UNITED PARKS & RESORTS INC., 10-Q filed on 11/8/2024
Quarterly Report
v3.24.3
Document and Entity Information - shares
 9 Months Ended
Sep. 30, 2024
Nov. 01, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Trading Symbol PRKS  
Entity Registrant Name United Parks & Resorts Inc.  
Entity Central Index Key 0001564902  
Current Fiscal Year End Date --12-31  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   55,003,510
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Security Exchange Name NYSE  
Entity File Number 001-35883  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 27-1220297  
Entity Address, Address Line One 6240 Sea Harbor Drive  
Entity Address, City or Town Orlando  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 32821  
City Area Code 407  
Local Phone Number 226-5011  
Document Quarterly Report true  
Document Transition Report false  
v3.24.3
Unaudited Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Current assets:      
Cash and cash equivalents $ 76,835   $ 246,922
Accounts receivable, net 86,633   73,845
Inventories 50,900   49,236
Prepaid expenses and other current assets 41,751   20,179
Total current assets 256,119   390,182
Property and equipment, at cost 3,945,234   3,814,799
Accumulated depreciation (2,041,227)   (1,972,861)
Property and equipment, net 1,904,007   1,841,938
Goodwill 66,278   66,278
Trade names/trademarks, net 157,846   157,771
Right of use assets-operating leases 130,937   127,379
Deferred tax assets, net 15,864   8,019
Other assets, net 48,588   33,479
Total assets 2,579,639   2,625,046
Current liabilities:      
Accounts payable and accrued expenses 144,390   160,611
Current maturities of long-term debt 15,540   12,000
Operating lease liabilities 3,983   3,380
Accrued salaries, wages and benefits 16,894   21,204
Deferred revenue 155,724   155,614
Other accrued liabilities 61,873   58,106
Total current liabilities 398,404   410,915
Long-term debt, net 2,234,839   2,093,190
Long-term operating lease liabilities 116,130   112,724
Deferred tax liabilities, net 226,149   164,949
Other liabilities 59,975   51,484
Total liabilities 3,035,497   2,833,262
Commitments and contingencies (Note 8)  
Stockholders’ Deficit:      
Preferred stock, $0.01 par value - authorized, 100,000,000 shares, no shares issued or outstanding at September 30, 2024 and December 31, 2023  
Common stock, $0.01 par value - authorized, 1,000,000,000 shares; 97,058,799 and 96,660,357 shares issued at Septembe 30, 2024 and December 31, 2023, respectively 971   967
Additional paid-in capital 725,523   723,260
Retained earnings 609,699   410,099
Treasury stock, at cost (41,298,407 and 32,690,289 shares at September 30, 20244 and December 31, 2023, respectively) (1,792,051)   (1,342,542)
Total stockholders’ deficit (455,858) $ (364,940) (208,216)
Total liabilities and stockholders’ deficit $ 2,579,639   $ 2,625,046
v3.24.3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 100,000,000 100,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 1,000,000,000 1,000,000,000
Common stock, shares issued 97,058,799 96,660,357
Treasury stock, shares 41,298,407 32,690,289
v3.24.3
Unaudited Condensed Consolidated Statements of Income - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net revenues:        
Total revenues $ 545,901 $ 548,247 $ 1,340,917 $ 1,337,622
Costs and expenses:        
Cost of food, merchandise and other revenues 40,629 40,431 102,321 101,862
Operating expenses (exclusive of depreciation and amortization shown separately below) 207,336 205,808 562,418 574,210
Selling, general and administrative expenses 55,361 59,705 167,026 176,152
Severance and other separation costs (12) (139) 577 521
Depreciation and amortization 41,577 39,171 121,040 114,396
Total costs and expenses 344,891 344,976 953,382 967,141
Operating income 201,010 203,271 387,535 370,481
Other expense (income), net 54 (21) 87 20
Interest expense 39,682 37,052 117,845 110,407
Loss on early extinguishment of debt and write-off of debt issuance costs and discounts     2,452  
Income before income taxes 161,274 166,240 267,151 260,054
Provision for income taxes 41,597 42,685 67,551 65,911
Net income $ 119,677 $ 123,555 $ 199,600 $ 194,143
Earnings per share:        
Earnings per share, basic $ 2.09 $ 1.93 $ 3.27 $ 3.04
Earnings per share, diluted $ 2.08 $ 1.92 $ 3.24 $ 3.01
Weighted average common shares outstanding:        
Basic 57,292 63,954 61,052 63,955
Diluted 57,663 64,319 61,532 64,425
Admissions [Member]        
Net revenues:        
Total revenues $ 296,954 $ 299,785 $ 726,766 $ 733,542
Food, Merchandise and Other [Member]        
Net revenues:        
Total revenues $ 248,947 $ 248,462 $ 614,151 $ 604,080
v3.24.3
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
Retained Earnings [Member]
Treasury Stock, at Cost [Member]
Beginning Balance at Dec. 31, 2022 $ (437,664) $ 963 $ 710,151 $ 175,903 $ (1,324,681)
Beginning Balance, shares at Dec. 31, 2022   96,287,771      
Equity-based compensation 4,482   4,482    
Vesting of restricted shares   $ 3 (3)    
Vesting of restricted shares, shares   273,134      
Shares withheld for tax withholdings (5,569) $ (1) (5,568)    
Shares withheld for tax withholdings, shares   (86,914)      
Exercise of stock options 565   565    
Exercise of stock options, shares   22,793      
Net (loss) income (16,467)     (16,467)  
Ending Balance at Mar. 31, 2023 (454,653) $ 965 709,627 159,436 (1,324,681)
Ending Balance, shares at Mar. 31, 2023   96,496,784      
Beginning Balance at Dec. 31, 2022 (437,664) $ 963 710,151 175,903 (1,324,681)
Beginning Balance, shares at Dec. 31, 2022   96,287,771      
Net (loss) income 194,143        
Ending Balance at Sep. 30, 2023 (252,396) $ 966 719,134 370,046 (1,342,542)
Ending Balance, shares at Sep. 30, 2023   96,634,322      
Beginning Balance at Mar. 31, 2023 (454,653) $ 965 709,627 159,436 (1,324,681)
Beginning Balance, shares at Mar. 31, 2023   96,496,784      
Equity-based compensation 3,725   3,725    
Vesting of restricted shares, shares   53,735      
Shares withheld for tax withholdings (771)   (771)    
Shares withheld for tax withholdings, shares   (13,118)      
Exercise of stock options 1,079 $ 1 1,078    
Exercise of stock options, shares   45,248      
Repurchase of treasury shares (13,947)       (13,947)
Net (loss) income 87,055     87,055  
Ending Balance at Jun. 30, 2023 (377,512) $ 966 713,659 246,491 (1,338,628)
Ending Balance, shares at Jun. 30, 2023   96,582,649      
Equity-based compensation 4,602   4,602    
Vesting of restricted shares, shares   20,986      
Shares withheld for tax withholdings (221)   (221)    
Shares withheld for tax withholdings, shares   (4,289)      
Exercise of stock options 1,094   1,094    
Exercise of stock options, shares   34,976      
Repurchase of treasury shares (3,914)       (3,914)
Net (loss) income 123,555     123,555  
Ending Balance at Sep. 30, 2023 (252,396) $ 966 719,134 370,046 (1,342,542)
Ending Balance, shares at Sep. 30, 2023   96,634,322      
Beginning Balance at Dec. 31, 2023 $ (208,216) $ 967 723,260 410,099 (1,342,542)
Beginning Balance, shares at Dec. 31, 2023 96,660,357 96,660,357      
Equity-based compensation $ 3,520   3,520    
Vesting of restricted shares   $ 4 (4)    
Vesting of restricted shares, shares   425,904      
Shares withheld for tax withholdings (7,460) $ (1) (7,459)    
Shares withheld for tax withholdings, shares   (142,136)      
Exercise of stock options 455   455    
Exercise of stock options, shares   17,611      
Repurchase of treasury shares (20,162)       (20,162)
Net (loss) income (11,201)     (11,201)  
Ending Balance at Mar. 31, 2024 (243,064) $ 970 719,772 398,898 (1,362,704)
Ending Balance, shares at Mar. 31, 2024   96,961,736      
Beginning Balance at Dec. 31, 2023 $ (208,216) $ 967 723,260 410,099 (1,342,542)
Beginning Balance, shares at Dec. 31, 2023 96,660,357 96,660,357      
Net (loss) income $ 199,600        
Ending Balance at Sep. 30, 2024 $ (455,858) $ 971 725,523 609,699 (1,792,051)
Ending Balance, shares at Sep. 30, 2024 97,058,799 97,058,799      
Beginning Balance at Mar. 31, 2024 $ (243,064) $ 970 719,772 398,898 (1,362,704)
Beginning Balance, shares at Mar. 31, 2024   96,961,736      
Equity-based compensation 2,848   2,848    
Vesting of restricted shares   $ 1 (1)    
Vesting of restricted shares, shares   69,257      
Shares withheld for tax withholdings (937) $ (1) (936)    
Shares withheld for tax withholdings, shares   (17,627)      
Exercise of stock options 664   664    
Exercise of stock options, shares   18,232      
Repurchase of treasury shares (215,575)       (215,575)
Net (loss) income 91,124     91,124  
Ending Balance at Jun. 30, 2024 (364,940) $ 970 722,347 490,022 (1,578,279)
Ending Balance, shares at Jun. 30, 2024   97,031,598      
Equity-based compensation 3,190   3,190    
Vesting of restricted shares, shares   23,565      
Shares withheld for tax withholdings (245)   (245)    
Shares withheld for tax withholdings, shares   (5,140)      
Exercise of stock options 232 $ 1 231    
Exercise of stock options, shares   8,776      
Repurchase of treasury shares (213,772)       (213,772)
Net (loss) income 119,677     119,677  
Ending Balance at Sep. 30, 2024 $ (455,858) $ 971 $ 725,523 $ 609,699 $ (1,792,051)
Ending Balance, shares at Sep. 30, 2024 97,058,799 97,058,799      
v3.24.3
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical) - shares
 3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Statement of Stockholders' Equity [Abstract]          
Repurchase of treasury shares, shares 4,128,008 4,105,110 375,000 78,750 235,000
v3.24.3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash Flows From Operating Activities:    
Net income $ 199,600 $ 194,143
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 121,040 114,396
Amortization of debt issuance costs and discounts 3,826 4,608
Loss on early extinguishment and modification of debt and write-off of debt issuance costs and discounts 3,406  
Deferred income tax provision 53,354 62,139
Equity-based compensation 9,558 12,809
Other, including loss on sale or disposal of assets, net 12,463 22,236
Changes in assets and liabilities:    
Accounts receivable (20,943) (13,181)
Inventories (1,614) 413
Prepaid expenses and other current assets (20,578) 3,699
Accounts payable and accrued expenses 7,872 (6,823)
Accrued salaries, wages and benefits (4,310) 6,989
Deferred revenue 7,951 (4,383)
Other accrued liabilities (1,708) 9,095
Right of use assets and operating lease liabilities 451 329
Other assets and liabilities (2,697) (8,012)
Net cash provided by operating activities 367,671 398,457
Cash Flows From Investing Activities:    
Capital expenditures (222,207) (234,218)
Other investing activities, net (75)  
Net cash used in investing activities (222,282) (234,218)
Cash Flows From Financing Activities:    
Repayments of long-term debt (238,202) (9,000)
Proceeds from the issuance of debt, net 379,295  
Proceeds from draws on revolving credit facility   20,000
Repayments of revolving credit facility   (20,000)
Purchase of treasury stock (445,265) (17,861)
Payment of tax withholdings on equity-based compensation through shares withheld (8,642) (6,561)
Exercise of stock options 1,351 2,738
Debt issuance costs (3,136)  
Other financing activities (877) (649)
Net cash used in financing activities (315,476) (31,333)
Change in Cash and Cash Equivalents, including Restricted Cash (170,087) 132,906
Cash and Cash Equivalents, including Restricted Cash—Beginning of period 246,922 82,320
Cash and Cash Equivalents, including Restricted Cash—End of period 76,835 215,226
Supplemental Information:    
Capital expenditures in accounts payable 26,576 34,466
Right-of-use assets obtained in exchange for financing lease obligations 1,553 2,900
Cash paid for income taxes, net $ 11,127 $ 4,351
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure                
Net Income (Loss) $ 119,677 $ 91,124 $ (11,201) $ 123,555 $ 87,055 $ (16,467) $ 199,600 $ 194,143
v3.24.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Rule 10b5-1 Arrangement Modified false
Non-Rule 10b5-1 Arrangement Modified false
v3.24.3
Description of the Business and Basis of Presentation
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Description of the Business and Basis of Presentation

