenues - Additional Information (Detail) - USD ($) |
3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 01, 2018 |
Dec. 31, 2019 |
Sep. 30, 2019 |
Jun. 30, 2019 |
[2] | Mar. 31, 2019 |
[3] | Dec. 31, 2018 |
Sep. 30, 2018 |
[5] | Jun. 30, 2018 |
[6] | Mar. 31, 2018 |
[7] | Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|||||||||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||||||||||||||||||||||||
Cumulative adjustment to beginning retained earnings | $ 0 | ||||||||||||||||||||||||||||||||
Long term deferred revenue | $ 10,000,000 | $ 10,071,000 | $ 10,000,000 | $ 10,071,000 | |||||||||||||||||||||||||||||
Deferred revenue short term portion revenue recognized | 101,100,000 | ||||||||||||||||||||||||||||||||
Revenue | 298,011,000 | [1] | $ 473,666,000 | $ 405,992,000 | $ 220,575,000 | 280,028,000 | [4] | $ 483,175,000 | $ 391,921,000 | $ 217,166,000 | 1,398,244,000 | $ 1,372,290,000 | $ 1,263,324,000 | ||||||||||||||||||||
ZHG Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||||||||||||||||||||||||
Deferred Revenue | 2,400,000 | $ 2,400,000 | |||||||||||||||||||||||||||||||
Type of Revenue [Extensible List] | seas:FoodMerchandiseAndOtherRevenueMember | seas:FoodMerchandiseAndOtherRevenueMember | seas:FoodMerchandiseAndOtherRevenueMember | ||||||||||||||||||||||||||||||
Revenue | $ 1,700,000 | $ 5,100,000 | $ 3,900,000 | ||||||||||||||||||||||||||||||
Middle East Project [Member] | |||||||||||||||||||||||||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||||||||||||||||||||||||
Long term deferred revenue | 10,000,000.0 | 10,000,000.0 | |||||||||||||||||||||||||||||||
Deferred costs incurred under Middle East Project | $ 5,000,000.0 | $ 3,800,000 | $ 5,000,000.0 | $ 3,800,000 | |||||||||||||||||||||||||||||
|
Revenues - Deferred Revenue Balances (Detail) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Deferred Revenue Disclosure [Abstract] | ||
Deferred revenue, including long-term portion | $ 114,416 | $ 111,181 |
Less: Deferred revenue, long-term portion, included in other liabilities | 10,000 | 10,071 |
Deferred revenue, short-term portion | $ 104,416 | $ 101,110 |
Earnings (Loss) per Share - Schedule of Earnings (Loss) per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 |
[1] | Sep. 30, 2019 |
Jun. 30, 2019 |
[2] | Mar. 31, 2019 |
[3] | Dec. 31, 2018 |
[4] | Sep. 30, 2018 |
[5] | Jun. 30, 2018 |
[6] | Mar. 31, 2018 |
[7] | Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||
Basic earnings (loss) per share, Net Income (Loss) | $ 89,476 | $ 44,788 | $ (202,386) | |||||||||||||||||||||||||||||
Diluted earnings (loss) per share, Net Income (Loss) | $ 89,476 | $ 44,788 | $ (202,386) | |||||||||||||||||||||||||||||
Basic earnings (loss) per share, Shares | 80,309 | 86,170 | 85,811 | |||||||||||||||||||||||||||||
Effect of dilutive incentive-based awards, Shares | 735 | 740 | ||||||||||||||||||||||||||||||
Diluted earnings (loss) per share, Shares | 81,044 | 86,910 | 85,811 | |||||||||||||||||||||||||||||
Basic earnings (loss) per share, Per Share Amount | $ (0.31) | $ 1.25 | $ 0.65 | $ (0.44) | $ (0.13) | $ 1.11 | $ 0.26 | $ (0.73) | $ 1.11 | $ 0.52 | $ (2.36) | |||||||||||||||||||||
Diluted earnings (loss) per share, Per Share Amount | $ (0.31) | $ 1.24 | $ 0.64 | $ (0.44) | $ (0.13) | $ 1.10 | $ 0.26 | $ (0.73) | $ 1.10 | $ 0.52 | $ (2.36) | |||||||||||||||||||||
|
Earnings (Loss) per Share - Additional Information (Detail) - shares |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Earnings Per Share [Line Items] | |||
Anti-dilutive or potentially dilutive shares excluded from the computation of diluted earnings (loss) per share | 305,000 | 1,299,000 | 5,090,000 |
Shares included in calculation of diluted earnings (loss) per share | 735,000 | 740,000 | |
Performance-vesting Restricted Stock [Member] | |||
Earnings Per Share [Line Items] | |||
Shares included in calculation of diluted earnings (loss) per share | 247,000 | 364,000 | 78,000 |
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Inventory Disclosure [Abstract] | ||
Merchandise | $ 28,515 | $ 31,232 |
Food and beverage | 4,430 | 4,365 |
Other supplies | 218 | 217 |
Total inventories | $ 33,163 | $ 35,814 |
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 2,397 | $ 5,857 |
Prepaid marketing and advertising costs | 2,264 | 3,821 |
Insurance recoveries | 32,911 | |
Other | 8,740 | 9,022 |
Total prepaid expenses and other current assets | $ 46,312 | $ 18,700 |
Property and Equipment, Net - Components of Property and Equipment, Net (Detail) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 3,209,521 | $ 3,057,038 |
Less accumulated depreciation | (1,476,059) | (1,365,006) |
Property and equipment, net | 1,733,462 | 1,692,032 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 286,200 | 286,200 |
Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 403,409 | 378,261 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 733,258 | 690,921 |
Rides, Attractions and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,527,301 | 1,476,866 |
