SEAWORLD ENTERTAINMENT, INC., 10-Q filed on 5/8/2020
Quarterly Report
v3.20.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2020
May 04, 2020
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q1  
Trading Symbol SEAS  
Entity Registrant Name SeaWorld Entertainment, Inc.  
Entity Central Index Key 0001564902  
Current Fiscal Year End Date --12-31  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   78,211,252
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Security Exchange Name NYSE  
Entity File Number 001-35883  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 27-1220297  
Entity Address, Address Line One 6240 Sea Harbor Drive  
Entity Address, City or Town Orlando  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 32821  
City Area Code 407  
Local Phone Number 226-5011  
Document Quarterly Report true  
Document Transition Report false  
v3.20.1
Unaudited Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 192,760 $ 39,946
Accounts receivable, net 43,358 49,728
Inventories 34,627 33,163
Prepaid expenses and other current assets 22,976 46,312
Total current assets 293,721 169,149
Property and equipment, at cost 3,258,218 3,209,521
Accumulated depreciation (1,511,468) (1,476,059)
Property and equipment, net 1,746,750 1,733,462
Goodwill, net 66,278 66,278
Trade names/trademarks, net 157,000 157,000
Right of use assets-operating leases 140,101 141,438
Other intangible assets, net 526 526
Deferred tax assets, net 18,853 19,013
Other assets, net 15,165 13,652
Total assets 2,438,394 2,300,518
Current liabilities:    
Accounts payable and accrued expenses 153,971 131,503
Current maturities of long-term debt, including revolving credit facility of $50,000 as of December 31, 2019 15,505 65,505
Operating lease obligations 3,925 3,896
Accrued salaries, wages and benefits 12,343 15,499
Deferred revenue 120,380 104,416
Other accrued liabilities 20,625 81,841
Total current liabilities 326,749 402,660
Long-term debt, net, including revolving credit facility of $312,500 as of March 31, 2020 1,790,891 1,482,619
Long-term operating lease obligations 123,077 124,339
Deferred tax liabilities, net 22,061 42,773
Other liabilities 39,502 37,235
Total liabilities 2,302,280 2,089,626
Commitments and contingencies (Note 10)
Stockholders’ equity:    
Preferred stock, $0.01 par value—authorized, 100,000,000 shares, no shares issued or outstanding at March 31, 2020 and December 31, 2019
Common stock, $0.01 par value—authorized, 1,000,000,000 shares; 94,345,017 and 94,044,203 shares issued at March 31, 2020 and December 31, 2019, respectively 943 940
Additional paid-in capital 667,333 673,893
Accumulated other comprehensive loss (855) (1,559)
Accumulated deficit (115,998) (59,479)
Treasury stock, at cost (16,260,248 and 15,790,463 shares at March 31, 2020 and December 31, 2019, respectively (415,309) (402,903)
Total stockholders’ equity 136,114 210,892
Total liabilities and stockholders’ equity $ 2,438,394 $ 2,300,518
v3.20.1
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Long-term debt $ 1,816,507 $ 1,557,883
Current maturities of long-term debt $ 15,505 $ 65,505
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 100,000,000 100,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 1,000,000,000 1,000,000,000
Common stock, shares issued 94,345,017 94,044,203
Treasury stock, shares 16,260,248 15,790,463
Revolving Credit Facility [Member]    
Long-term debt $ 312,500 $ 50,000
Current maturities of long-term debt   $ 50,000
v3.20.1
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Net revenues:    
Total revenues $ 153,561 $ 220,575
Costs and expenses:    
Cost of food, merchandise and other revenues 13,104 17,213
Operating expenses (exclusive of depreciation and amortization shown separately below) 132,999 149,885
Selling, general and administrative expenses 26,954 42,764
Severance and other separation costs 65 2,566
Depreciation and amortization 38,013 39,450
Total costs and expenses 211,135 251,878
Operating loss (57,574) (31,303)
Other (income) expense, net (12) 27
Interest expense 19,153 20,797
Loss before income taxes (76,715) (52,127)
Benefit from income taxes (20,196) (15,107)
Net loss (56,519) (37,020)
Other comprehensive loss:    
Unrealized income (loss) on derivatives, net of tax 704 (2,064)
Comprehensive loss $ (55,815) $ (39,084)
Loss per share:    
Net loss per share, basic $ (0.72) $ (0.44)
Net loss per share, diluted $ (0.72) $ (0.44)
Weighted average common shares outstanding:    
Basic 78,213 83,354
Diluted 78,213 83,354
Admissions [Member]    
Net revenues:    
Total revenues $ 90,506 $ 128,913
Food, Merchandise and Other [Member]    
Net revenues:    
Total revenues $ 63,055 $ 91,662
v3.20.1
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive (Loss) Income [Member]
Treasury Stock, at Cost [Member]
Beginning Balance at Dec. 31, 2018 $ 265,194 $ 934 $ 663,834 $ (148,955) $ 2,284 $ (252,903)
Beginning Balance, shares at Dec. 31, 2018   93,400,929        
Equity-based compensation 3,198   3,198      
Unrealized income (loss) on derivatives, net of tax (2,064)       (2,064)  
Vesting of restricted shares   $ 4 (4)      
Vesting of restricted shares, shares   440,646        
Shares withheld for tax withholdings (3,606) $ (1) (3,605)      
Shares withheld for tax withholdings, shares   (132,886)        
Exercise of stock options 715   715      
Exercise of stock options, shares   39,928        
Adjustments to previous dividend declarations 3   3      
Net income (Loss) (37,020)     (37,020)    
Ending Balance at Mar. 31, 2019 226,420 $ 937 664,141 (185,975) 220 (252,903)
Ending Balance, shares at Mar. 31, 2019   93,748,617        
Beginning Balance at Dec. 31, 2019 $ 210,892 $ 940 673,893 (59,479) (1,559) (402,903)
Beginning Balance, shares at Dec. 31, 2019 94,044,203 94,044,203        
Equity-based compensation $ (3,601)   (3,601)      
Unrealized income (loss) on derivatives, net of tax 704       704  
Vesting of restricted shares   $ 4 (4)      
Vesting of restricted shares, shares   410,807        
Shares withheld for tax withholdings (3,160) $ (1) (3,159)      
Shares withheld for tax withholdings, shares   (121,089)        
Exercise of stock options 203   203      
Exercise of stock options, shares   11,096        
Adjustments to previous dividend declarations 1   1      
Repurchase of treasury shares (12,406)         (12,406)
Net income (Loss) (56,519)     (56,519)    
Ending Balance at Mar. 31, 2020 $ 136,114 $ 943 $ 667,333 $ (115,998) $ (855) $ (415,309)
Ending Balance, shares at Mar. 31, 2020 94,345,017 94,345,017        
v3.20.1
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Repurchase of treasury shares, shares 469,785  
Accumulated Other Comprehensive (Loss) Income [Member]    
Unrealized loss on derivatives, tax (benefit) expense $ 254 $ (744)
v3.20.1
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Cash Flows From Operating Activities:    
Net loss $ (56,519) $ (37,020)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization 38,013 39,450
Amortization of debt issuance costs and discounts 822 899
Deferred income tax benefit (20,805) (16,606)
Equity-based compensation (3,601) 3,198
Other, including loss on sale or disposal of assets, net (594) 45
Changes in assets and liabilities:    
Accounts receivable 7,005 (2,329)
Inventories (1,459) (6,964)
Prepaid expenses and other current assets (9,586) (628)
Accounts payable and accrued expenses 13,720 1,715
Accrued salaries, wages and benefits (3,156) (1,737)
Deferred revenue 25,875 51,697
Other accrued liabilities (28,349) 5,498
Right of use assets and operating lease obligations 133 128
Other assets and liabilities (2,266) 342
Net cash (used in) provided by operating activities (40,767) 37,688
Cash Flows From Investing Activities:    
Capital expenditures (49,249) (47,937)
Other investing activities   50
Net cash used in investing activities (49,249) (47,887)
Cash Flows From Financing Activities:    
Repayments of long-term debt (3,876) (3,877)
Proceeds from draws on revolving credit facility 272,500 55,000
Repayments of revolving credit facility (10,000) (20,000)
Purchase of treasury stock (12,406)  
Payment of tax withholdings on equity-based compensation through shares withheld (3,160) (3,606)
Exercise of stock options 203 715
Debt issuance costs (234)  
Other financing activities (208) (226)
Net cash provided by financing activities 242,819 28,006
Change in Cash and Cash Equivalents, including Restricted Cash 152,803 17,807
Cash and Cash Equivalents, including Restricted Cash—Beginning of period 40,925 35,007
Cash and Cash Equivalents, including Restricted Cash—End of period 193,728 52,814
Supplemental Disclosure of Noncash Investing and Financing Activities    
Capital expenditures in accounts payable 41,208 49,620
Right-of-use assets obtained in exchange for financing lease obligations $ 208 $ 1,230
v3.20.1
Description of the Business and Basis of Presentation
3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Description of the Business and Basis of Presentation