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

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

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K.

In the opinion of management, such unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations for the year ending December 31, 2024 or any future period due in part to the seasonal nature of the Company’s operations. Based upon historical results, the Company typically generates its highest revenues in the second and third quarters of each year and incurs a net loss in the first quarter, in part because four of its theme parks were historically only open for a portion of the year.

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

Use of Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance reserves, income taxes, revenue recognition and reviews for potential impairment of long-lived assets. Estimates are based on various factors including current and historical trends, as well as other pertinent company and industry data. The Company regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes. Actual results could differ from those estimates.

Segment Reporting

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

Share Repurchase Programs and Treasury Stock

From time to time, the Company’s Board of Directors (the “Board”) may authorize share repurchases of common stock. Shares repurchased under Board authorizations are currently held in treasury for general corporate purposes. The Company accounts for treasury stock on the trade date under the cost method. Treasury stock at September 30, 2024 and December 31, 2023 is reflected within stockholders’ deficit. See further discussion of the Company’s share repurchase programs in Note 10–Stockholders’ Deficit.

Revenue Recognition

Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products. 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 Accounting Standards Codification ("ASC") 606 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 redemption rates using historical and forecasted attendance trends by park for similar products. Attendance trends factor in seasonality and are adjusted based on actual trends periodically. These estimated redemption rates impact the timing of when revenue is recognized on these products. Actual results could materially differ from these estimates based on actual attendance patterns. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For pass products purchased on an installment plan that have met their initial commitment period and have transitioned to a month-to-month basis, monthly charges are recognized as revenue as payments are received each month. For certain multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park.

Food, merchandise and other revenue primarily consists of food and beverage, retail, merchandise, parking, other in-park products and service fees, and other miscellaneous revenue, including online transaction fees and revenue from the Company’s international agreements, not necessarily generated in our parks, which is not significant in the periods presented. The Company recognizes revenue for food and beverage, merchandise and other in-park products when the related products or services are received by the guests.

Deferred revenue primarily includes revenue associated with pass products, admission or in-park products or services with a future intended use date and contract liability balances related to licensing and international agreements collected in advance of the Company satisfying its performance obligations and is expected to be recognized in future periods. At September 30, 2024 and December 31, 2023, the long-term portion of deferred revenue included in other liabilities in the accompanying unaudited condensed consolidated balance sheets primarily relates to the Company’s international agreements, as discussed in the following section.

The following table reflects the Company’s deferred revenue balance as of September 30, 2024 and December 31, 2023:

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

170,473

 

 

$

169,967

 

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

 

 

14,749

 

 

 

14,353

 

Deferred revenue, short-term portion

 

$

155,724

 

 

$

155,614

 

The Company estimates approximately $143.8 million of the deferred revenue, short term portion, balance outstanding as of December 31, 2023 was recognized as revenue during the nine months ended September 30, 2024. For certain admission products, the Company estimated timing of redemption using average historical redemption rates.

International Agreements

In May 2023, SeaWorld Abu Dhabi, the first SeaWorld branded park outside the United States, opened on Yas Island in the United Arab Emirates (the "Middle East Project"). The first-of-its-kind marine life themed park was built through a partnership with Miral Asset Management LLC. As part of this partnership, the Company receives sales based royalties, certain incentive fees and other service based payments. Additionally, the Company provided certain services pertaining to the planning and design of the Middle East Project, with funding received from our partner in the Middle East expected to offset our internal expenses. Revenue and expenses associated with the above items (collectively the “Middle East Agreements”) began to be recognized when substantially all the services had been performed which occurred when SeaWorld Abu Dhabi opened in May 2023.

The Company also received additional funds, some of which were advanced, from its partner related to agreed-upon services and reimbursements of costs incurred by the Company on behalf of the Middle East Project (the “Middle East Services Agreements”). Revenue and expenses associated with the Middle East Services Agreements were recognized upon completion of the respective performance obligations and have no further obligations as of December 31, 2023.
v3.24.3
Recent Accounting Pronouncements
 9 Months Ended
Sep. 30, 2024
Accounting Changes and Error Corrections [Abstract]  
Recent Accounting Pronouncements

2. RECENT ACCOUNTING PRONOUNCEMENTS

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

Recently Issued Accounting Standards

In March 2024, the SEC issued its final rule on the enhancement and standardization of climate-related disclosures for investors. These wide-ranging disclosures require annual disclosure of material greenhouse gas emissions as well as disclosure of governance, risk management and strategy related to material climate-related risks. Within the notes to financial statements, the final rule requires disclosure of expenditures recognized, subject to certain thresholds, attributable to severe weather. Outside of the financial statements, the final rule requires qualitative and quantitative disclosures about material scope 1 and scope 2 greenhouse gas emissions. Also required is disclosure of the risk management process and the oversight practices of the Board of Directors and management related to climate-related risks.

In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges. The new rules, absent the results of pending legal challenges, are currently expected to be effective beginning with the Company’s fiscal year starting January 1, 2025, except for those relating to greenhouse gas emissions, which are expected to be effective starting January 1, 2026. The Company is currently evaluating the rule to determine the impact on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures that requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures to enhance disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance.

v3.24.3
Earnings per Share
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Earnings per Share

3. EARNINGS PER SHARE

Earnings per share is computed as follows:

 

 

For the Three Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

 

Net
Income

 

 

Shares

 

 

Per
Share
Amount

 

 

Net
Income

 

 

Shares

 

 

Per
Share
Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings per share

 

$

119,677

 

 

 

57,292

 

 

$

2.09

 

 

$

123,555

 

 

 

63,954

 

 

$

1.93

 

Effect of dilutive incentive-based awards

 

 

 

 

 

371

 

 

 

 

 

 

 

 

 

365

 

 

 

 

Diluted earnings per share

 

$

119,677

 

 

 

57,663

 

 

$

2.08

 

 

$

123,555

 

 

 

64,319

 

 

$

1.92

 

 

 

 

For the Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

 

Net
Income

 

 

Shares

 

 

Per
Share
Amount

 

 

Net
Income

 

 

Shares

 

 

Per
Share
Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings per share

 

$

199,600

 

 

 

61,052

 

 

$

3.27

 

 

$

194,143

 

 

 

63,955

 

 

$

3.04

 

Effect of dilutive incentive-based awards

 

 

 

 

 

480

 

 

 

 

 

 

 

 

 

470

 

 

 

 

Diluted earnings per share

 

$

199,600

 

 

 

61,532

 

 

$

3.24

 

 