Animals [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 142,232 | 142,081 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 117,121 | $ 82,709 |
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 156.2 | $ 155.0 | $ 155.2 |
Write-offs of property and equipment | $ 2.7 | ||
Certain Rides and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Write-offs of property and equipment | $ 10.9 | ||
Operating Expense [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Impairment loss of long-lived assets | $ 7.8 |
Goodwill, Trade Names/Trademarks and Other Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Definite And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Goodwill impairment charge | $ 269,332 | ||
Net Carrying Value, indefinite lives | $ 500 | ||
Write off fully amortized intangible assets | 22,800 | ||
Amortization expense | $ 1,400 | $ 2,200 | 4,600 |
SeaWorld Orlando Reporting Unit [Member] | |||
Definite And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Goodwill impairment charge | $ 269,300 |
Goodwill, Trade Names/Trademarks and Other Intangible Assets, Net - Trade Names/Trademarks, Net (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
|
Definite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Net Carrying Value, indefinite lives | $ 500 | |
Trade Names/Trademarks [Member] | ||
Definite And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Net Carrying Value, indefinite lives | 157,000 | $ 157,000 |
Gross Carrying Amount, finite lives | 12,900 | 12,900 |
Accumulated Amortization, finite lives | 12,900 | 11,557 |
Net Carrying Value, finite lives | 1,343 | |
Gross Carrying Amount, total | 169,900 | 169,900 |
Accumulated Amortization, total | 12,900 | 11,557 |
Net Carrying Value, total | $ 157,000 | $ 158,343 |
Weighted Average Amortization Period, finite lives | 9 years 3 months 18 days | 9 years 3 months 18 days |
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Payables And Accruals [Abstract] | ||
Self-insurance reserve | $ 7,488 | $ 6,895 |
Accrued interest | 573 | 490 |
Accrued property taxes | 1,189 | |
Accrued legal settlements | 65,000 | 11,500 |
Other | 7,591 | 4,181 |
Total other accrued liabilities | $ 81,841 | $ 23,066 |
Other Accrued Liabilities - Additional Information (Detail) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Other Accrued Liabilitiies [Line Items] | ||
Insurance receivable | $ 32,900 | |
Settlement of litigation accrued | $ 65,000 | $ 11,500 |
EZPay Plan Class Action Lawsuit [Member] | ||
Other Accrued Liabilitiies [Line Items] | ||
Settlement of litigation accrued | $ 11,500 |
Long-Term Debt - Summary of Long-Term Debt, Net (Detail) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,557,883 | $ 1,553,389 |
Less discounts | (4,793) | (6,564) |
Less debt issuance costs | (4,966) | (6,641) |
Less current maturities, including revolving credit facility | (65,505) | (45,505) |
Total long-term debt, net | 1,482,619 | 1,494,679 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 50,000 | 30,000 |
Term B-5 Loans [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,507,883 | $ 1,523,389 |
Long-Term Debt - Summary of Long-Term Debt, Net (Parenthetical) (Detail) |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate effective percentage | 4.35% | 5.17% |
Term B-5 Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate effective percentage | 4.80% | 5.52% |
Long-Term Debt - Additional Information (Detail) |
1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|---|
Oct. 31, 2018
USD ($)
|
Jan. 05, 2018
USD ($)
|
Feb. 27, 2020
USD ($)
|
Jun. 30, 2017
USD ($)
|
Mar. 31, 2017
USD ($)
|
Dec. 31, 2019
USD ($)
Swap
|
Dec. 31, 2018
USD ($)
|
Dec. 31, 2017
USD ($)
|
|
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 1,557,883,000 | $ 1,553,389,000 | ||||||
Outstanding letters of credit | $ 20,400,000 | |||||||
Interest Rate Swaps [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of interest rate swaps held | Swap | 5 | |||||||
Notional amount of interest rate swap | $ 1,000,000,000.0 | |||||||
Maturity of interest rate swap | May 14, 2020 | |||||||
Weighted average fixed interest rate | 2.45% | |||||||
Variable rate of interest | 0.75% | |||||||
Variable rate of interest, description | variable rate of interest based upon the greater of 0.75% or the BBA LIBOR | |||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured revolving | $ 210,000,000.0 | |||||||
Long-term debt | $ 50,000,000 | $ 30,000,000 | ||||||
Long-term debt, maturity date | Oct. 31, 2023 | |||||||
Debt instrument, maturity date description | The Revolving Credit Facility will mature on October 31, 2023. | |||||||
Permitted increased commitments under the New Revolving Credit Facility in aggregate principal amount | $ 350,000,000.0 | |||||||