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

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

Impact of Global COVID-19 Pandemic

In response to the global COVID-19 pandemic, and in compliance with government restrictions, the Company has temporarily closed all of its theme parks, effective March 16, 2020. The Company continues to monitor guidance from federal, state and local authorities to determine when it can reopen its parks.  

The COVID-19 pandemic and resulting park closures has had, and is likely to continue to have, a material impact on the Company’s results from operations.  Federal, state and local governments have taken unprecedented measures to prevent the spread of COVID-19 in the population, including severe restrictions on social gatherings. Since the global COVID-19 pandemic has begun, the Company has taken proactive measures for the safety of its guests, employees and animals, to appropriately manage costs and expenditures, and to provide liquidity in response to the temporary park closures related to COVID-19. Some of these measures included, but are not limited to, (i) increased its revolving credit commitments on March 10th and subsequently borrowed the remaining available amount; (ii) furloughed approximately 95% of its current employees; (iii) reduced executive officers’ base salary by 20% until the theme parks substantially resume normal operations; (iv) eliminated and/or deferred all non-essential operating expenses at both park and corporate; (v) eliminated substantially all advertising and marketing spend; (vi) substantially reduced or deferred all capital expenditures starting in March 2020 (other than minimal essential capital expenditures); (vii) working with its vendors and other business partners to manage, defer, and/or abate certain costs during the disruptions caused by the COVID-19 pandemic; (viii) extended expiration dates on certain pass and other products; (ix) implemented a formal daily review and approval for all payments and cash disbursements;  (x) entered into an amendment to its existing senior secured credit facilities to amend its financial covenants; and (xi) issued first-priority senior secured notes to obtain additional liquidity (see Note 6–Long-Term Debt for details).

Additionally, the Company has established a dedicated team tasked with developing and ultimately executing on a reopening plan.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC.  The unaudited condensed consolidated balance sheet as of December 31, 2019 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K.

In the opinion of management, such unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations for the year ending December 31, 2020 or any future period due to the seasonal nature of the Company’s operations.  Based upon historical results, the Company typically generates its highest revenues in the second and third quarters of each year and incurs a net loss in the first and fourth quarters, in part because seven of its theme parks are only open for a portion of the year.  The results of operations for the three months ended March 31, 2020 were materially impacted by the global COVID-19 pandemic which ultimately led to temporary park closures effective on March 16, 2020.  The timing of these park closures fell during historically high volume spring break weeks for most of the Company’s parks.

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

Use of Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting

periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance, deferred tax assets and liabilities, deferred revenue, equity compensation, the valuation of goodwill and other indefinite-lived intangible assets as well as reviews for potential impairment of assets, including other long-lived assets. Estimates are based on various factors including current and historical trends, as well as other pertinent industry data.  The Company regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes.  Actual results could differ from those estimates. Based on the uncertainty relating the COVID-19 pandemic, including but not limited to the extent and duration of park closures, potential supply chain disruptions and impact on travel and attendance, the Company is not certain of the ultimate impact the COVID-19 pandemic could have on its estimates, business or results of operations for the year ending December 31, 2020.

Segment Reporting

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

Restricted Cash

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

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

192,760

 

 

$

39,946

 

Restricted cash, included in other current assets

 

 

968

 

 

 

979

 

Total cash, cash equivalents and restricted cash

 

$

193,728

 

 

$

40,925

 

Revenue Recognition

Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products.  For single-day tickets, the Company recognizes revenue at a point in time, upon admission to the park.  Annual passes, season passes, or other multi-day or multi-park passes allow guests access to specific parks over a specified time period. For these pass and multi-use products, revenue is deferred and recognized over the terms of the admission product based on estimated redemption rates for similar products and is adjusted periodically. As a result of the temporary park closures due to the global COVID-19 pandemic, the Company has adjusted its estimated redemption patterns to reflect the fact that there is no attendance during the park closures and accordingly the Company is not recognizing revenue from these admission products while the parks are closed. The Company estimates a redemption rate using historical and forecasted growth rates and attendance trends by park for similar products.  The Company is evaluating the estimates and assumptions used in its future estimated redemption rates for products once the parks reopen.  Attendance trends factor in seasonality and are adjusted based on actual trends periodically. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park.  Food, merchandise and other revenue primarily consists of culinary, merchandise and other in-park products and also includes other miscellaneous revenue which is not significant in the periods presented, including revenue related to the Company’s international agreements as discussed below.  The Company recognizes revenue for food, merchandise and other in-park products when the related products or services are received by the guests.  Certain admission products may also include bundled products at the time of purchase, such as culinary or merchandise items.  The Company conducts an analysis of bundled products to identify separate distinct performance obligations that are material in the context of the contract. For those products that are determined to be distinct performance obligations and material in the context of the contract, the Company allocates a portion of the transaction price to each distinct performance obligation using each performance obligation’s standalone price.  If the bundled product is related to a pass product and offered over time, revenue will be recognized over time accordingly.

Deferred revenue primarily includes revenue associated with pass products, admission or in-park products or services with a future intended use date  and contract liability balances related to licensing and international agreements collected in advance of the Company’s performance and expected to be recognized in future periods. As a result of the temporary park closures, the Company has extended some product expiration dates and has estimated a long-term portion of deferred revenue related to these products of approximately $3.6 million, which is reflected in the chart which follows. The Company’s estimate of the long-term portion of deferred revenue related to such products factors in certain judgements and assumptions by park and product type, including, but not limited to, the potential reopening schedules and expected timing of attendance by mix of guests.  

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

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

  

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

133,932

 

 

$

114,416

 

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

 

 

13,552

 

 

 

10,000

 

Deferred revenue, short-term portion

 

$

120,380

 

 

$

104,416

 

 

 

 

 

 

 

 

 

 

International Agreements

The Company has received $10.0 million in deferred revenue recorded in other liabilities related to a nonrefundable payment received from a partner in connection with a project in the Middle East (the “Middle East Project”) to provide certain services pertaining to the planning and design of the Middle East Project, with funding received expected to offset internal expenses.  Approximately $5.3 million and $5.0 million of costs incurred related to the Middle East Project are recorded in other assets in the accompanying unaudited condensed consolidated balance sheet as of March 31, 2020 and December 31, 2019, respectively.  The Company has recognized an asset for the costs incurred to fulfill the contract as the costs are specifically identifiable, enhance resources that will be used to satisfy performance obligations in the future and are expected to be recovered. The related deferred revenue and expense will begin to be recognized when substantially all of the services have been performed. The Company continually monitors performance on the contract and will make adjustments, if necessary. The Middle East Project is subject to various conditions, including, but not limited to, the parties completing the design development and there is no assurance that the Middle East Project will be completed or advance to the next stages.