$

194,143

 

 

 

64,425

 

 

$

3.01

 

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

Diluted earnings per share is determined using the treasury stock method based on the dilutive effect of unvested restricted stock awards and certain shares of common stock that are issuable upon exercise of stock options. During the three and nine months ended September 30, 2024, there were approximately 482,000 and 503,000 anti-dilutive shares excluded from the computation of diluted earnings per share, respectively. During the three and nine months ended September 30, 2023, there were approximately 491,000 and 424,000 anti-dilutive shares excluded from the computation of diluted earnings per share, respectively. The Company’s outstanding performance-vesting restricted awards of approximately 601,000 and 912,000 as of September 30, 2024 and 2023, respectively, are considered contingently issuable shares and are excluded from the calculation of diluted earnings per share until the performance measure criteria is met as of the end of the reporting period.

v3.24.3
Income Taxes
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

4. INCOME TAXES

Income tax expense or benefit and the Company’s effective tax rate is based upon the tax rate expected for the full calendar year applied to the year-to-date pretax income or loss of the interim period, plus the tax effect of any year-to-date discrete tax items. The Company’s consolidated effective tax rate for the three and nine months ended September 30, 2024 was 25.8% and 25.3%, respectively, and for the three and nine months ended September 30, 2023 was 25.7% and 25.3%, respectively. The Company’s effective tax rates over these periods differ from the effective statutory federal income tax rate of 21.0% primarily due to state income taxes and limits on certain compensation deductibility, partially offset by a tax benefit related to equity-based compensation which vested during the period.

Due to the uncertainty of realizing the benefit from deferred tax assets, tax positions are reviewed at least quarterly by assessing future expected taxable income from all sources. Realization of deferred tax assets, primarily arising from net operating loss carryforwards and charitable contribution carryforwards, is dependent upon generating sufficient taxable income prior to expiration of the carryforwards. Based on its analysis, the Company believes that some of its deferred tax assets may not be realized. As of September 30, 2024 and December 31, 2023, the Company’s valuation allowance consisted of approximately $5.0 million, net of federal tax benefit, on the deferred tax assets related to state net operating loss carryforwards.

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

The Inflation Reduction Act (“IRA”) of 2022 was signed into law on August 16, 2022. This legislation includes a 15% corporate alternative minimum tax and a 1% excise tax on stock repurchases among its key tax provisions effective for years beginning after December 31, 2022. The Company accrued approximately $4.2 million for an expected excise tax related to shares repurchases made during the nine months ended September 30, 2024, which is included in other accrued liabilities in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2024.
v3.24.3
Other Accrued Liabilities
 9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Other Accrued Liabilities

5. OTHER ACCRUED LIABILITIES

Other accrued liabilities at September 30, 2024 and December 31, 2023, consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Accrued interest

 

$

5,185

 

 

$

18,480

 

Accrued taxes

 

 

18,719

 

 

 

4,169

 

Self-insurance reserve

 

 

14,134

 

 

 

13,218

 

Other

 

 

23,835

 

 

 

22,239

 

Total other accrued liabilities

 

$

61,873

 

 

$

58,106

 

 

As of September 30, 2024 and December 31, 2023, other accrued liabilities above includes approximately $16.8 million and $15.6 million, respectively, related to certain legal matters, contractual liabilities and respective assessments arising from the previously disclosed temporary COVID-19 park closures.

As of September 30, 2024 and December 31, 2023, accrued interest above primarily relates to interest associated with the Company’s senior notes issued in August 2021, for which interest is paid bi-annually in February and August. As of December 31, 2023, accrued interest above also includes interest associated with the Company’s first-priority senior secured notes issued in April 2020, which were fully redeemed in May 2024, for which interest was paid bi-annually in November and May. See further discussion in Note 6–Long-Term Debt.
v3.24.3
Long-Term Debt
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Long-Term Debt

6. LONG-TERM DEBT

Long-term debt, net, as of September 30, 2024 and December 31, 2023 consisted of the following:

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Term B-2 Loans (effective interest rate of 7.35% at September 30, 2024)

 

$

1,542,298

 

 

$

—

 

Term B Loans (effective interest rate of 8.47% at December 31, 2023)

 

 

—

 

 

 

1,173,000

 

Senior Notes due 2029 (interest rate of 5.25%)

 

 

725,000

 

 

 

725,000

 

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

 

 

—

 

 

 

227,500

 

Total long-term debt

 

 

2,267,298

 

 

 

2,125,500

 

Less: unamortized debt issuance costs and discounts

 

 

(16,919

)

 

 

(20,310

)

Less: current maturities

 

 

(15,540

)

 

 

(12,000

)

Total long-term debt, net

 

$

2,234,839

 

 

$

2,093,190

 

Refinancing Transactions

On August 25, 2021, SEA entered into a Restatement Agreement (the “Restatement Agreement”) pursuant to which SEA amended and restated its existing senior secured credit agreement dated as of December 1, 2009 (as amended, restated, supplemented or otherwise modified from time to time, and the senior secured credit facilities thereunder (the “Existing Secured Credit Facilities”), and, as amended and restated by the Restatement Agreement and certain amendments (the “Amended and Restated Credit Agreement”). On June 9, 2022, SEA entered into an incremental amendment to the Amended and Restated Credit Agreement to increase the revolving facility commitments under the Revolving Credit Facility by $5.0 million bringing the aggregate committed principal amount to $390.0 million as of such date.

On June 12, 2023, SEA further amended the Amended and Restated Credit Agreement to replace the LIBOR-based benchmark rates with Term SOFR-based benchmark rates plus credit spread adjustments of 0.11448%, 0.26161% and 0.42826% for interest periods of one, three and six months, respectively, due to reference rate reform (“Adjusted Term SOFR”). The Term SOFR-based benchmark rate became effective as of July 1, 2023. There were no changes to any material terms of the Amended and Restated Credit Agreement that were unrelated to the replacement of the LIBOR-based benchmark rates.

On January 22, 2024, SEA further amended the Amended and Restated Credit Agreement to incur an aggregate principal amount of approximately $1,173 million of Term B-2 Loans under the Amended and Restated Credit Agreement (the “Initial Term B-2 Loans”) to refinance the first lien term loan facility (the “Term Loan Facility” and the loans thereunder, the “Term B Loans”). Borrowings under the Initial Term B-2 Loans bear interest at a fluctuating rate per annum equal to, at SEA’s option, (i) ABR (provided that in no event shall such ABR rate with respect to the Initial Term B-2 Loans be less than 1.50% per annum) plus an applicable margin equal to 1.50% or (ii) Adjusted Term SOFR (provided that in no event shall such Adjusted Term SOFR rate with respect to the Initial Term B-2 Loans be less than 0.50%) plus an applicable margin equal to 2.50%.

On May 2, 2024, SEA further amended the Amended and Restated Credit Agreement to incur an aggregate principal amount of $380.0 million of Incremental Term B-2 Loans under the Credit Agreement (the “Incremental Term B-2 Loans”) to finance the redemption of the First-Priority Senior Secured Notes (as defined below) and for general corporate purposes. The Incremental Term B-2 Loans will be subject to the same affirmative and negative covenants and events of default as the existing Initial Term B-2 Loans. The Amendment requires scheduled amortization payments on the term loans in quarterly amounts equal to 0.25062656641604% of the original principal amount of the existing Initial Term B-2 Loans and the Incremental Term B-2 Loans (collectively, the "Term B-2 Loans"), payable quarterly, with the balance to be paid at maturity on August 25, 2028. Also on May 2, 2024, SEA completed the redemption for all of the $227.5 million aggregate principal amount of the First-Priority Senior Secured Notes.

On August 23, 2024, SEA further amended the Amended and Restated Credit Agreement to, among other things, increase the “Revolving Credit Facility from $390.0 million to $700.0 million and extend the maturity thereof from August 25, 2026 to the earlier of (x) August 23, 2029 and (y) May 26, 2028, if at least $225,000,000 of Term Loans (or any debt refinancing, refunding or replacing any Term Loans that mature on or prior to November 22, 2029 ) are outstanding on the date that is 91 days prior to the Term Facility Maturity Date of August 25, 2028 (as such date may be extended consistent with the terms of the Credit Agreement).

As of September 30, 2024, the Amended and Restated Credit Agreement provides for senior secured financing of up to $2,242.3 million, consisting of:

(i)
the “Term B-2 Loans”, in an aggregate principal amount of $1,542.3 million which are fully drawn. The Term B-2 Loans will mature on August 25, 2028; and
(ii)
a first lien revolving credit facility (the “Revolving Credit Facility” (and the loans thereunder, the “Revolving Loans”) and, together with the Term Loan Facility, the “Senior Secured Credit Facilities”), in an aggregate committed principal amount of $700.0 million, including both a letter of credit sub-facility and a swingline loan sub-facility. The Revolving Credit Facility will mature on the earlier of (x) August 23, 2029 and (y) May 26, 2028, if at least $225,000,000 of Term B-2 Loans (or any debt refinancing, refunding or replacing any Term B-2 Loans that mature on or prior to November 22, 2029) are outstanding on the date that is 91 days prior to the Term B-2 Loans maturity date of August 25, 2028.

Debt Issuance Costs and Discounts

In connection with the recent Refinancing Transactions, SEA recorded debt issuance costs of $3.1 million, of which $1.9 million were paid directly to lenders, during the nine months ended September 30, 2024. Additionally, SEA wrote-off debt issuance costs and discounts of $2.5 million which is included in loss on early extinguishment of debt and write-off of debt issuance costs and discounts in the accompanying consolidated statement of income for the nine months ended September 30, 2024.