Interest rate, description | Borrowings of the Revolving Credit Facility under the Amended Credit Agreement bear interest at a fluctuating rate per annum equal to, at SEA’s option, (i) a base rate equal to the higher of (a) the federal funds rate plus 1⁄2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by JPMorgan Chase Bank, N.A. as its “prime rate”, in each case, plus an applicable margin equal to 1.75%; or (ii) a LIBOR rate based on the British Bankers Association LIBOR Rate (or any successor thereto) for the applicable interest period (provided that in no event shall such LIBOR rate with respect to the Revolving Credit Facility be less than 0.0% per annum) plus an applicable margin equal to 2.75%. The applicable margin for borrowings under the Revolving Credit Facility are subject to one 25 basis point step-down upon achievement by SEA of certain corporate credit ratings, which the Company did not achieve as of December 31, 2019. | |||||||
Debt instrument interest rate effective percentage | 4.35% | 5.17% | ||||||
Basis point step-down in applicable margin, description | The applicable margin for borrowings under the Revolving Credit Facility are subject to one 25 basis point step-down upon achievement by SEA of certain corporate credit ratings, which the Company did not achieve as of December 31, 2019. | |||||||
Basis point step down on applicable margin upon achievement of certain leverage ratio | 0.25% | |||||||
Commitment fees on unused portion of facility | 0.50% | |||||||
Amount available for borrowing | $ 139,600,000 | |||||||
Outstanding revolving credit facility | $ 50,000,000.0 | |||||||
Revolving Credit Facility [Member] | Federal Funds Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin for Term Loans | 0.50% | |||||||
Revolving Credit Facility [Member] | Prime Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin for Term Loans | 1.75% | |||||||
Revolving Credit Facility [Member] | LIBOR Rate Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin for Term Loans | 2.75% | |||||||
Revolving Credit Facility [Member] | Minimum [Member] | LIBOR Rate Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument interest rate effective percentage | 0.00% | |||||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional borrowings under revolving credit facility | $ 45,000,000.0 | |||||||
Restrictive Covenants [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Restrictive covenants, restricted payments available | $ 150,000,000.0 | |||||||
Senior Secured Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of annual excess cash flow used to prepay outstanding loan | 50.00% | |||||||
Percentage of net proceeds from sale of non-ordinary assets | 100.00% | |||||||
Percentage of net proceeds incurrence of debt | 100.00% | |||||||
Mandatory prepayments | $ 6,300,000 | |||||||
First lien secured net leverage ratio | 350.00% | |||||||
Percentage of interest in subsidiary | 100.00% | |||||||
Line of credit facility collateral description | The Senior Secured Credit Facilities are collateralized by first priority or equivalent security interests, subject to certain exceptions, in (i) all the capital stock of, or other equity interests in, substantially all of SEA’s direct or indirect material domestic subsidiaries and 65% of the capital stock of, or other equity interests in, any “first tier” foreign subsidiaries and (ii) certain tangible and intangible assets of SEA and the Company. | |||||||
Percentage of capital stock | 65.00% | |||||||
Cash paid for interest | $ 80,500,000 | $ 82,500,000 | $ 80,600,000 | |||||
Senior Secured Credit Facilities [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured revolving | $ 210,000,000.0 | |||||||
Senior Secured Credit Facilities [Member] | Restrictive Covenants [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
First lien secured net leverage ratio | 625.00% | |||||||
Restrictive covenants, description | The Revolving Credit Facility requires that SEA comply with a springing maximum first lien secured net 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. | The Senior Secured Credit Facilities permit restricted payments in an aggregate amount per annum equal to the sum of (A) $25.0 million plus (B) an amount, if any, equal to (1) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment, is no greater than 3.50 to 1.00, an unlimited amount, (2) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 4.00 to 1.00 and greater than 3.50 to 1.00, the greater of (a) $95.0 million and (b) 7.50% of Market Capitalization (as defined in the Senior Secured Credit Facilities), (3) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 4.50 to 1.00 and greater than 4.00 to 1.00, $95.0 million and (4) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 5.00 to 1.00 and greater than 4.50 to 1.00, $65.0 million. | ||||||
Percentage of Market Capitalization on restricted payment | 7.50% | |||||||
First lien secured net leverage ratio | 350.00% | |||||||
Total leverage ratio, as calculated | 324.00% | |||||||
Senior Secured Credit Facilities [Member] | Restrictive Covenants [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of annual excess cash flow used to prepay outstanding loan | 25.00% | |||||||