In March 2017, the Company entered into certain agreements with an affiliate of ZHG Group, to provide design, support and advisory services for various potential projects and grant certain exclusive rights (collectively, the “ZHG Agreements”). In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed. For the three months ended March 31, 2019, the Company recorded approximately $1.7 million which is included in food, merchandise and other revenue in the accompanying unaudited condensed consolidated statements of comprehensive loss related to the ZHG Agreements. See Note 9–Related-Party Transactions for additional disclosures.

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

As of March 31, 2020, the Company determined that due to the temporary park closures effective March 16, 2020 resulting from the global COVID-19 pandemic, a triggering event had occurred that required an interim impairment review for goodwill and other indefinite-lived intangible assets. The Company performed a qualitative impairment analysis which included certain judgements and assumptions related to the impact of the park closures, potential reopening time frames and expected attendance levels upon reopening and determined that, based on the significant excess fair values over carrying values that previously existed, there was no impairment of goodwill and other indefinite-lived intangible assets as of March 31, 2020.  Additionally, using similar assumptions, the Company evaluated certain other long-lived assets, including its right of use assets for impairment and concluded that there was no impairment of other long-lived assets as of March 31, 2020.  

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

v3.20.1
Recent Accounting Pronouncements
3 Months Ended
Mar. 31, 2020
Accounting Changes And Error Corrections [Abstract]  
Recent Accounting Pronouncements

2. RECENT ACCOUNTING PRONOUNCEMENTS

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

Recently Implemented Accounting Standards

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

 

ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), requires the immediate recognition of estimated credit losses expected to occur over the life of financial assets rather than the current incurred loss impairment model that recognizes losses when a probability threshold is met. ASU 2016-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those fiscal years.

During 2019, the Company adopted the following ASU:

 

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

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

 

ASU 2018-09, Codification Improvements

 

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

 

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

 

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

Recently Issued Accounting Standards

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

 

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

 

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

 

v3.20.1
Loss per Share
3 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Loss per Share

3. LOSS PER SHARE

Loss per share is computed as follows:

 

 

 

For the Three Months Ended March 31,

 

 

 

 

2020

 

 

2019

 

 

 

 

Net Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

Net Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

 

 

(In thousands, except per share amounts)

 

 

Basic loss per share

 

$

(56,519

)

 

 

78,213

 

 

$

(0.72

)

 

$

(37,020

)

 

 

83,354

 

 

$

(0.44

)

 

Effect of dilutive incentive-based awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted loss per share

 

$

(56,519

)

 

 

78,213

 

 

$

(0.72

)

 

$

(37,020

)

 

 

83,354

 

 

$

(0.44

)

 

 

In accordance with the Earnings Per Share Topic of the ASC, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period (excluding treasury stock and unvested restricted stock). Shares of unvested restricted stock are eligible to receive dividends; if any, however, dividend rights will be forfeited if the award does not vest.  Accordingly, only vested shares of outstanding 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 loss per share is determined using the treasury stock method based on the dilutive effect of unvested restricted stock and certain shares of common stock that are issuable upon exercise of stock options. There were approximately 1,700,000 and 1,893,000 potentially dilutive shares excluded from the computation of diluted loss per share during the three months ended March 31, 2020 and 2019, respectively, as their effect would have been anti-dilutive due to the Company’s net loss in those periods. Approximately 1,696,000 and 2,295,000 of the Company’s outstanding performance-vesting restricted awards as of March 31, 2020 and 2019, respectively, are considered contingently issuable shares and are excluded from the calculation of diluted loss per share until the performance measure criteria is met as of the end of the reporting period.  

v3.20.1
Income Taxes
3 Months Ended
Mar. 31, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

4. INCOME TAXES

Income tax expense or benefit is recognized based on the Company’s estimated annual effective tax rate which is based upon the tax rate expected for the full calendar year applied to the pretax income or loss of the interim period. The Company’s consolidated effective tax rate for the three months ended March 31, 2020 and 2019 was 26.3% and 29.0%, respectively, and differs from the effective statutory federal income tax rate of 21.0% primarily due to state income taxes, a valuation allowance adjustment on state net operating loss carryforwards, and other permanent items. Due to the uncertainty of realizing the benefit from the deferred tax asset recorded for certain state net operating loss carryforwards, the Company has recorded a valuation allowance of approximately $6.7 million and $5.2 million, net of federal tax benefit, on the deferred tax assets related to those state net operating losses as of March 31, 2020 and December 31, 2019, respectively.

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

v3.20.1
Other Accrued Liabilities
3 Months Ended
Mar. 31, 2020
Payables And Accruals [Abstract]  
Other Accrued Liabilities

5. OTHER ACCRUED LIABILITIES

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

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Self-insurance reserve

 

$

7,488

 

 

$

7,488

 

Accrued property taxes

 

 

2,796

 

 

 

1,189

 

Accrued interest

 

 

1,387

 

 

 

573

 

Accrued legal settlements

 

 

 

 

 

65,000

 

Other

 

 

8,954

 

 

 

7,591

 

Total other accrued liabilities

 

$

20,625

 

 

$

81,841

 

 

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

v3.20.1
Long-Term Debt
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Long-Term Debt

6. LONG-TERM DEBT

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

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Term B-5 Loans (effective interest rate of 3.99% and 4.80% at

   March 31, 2020 and December 31, 2019, respectively)

 

$

1,504,007

 

 

$

1,507,883

 

Revolving Credit Facility (effective interest rate of 3.72% and

   4.35% at March 31, 2020 and December 31, 2019, respectively)

 

 

312,500

 

 

 

50,000

 

Total long-term debt

 

 

1,816,507

 

 

 

1,557,883

 

Less discounts and debt issuance costs

 

 

(10,111

)

 

 

(9,759

)

Less current maturities

 

 

(15,505

)

 

 

(65,505

)

Total long-term debt, net

 

$

1,790,891

 

 

$

1,482,619

 

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

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

Senior Secured Credit Facilities

As of March 31, 2020, the Senior Secured Credit Facilities consisted of $1.504 billion in Term B-5 Loans which will mature on March 31, 2024 and a $332.5 million revolving credit facility (the “Revolving Credit Facility”), which will mature on October 31, 2023. The outstanding balance on the Revolving Credit Facility as of March 31, 2020 was included in long-term debt and as of December 31, 2019 was included in current maturities of long-term debt in the accompanying unaudited condensed consolidated balance sheets due to the Company’s intent at that time to repay the borrowings. 

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

As of March 31, 2020, SEA had approximately $19.9 million of outstanding letters of credit and $312.5 million outstanding on its Revolving Credit Facility leaving no remaining amount available for borrowing under the Revolving Credit Facility.

Senior Secured Notes

On April 30, 2020, SEA closed on a private offering of $227.5 million aggregate principal amount of 8.750% first-priority senior secured notes due 2025 (the “Senior Notes”).  Net of expenses related to the offering of the Senior Notes and the Amendment No. 11 to the Credit Agreement, the Company expects to use the proceeds from the issuance of the Senior Notes for working capital and other general corporate purposes.