Senior Secured Credit Facilities

Borrowings under the Term B-2 Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) a base rate equal to the higher of (a) the federal funds rate plus 1/2 of 1%, (b) the rate of interest quoted in the print edition of the Wall Street Journal Money Rates Section as the prime rate as in effect from time to time and (c) one-month Adjusted Term SOFR plus 1% per annum (provided that in no event shall such ABR rate with respect to the Term B-2 Loans be less than 1.50% per annum) (“ABR”), in each case, plus an applicable margin of 1.50% or (ii) an Adjusted Term SOFR rate for the applicable interest period (provided that in no event shall such Adjusted Term SOFR rate with respect to the Term B-2 Loans be less than 0.50% per annum) plus an applicable margin of 2.50%.

Borrowings under the Revolving Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) ABR (provided that in no event shall such ABR rate with respect to the Revolving Loans be less than 1.00% per annum) plus an applicable margin equal to 1.25% or (ii) Adjusted Term SOFR (provided that in no event shall such Adjusted Term SOFR rate with respect to the Revolving Loans be less than 0.00%) plus an applicable margin of 2.25%. The applicable margin for borrowings of Revolving Loans are subject to one 25 basis point step-down upon achievement by the Company of certain corporate credit ratings.

In addition to paying interest on the outstanding principal under the Senior Secured Credit Facilities, the Company is required to pay a commitment fee equal to 0.20% per annum to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The Company will also be required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for Adjusted Term SOFR rate borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee computed at a rate equal to 0.125% per annum on the daily stated amount of each letter of credit.

The Senior Secured Credit Facilities require scheduled amortization payments on the term loans in quarterly amounts equal to 0.25% of the original principal amount of the Term B-2 Loans, payable quarterly, with the balance to be paid at maturity.

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

-
50% (which percentage will be reduced to 25% and 0% if the Company satisfies certain net first lien leverage ratios) of annual excess cash flow, as defined under the Senior Secured Credit Facilities;
-
100% (which percentage will be reduced to 50% and 0% if the Company satisfies certain net first lien leverage ratios) of the net cash proceeds of all non-ordinary course asset sales or other non-ordinary course dispositions of property, in each case subject to certain exceptions and reinvestment rights;
-
100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the Senior Secured Credit Facilities.

The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to Adjusted Term SOFR rate loans.

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

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

As of September 30, 2024, SEA had approximately $17.5 million of outstanding letters of credit, leaving approximately $682.5 million available under the Revolving Credit Facility, which was not drawn upon as of September 30, 2024.

Senior Notes

On August 25, 2021, SEA completed a private offering of $725.0 million aggregate principal amount of 5.250% senior notes which mature on August 15, 2029 (the “Senior Notes”). The Senior Notes will mature on August 15, 2029. Interest on the Senior Notes accrues at 5.250% per annum and is paid semi-annually, in arrears on February 15 and August 15 of each year.

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

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

First-Priority Senior Secured Notes

On April 30, 2020, SEA completed a private offering of $227.5 million aggregate principal amount of 8.750% first-priority senior secured notes (the “First-Priority Senior Secured Notes”). The First-Priority Senior Secured Notes were scheduled to mature on May 1, 2025 and had interest payment dates of May 1 and November 1. See additional discussion regarding the full redemption of the First-Priority Senior Secured Notes in the preceding Refinancing Transactions section.

Restrictive Covenants

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

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

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

The Debt Agreements permit an unlimited capacity for restricted payments if the net total leverage ratio on a pro forma basis does not exceed 4.25 to 1.00 after giving effect to the payment of any such restricted payment. As of September 30, 2024, the net total leverage ratio as calculated under the Debt Agreements was 2.98 to 1.00.

Long-term debt at September 30, 2024 is repayable as follows and does not include the impact of any future voluntary prepayments:

 

Years Ending December 31:

 

(In thousands)

 

Remainder of 2024

 

$

3,885

 

2025

 

 

15,540

 

2026

 

 

15,540

 

2027

 

 

15,540

 

2028

 

 

1,491,793

 

2029

 

 

725,000

 

Total

 

$

2,267,298

 

Cash paid for interest relating to the Senior Secured Credit Facilities, the Senior Notes, and the First-Priority Senior Secured Notes, net of amounts capitalized, as applicable, was $128.3 million and $113.7 million in the nine months ended September 30, 2024 and 2023, respectively.
v3.24.3
Fair Value Measurements
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements

7. FAIR VALUE MEASUREMENTS

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

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

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

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

Of the Company’s long-term obligations as of September 30, 2024 and December 31, 2023, the Term B-2 Loans and Term B Loans are classified in Level 2 of the fair value hierarchy, and the Senior Notes and the First-Priority Senior Secured Notes are classified in Level 1 of the fair value hierarchy. The fair value of the Term B-2 Loans and Term B Loans approximates their carrying value, excluding unamortized debt issuance costs and discounts, due to the variable nature of the underlying interest rates and the frequent intervals at which such interest rates are reset. The fair value of the Senior Notes and the First-Priority Senior Secured Notes was determined using quoted prices in active markets for identical instruments. See Note 6–Long-Term Debt for further details.

The Company did not have any assets measured on a recurring basis at fair value at September 30, 2024 and December 31, 2023. The Company maintains its long-term liabilities at carrying value, net of unamortized debt issuance costs and discounts in the unaudited condensed consolidated balance sheet.

The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of September 30, 2024.

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

 

 

Active Markets

 

 

Significant

 

 

 

 

 

 

 

 

for Identical

 

 

Other

 

 

Significant

 

 

 

 

 

Assets and

 

 

Observable

 

 

Unobservable

 

 

Balance at

 

 

Liabilities

 

 

Inputs

 

 

Inputs

 

 

September 30,

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

2024

 

 

(In thousands)

 

Long-term obligations (a)

$

699,625

 

 

$

1,542,298

 

 

$

—

 

 

$

2,241,923

 

 

 

(a) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $15.5 million and long-term debt, net, of $2.235 billion as of September 30, 2024.

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, 2023:

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

 

 

Active Markets

 

 

Significant

 

 

 

 

 

 

 

 

for Identical

 

 

Other

 

 

Significant

 

 

 

 

 

Assets and

 

 

Observable

 

 

Unobservable

 

 

Balance at

 

 

Liabilities

 

 

Inputs

 

 

Inputs

 

 

December 31,

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

2023

 

 

(In thousands)

 

Long-term obligations (a)

$

904,025

 

 

$

1,173,000

 

 

$

—

 

 

$

2,077,025

 

(a) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $12.0 million and long-term debt, net, of $2.093 billion as of December 31, 2023.
v3.24.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

8. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Sesame Workshop Arbitration

On February 4, 2022, Sesame Workshop delivered notice asserting that the Company failed to pay an additional royalty payment for 2021 under its licensing agreement with the Company (the “Licensing Agreement”). The Company had previously accrued for the additional amount claimed in other accrued liabilities during the year ended December 31, 2022. On June 27, 2022, pursuant to the License Agreement, Sesame Workshop initiated arbitration seeking a finding that its calculation of the amount of the 2021 royalty payment was correct. Sesame Workshop did not seek any modification or termination of the Licensing Agreement in the arbitration. The arbitration panel made an award on May 22, 2023 to Sesame Workshop for royalties, interest on the award, arbitration fees and expenses, which amounts are accrued for in other accrued liabilities in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, however, the Company is challenging the decision of the arbitration panel. On August 7, 2023, Sesame Workshop filed a Petition to Confirm Arbitration Award in the United States District Court for the Middle District of Florida, and in response, the Company filed a Cross Motion to Vacate. On August 27, 2024, the Court confirmed the arbitration award and entered final judgment on such award on September 30, 2024. At this time, the Company does not anticipate any exposure to loss in excess of amounts accrued to be material..

Other Lawsuits

On July 27, 2022, a purported class action was filed in the United States District Court for the Eastern District of Pennsylvania against the Company captioned Quinton Burns individually and Next Friend of K.B., a minor v. SeaWorld Parks & Entertainment, Inc. and SeaWorld Parks & Entertainment LLC, Civil Case No. 2:22-cv-09941. The complaint states the putative class consists of Quinton Burns and K.B. Burns and similarly situated Black people. Plaintiffs then filed an amended complaint adding an additional seven adult and seven minor class representative plaintiffs in which they allege the class consists of themselves and similarly situated minority persons and also disclosed an additional 89 families and 125 children represented by Plaintiffs’ counsel who are allegedly members of the purported class (the "First Amended Complaint"). The First Amended Complaint alleges the Company engaged in disparate treatment of class members based on their race and in so doing violated the Civil Rights Act of 1866 and Pennsylvania common law. The First Amended Complaint seeks compensatory and punitive damages and attorneys’ fees and costs as well declarative and injunctive relief. The Company filed a motion to dismiss all counts and a motion to strike certification of the class. The Court granted the motion to dismiss with prejudice as to the negligent training and hiring claims, without prejudice as to the negligent supervising claim, and denied the motion as to the 42 USC 1981 and negligence per se claims. The plaintiffs sought certification of their class and to amend the operative complaint to reassert the negligent supervising claim. The Company filed a motion to strike class certification and a motion for summary judgment as to all claims. The court denied plaintiffs’ motion for class certification and granted the Company’s motion for summary judgment in part. In particular, while the court allowed the plaintiffs to reassert their negligent

supervising claims, the court granted summary judgment with regard to all eight individual plaintiffs as to those claims. As to the alleged violations of the Civil Rights Act of 1866, the court has granted summary judgment against two of the eight plaintiffs, leaving six individual plaintiffs with such claims. A jury trial of these cases commenced on May 6, 2024. On May 8, 2024, counsel for the Plaintiffs made the Court aware of certain questionable conduct by one of the plaintiffs. The Court informed counsel for the Company of such conduct and, as a result, the Company moved for a mistrial which the Court granted. The Court also severed from the main case the lawsuit brought by the plaintiff whose alleged conduct led to the request for a mistrial. The main case was reset for trial which commenced on September 9, 2024 and on September 17, 2024 the jury returned a verdict in favor of the Company on all counts. Plaintiffs filed a motion for a new trial on October 16, 2024 which is pending. On September 4, 2024, the Company filed a motion for sanctions against Plaintiffs’ counsel to recover the excess costs and attorneys’ fees caused by the mistrial. The Court denied that motion on September 24, 2024, and the Company filed a notice of appeal seeking review of that order on October 21, 2024. The Company intends to defend these cases vigorously. While there can be no assurance regarding the ultimate outcome of the trial, the Company believes a potential loss, if any, would not be material.