Excludable letters of credit under maximum required first lien secured leverage ratio | $ 30,000,000.0 | |||||||
Restricted payment on Senior Secured Credit Facilities, base payment | $ 25,000,000.0 | |||||||
Restricted payment on Senior Secured Credit Facilities, first payment | 95,000,000.0 | |||||||
Restricted payment on Senior Secured Credit Facilities, second payment | 95,000,000.0 | |||||||
Restricted payment on Senior Secured Credit Facilities, third payment | $ 65,000,000.0 | |||||||
Total leverage ratio, one | 400.00% | |||||||
Total leverage ratio, two | 450.00% | |||||||
Total leverage ratio, three | 500.00% | |||||||
Senior Secured Credit Facilities [Member] | Restrictive Covenants [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of annual excess cash flow used to prepay outstanding loan | 0.00% | |||||||
Minimum percentage of funded loan and letters of credit for covenant to apply | 35.00% | |||||||
Total leverage ratio, one | 350.00% | |||||||
Total leverage ratio, two | 400.00% | |||||||
Total leverage ratio, three | 450.00% | |||||||
Term B-5 Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Discount initially recorded | $ 700,000 | 5,000,000.0 | ||||||
Write-off of discounts and debt issuance costs | 8,200,000 | $ 8,000,000.0 | ||||||
Long-term debt | $ 1,507,883,000 | $ 1,523,389,000 | ||||||
Long-term debt, maturity date | Mar. 31, 2024 | |||||||
Percent of original principal amount on effective date used to calculate aggregate annual amounts which will amortize in equal quarterly installments | 1.015% | |||||||
Interest rate, description | Borrowings of the Term B-5 Loans under the Amended Credit Agreement bear interest at a fluctuating rate per annum equal to, at SEA’s option, (i) a base rate equal to the higher of (a) the federal funds rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by JPMorgan Chase Bank, N.A. as its “prime rate” (provided that in no event shall such base rate with respect to the Term B-5 Loans be less than 1.75% per annum), in each case, plus an applicable margin of 2.00% or (ii) a LIBOR rate based on the British Bankers Association LIBOR Rate (or any successor thereto) for the applicable interest period (provided that in no event shall such LIBOR rate with respect to the Term B-5 Loans be less than 0.75% per annum) plus an applicable margin of 3.00%. | |||||||
Debt instrument interest rate effective percentage | 4.80% | 5.52% | ||||||
Term B-5 Loans [Member] | Federal Funds Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin for Term Loans | 0.50% | |||||||
Term B-5 Loans [Member] | Prime Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin for Term Loans | 2.00% | |||||||
Term B-5 Loans [Member] | LIBOR Rate Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin for Term Loans | 3.00% | |||||||
Term B-5 Loans [Member] | Minimum [Member] | Prime Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument interest rate effective percentage | 1.75% | |||||||
Term B-5 Loans [Member] | Minimum [Member] | LIBOR Rate Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument interest rate effective percentage | 0.75% | |||||||
Term B-5 Loans [Member] | Senior Secured Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, balance | $ 543,900,000 | |||||||
Term B-2 and Term B-3 Loans [Member] | Senior Secured Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Mandatory prepayments | $ 3,500,000 | |||||||
Term B-2 Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Cash paid for interest | $ 5,100,000 | |||||||
Term B-2 Loans [Member] | Senior Secured Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Remainder of mandatory prepayment applied | $ 2,800,000 | |||||||
Term B-3 Loans [Member] | Senior Secured Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Mandatory prepayments | $ 0 | $ 0 |
Long-Term Debt - Summary of Long-Term Debt Repayable (Detail) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Maturities Of Long Term Debt [Abstract] | ||
2020 | $ 65,505 | |
2021 | 15,505 | |
2022 | 15,505 | |
2023 | 15,505 | |
2024 | 1,445,863 | |
Long-term debt | $ 1,557,883 | $ 1,553,389 |
Derivative Instruments and Hedging Activities - Additional Information (Detail) |
12 Months Ended | |
---|---|---|
Dec. 31, 2019
USD ($)
Swap
|
Dec. 31, 2018
USD ($)
|
|
Derivative Instruments, Gain (Loss) [Line Items] | ||
Reclassified as a increase to interest expense through expiration date | $ 2,200,000 | |
Unrealized gain (loss) on derivatives, tax expense (benefit) | (1,400,000) | $ 3,100,000 |
Termination value of derivatives in a net liability position | 2,200,000 | |
Collateral posted relating to credit risk-related contingent features | $ 0 | |
Interest Rate Swaps [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Number of interest rate swaps held | Swap | 5 | |
Notional amount of interest rate swap | $ 1,000,000,000.0 | |
Maturity of interest rate swap | May 14, 2020 | |