The Senior Notes mature on May 1, 2025 and have interest payment dates of May 1 and November 1 with the first interest payment due on November 1, 2020.  On or after May 1, 2022, SEA may redeem the Senior Notes at its option, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on May 1 of the years as follows: (i) in 2022 at 104.375%; (ii) in 2023 at 102.188%; and (iii) in 2024 and thereafter at 100%. Until July 29, 2020, SEA may redeem in the aggregate up to 40% of the original aggregate principal amount of the Senior Notes with amounts equal to the net cash proceeds of any loans received pursuant to a Regulatory Debt Facility at a redemption price (expressed as a percentage of principal amount thereof) of 104.375%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. SEA may also redeem in the aggregate (at a redemption price expressed as a percentage of principal amount thereof): (i) 100% of the Senior Notes after certain events constituting a change of control at a redemption price of 101%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date and (ii) up to 40% of the original aggregate principal amount of the Senior Notes with amounts equal to the net cash proceeds of certain equity offerings at a redemption price  of 108.375%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

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

Restrictive Covenants

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

The Revolving Credit Facility requires that the Company comply with a springing maximum first lien secured leverage ratio of 6.25x to be tested as of the last day of any fiscal quarter, solely to the extent that on such date the aggregate amount of funded loans and letters of credit (excluding undrawn letters of credit in an amount not to exceed $30.0 million and cash collateralized letters of credit) under the Revolving Credit Facility exceeds an amount equal to 35% of the then outstanding commitments under the Revolving Credit Facility. Pursuant to Amendment No. 11, among other terms, SEA will be exempt from complying with its first lien secured leverage ratio covenant for each of the second, third and fourth quarters of 2020, after which SEA will be required to comply with such covenants starting at the first quarter of 2021. For purposes of calculating compliance with such covenant, unless a Triggering Event occurs (as defined in Amendment No. 11),  beginning with the first quarter of 2021, to the extent trailing Adjusted EBITDA (as defined in Amendment No. 11) for the second, third or fourth quarters of 2020 would have otherwise been included in the calculation of such covenant, in lieu of using actual Adjusted EBITDA for such periods, Adjusted EBITDA for such applicable periods will be deemed to be actual Adjusted EBITDA for the corresponding quarter of 2019.  In addition, SEA will be required to comply with a quarterly minimum liquidity test (defined as unrestricted cash and cash equivalents and available commitments under the Revolving Credit Facility) of not less than $75.0 million until the earlier of September 30, 2021 or the date on which the Company elects to use the actual Adjusted EBITDA for purposes of calculating its financial maintenance covenant. SEA will also be restricted from paying certain dividends or making other restricted payments through the third quarter of 2021 unless certain conditions are met.

As of March 31, 2020, the total net leverage ratio as calculated under the Senior Secured Credit Facilities was 3.89 to 1.00.

Long-term debt at March 31, 2020 is repayable as follows and does not include the impact of the Senior Notes which were issued subsequent to March 31, 2020, or the impact of any future voluntary prepayments. The outstanding balance under the Revolving Credit Facility is included below based on the Company’s current intent to repay the borrowings and is subject to change:

 

Years Ending December 31,

 

(In thousands)

 

Remainder of 2020

 

$

11,629

 

2021

 

 

328,005

 

2022

 

 

15,505

 

2023

 

 

15,505

 

Thereafter

 

 

1,445,863

 

Total

 

$

1,816,507

 

Interest Rate Swap Agreements

As of March 31, 2020, the Company has five interest rate swap agreements (the “Interest Rate Swap Agreements”) which effectively fix the interest rate on the LIBOR-indexed interest payments associated with $1.0 billion of SEA’s outstanding long-term debt. The Interest Rate Swap Agreements became effective on September 30, 2016; have a total notional amount of $1.0 billion; mature on May 14, 2020; require the Company to pay a weighted-average fixed rate of 2.45% per annum; provide that the Company receives a variable rate of interest based upon the greater of 0.75% or the BBA LIBOR; and have interest settlement dates occurring on the last day of March, June, September and December through maturity.

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

Cash paid for interest relating to the Senior Secured Credit Facilities and the Interest Rate Swap Agreements, net of amounts capitalized, as applicable, was $18.3 million and $20.1 million in the three months ended March 31, 2020 and 2019, respectively.

v3.20.1
Derivative Instruments and Hedging Activities
3 Months Ended
Mar. 31, 2020
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Derivative Instruments and Hedging Activities

7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

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

As of March 31, 2020 and December 31, 2019, the Company did not have any derivatives outstanding that were not designated in hedge accounting relationships.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. During the three months ended March 31, 2020 and 2019, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

As of March 31, 2020, the Company has five Interest Rate Swap Agreements, which effectively fix the interest rate on LIBOR-indexed interest payments associated with $1.0 billion of SEA’s outstanding long-term debt until the swaps mature on May 14, 2020.  

The interest rate swap agreements are designated as cash flow hedges of interest rate risk.  The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Through the expiration date of May 14, 2020, the Company estimates that an additional $1.2 million will be reclassified as an increase to interest expense.

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

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the unaudited condensed consolidated balance sheets as of March 31, 2020 and December 31, 2019:

 

 

  

 

Liability Derivatives

 

 

Liability Derivatives

 

 

 

As of March 31, 2020

 

 

As of December 31, 2019

 

 

 

Balance Sheet

Location

 

Fair Value

 

 

Balance Sheet

Location

 

Fair Value

 

Derivatives designated as hedging instruments:

 

(In thousands)

 

Interest rate swap agreements

 

Other liabilities

 

$

1,198

 

 

Other liabilities

 

$

2,156

 

Total derivatives designated as hedging instruments

 

 

 

$

1,198

 

 

 

 

$

2,156

 

 

Tabular Disclosure of the Effect of Derivative Instruments on the Statements of Comprehensive Loss

The table below presents the pretax effect of the Company’s derivative financial instruments in the unaudited condensed consolidated statements of comprehensive loss for the three months ended March 31, 2020 and 2019:

 

 

 

Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

Derivatives in Cash Flow Hedging Relationships:

 

(In thousands)

 

Loss recognized in accumulated other comprehensive loss

 

$

(344

)

 

$

(1,953

)

Gain (loss) reclassified from accumulated other comprehensive loss to interest expense

 

$

1,302

 

 

$

(855

)

 

Credit Risk-Related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. As of March 31, 2020, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $1.2 million. As of March 31, 2020, the Company has posted no collateral related to these agreements. If the Company had breached any of these provisions at March 31, 2020, it could have been required to settle its obligations under the agreements at their termination value of $1.2 million.

Changes in Accumulated Other Comprehensive Loss

The following table reflects the changes in accumulated other comprehensive loss for the three months ended March 31, 2020, net of tax: 

Accumulated other comprehensive loss (In thousands):

 

 

 

 

 

(Losses) Gains on

Cash Flow Hedges

 

Accumulated other comprehensive loss at December 31, 2019

 

 

 

 

 

$

(1,559

)

Other comprehensive loss before reclassifications

 

 

(253

)

 

 

 

 

Amounts reclassified from accumulated other comprehensive loss to interest expense

 

 

957

 

 

 

 

 

Unrealized gain on derivatives, net of tax

 

 

 

 

 

 

704

 

Accumulated other comprehensive loss at March 31, 2020

 

 

 

 

 

$

(855

)

v3.20.1
Fair Value Measurements
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements

8. FAIR VALUE MEASUREMENTS

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

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

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

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

The Company has determined that the majority of the inputs used to value its derivative financial instruments using the income approach fall within Level 2 of the fair value hierarchy. The Company uses readily available market data to value its derivatives, such as interest rate curves and discount factors. ASC 820, Fair Value Measurement also requires consideration of credit risk in the valuation. The Company uses a potential future exposure model to estimate this credit valuation adjustment (“CVA”). The inputs to the CVA are largely based on observable market data, with the exception of certain assumptions regarding credit worthiness which make the CVA a Level 3 input. Based on the magnitude of the CVA, it is not considered a significant input and the derivatives are classified as Level 2. Of the Company’s long-term obligations, the Term B-5 Loans are classified in Level 2 of the fair value hierarchy as of March 31, 2020 and December 31, 2019. The fair value of the term loans as of March 31, 2020 and December 31, 2019 approximate their carrying value, excluding unamortized debt issuance costs and discounts, due in part to the variable nature of the underlying interest rates and the frequent intervals at which such interest rates are reset.

The Company did not have any assets measured on a recurring basis at fair value at March 31, 2020. The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of March 31, 2020.  