Other Matters

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

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

License Commitments

Pursuant to the License Agreement with Sesame Workshop, the Company pays a specified annual license fee, as well as a specified royalty based on revenues earned in connection with sales of licensed products, all food and beverage items utilizing the licensed elements and any events utilizing such elements if a separate fee is paid for such event. The Company’s principal commitments pursuant to the License Agreement include, among other items, the opening of a second standalone park (“Standalone Park”) (the Company opened the Standalone Park in San Diego on March 26, 2022) and minimum annual capital and marketing thresholds. After the opening of the second Standalone Park (counting the existing Sesame Place Standalone Park in Langhorne, Pennsylvania), SEA has the option to build additional Standalone Parks in the Sesame Territory within agreed upon timelines. The License Agreement has an initial term through December 31, 2031, with an automatic additional 15-year extension plus a five-year option added to the term of the License Agreement from December 31st of the year of each new Standalone Park opening. As of September 30, 2024, the Company estimates the combined remaining liabilities and obligations for the License Agreement commitments could be up to approximately $20.0 million over the remaining term of the agreement. See further discussion concerning royalty payments for the year 2021 in the "Sesame Workshop Arbitration" section above.

Anheuser-Busch, Incorporated ("ABI") has granted the Company a perpetual, exclusive, worldwide, royalty-free license to use the Busch Gardens trademark and certain related domain names in connection with the operation, marketing, promotion and advertising of certain of the Company’s theme parks, as well as in connection with the production, use, distribution and sale of merchandise sold in connection with such theme parks. Under the license, the Company is required to indemnify ABI against losses related to the use of the marks.
v3.24.3
Equity-Based Compensation
 9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation

9. EQUITY-BASED COMPENSATION

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

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

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Equity compensation expense included in operating expenses

 

$

317

 

 

$

671

 

 

$

943

 

 

$

1,215

 

Equity compensation expense included in selling, general and administrative expenses

 

 

2,873

 

 

 

3,931

 

 

 

8,615

 

 

 

11,594

 

Total equity compensation expense

 

$

3,190

 

 

$

4,602

 

 

$

9,558

 

 

$

12,809

 

Omnibus Incentive Plan

The Company has reserved 15.0 million shares of common stock for issuance under its Omnibus Incentive Plan (the “Omnibus Incentive Plan”), of which approximately 6.6 million shares are available for future issuance as of September 30, 2024.

Bonus Performance Restricted Units

During the nine months ended September 30, 2024, the Company granted approximately 133,000 performance-vesting restricted units (the “Bonus Performance Restricted Units”) in accordance with its annual bonus plan for 2024 (the “2024 Bonus Plan”). The 2024 Bonus Plan provides for bonus awards payable 50% in cash and 50% in performance-vesting restricted units (the “Bonus Performance Restricted Units”) and is based upon the Company’s achievement of specified performance goals, as defined by the 2024 Bonus Plan, with respect to the year ended December 31, 2024 (“Fiscal 2024”). The total number of units eligible to vest into shares of stock is based on the level of achievement of the targets for Fiscal 2024 which ranges from 0% (if below threshold performance), to 100% (if at target performance) with opportunities to earn above 100% when achievement is above the target performance for certain metrics.

The Company had an annual bonus plan for the fiscal year ended December 31, 2023 (“Fiscal 2023”), under which certain employees were eligible to vest in Bonus Performance Restricted Units based upon the Company’s achievement of certain performance goals with respect to Fiscal 2023. Based on the Company’s actual Fiscal 2023 results, a portion of these Bonus Performance Restricted Units vested and were converted into approximately 16,000 shares in the nine months ended September 30, 2024 and the remaining unvested units forfeited in accordance with their terms.

Long-term Incentive Performance Restricted Awards

During the nine months ended September 30, 2024, the Company granted long-term incentive plan awards for 2024 (the “2024 Long-Term Incentive Grant”) which were comprised of approximately 58,000 nonqualified stock options (the “Long-Term Incentive Options”) and approximately 181,000 performance-vesting restricted units (the “Long-Term Incentive Performance Restricted Units”) (collectively, the “Long-Term Incentive Awards”).

Long-Term Incentive Options

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

Long-Term Incentive Performance Restricted Units

The Long-Term Incentive Performance Restricted Units are eligible to vest during the three-year performance period beginning on January 1, 2024 and ending on December 31, 2026 (or, extended through December 31, 2027, as applicable) (the “Performance Period”) based upon the Company’s achievement of specified performance goals during the Performance Period. The total number of Long-Term Incentive Performance Restricted Units eligible to vest will be based on the level of achievement of the performance goals and ranges from 0% (if below threshold performance) up to 150% (for maximum performance). Upon achievement of at least the threshold performance goals, 50% of the award for a given level of performance will vest, with the remaining 50% subject to a one-year performance test period. Performance for the test period must meet or exceed the prior year’s performance before up to the remaining 50% of the units can be earned.

Other

During the nine months ended September 30, 2024, a portion of the previously granted long-term incentive performance restricted units under the 2019 Long-Term Incentive Plan and 2021 Long-Term Incentive Plan vested based on the Company’s actual Fiscal 2023 results. The remainder of the 2021 Long-Term Incentive Plan awards were forfeited in accordance with their terms.

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

v3.24.3
Stockholders' Deficit
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Stockholders' Deficit

10. STOCKHOLDERS’ DEFICIT

As of September 30, 2024, 97,058,799 shares of common stock were issued in the accompanying unaudited condensed consolidated balance sheet, which includes 41,298,407 shares of treasury stock held by the Company (see Share Repurchase Programs discussion which follows) but excludes 1,206,449 unvested restricted stock awards held by certain participants in the Company’s equity compensation plans or members of the Board (see Note 9–Equity-Based Compensation).

Share Repurchase Programs

In August 2022, the Board approved a new $250.0 million share repurchase program (the “Former Share Repurchase Program”) of which approximately $38.5 million remained available as of December 31, 2023. During the nine months ended September 30, 2024, the Company repurchased 375,000 shares for an aggregate total of approximately $20.2 million, leaving approximately $18.3 million remaining under the Former Share Repurchase Program as of September 30, 2024.

In March 2024, the Company announced that its Stockholders and Board of Directors approved a new $500.0 million share repurchase program (the "Share Repurchase Program"). During the nine months ended September 30, 2024, the Company repurchased 8,233,118 shares for an aggregate total of approximately $425.1 million. Subsequent to September 30, 2024 through November 6, 2024, the Company repurchased 756,882 shares for an aggregate total of approximately $37.7 million, leaving approximately $37.2 million remaining under the Share Repurchase Program as of November 6, 2024.

Collectively, under the 2022 Former Share Repurchase Program and 2024 Share Repurchase Program, the Company repurchased 8,608,118 shares for an aggregate total of approximately $445.3 million during the nine months ended September 30, 2024.

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


 
v3.24.3
Description of the Business and Basis of Presentation (Policies)
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Description of the Business

Description of the Business

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

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K.

In the opinion of management, such unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations for the year ending December 31, 2024 or any future period due in part to the seasonal nature of the Company’s operations. Based upon historical results, the Company typically generates its highest revenues in the second and third quarters of each year and incurs a net loss in the first quarter, in part because four of its theme parks were historically only open for a portion of the year.

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

Use of Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance reserves, income taxes, revenue recognition and reviews for potential impairment of long-lived assets. Estimates are based on various factors including current and historical trends, as well as other pertinent company and industry data. The Company regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes. Actual results could differ from those estimates.

Segment Reporting

Segment Reporting

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

Share Repurchase Programs and Treasury Stock

From time to time, the Company’s Board of Directors (the “Board”) may authorize share repurchases of common stock. Shares repurchased under Board authorizations are currently held in treasury for general corporate purposes. The Company accounts for treasury stock on the trade date under the cost method. Treasury stock at September 30, 2024 and December 31, 2023 is reflected within stockholders’ deficit. See further discussion of the Company’s share repurchase programs in Note 10–Stockholders’ Deficit.
Revenue Recognition

Revenue Recognition

Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products. 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 Accounting Standards Codification ("ASC") 606 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 redemption rates using historical and forecasted attendance trends by park for similar products. Attendance trends factor in seasonality and are adjusted based on actual trends periodically. These estimated redemption rates impact the timing of when revenue is recognized on these products. Actual results could materially differ from these estimates based on actual attendance patterns. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For pass products purchased on an installment plan that have met their initial commitment period and have transitioned to a month-to-month basis, monthly charges are recognized as revenue as payments are received each month. For certain multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park.