Not Designated as Hedge Accounting Relationships [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivatives outstanding | $ 0 | $ 0 |
Derivative Instruments and Hedging Activities - Fair Value of Company's Derivative Financial Instruments Classification in Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Derivatives Fair Value [Line Items] | ||
Liability Derivatives Fair Value | $ 2,156 | |
Asset Derivatives Fair Value | $ 3,109 | |
Other Liabilities [Member] | ||
Derivatives Fair Value [Line Items] | ||
Liability Derivatives Fair Value | 2,200 | |
Other Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Asset Derivatives Fair Value | 3,100 | |
Interest Rate Swaps [Member] | Other Liabilities [Member] | ||
Derivatives Fair Value [Line Items] | ||
Liability Derivatives Fair Value | $ 2,156 | |
Interest Rate Swaps [Member] | Other Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Asset Derivatives Fair Value | $ 3,109 |
Derivative Instruments and Hedging Activities - Schedule of Pre-tax Effect of Derivative Financial Instruments in Consolidated Statements of Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
|
Derivatives in Cash Flow Hedging Relationships: | ||
(Loss) gain recognized in accumulated other comprehensive (loss) income | $ (5,247) | $ 14,262 |
Loss reclassified from accumulated other comprehensive (loss) income to interest expense | $ (17) | $ (2,697) |
Derivative Instruments and Hedging Activities - Schedule of Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
|
Accumulated other comprehensive (loss) income: | ||
Beginning Balance | $ 265,194 | $ 287,466 |
Ending Balance | 210,892 | 265,194 |
Accumulated Other Comprehensive (Loss) Income [Member] | ||
Accumulated other comprehensive (loss) income: | ||
Beginning Balance | 2,284 | (5,076) |
Impact of adoption of ASU 2018-02 | (1,094) | |
Ending Balance | (1,559) | 2,284 |
Gains (Losses) on Cash Flow Hedges [Member] | ||
Accumulated other comprehensive (loss) income: | ||
Impact of adoption of ASU 2018-02 | (1,094) | |
Other comprehensive income (loss) before reclassifications | (3,831) | 10,426 |
Amounts reclassified from accumulated other comprehensive (loss) income to interest expense | (12) | (1,972) |
Unrealized gain (loss) on derivatives, net of tax | $ (3,843) | $ 8,454 |
Income Taxes - Schedule of Provision for (Benefit from) Income Taxes (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Current income tax provision (benefit) | |||
Federal | $ (77) | $ (99) | $ (66) |
State | 1,580 | 1,113 | 1,525 |
Foreign | 27 | 7 | 12 |
Total current income tax provision | 1,530 | 1,021 | 1,471 |
Deferred income tax provision (benefit): | |||
Federal | 21,825 | 13,019 | (74,312) |
State | 16,173 | 3,875 | (12,165) |
Total deferred income tax provision (benefit) | 37,998 | 16,894 | (86,477) |
Total income tax provision (benefit) | $ 39,528 | $ 17,915 | $ (85,006) |
Income Taxes - Additional Information (Detail) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Income Tax Disclosure [Line Items] | |||
Cash paid for income taxes | $ 1,400,000 | $ 800,000 | $ 500,000 |
Deferred tax assets, valuation allowance | $ 5,216,000 | $ 2,762,000 | |
Income tax rate at federal statutory rates | 21.00% | 21.00% | 35.00% |
Minimum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Year federal net operating loss carryforwards begin to expire | 2029 | ||
Ownership shift as defined by IRC Section 382 | 50.00% | ||
Federal Tax Credit Carry Forwards [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 659,100,000 | ||
State Tax Credit Carry Forwards [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | 849,000,000.0 | ||
Deferred tax assets, valuation allowance | $ 5,200 | $ 2,800 |
Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Deferred income tax assets: | ||
Acquisition and debt related costs | $ 5,550 | $ 5,814 |
Net operating losses | 180,693 | 180,658 |
Goodwill impairment | 54,271 | 53,972 |
Self-insurance | 7,308 | 6,847 |
Deferred revenue | 2,546 | 2,718 |
Cash flow hedge | 571 | |
Restricted stock | 4,411 | 4,472 |
Tax credits | 10,230 | 9,317 |
Legal settlements | 8,590 | |
Lease obligations | 32,078 | |
Other | 5,200 | 7,779 |
Total deferred income tax assets | 311,448 | 271,577 |
Valuation allowance | (5,216) | (2,762) |
Net deferred tax assets | 306,232 | 268,815 |
Deferred income tax liabilities: | ||
Property and equipment | 225,827 | 192,224 |
Amortization - Goodwill | 46,688 | 41,803 |
Amortization - Other intangibles | 22,979 | 18,144 |
Right of use assets | 31,940 | |
Cash flow hedge | 836 | |
Other | 2,558 | 2,992 |
Total deferred income tax liabilities | (329,992) | (255,999) |
Net deferred income tax (liabilities) assets | $ (23,760) | |
Net deferred income tax (liabilities) assets | $ 12,816 |
Leases - Schedule of Lease Balances and Classification on Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Lessee Lease Description [Line Items] | ||
Operating leases | $ 141,438 | |
Total lease assets | 144,925 | $ 16,905 |