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active Markets

 

 

Significant

 

 

 

 

 

 

 

 

 

 

for Identical

 

 

Other

 

 

Significant

 

 

 

 

 

 

Assets and

 

 

Observable

 

 

Unobservable

 

 

Balance at

 

 

Liabilities

 

 

Inputs

 

 

Inputs

 

 

March 31,

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

2020

 

Liabilities:

(In thousands)

 

Derivative financial instruments (a)

$

 

 

$

1,198

 

 

$

 

 

$

1,198

 

Long-term obligations (b)

$

 

 

$

1,816,507

 

 

$

 

 

$

1,816,507

 

(a)

Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $1.2 million as of March 31, 2020.

(b)

Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $15.5 million and long-term debt of $1.791 billion as of March 31, 2020.

The Company did not have any assets measured on a recurring basis at fair value at December 31, 2019. The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of December 31, 2019:

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active Markets

 

 

Significant

 

 

 

 

 

 

 

 

 

 

for Identical

 

 

Other

 

 

Significant

 

 

 

 

 

 

Assets and

 

 

Observable

 

 

Unobservable

 

 

Balance at

 

 

Liabilities

 

 

Inputs

 

 

Inputs

 

 

December 31,

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

2019

 

Liabilities:

(In thousands)

 

Derivative financial instruments (a)

$

 

 

$

2,156

 

 

$

 

 

$

2,156

 

Long-term obligations (b)

$

 

 

$

1,557,883

 

 

$

 

 

$

1,557,883

 

(a)

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

(b)

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

v3.20.1
Related-Party Transactions
3 Months Ended
Mar. 31, 2020
Related Party Transactions [Abstract]  
Related-Party Transactions

9. RELATED-PARTY TRANSACTIONS

In March 2017, the Company entered into the ZHG Agreements with Zhonghong Holding, an affiliate of Zhonghong Zhuoye Group Co., Ltd., who at the time owned approximately 21% of the outstanding shares of the Company.  In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed. See Note 1–Description of Business and Basis of Presentation for further details including amounts recorded as revenue in the three months ended March 31, 2019 related to the ZHG Agreements.   

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

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

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

See Note 12Stockholder’s Equity for further details.

v3.20.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2020
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

10. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Securities Class Action Lawsuits

On September 9, 2014, a purported stockholder class action lawsuit consisting of purchasers of the Company’s common stock during the periods between April 18, 2013 to August 13, 2014, captioned Baker v. SeaWorld Entertainment, Inc., et al., Case No. 14-CV-02129-MMA (KSC), was filed in the U.S. District Court for the Southern District of California against the Company, the Chairman of the Company’s Board, certain of its executive officers and Blackstone.  On February 17, 2015, Court-appointed Lead Plaintiffs, Pensionskassen For Børne- Og Ungdomspædagoger and Arkansas Public Employees Retirement System, together with additional plaintiffs, Oklahoma City Employee Retirement System and Pembroke Pines Firefighters and Police Officers Pension Fund (collectively, “Plaintiffs”), filed an amended complaint against the Company, the Chairman of the Company’s Board, certain of its directors, certain of its executive officers, Blackstone, and underwriters of the initial public offering and secondary public offerings.  The amended complaint alleges, among other things, that the prospectus and registration statements filed contained materially false and misleading information in violation of the federal securities laws and seeks unspecified compensatory damages and other relief.  Plaintiffs contend that defendants knew or were reckless in not knowing that the film Blackfish was impacting SeaWorld’s business at the time of each public statement. On May 31, 2016, Plaintiffs filed a second amended consolidated class action complaint, which, among other things, no longer names the Company’s Board or underwriters as defendants.

On February 11, 2020, the Company announced that it had entered into a settlement agreement relating to this case. The proposed settlement, which is subject to certain conditions, including court approval, requires the Company to pay $65.0 million for claims alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as the costs of administration and legal fees and expenses. The proposed settlement does not include or constitute an admission, concession, or finding of any fault, liability, or wrongdoing by the Company or any defendant. There can be no assurance that the proposed settlement agreement will be approved by the court. The fairness hearing for court approval of the settlement is currently scheduled for July 22, 2020. During the year ended December 31, 2019, the Company recorded $32.1 million of legal settlement charges, net of insurance recoveries, related to this case, which was paid during the three months ended March 31, 2020.

On June 14, 2018, a lawsuit captioned Highfields Capital I LP et al v. SeaWorld Entertainment, Inc. et al, Case No. 3:18-cv-01276-L-BLM, was filed in the United States District Court in the Southern District of California against the Company and certain of the Company’s former and present executive officers (collectively, the “Defendants”).  The plaintiffs, which are investment funds managed by a common adviser (collectively, the “Plaintiffs”) allege, among other things, that the Defendants made false and misleading statements in violation of the federal securities laws and Florida common law, regarding the impact of the film Blackfish on SeaWorld’s business.  The complaint further alleges that such statements were made to induce Plaintiffs to purchase common stock of the Company at artificially-inflated prices and that Plaintiffs suffered investment losses as a result.  The Plaintiffs are seeking unspecified compensatory damages and other relief.  On October 19, 2018, Defendants moved for partial dismissal of the complaint.  On February 7, 2019, the Court granted Defendants’ motion and dismissed Plaintiffs’ Florida state law claims as well as federal securities law claims based on the Company’s second quarter 2013 earnings statements.  On May 1, 2019, Defendants filed their answer to Plaintiffs’ complaint.  On July 1, 2019, the parties filed a joint motion for a stay of all proceedings in the case pending the resolution of the motion for summary judgment filed by Defendants in the related securities class action captioned Baker v. SeaWorld Entertainment, Inc., et al. described above.  The Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously; however, there can be no assurance regarding the ultimate outcome of this lawsuit. 

Shareholder Derivative Lawsuit

On December 8, 2014, a putative derivative lawsuit captioned Kistenmacher v. Atchison, et al., Civil Action No. 10437, was filed in the Court of Chancery of the State of Delaware against, among others, the Chairman of the Company’s Board, certain of the Company’s executive officers, directors and shareholders, and Blackstone.  The Company is a “Nominal Defendant” in the lawsuit.

On March 30, 2015, the plaintiff filed an amended complaint against the same set of defendants.  The amended complaint alleges, among other things, that the defendants breached their fiduciary duties, aided and abetted breaches of fiduciary duties, violated Florida Blue Sky laws and were unjustly enriched by (i) including materially false and misleading information in the prospectus and registration statements; and (ii) causing the Company to repurchase certain shares of its common stock from certain shareholders at an alleged artificially inflated price.  The Company does not maintain any direct exposure to loss in connection with this shareholder derivative lawsuit as the lawsuit does not assert any claims against the Company. The Company’s status as a “Nominal Defendant” in the action reflects the fact that the lawsuit is maintained by the named plaintiff on behalf of the Company and that the plaintiff seeks damages on the Company’s behalf.

On February 11, 2020, the Company announced that it had entered into a binding agreement for the settlement of this case. Pursuant to the agreement, the Company received $12.5 million of insurance proceeds from its insurers which can be used for general corporate purposes and will adopt certain corporate governance modifications. The final settlement of the matter remains subject to a formal agreement and court approval. There can be no assurance that the final settlement agreement will be executed or that such agreement will be approved by the court. During the three months ended March 31, 2020, the Company recorded a legal settlement gain of $12.5 million related to insurance proceeds received in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of comprehensive loss.