Food, merchandise and other revenue primarily consists of food and beverage, retail, merchandise, parking, other in-park products and service fees, and other miscellaneous revenue, including online transaction fees and revenue from the Company’s international agreements, not necessarily generated in our parks, which is not significant in the periods presented. The Company recognizes revenue for food and beverage, merchandise and other in-park products when the related products or services are received by the guests.

Deferred revenue primarily includes revenue associated with pass products, admission or in-park products or services with a future intended use date and contract liability balances related to licensing and international agreements collected in advance of the Company satisfying its performance obligations and is expected to be recognized in future periods. At September 30, 2024 and December 31, 2023, the long-term portion of deferred revenue included in other liabilities in the accompanying unaudited condensed consolidated balance sheets primarily relates to the Company’s international agreements, as discussed in the following section.

The following table reflects the Company’s deferred revenue balance as of September 30, 2024 and December 31, 2023:

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

170,473

 

 

$

169,967

 

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

 

 

14,749

 

 

 

14,353

 

Deferred revenue, short-term portion

 

$

155,724

 

 

$

155,614

 

The Company estimates approximately $143.8 million of the deferred revenue, short term portion, balance outstanding as of December 31, 2023 was recognized as revenue during the nine months ended September 30, 2024. For certain admission products, the Company estimated timing of redemption using average historical redemption rates.

International Agreements

In May 2023, SeaWorld Abu Dhabi, the first SeaWorld branded park outside the United States, opened on Yas Island in the United Arab Emirates (the "Middle East Project"). The first-of-its-kind marine life themed park was built through a partnership with Miral Asset Management LLC. As part of this partnership, the Company receives sales based royalties, certain incentive fees and other service based payments. Additionally, the Company provided certain services pertaining to the planning and design of the Middle East Project, with funding received from our partner in the Middle East expected to offset our internal expenses. Revenue and expenses associated with the above items (collectively the “Middle East Agreements”) began to be recognized when substantially all the services had been performed which occurred when SeaWorld Abu Dhabi opened in May 2023.

The Company also received additional funds, some of which were advanced, from its partner related to agreed-upon services and reimbursements of costs incurred by the Company on behalf of the Middle East Project (the “Middle East Services Agreements”). Revenue and expenses associated with the Middle East Services Agreements were recognized upon completion of the respective performance obligations and have no further obligations as of December 31, 2023.
Recently Issued Accounting Standards

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

Recently Issued Accounting Standards

In March 2024, the SEC issued its final rule on the enhancement and standardization of climate-related disclosures for investors. These wide-ranging disclosures require annual disclosure of material greenhouse gas emissions as well as disclosure of governance, risk management and strategy related to material climate-related risks. Within the notes to financial statements, the final rule requires disclosure of expenditures recognized, subject to certain thresholds, attributable to severe weather. Outside of the financial statements, the final rule requires qualitative and quantitative disclosures about material scope 1 and scope 2 greenhouse gas emissions. Also required is disclosure of the risk management process and the oversight practices of the Board of Directors and management related to climate-related risks.

In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges. The new rules, absent the results of pending legal challenges, are currently expected to be effective beginning with the Company’s fiscal year starting January 1, 2025, except for those relating to greenhouse gas emissions, which are expected to be effective starting January 1, 2026. The Company is currently evaluating the rule to determine the impact on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures that requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures to enhance disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance.

v3.24.3
Description of the Business and Basis of Presentation (Tables)
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Deferred Revenue Balances

The following table reflects the Company’s deferred revenue balance as of September 30, 2024 and December 31, 2023:

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

170,473

 

 

$

169,967

 

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

 

 

14,749

 

 

 

14,353

 

Deferred revenue, short-term portion

 

$

155,724

 

 

$

155,614

 
v3.24.3
Earnings per Share (Tables)
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings per Share

Earnings per share is computed as follows:

 

 

For the Three Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

 

Net
Income

 

 

Shares

 

 

Per
Share
Amount

 

 

Net
Income

 

 

Shares

 

 

Per
Share
Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings per share

 

$

119,677

 

 

 

57,292

 

 

$

2.09

 

 

$

123,555

 

 

 

63,954

 

 

$

1.93

 

Effect of dilutive incentive-based awards

 

 

 

 

 

371

 

 

 

 

 

 

 

 

 

365

 

 

 

 

Diluted earnings per share

 

$

119,677

 

 

 

57,663

 

 

$

2.08

 

 

$

123,555

 

 

 

64,319

 

 

$

1.92

 

 

 

 

For the Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

 

Net
Income

 

 

Shares

 

 

Per
Share
Amount

 

 

Net
Income

 

 

Shares

 

 

Per
Share
Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings per share

 

$

199,600

 

 

 

61,052

 

 

$

3.27

 

 

$

194,143

 

 

 

63,955

 

 

$

3.04

 

Effect of dilutive incentive-based awards

 

 

 

 

 

480

 

 

 

 

 

 

 

 

 

470

 

 

 

 

Diluted earnings per share

 

$

199,600

 

 

 

61,532

 

 

$

3.24

 

 

$

194,143

 

 

 

64,425

 

 

$

3.01

 
v3.24.3
Other Accrued Liabilities (Tables)
 9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Schedule of Other Accrued Liabilities

Other accrued liabilities at September 30, 2024 and December 31, 2023, consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Accrued interest

 

$

5,185

 

 

$

18,480

 

Accrued taxes

 

 

18,719

 

 

 

4,169

 

Self-insurance reserve

 

 

14,134

 

 

 

13,218

 

Other

 

 

23,835

 

 

 

22,239

 

Total other accrued liabilities

 

$

61,873

 

 

$

58,106

 
v3.24.3
Long-Term Debt (Tables)
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Summary of Long-Term Debt, Net

Long-term debt, net, as of September 30, 2024 and December 31, 2023 consisted of the following:

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Term B-2 Loans (effective interest rate of 7.35% at September 30, 2024)

 

$

1,542,298

 

 

$

—

 

Term B Loans (effective interest rate of 8.47% at December 31, 2023)

 

 

—

 

 

 

1,173,000

 

Senior Notes due 2029 (interest rate of 5.25%)

 

 

725,000

 

 

 

725,000

 

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

 

 

—

 

 

 

227,500

 

Total long-term debt

 

 

2,267,298

 

 

 

2,125,500

 

Less: unamortized debt issuance costs and discounts

 

 

(16,919

)

 

 

(20,310

)

Less: current maturities

 

 

(15,540

)

 

 

(12,000

)

Total long-term debt, net

 

$

2,234,839

 

 

$

2,093,190

 
Summary of Long-Term Debt Repayable

Long-term debt at September 30, 2024 is repayable as follows and does not include the impact of any future voluntary prepayments:

 

Years Ending December 31:

 

(In thousands)

 

Remainder of 2024

 

$

3,885

 

2025

 

 

15,540

 

2026

 

 

15,540

 

2027

 

 

15,540

 

2028

 

 

1,491,793

 

2029

 

 

725,000

 

Total

 

$

2,267,298

 
v3.24.3
Fair Value Measurements (Tables)
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of Estimated Fair Value Measurements and Related Classifications for Liabilities Measured on a Recurring Basis

The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of September 30, 2024.

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

 

 

Active Markets

 

 

Significant

 

 

 

 

 

 

 

 

for Identical

 

 

Other

 

 

Significant

 

 

 

 

 

Assets and

 

 

Observable

 

 

Unobservable

 

 

Balance at

 

 

Liabilities

 

 

Inputs

 

 

Inputs

 

 

September 30,

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

2024

 

 

(In thousands)

 

Long-term obligations (a)

$

699,625

 

 

$

1,542,298

 

 

$

—

 

 

$

2,241,923

 

 

 

(a) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $15.5 million and long-term debt, net, of $2.235 billion as of September 30, 2024.

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, 2023:

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

 

 

Active Markets

 

 

Significant

 

 

 

 

 

 

 

 

for Identical

 

 

Other

 

 

Significant

 

 

 

 

 

Assets and

 

 

Observable

 

 

Unobservable

 

 

Balance at

 

 

Liabilities

 

 

Inputs

 

 

Inputs

 

 

December 31,

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

2023

 

 

(In thousands)

 

Long-term obligations (a)

$

904,025

 

 

$

1,173,000

 

 

$

—

 

 

$

2,077,025

 

(a) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $12.0 million and long-term debt, net, of $2.093 billion as of December 31, 2023.
v3.24.3
Equity-Based Compensation (Tables)
 9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Equity Compensation Expense

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

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

(In thousands)

 

Equity compensation expense included in operating expenses

 

$

317

 

 

$

671

 

 

$

943

 

 

$

1,215

 

Equity compensation expense included in selling, general and administrative expenses

 

 

2,873

 

 

 

3,931

 

 

 

8,615

 

 

 

11,594

 

Total equity compensation expense

 

$

3,190

 

 

$

4,602

 

 

$

9,558

 

 