Current | ||
Operating leases | 3,896 | |
Noncurrent | ||
Operating leases | 124,339 | |
Total lease liabilities | 131,793 | 2,965 |
Other Intangible Assets, Net [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating leases | 13,961 | |
Other Assets Net [Member] | ||
Lessee Lease Description [Line Items] | ||
Financing/Capital leases | 3,487 | |
Property and Equipment, at Cost [Member] | ||
Lessee Lease Description [Line Items] | ||
Financing/Capital leases | 3,066 | |
Capital leases, accumulated depreciation | (122) | |
Other Accrued Liabilities [Member] | ||
Current | ||
Financing/Capital leases | 707 | 143 |
Other Liabilities [Member] | ||
Noncurrent | ||
Financing/Capital leases | $ 2,851 | $ 2,822 |
Leases - Schedule of Lease Costs and Classification on Consolidated Statements of Comprehensive Income (Loss) (Detail) $ in Thousands |
12 Months Ended |
---|---|
Dec. 31, 2019
USD ($)
| |
Lease Cost | |
Net lease cost | $ 15,861 |
Operating Expense [Member] | |
Lessee Lease Description [Line Items] | |
Operating lease cost | 14,528 |
Selling, General and Administrative Expenses [Member] | |
Lessee Lease Description [Line Items] | |
Operating lease cost | 445 |
Depreciation and Amortization [Member] | |
Financing lease cost | |
Amortization of leased assets | 742 |
Interest Expense [Member] | |
Financing lease cost | |
Interest on lease liabilities | $ 146 |
Leases - Schedule of Lease Maturities (Detail) $ in Thousands |
Dec. 31, 2019
USD ($)
|
---|---|
Operating leases | |
2020 | $ 14,020 |
2021 | 13,671 |
2022 | 12,674 |
2023 | 12,130 |
2024 | 11,973 |
Thereafter | 247,424 |
Total lease payments | 311,892 |
Less: Imputed interest | (183,657) |
Present value of lease liabilities | 128,235 |
Financing leases | |
2020 | 854 |
2021 | 341 |
2022 | 213 |
2023 | 208 |
2024 | 206 |
Thereafter | 2,593 |
Total lease payments | 4,415 |
Less: Imputed interest | (857) |
Present value of lease liabilities | 3,558 |
Land Lease [Member] | |
Operating leases | |
2020 | 10,401 |
2021 | 10,401 |
2022 | 10,401 |
2023 | 10,401 |
2024 | 10,401 |
Thereafter | 244,431 |
Total lease payments | 296,436 |
Less: Imputed interest | (181,163) |
Present value of lease liabilities | 115,273 |
Other Operating Leases [Member] | |
Operating leases | |
2020 | 3,619 |
2021 | 3,270 |
2022 | 2,273 |
2023 | 1,729 |
2024 | 1,572 |
Thereafter | 2,993 |
Total lease payments | 15,456 |
Less: Imputed interest | (2,494) |
Present value of lease liabilities | $ 12,962 |
Leases - Schedule of Future Minimum Lease Payments For Long-Term Non-Cancellable Operating and Financing Leases Under ASC 840 (Detail) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Operating leases | ||
2019 | $ 10,400 | $ 16,578 |
2020 | 14,179 | |
2021 | 13,111 | |
2022 | 11,416 | |
2023 | 10,479 | |
Thereafter | 265,234 | |
Total lease payments | 330,997 | |
Financing leases | ||
2019 | 231 | |
2020 | 226 | |
2021 | 220 | |
2022 | 208 | |
2023 | 204 | |
Thereafter | 2,794 | |
Total lease payments | 3,883 | |
Less: Interest | (918) | |
Total principal payable on financing leases | $ 2,965 |
Leases - Schedule of Weighted Average Remaining Lease Terms and Applicable Discount Rates (Detail) |
Dec. 31, 2019 |
---|---|
Leases [Abstract] | |
Operating lease, weighted average remaining lease term (years) | 26 years 2 months 12 days |
Finance lease, weighted average remaining lease term (years) | 14 years 7 months 20 days |
Operating lease, weighted average discount rate | 8.12% |
Finance lease, weighted average discount rate | 3.56% |
Leases - Schedule of Cash Flows and Supplemental Information Associated with Leasing Activities (Detail) $ in Thousands |
12 Months Ended |
---|---|
Dec. 31, 2019
USD ($)
| |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 14,513 |
Operating cash flows from financing leases | 146 |
Financing cash flows from financing leases | 692 |
Right of use assets obtained in exchange for lease obligations: | |
Financing leases | 1,285 |
Operating leases | $ 133,297 |
Commitments and Contingencies - Additional Information (Detail) - USD ($) |
1 Months Ended | 3 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|---|
Apr. 18, 2019 |
Sep. 30, 2018 |
Mar. 31, 2020 |
Dec. 31, 2019 |
Feb. 11, 2020 |
Apr. 30, 2018 |
|
Loss Contingencies [Line Items] | ||||||
Additional capital payments | $ 143,000,000.0 | |||||
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 stand alone 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), the Company will have the option to build additional Standalone Parks in the defined 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 December 31, 2019, the Company estimates the combined remaining obligations for the License Agreement commitments could be up to approximately $50.0 million over the remaining term of the agreement. In October 2019, the Company announced that it will convert Aquatica San Diego into its second Sesame Place Standalone Park in the spring of 2021. While construction will begin in the fall of 2019, it is not expected to impact Aquatica San Diego’s 2020 operating schedule. | |||||