Consumer Lawsuit

On April 13, 2015, a purported class action was filed in the Superior Court of the State of California for the City and County of San Francisco against SeaWorld Parks & Entertainment, Inc., captioned Marc Anderson, et. al., v. SeaWorld Parks & Entertainment, Inc. Civil Case No. 15-cv-02172-JSW, (the “Anderson Matter”).  The putative class consisted of all consumers within California who, within the past four years, purchased tickets to SeaWorld San Diego.  The complaint (as amended) alleges causes of action under the California False Advertising Law, California Unfair Competition Law and California CLRA.  Plaintiffs’ claims are based on their allegations that the Company misrepresented the physical living conditions and care and treatment of its killer whales, resulting in confusion or misunderstanding among ticket and orca plush purchasers with intent to deceive and mislead the plaintiffs and purported class members.  The complaint seeks restitution, equitable relief, attorneys’ fees and costs.  Based on plaintiffs’ definition of the class, the amount in controversy could have exceeded $5.0 million assuming the class became certified.  The liability exposure is speculative though.  On May 14, 2015, the Company removed the case to the United States District Court for the Northern District of California.

The Company filed a motion for summary judgment on October 30, 2017 which the Court granted in part and denied in part.  On May 23, 2018, the plaintiffs represented to the Court that they would not be filing a motion for class certification.  The case is no longer a class action.  It continues to be prosecuted by the plaintiffs for individual restitution in a nominal amount and injunctive relief.

The Court bifurcated the trial of the case into two phases: the plaintiffs’ standing to sue and the merits of their claims.  Just before the first phase of the trial, plaintiff Anderson dismissed all claims against the Company.  The standing trial with regard to the remaining plaintiffs took place March 9, 2020 through March 11, 2020 and the parties are awaiting a ruling from the court.  The Court has vacated the dates for the trial on the merits which was previously scheduled for April 27, 2020.  If the Court rules that the remaining plaintiffs have no standing to sue, judgment will be entered in favor of the Company.  If the Court rules they have standing, the case will proceed with the second phase of the trial.  The Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously; however, there can be no assurance regarding the ultimate outcome of this lawsuit.

Other Matters

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

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

License Commitments

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

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

v3.20.1
Equity-Based Compensation
3 Months Ended
Mar. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-Based Compensation

11. EQUITY-BASED COMPENSATION

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

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

 

 

For the Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Equity compensation included in operating expenses

 

$

(1,751

)

 

$

1,357

 

Equity compensation included in selling, general and administrative expenses

 

 

(1,850

)

 

 

1,841

 

Total equity compensation expense

 

$

(3,601

)

 

$

3,198

 

 

The credit in equity compensation expense for the three months ended March 31, 2020 primarily relates to certain performance vesting restricted units which are no longer considered probable of vesting and also includes the reversal of expense related to outstanding unvested equity awards previously held by the Company’s former chief executive officer which were forfeited in connection with his departure.  See Long-term Incentive Performance Restricted Awards section which follows for further details.

Omnibus Incentive Plan

The Company has reserved 15.0 million shares of common stock for issuance under its Omnibus Incentive Plan (the “Omnibus Incentive Plan”), of which approximately 8.75 million shares are available for future issuance as of March 31, 2020. The Company has outstanding time restricted awards, performance restricted awards and incentive stock options.  

On April 12, 2020, in connection with a review of compensation matters, the Compensation Committee of the Board of Directors (the “Board”), approved  a grant of approximately 1.17 million restricted stock units designed to recognize certain employees for their contributions and continued expected contributions to the Company and its long term goals during the global COVID-19 pandemic. The restricted stock units will vest 50% on each of the first two anniversaries of the grant date, subject to the recipient’s continued employment on each such vesting date.

Bonus Performance Restricted Units  

The Company had an annual bonus plan for the fiscal year ended December 31, 2019 (“Fiscal 2019”), under which certain employees were eligible to vest in performance vesting restricted units (the “Bonus Performance Restricted Units”) based upon the Company’s achievement of certain performance goals with respect to Fiscal 2019.  Separately, certain equity awards granted in October 2019 (the “Supplemental Grant”) were also eligible to vest based on achievement of specific performance goals with respect to Fiscal 2019.  Based on the Company’s actual Fiscal 2019 results, a portion of these Bonus Performance Restricted Units and the Supplemental Grant vested in the three months ended March 31, 2020 in accordance with their terms.  The Company has not yet approved an annual bonus plan for fiscal year ended December 31, 2020 (“Fiscal 2020”).

Long-term Incentive Performance Restricted Awards

During the three months ended March 31, 2020, a portion of previously granted long-term incentive performance restricted awards related to completed performance periods vested.  The remaining outstanding long-term incentive performance restricted awards related to future performance periods are eligible to vest based upon the Company’s achievement of pre-established performance goals for the respective performance period, as defined. 

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

The Company recognizes equity compensation expense for its performance-vesting restricted awards ratably over the related performance period, if the performance condition is probable of being achieved.  Based on the Company’s progress towards its respective performance goals, a portion of its performance-vesting restricted awards were no longer considered probable of vesting as of March 31, 2020; therefore, equity compensation expense was adjusted accordingly.  If the probability of vesting related to these awards changes in a subsequent period, all equity compensation expense related to those awards that would have been recorded over the requisite service period had the awards been considered probable at the new percentage from inception, will be recorded as a cumulative catch-up at such subsequent date.  

v3.20.1
Stockholders' Equity
3 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Stockholders' Equity

12. STOCKHOLDERS’ EQUITY

As of March 31, 2020, 94,345,017 shares of common stock were issued in the accompanying unaudited condensed consolidated balance sheet, which excludes 126,595 unvested shares of common stock and 2,105,564 unvested restricted stock units held by certain participants in the Company’s equity compensation plans (see Note 11–Equity-Based Compensation) and includes 16,260,248 shares of treasury stock held by the Company.

Share Repurchase Program

The Board had previously authorized a share repurchase program of up to $250.0 million of the Company’s common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. During the three months ended March 31, 2020, prior to the COVID-19 temporary park closures, the Company completed a share repurchase of 469,785 shares for an aggregate total of approximately $12.4 million, leaving approximately $237.6 million available under the Share Repurchase Program as of March 31, 2020. In connection with Amendment No. 11 to our Credit Agreement, the Company is restricted from paying any dividends or making restricted payments, including share repurchases, through the third quarter of 2021 unless certain conditions are met (see Note 6–Long-Term Debt).  

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

v3.20.1
Description of the Business and Basis of Presentation (Policies)
3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Description of the Business

Description of the Business

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

Impact of Global COVID-19 Pandemic

Impact of Global COVID-19 Pandemic

In response to the global COVID-19 pandemic, and in compliance with government restrictions, the Company has temporarily closed all of its theme parks, effective March 16, 2020. The Company continues to monitor guidance from federal, state and local authorities to determine when it can reopen its parks.  

The COVID-19 pandemic and resulting park closures has had, and is likely to continue to have, a material impact on the Company’s results from operations.  Federal, state and local governments have taken unprecedented measures to prevent the spread of COVID-19 in the population, including severe restrictions on social gatherings. Since the global COVID-19 pandemic has begun, the Company has taken proactive measures for the safety of its guests, employees and animals, to appropriately manage costs and expenditures, and to provide liquidity in response to the temporary park closures related to COVID-19. Some of these measures included, but are not limited to, (i) increased its revolving credit commitments on March 10th and subsequently borrowed the remaining available amount; (ii) furloughed approximately 95% of its current employees; (iii) reduced executive officers’ base salary by 20% until the theme parks substantially resume normal operations; (iv) eliminated and/or deferred all non-essential operating expenses at both park and corporate; (v) eliminated substantially all advertising and marketing spend; (vi) substantially reduced or deferred all capital expenditures starting in March 2020 (other than minimal essential capital expenditures); (vii) working with its vendors and other business partners to manage, defer, and/or abate certain costs during the disruptions caused by the COVID-19 pandemic; (viii) extended expiration dates on certain pass and other products; (ix) implemented a formal daily review and approval for all payments and cash disbursements;  (x) entered into an amendment to its existing senior secured credit facilities to amend its financial covenants; and (xi) issued first-priority senior secured notes to obtain additional liquidity (see Note 6–Long-Term Debt for details).