$

12,809

 
v3.24.3
Description of the Business and Basis of Presentation - Additional Information (Detail)
$ in Millions
 9 Months Ended
Sep. 30, 2024
USD ($)
Segment
Business
Business Description And Basis Of Presentation [Line Items]  
Number of theme parks owned and operated | Business 12
Number of reportable segment | Segment 1
Deferred revenue recognized | $ $ 143.8
v3.24.3
Description of the Business and Basis of Presentation - Deferred Revenue Balances (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Deferred Revenue Disclosure [Abstract]    
Deferred revenue, including long-term portion $ 170,473 $ 169,967
Less: Deferred revenue, long-term portion, included in other liabilities 14,749 14,353
Deferred revenue, short-term portion $ 155,724 $ 155,614
v3.24.3
Earnings per Share - Schedule of Earnings per Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share [Abstract]        
Basic earnings per share $ 119,677 $ 123,555 $ 199,600 $ 194,143
Diluted earnings per share $ 119,677 $ 123,555 $ 199,600 $ 194,143
Basic earnings, shares 57,292 63,954 61,052 63,955
Effect of dilutive incentive-based awards, shares 371 365 480 470
Diluted earnings, shares 57,663 64,319 61,532 64,425
Earnings per share, basic $ 2.09 $ 1.93 $ 3.27 $ 3.04
Earnings per share, diluted $ 2.08 $ 1.92 $ 3.24 $ 3.01
v3.24.3
Earnings per Share - Additional Information (Detail) - shares
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share [Line Items]        
Anti-dilutive shares excluded from the computation of diluted earnings per share 482,000 491,000 503,000 424,000
Performance-vesting Restricted Stock Awards [Member]        
Earnings Per Share [Line Items]        
Contingently issuable shares excluded from the calculation of diluted loss per share     601,000 912,000
v3.24.3
Income Taxes - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Income Tax Disclosure [Line Items]          
Effective tax rate 25.80% 25.70% 25.30% 25.30%  
Income tax rate at federal statutory rates 21.00% 21.00% 21.00% 21.00%  
Accrued income taxes $ 4.2   $ 4.2    
Percentage of corporate alternative minimum tax 15.00%   15.00%    
Percentage of excise tax on stock repurchases 1.00%   1.00%    
State Tax Credit Carry Forwards [Member]          
Income Tax Disclosure [Line Items]          
Deferred tax assets, valuation allowance $ 5.0   $ 5.0   $ 5.0
v3.24.3
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accrued interest $ 5,185 $ 18,480
Accrued taxes 18,719 4,169
Self-insurance reserve 14,134 13,218
Other 23,835 22,239
Total other accrued liabilities $ 61,873 $ 58,106
v3.24.3
Other Accrued Liabilities - Additional Information (Detail) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Certain legal matters, contractual obligations and respective assessments from temporary COVID-19 park closures $ 16.8 $ 15.6
v3.24.3
Long-Term Debt - Summary of Long-Term Debt, Net (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Long-term debt $ 2,267,298 $ 2,125,500
Less: unamortized debt issuance costs and discounts (16,919) (20,310)
Less: current maturities (15,540) (12,000)
Total long-term debt, net 2,234,839 2,093,190
Senior Notes [Member]    
Debt Instrument [Line Items]    
Long-term debt 725,000 725,000
Term B-2 Loans [Member]    
Debt Instrument [Line Items]    
Long-term debt $ 1,542,298  
Term B Loans [Member]    
Debt Instrument [Line Items]    
Long-term debt   1,173,000
First-Priority Senior Secured Notes [Member]    
Debt Instrument [Line Items]    
Long-term debt   $ 227,500
v3.24.3
Long-Term Debt - Summary of Long-Term Debt, Net (Parenthetical) (Detail)
Sep. 30, 2024
Dec. 31, 2023
Aug. 25, 2021
Senior Notes [Member]      
Debt Instrument [Line Items]      
Debt instrument interest rate percentage 5.25% 5.25% 5.25%
Term B-2 Loans [Member]      
Debt Instrument [Line Items]      
Debt instrument interest rate effective percentage 7.35%    
Term B Loans [Member]      
Debt Instrument [Line Items]      
Debt instrument interest rate effective percentage   8.47%  
First-Priority Senior Secured Notes [Member]      
Debt Instrument [Line Items]      
Debt instrument interest rate percentage   8.75%  
v3.24.3
Long-Term Debt - Additional Information (Detail) - USD ($)
 9 Months Ended
Aug. 23, 2024
Aug. 22, 2024
May 02, 2024
Jan. 22, 2024
Jun. 12, 2023
Jun. 09, 2022
Aug. 25, 2021
Apr. 30, 2020
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Debt Instrument [Line Items]                      
Debt issuance costs                 $ 3,100,000    
Payment to lenders                 1,900,000    
Write-off of debt issuance costs and discounts                 2,500,000    
Outstanding letters of credit                 17,500,000    
Aggregate principal amount                 $ 2,267,298,000   $ 2,125,500,000
Debt Instrument Redemption Period One                      
Debt Instrument [Line Items]                      
Debt instrument, maturity date Nov. 22, 2029           Nov. 22, 2029        
Debt Instrument Redemption Period One | SOFR                      
Debt Instrument [Line Items]                      
Credit spread adjustment rate         0.11448%            
Debt Instrument, Redemption, Period Two                      
Debt Instrument [Line Items]                      
Debt instrument, maturity date Aug. 25, 2028           Aug. 25, 2028        
Debt Instrument, Redemption, Period Two | SOFR                      
Debt Instrument [Line Items]                      
Credit spread adjustment rate         0.26161%            
Debt Instrument, Redemption, Period Three | SOFR                      
Debt Instrument [Line Items]                      
Credit spread adjustment rate         0.42826%            
Senior Secured Credit Facilities [Member]                      
Debt Instrument [Line Items]                      
Debt Instrument Redemption Description             In addition, the Senior Secured Credit Facilities require the Company to prepay outstanding term loan borrowings, subject to certain exceptions, with:-50% (which percentage will be reduced to 25% and 0% if the Company satisfies certain net first lien leverage ratios) of annual excess cash flow, as defined under the Senior Secured Credit Facilities;-100% (which percentage will be reduced to 50% and 0% if the Company satisfies certain net first lien leverage ratios) of the net cash proceeds of all non-ordinary course asset sales or other non-ordinary course dispositions of property, in each case subject to certain exceptions and reinvestment rights;-100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the Senior Secured Credit Facilities.        
Letter of credit participation fees                 0.125%    
Cash paid for interest                 $ 128,300,000 $ 113,700,000  
Senior Notes [Member]                      
Debt Instrument [Line Items]                      
Debt instrument, maturity date             Aug. 15, 2029        
Senior debt             $ 725,000,000        
Debt instrument interest rate percentage             5.25%   5.25%   5.25%
Debt Instrument Redemption Description             On or after August 15, 2024, SEA may redeem the Senior Notes, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on August 15 of the years as follows: (i) in 2024 at 102.625%; (ii) in 2025 at 101.313%; and (iii) in 2026 and thereafter at 100%. In addition, prior to August 15, 2024, SEA may redeem the Senior Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus the “Applicable Premium” and accrued and unpaid interest, if any, to, but excluding, the redemption date. Notwithstanding the foregoing, subject to the provisions set forth in the Indenture, at any time and from time to time on or prior to August 15, 2024, SEA may redeem in the aggregate up to 40% of the original aggregate principal amount of the Senior Notes (calculated after giving effect to any issuance of additional Senior Notes) in an aggregate amount equal to the net cash proceeds of one or more equity offerings at a redemption price equal to 105.250%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Additionally, upon the occurrence of specified change of control events, each holder will have the right to require SEA to repurchase all or any part of such holder’s notes at a purchase price in cash equal to 101%.        
Interest accrue on senior notes             5.25%        
Redemption percentage             100.00%        
Aggregate principal amount                 $ 725,000,000   $ 725,000,000
Initial aggregate principal amount, allowable redeemable percentage             40.00%        
Equity offerings at redemption price             105.25%        
Percentage Of notes redeemable after change of control             101.00%        
Senior Notes [Member] | Debt Instrument Redemption Period One                      
Debt Instrument [Line Items]                      
Redemption percentage             102.625%        
Senior Notes [Member] | Debt Instrument, Redemption, Period Two                      
Debt Instrument [Line Items]                      
Redemption percentage             101.313%        
Senior Notes [Member] | Debt Instrument, Redemption, Period Three                      
Debt Instrument [Line Items]                      
Redemption percentage             100.00%        
First-Priority Senior Secured Notes [Member]                      
Debt Instrument [Line Items]                      
Debt instrument, maturity date               May 01, 2025      
Redemption of First-Priority senior secured notes     $ 227,500,000                
Senior debt               $ 227,500,000      
Debt instrument interest rate percentage               8.75%      
Revolving Credit Facility [Member]                      
Debt Instrument [Line Items]                      
Debt instrument, maturity date   Aug. 25, 2026                  
Increase of commitments $ 700,000,000 $ 390,000,000                  
Credit facility earlier maturity date Aug. 23, 2029                    
Credit facility maturity date May 26, 2028                    
Incremental amendment to revolving facility commitments           $ 5,000,000          
Long term debt, outstanding amount                 $ 682,500,000    
Revolving Credit Facility [Member] | Senior Secured Credit Facilities [Member]                      
Debt Instrument [Line Items]                      
Aggregate principal amount           $ 390,000,000 $ 700,000,000        
Commitment fee payable by the company                 0.20%    
Restrictive Covenants [Member]                      
Debt Instrument [Line Items]                      
Total net leverage ratio not to be exceeded                 425.00%    
Restrictive Covenants [Member] | Debt Agreement [Member]                      
Debt Instrument [Line Items]                      
Total net leverage ratio, as calculated                 298.00%    
Maximum [Member] | Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member]                      
Debt Instrument [Line Items]                      
Credit facility agreement maximum required first lien secured leverage ratio                 625.00%    
Excludable letters of credit under maximum required first lien secured leverage ratio                 $ 30,000,000    
Minimum [Member] | Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member]                      
Debt Instrument [Line Items]                      
Credit facility agreement maximum required first lien secured leverage ratio                 100.00%    
Minimum percentage of funded loan and letters of credit for covenant to apply                 35.00%    
Initial Term B-2 Loans [Member]                      
Debt Instrument [Line Items]                      