Legal settlement accrual | $ 32,100,000 | |||||
EZPay Plan Class Action Lawsuit [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Estimated liability for legal settlement | $ 11,500,000 | |||||
Settlement of litigation | $ 11,500,000 | |||||
Payment of civil penalty | $ 4,000,000.0 | |||||
Forecast [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Legal settlement gain | $ 12,500,000 | |||||
Subsequent Event [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Proposed settlement | $ 65,000,000.0 | |||||
Insurance proceeds from insurers | $ 12,500,000 | |||||
Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Estimated combined remaining obligations for commitments | 50,000,000.0 | |||||
Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Amount in controversy, not recorded | $ 5,000,000.0 |
Fair Value Measurements - Additional Information (Detail) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2019 |
|
Fair Value Disclosures [Abstract] | ||
Assets measured at fair value | $ 0 | |
Transfers between Levels | $ 0 |
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Liabilities: | ||
Derivative financial instruments | $ 2,156 | |
Assets: | ||
Derivative financial instruments | $ 3,109 | |
Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Derivative financial instruments | 2,156 | |
Long-term obligations | 1,557,883 | 1,553,389 |
Assets: | ||
Derivative financial instruments | 3,109 | |
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Liabilities: | ||
Derivative financial instruments | 2,156 | |
Long-term obligations | $ 1,557,883 | 1,553,389 |
Assets: | ||
Derivative financial instruments | $ 3,109 |
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liability Derivatives Fair Value | $ 2,156 | |
Current maturities of long-term debt | 65,505 | $ 45,505 |
Total long-term debt, net | 1,482,619 | 1,494,679 |
Asset Derivatives Fair Value | 3,109 | |
Other Liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liability Derivatives Fair Value | $ 2,200 | |
Other Assets [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Asset Derivatives Fair Value | $ 3,100 |
Equity-Based Compensation - Schedule of Equity Compensation Expense (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total equity compensation expense | $ 11,106 | $ 22,152 | $ 23,203 |
Operating Expense [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total equity compensation expense | 4,076 | 7,387 | 7,049 |
Selling, General and Administrative Expenses [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total equity compensation expense | $ 7,030 | $ 14,765 | $ 16,154 |
Equity-Based Compensation - Schedule of Stock Options Valuation Assumptions (Detail) |
12 Months Ended | |||||
---|---|---|---|---|---|---|
Dec. 31, 2019 | ||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||||
Risk-free interest rate | 2.27% | |||||
Expected volatility | 31.44% | [1] | ||||
Expected dividend yield | 0.00% | |||||
Expected life (years) | 6 years | [2] | ||||
|
Severance and Other Separation Costs - Additional Information (Detail) $ in Millions |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|---|
Feb. 27, 2018
USD ($)
|
Sep. 30, 2018
Position
|
Jun. 30, 2018
USD ($)
|
Dec. 31, 2019
USD ($)
|
Dec. 31, 2017
USD ($)
Position
|
Dec. 31, 2018
USD ($)
|
|
Restructuring Cost And Reserve [Line Items] | ||||||
Severance and other separation costs | $ 4.2 | |||||
Severance related payments | $ 6.7 | $ 3.8 | ||||
2018 Restructuring Program [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring costs, description | In August 2018, the Company announced a restructuring program (the “2018 Restructuring Program”) focused on reducing costs, improving operating margins and streamlining its management structure to create efficiencies and better align with its strategic business objectives. The 2018 Restructuring Program involved the elimination of approximately 125 positions during the third quarter of 2018 across the Company’s theme parks and its corporate headquarters. As a result, during the year ended December 31, 2018, the Company recorded approximately $5.5 million in pre-tax restructuring charges primarily related to severance and other termination benefits, which is included in severance and other separation costs in the accompanying consolidated statements of comprehensive income (loss). The Company will not incur any additional costs associated with the 2018 Restructuring Program as all continuing service obligations were completed as of December 31, 2018 | |||||
Number of positions eliminated | Position | 125 | |||||
Restructuring and other related costs incurred to date | $ 5.5 | |||||
2020 Severance and Other Separation Costs [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Severance and other separation costs liability | $ 0.4 | |||||