Additionally, the Company has established a dedicated team tasked with developing and ultimately executing on a reopening plan.

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC.  The unaudited condensed consolidated balance sheet as of December 31, 2019 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K.

In the opinion of management, such unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations for the year ending December 31, 2020 or any future period due to the seasonal nature of the Company’s operations.  Based upon historical results, the Company typically generates its highest revenues in the second and third quarters of each year and incurs a net loss in the first and fourth quarters, in part because seven of its theme parks are only open for a portion of the year.  The results of operations for the three months ended March 31, 2020 were materially impacted by the global COVID-19 pandemic which ultimately led to temporary park closures effective on March 16, 2020.  The timing of these park closures fell during historically high volume spring break weeks for most of the Company’s parks.

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

Use of Estimates

Use of Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting

periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance, deferred tax assets and liabilities, deferred revenue, equity compensation, the valuation of goodwill and other indefinite-lived intangible assets as well as reviews for potential impairment of assets, including other long-lived assets. Estimates are based on various factors including current and historical trends, as well as other pertinent industry data.  The Company regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes.  Actual results could differ from those estimates. Based on the uncertainty relating the COVID-19 pandemic, including but not limited to the extent and duration of park closures, potential supply chain disruptions and impact on travel and attendance, the Company is not certain of the ultimate impact the COVID-19 pandemic could have on its estimates, business or results of operations for the year ending December 31, 2020.

Segment Reporting

Segment Reporting

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

Restricted Cash

Restricted Cash

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

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

192,760

 

 

$

39,946

 

Restricted cash, included in other current assets

 

 

968

 

 

 

979

 

Total cash, cash equivalents and restricted cash

 

$

193,728

 

 

$

40,925

 

Revenue Recognition

Revenue Recognition

Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products.  For single-day tickets, the Company recognizes revenue at a point in time, upon admission to the park.  Annual passes, season passes, or other multi-day or multi-park passes allow guests access to specific parks over a specified time period. For these pass and multi-use products, revenue is deferred and recognized over the terms of the admission product based on estimated redemption rates for similar products and is adjusted periodically. As a result of the temporary park closures due to the global COVID-19 pandemic, the Company has adjusted its estimated redemption patterns to reflect the fact that there is no attendance during the park closures and accordingly the Company is not recognizing revenue from these admission products while the parks are closed. The Company estimates a redemption rate using historical and forecasted growth rates and attendance trends by park for similar products.  The Company is evaluating the estimates and assumptions used in its future estimated redemption rates for products once the parks reopen.  Attendance trends factor in seasonality and are adjusted based on actual trends periodically. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park.  Food, merchandise and other revenue primarily consists of culinary, merchandise and other in-park products and also includes other miscellaneous revenue which is not significant in the periods presented, including revenue related to the Company’s international agreements as discussed below.  The Company recognizes revenue for food, merchandise and other in-park products when the related products or services are received by the guests.  Certain admission products may also include bundled products at the time of purchase, such as culinary or merchandise items.  The Company conducts an analysis of bundled products to identify separate distinct performance obligations that are material in the context of the contract. For those products that are determined to be distinct performance obligations and material in the context of the contract, the Company allocates a portion of the transaction price to each distinct performance obligation using each performance obligation’s standalone price.  If the bundled product is related to a pass product and offered over time, revenue will be recognized over time accordingly.

Deferred revenue primarily includes revenue associated with pass products, admission or in-park products or services with a future intended use date  and contract liability balances related to licensing and international agreements collected in advance of the Company’s performance and expected to be recognized in future periods. As a result of the temporary park closures, the Company has extended some product expiration dates and has estimated a long-term portion of deferred revenue related to these products of approximately $3.6 million, which is reflected in the chart which follows. The Company’s estimate of the long-term portion of deferred revenue related to such products factors in certain judgements and assumptions by park and product type, including, but not limited to, the potential reopening schedules and expected timing of attendance by mix of guests.  

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

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

  

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

133,932

 

 

$

114,416

 

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

 

 

13,552

 

 

 

10,000

 

Deferred revenue, short-term portion

 

$

120,380

 

 

$

104,416

 

 

 

 

 

 

 

 

 

 

International Agreements

The Company has received $10.0 million in deferred revenue recorded in other liabilities related to a nonrefundable payment received from a partner in connection with a project in the Middle East (the “Middle East Project”) to provide certain services pertaining to the planning and design of the Middle East Project, with funding received expected to offset internal expenses.  Approximately $5.3 million and $5.0 million of costs incurred related to the Middle East Project are recorded in other assets in the accompanying unaudited condensed consolidated balance sheet as of March 31, 2020 and December 31, 2019, respectively.  The Company has recognized an asset for the costs incurred to fulfill the contract as the costs are specifically identifiable, enhance resources that will be used to satisfy performance obligations in the future and are expected to be recovered. The related deferred revenue and expense will begin to be recognized when substantially all of the services have been performed. The Company continually monitors performance on the contract and will make adjustments, if necessary. The Middle East Project is subject to various conditions, including, but not limited to, the parties completing the design development and there is no assurance that the Middle East Project will be completed or advance to the next stages.

In March 2017, the Company entered into certain agreements with an affiliate of ZHG Group, to provide design, support and advisory services for various potential projects and grant certain exclusive rights (collectively, the “ZHG Agreements”). In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed. For the three months ended March 31, 2019, the Company recorded approximately $1.7 million which is included in food, merchandise and other revenue in the accompanying unaudited condensed consolidated statements of comprehensive loss related to the ZHG Agreements. See Note 9–Related-Party Transactions for additional disclosures.

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

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

As of March 31, 2020, the Company determined that due to the temporary park closures effective March 16, 2020 resulting from the global COVID-19 pandemic, a triggering event had occurred that required an interim impairment review for goodwill and other indefinite-lived intangible assets. The Company performed a qualitative impairment analysis which included certain judgements and assumptions related to the impact of the park closures, potential reopening time frames and expected attendance levels upon reopening and determined that, based on the significant excess fair values over carrying values that previously existed, there was no impairment of goodwill and other indefinite-lived intangible assets as of March 31, 2020.  Additionally, using similar assumptions, the Company evaluated certain other long-lived assets, including its right of use assets for impairment and concluded that there was no impairment of other long-lived assets as of March 31, 2020.  

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

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

Recently Implemented Accounting Standards

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

 

ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), requires the immediate recognition of estimated credit losses expected to occur over the life of financial assets rather than the current incurred loss impairment model that recognizes losses when a probability threshold is met. ASU 2016-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those fiscal years.

During 2019, the Company adopted the following ASU:

 

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

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

 

ASU 2018-09, Codification Improvements

 

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

 

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

 

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

Recently Issued Accounting Standards

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

 

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

 

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

 

v3.20.1
Description of the Business and Basis of Presentation (Tables)
3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Schedule Of Cash Cash Equivalents And Restricted Cash

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

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

192,760

 

 

$

39,946

 

Restricted cash, included in other current assets

 

 

968

 

 

 

979

 

Total cash, cash equivalents and restricted cash

 

$

193,728

 

 

$

40,925

 

Deferred Revenue Balances The following table reflects the Company’s deferred revenue balance as of March 31, 2020 and December 31, 2019:

  

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

133,932

 

 

$

114,416

 

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

 

 

13,552

 

 

 

10,000

 

Deferred revenue, short-term portion

 

$

120,380

 

 

$

104,416

 

 

 

 

 

 

 

 

 

 

v3.20.1
Loss per Share (Tables)
3 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Schedule of Loss per Share

Loss per share is computed as follows:

 

 

 

For the Three Months Ended March 31,

 

 

 

 

2020

 

 

2019

 

 

 

 

Net Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

Net Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

 

 