Debt Instrument Redemption Description                 Borrowings under the Initial Term B-2 Loans bear interest at a fluctuating rate per annum equal to, at SEA’s option, (i) ABR (provided that in no event shall such ABR rate with respect to the Initial Term B-2 Loans be less than 1.50% per annum) plus an applicable margin equal to 1.50% or (ii) Adjusted Term SOFR (provided that in no event shall such Adjusted Term SOFR rate with respect to the Initial Term B-2 Loans be less than 0.50%) plus an applicable margin equal to 2.50%    
Aggregate principal amount       $ 1,173,000,000              
Term Loan [Member] | Minimum [Member] | Revolving Credit Facility [Member]                      
Debt Instrument [Line Items]                      
Aggregate principal amount $ 225,000,000                    
Incremental Term B-2 Loans [Member]                      
Debt Instrument [Line Items]                      
Aggregate principal amount     $ 380,000,000                
Term B-2 Loans [Member]                      
Debt Instrument [Line Items]                      
Aggregate principal amount drawn       $ 1,542,300,000              
Debt instrument, maturity date     Aug. 25, 2028 Aug. 25, 2028              
Amortization Payments of Term Loan     0.25063%                
Aggregate principal amount                 $ 1,542,298,000    
Term B-2 Loans [Member] | Senior Secured Credit Facilities [Member]                      
Debt Instrument [Line Items]                      
Debt Instrument Redemption Description                 Borrowings under the Term B-2 Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) a base rate equal to the higher of (a) the federal funds rate plus 1/2 of 1%, (b) the rate of interest quoted in the print edition of the Wall Street Journal Money Rates Section as the prime rate as in effect from time to time and (c) one-month Adjusted Term SOFR plus 1% per annum (provided that in no event shall such ABR rate with respect to the Term B-2 Loans be less than 1.50% per annum) (“ABR”), in each case, plus an applicable margin of 1.50% or (ii) an Adjusted Term SOFR rate for the applicable interest period (provided that in no event shall such Adjusted Term SOFR rate with respect to the Term B-2 Loans be less than 0.50% per annum) plus an applicable margin of 2.50%.    
Amortization Payments of Term Loan             0.25%        
Term B-2 Loans [Member] | Revolving Credit Facility [Member]                      
Debt Instrument [Line Items]                      
Credit facility earlier maturity date             Aug. 23, 2029        
Credit facility maturity date             May 26, 2028        
Term B-2 Loans [Member] | Minimum [Member] | Revolving Credit Facility [Member]                      
Debt Instrument [Line Items]                      
Aggregate principal amount             $ 225,000,000        
Restatement Agreement [Member] | Maximum [Member]                      
Debt Instrument [Line Items]                      
Senior secured financing                 $ 2,242,300,000    
Term B Loans [Member]                      
Debt Instrument [Line Items]                      
Aggregate principal amount                     $ 1,173,000,000
Revolving Loans [Member] | Senior Secured Credit Facilities [Member]                      
Debt Instrument [Line Items]                      
Debt Instrument Redemption Description                 Borrowings under the Revolving Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) ABR (provided that in no event shall such ABR rate with respect to the Revolving Loans be less than 1.00% per annum) plus an applicable margin equal to 1.25% or (ii) Adjusted Term SOFR (provided that in no event shall such Adjusted Term SOFR rate with respect to the Revolving Loans be less than 0.00%) plus an applicable margin of 2.25%. The applicable margin for borrowings of Revolving Loans are subject to one 25 basis point step-down upon achievement by the Company of certain corporate credit ratings.    
v3.24.3
Long-Term Debt - Summary of Long-Term Debt Repayable (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Maturities of Long-Term Debt [Abstract]    
Remainder of 2024 $ 3,885  
2025 15,540  
2026 15,540  
2027 15,540  
2028 1,491,793  
2029 725,000  
Long-term debt $ 2,267,298 $ 2,125,500
v3.24.3
Fair Value Measurements - Additional Information (Detail) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Fair Value Disclosures [Abstract]    
Assets measured at fair value $ 0 $ 0
v3.24.3
Fair Value Measurements - Schedule of Estimated Fair Value Measurements and Related Classifications for Liabilities Measured on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Long-term obligations $ 2,241,923 $ 2,077,025
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Long-term obligations 699,625 904,025
Significant Other Observable Inputs (Level 2) [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Long-term obligations $ 1,542,298 $ 1,173,000
v3.24.3
Fair Value Measurements - Schedule of Estimated Fair Value Measurements and Related Classifications for Liabilities Measured on a Recurring Basis (Parenthetical) (Detail) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Fair Value Disclosures [Abstract]    
Current maturities of long-term debt $ 15,540 $ 12,000
Total long-term debt, net $ 2,234,839 $ 2,093,190
v3.24.3
Commitments and Contingencies - Additional Information (Detail)
$ in Millions
 9 Months Ended
Sep. 30, 2024
USD ($)
Loss Contingencies [Line Items]  
Remaining liabilities and obligations for license agreement commitment $ 20.0
License agreement term, description Pursuant to the License Agreement with Sesame Workshop, the Company pays a specified annual license fee, as well as a specified royalty based on revenues earned in connection with sales of licensed products, all food and beverage items utilizing the licensed elements and any events utilizing such elements if a separate fee is paid for such event. The Company’s principal commitments pursuant to the License Agreement include, among other items, the opening of a second standalone park (“Standalone Park”) (the Company opened the Standalone Park in San Diego on March 26, 2022) and minimum annual capital and marketing thresholds. After the opening of the second Standalone Park (counting the existing Sesame Place Standalone Park in Langhorne, Pennsylvania), SEA has the option to build additional Standalone Parks in the Sesame Territory within agreed upon timelines. The License Agreement has an initial term through December 31, 2031, with an automatic additional 15-year extension plus a five-year option added to the term of the License Agreement from December 31st of the year of each new Standalone Park opening. As of September 30, 2024, the Company estimates the combined remaining liabilities and obligations for the License Agreement commitments could be up to approximately $20.0 million over the remaining term of the agreement. See further discussion concerning royalty payments for the year 2021 in the "Sesame Workshop Arbitration" section above.
v3.24.3
Equity-Based Compensation - Schedule of Equity Compensation Expense (Detail) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Total equity compensation expense $ 3,190 $ 4,602 $ 9,558 $ 12,809
Operating Expense [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Total equity compensation expense 317 671 943 1,215
Selling, General and Administrative Expenses [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Total equity compensation expense $ 2,873 $ 3,931 $ 8,615 $ 11,594
v3.24.3
Equity-Based Compensation - Additional Information (Detail)
 9 Months Ended
Sep. 30, 2024
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Percentage of bonus payable by units 50.00%
Bonus Performance Restricted Units [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Performance restricted units vested 16,000
Bonus Performance Restricted Awards [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Percentage of bonus payable by units 50.00%
Performance-vesting restricted units or Nonqualified stock options granted 133,000
Below Threshold Performance Bonus Restricted Awards [Member] | Maximum [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Vesting percentage, per year 100.00%
Below Threshold Performance Bonus Restricted Awards [Member] | Minimum [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Vesting percentage, per year 0.00%
Long Term Incentive Options [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Vesting period 3 years
Award vesting terms one-third vesting on each anniversary of the date of grant
Long-Term Incentive Performance Restricted Units [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Performance-vesting restricted units or Nonqualified stock options granted 181,000
Nonqualified Stock Options Granted [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Performance-vesting restricted units or Nonqualified stock options granted 58,000
Omnibus Incentive Plan [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Common stock reserved for future issuance 15,000,000.0
Shares available for future issuance 6,600,000
2023 Long-Term Incentive Plan Below Threshold Performance [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Vesting percentage, per year 0.00%
2023 Long-Term Incentive Plan At Threshold Performance [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Percentage of units earned 50.00%
2023 Long-Term Incentive Plan Maximum Performance [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Vesting percentage, per year 150.00%
v3.24.3
Stockholders' Deficit - Additional Information (Detail) - USD ($)
 1 Months Ended 9 Months Ended
Nov. 06, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Aug. 31, 2022
Stockholders Equity [Line Items]                    
Common stock, shares issued   97,058,799     96,660,357          
Treasury stock, shares   41,298,407                
Stock Repurchase Program, number of shares repurchased   8,608,118                
Stock repurchases under Share Repurchase Program   $ 445,300,000                
Share Repurchase Program [Member]                    
Stockholders Equity [Line Items]                    
Share Repurchase Programs, authorized amount       $ 500,000,000            
Stock Repurchase Program, number of shares repurchased   8,233,118                
Stock repurchases under Share Repurchase Program   $ 425,100,000                
Share Repurchase Program [Member] | Subsequent Event [Member]                    
Stockholders Equity [Line Items]                    
Stock Repurchase Program, number of shares repurchased 756,882                  
Stock repurchases under Share Repurchase Program $ 37,700,000                  
Share Repurchase Program, remaining authorized repurchase amount $ 37,200,000                  
Former Share Repurchase Program [Member]                    
Stockholders Equity [Line Items]                    
Share Repurchase Programs, authorized amount                   $ 250,000,000
Stock Repurchase Program, number of shares repurchased   375,000                
Stock repurchases under Share Repurchase Program   $ 20,200,000                
Share Repurchase Program, remaining authorized repurchase amount   $ 18,300,000     $ 38,500,000          
Common Stock [Member]                    
Stockholders Equity [Line Items]                    
Common stock, shares issued   97,058,799 97,031,598 96,961,736 96,660,357 96,634,322 96,582,649 96,496,784 96,287,771  
Restricted Stock Units [Member]                    
Stockholders Equity [Line Items]                    
Number of unvested shares   1,206,449