2017 Restructuring Program [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring costs, description | involved the elimination of approximately 350 positions by the end of the fourth quarter of 2017 across certain of the Company’s theme parks and corporate headquarters. | |||||
Number of positions eliminated | Position | 350 | |||||
Restructuring and other related costs incurred to date | $ 5.2 |
Severance and Other Separation Costs - Schedule of Restructuring Program Activity (Detail) - Severance and Other Employment Expenses [Member] - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
|
2017 Restructuring Program [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Liability, beginning balance | $ 1,234 | |
Payments made | (1,234) | |
2018 Restructuring Program [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Liability, beginning balance | $ 537 | |
Costs incurred | 5,548 | |
Payments made | $ (537) | (5,011) |
Liability, ending balance | $ 537 |
Summary Quarterly Financial Data - Summary of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 |
[1] | Sep. 30, 2019 |
Jun. 30, 2019 |
[2] | Mar. 31, 2019 |
[3] | Dec. 31, 2018 |
[4] | Sep. 30, 2018 |
[5] | Jun. 30, 2018 |
[6] | Mar. 31, 2018 |
[7] | Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Total revenues | $ 298,011 | $ 473,666 | $ 405,992 | $ 220,575 | $ 280,028 | $ 483,175 | $ 391,921 | $ 217,166 | $ 1,398,244 | $ 1,372,290 | $ 1,263,324 | |||||||||||||||||||||
Operating (loss) income | (5,289) | 153,528 | 96,264 | (31,303) | 10,874 | 151,730 | 55,210 | (66,147) | 213,200 | 151,667 | (201,363) | |||||||||||||||||||||
Net income (loss) | $ (24,183) | $ 98,028 | $ 52,651 | $ (37,020) | $ (11,053) | $ 95,988 | $ 22,697 | $ (62,844) | $ 89,476 | $ 44,788 | $ (202,386) | |||||||||||||||||||||
(Loss) earnings per share: | ||||||||||||||||||||||||||||||||
(Loss) earnings per share, basic | $ (0.31) | $ 1.25 | $ 0.65 | $ (0.44) | $ (0.13) | $ 1.11 | $ 0.26 | $ (0.73) | $ 1.11 | $ 0.52 | $ (2.36) | |||||||||||||||||||||
(Loss) earnings per share, diluted | $ (0.31) | $ 1.24 | $ 0.64 | $ (0.44) | $ (0.13) | $ 1.10 | $ 0.26 | $ (0.73) | $ 1.10 | $ 0.52 | $ (2.36) | |||||||||||||||||||||
|
Summary Quarterly Financial Data - Additional Information (Detail) |
12 Months Ended |
---|---|
Dec. 31, 2019
Business
| |
Quarterly Financial Information Disclosure [Abstract] | |
Number of theme parks opened for a portion of the year | 7 |
Schedule I - Condensed Balance Sheets (Parenthetical) (Detail) - $ / shares |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Condensed Balance Sheet Statements, Captions [Line Items] | ||
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 | 94,044,203 | 93,400,929 |
Treasury stock, shares | 15,790,463 | 10,174,589 |
Parent Company [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
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 | 94,044,203 | 93,400,929 |
Treasury stock, shares | 15,790,463 | 10,174,589 |
Schedule I - Condensed Statements of Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 |
[1] | Sep. 30, 2019 |
Jun. 30, 2019 |
[2] | Mar. 31, 2019 |
[3] | Dec. 31, 2018 |
[4] | Sep. 30, 2018 |
[5] | Jun. 30, 2018 |
[6] | Mar. 31, 2018 |
[7] | Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|||||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||||||||||||||||||||||
Net income (loss) | $ (24,183) | $ 98,028 | $ 52,651 | $ (37,020) | $ (11,053) | $ 95,988 | $ 22,697 | $ (62,844) | $ 89,476 | $ 44,788 | $ (202,386) | |||||||||||||||||||||
Comprehensive income (loss) | 85,633 | 53,242 | (193,768) | |||||||||||||||||||||||||||||
Parent Company [Member] | ||||||||||||||||||||||||||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||||||||||||||||||||||
Equity in net income (loss) of subsidiary | 89,476 | 44,788 | (202,386) | |||||||||||||||||||||||||||||
Net income (loss) | 89,476 | 44,788 | (202,386) | |||||||||||||||||||||||||||||
Equity in other comprehensive (loss) income of subsidiary | (3,843) | 8,454 | 8,618 | |||||||||||||||||||||||||||||
Comprehensive income (loss) | $ 85,633 | $ 53,242 | $ (193,768) | |||||||||||||||||||||||||||||
|
Schedule I - Description of SeaWorld Entertainment, Inc. - Additional Information (Detail) |
Dec. 31, 2019
Business
|
Oct. 02, 2009
Partnership
|
---|---|---|
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Number of limited partnerships which owned the company | Partnership | 10 | |
Number of theme parks owned and operated | Business | 12 |
Schedule I - Guarantees - Additional Information (Detail) |
Dec. 31, 2019 |
---|---|
SeaWorld Parks & Entertainment, Inc (SEA) [Member] | Senior Secured Credit Facilities [Member] | |
Guarantor Obligations [Line Items] | |
Percentage of common stock owned directly or indirectly | 100.00% |
Schedule I - Dividends from Subsidiary - Additional Information (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
|
Parent Company [Member] | ||
Dividends Payable [Line Items] | ||
Dividends from subsidiary- return of capital, for purchase of treasury stock | $ 150,000 | $ 98,032 |