(In thousands, except per share amounts)

 

 

Basic loss per share

 

$

(56,519

)

 

 

78,213

 

 

$

(0.72

)

 

$

(37,020

)

 

 

83,354

 

 

$

(0.44

)

 

Effect of dilutive incentive-based awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted loss per share

 

$

(56,519

)

 

 

78,213

 

 

$

(0.72

)

 

$

(37,020

)

 

 

83,354

 

 

$

(0.44

)

 

v3.20.1
Other Accrued Liabilities (Tables)
3 Months Ended
Mar. 31, 2020
Payables And Accruals [Abstract]  
Schedule of Other Accrued Liabilities

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

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Self-insurance reserve

 

$

7,488

 

 

$

7,488

 

Accrued property taxes

 

 

2,796

 

 

 

1,189

 

Accrued interest

 

 

1,387

 

 

 

573

 

Accrued legal settlements

 

 

 

 

 

65,000

 

Other

 

 

8,954

 

 

 

7,591

 

Total other accrued liabilities

 

$

20,625

 

 

$

81,841

 

v3.20.1
Long-Term Debt (Tables)
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Summary of Long-Term Debt, Net

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

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Term B-5 Loans (effective interest rate of 3.99% and 4.80% at

   March 31, 2020 and December 31, 2019, respectively)

 

$

1,504,007

 

 

$

1,507,883

 

Revolving Credit Facility (effective interest rate of 3.72% and

   4.35% at March 31, 2020 and December 31, 2019, respectively)

 

 

312,500

 

 

 

50,000

 

Total long-term debt

 

 

1,816,507

 

 

 

1,557,883

 

Less discounts and debt issuance costs

 

 

(10,111

)

 

 

(9,759

)

Less current maturities

 

 

(15,505

)

 

 

(65,505

)

Total long-term debt, net

 

$

1,790,891

 

 

$

1,482,619

 

Summary of Long-Term Debt Repayable

Long-term debt at March 31, 2020 is repayable as follows and does not include the impact of the Senior Notes which were issued subsequent to March 31, 2020, or the impact of any future voluntary prepayments. The outstanding balance under the Revolving Credit Facility is included below based on the Company’s current intent to repay the borrowings and is subject to change:

 

Years Ending December 31,

 

(In thousands)

 

Remainder of 2020

 

$

11,629

 

2021

 

 

328,005

 

2022

 

 

15,505

 

2023

 

 

15,505

 

Thereafter

 

 

1,445,863

 

Total

 

$

1,816,507

 

v3.20.1
Derivative Instruments and Hedging Activities (Tables)
3 Months Ended
Mar. 31, 2019
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Fair Value of Company's Derivative Financial Instruments Classification on Unaudited Condensed Consolidated Balance Sheets

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

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the unaudited condensed consolidated balance sheets as of March 31, 2020 and December 31, 2019:

 

 

  

 

Liability Derivatives

 

 

Liability Derivatives

 

 

 

As of March 31, 2020

 

 

As of December 31, 2019

 

 

 

Balance Sheet

Location

 

Fair Value

 

 

Balance Sheet

Location

 

Fair Value

 

Derivatives designated as hedging instruments:

 

(In thousands)

 

Interest rate swap agreements

 

Other liabilities

 

$

1,198

 

 

Other liabilities

 

$

2,156

 

Total derivatives designated as hedging instruments

 

 

 

$

1,198

 

 

 

 

$

2,156

 

Schedule of Pre-tax Effect of Derivative Financial Instruments in Unaudited Condensed Consolidated Statements of Comprehensive Loss

Tabular Disclosure of the Effect of Derivative Instruments on the Statements of Comprehensive Loss

The table below presents the pretax effect of the Company’s derivative financial instruments in the unaudited condensed consolidated statements of comprehensive loss for the three months ended March 31, 2020 and 2019:

 

 

 

Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

Derivatives in Cash Flow Hedging Relationships:

 

(In thousands)

 

Loss recognized in accumulated other comprehensive loss

 

$

(344

)

 

$

(1,953

)

Gain (loss) reclassified from accumulated other comprehensive loss to interest expense

 

$

1,302

 

 

$

(855

)

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

Changes in Accumulated Other Comprehensive Loss

The following table reflects the changes in accumulated other comprehensive loss for the three months ended March 31, 2020, net of tax: 

Accumulated other comprehensive loss (In thousands):

 

 

 

 

 

(Losses) Gains on

Cash Flow Hedges

 

Accumulated other comprehensive loss at December 31, 2019

 

 

 

 

 

$

(1,559

)

Other comprehensive loss before reclassifications

 

 

(253

)

 

 

 

 

Amounts reclassified from accumulated other comprehensive loss to interest expense

 

 

957

 

 

 

 

 

Unrealized gain on derivatives, net of tax

 

 

 

 

 

 

704

 

Accumulated other comprehensive loss at March 31, 2020

 

 

 

 

 

$

(855

)

v3.20.1
Fair Value Measurements (Tables)
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of March 31, 2020

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active Markets

 

 

Significant

 

 

 

 

 

 

 

 

 

 

for Identical

 

 

Other

 

 

Significant

 

 

 

 

 

 

Assets and

 

 

Observable

 

 

Unobservable

 

 

Balance at

 

 

Liabilities

 

 

Inputs

 

 

Inputs

 

 

March 31,

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

2020

 

Liabilities:

(In thousands)

 

Derivative financial instruments (a)

$

 

 

$

1,198

 

 

$

 

 

$

1,198

 

Long-term obligations (b)

$

 

 

$

1,816,507

 

 

$

 

 

$

1,816,507

 

(a)

Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $1.2 million as of March 31, 2020.

(b)

Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $15.5 million and long-term debt of $1.791 billion as of March 31, 2020.

The Company did not have any assets measured on a recurring basis at fair value at December 31, 2019. The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of December 31, 2019:

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active Markets

 

 

Significant

 

 

 

 

 

 

 

 

 

 

for Identical

 

 

Other

 

 

Significant

 

 

 

 

 

 

Assets and

 

 

Observable

 

 

Unobservable

 

 

Balance at

 

 

Liabilities

 

 

Inputs

 

 

Inputs

 

 

December 31,

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

2019

 

Liabilities:

(In thousands)

 

Derivative financial instruments (a)

$

 

 

$

2,156

 

 

$

 

 

$

2,156

 

Long-term obligations (b)

$

 

 

$

1,557,883

 

 

$

 

 

$

1,557,883

 

(a)

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

(b)

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

v3.20.1
Equity-Based Compensation (Tables)
3 Months Ended
Mar. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Schedule of Equity Compensation Expense

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

 

 

For the Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

 

 

(In thousands)

 

Equity compensation included in operating expenses

 

$

(1,751

)

 

$

1,357

 

Equity compensation included in selling, general and administrative expenses

 

 

(1,850

)

 

 

1,841

 

Total equity compensation expense

 

$

(3,601

)

 

$

3,198

 

 

v3.20.1
Description of the Business and Basis of Presentation - Additional Information (Detail)
3 Months Ended
Mar. 31, 2020
USD ($)
Business
Segment
Mar. 31, 2019
USD ($)
Dec. 31, 2019
USD ($)
Business Description And Basis Of Presentation [Line Items]      
Number of theme parks owned and operated | Business 12    
Number of theme parks opened for a portion of the year | Business 7    
Number of reportable segment | Segment 1    
Long term deferred revenue $ 13,552,000   $ 10,000,000
Revenue 153,561,000 $ 220,575,000  
Impairment of goodwill and other indefinite-lived intangible assets 0    
Impairment of other long-lived assets 0    
ZHG Stock Purchase Agreement [Member]      
Business Description And Basis Of Presentation [Line Items]      
Type of Revenue [Extensible List]   seas:FoodMerchandiseAndOtherRevenueMember  
Revenue   $ 1,700,000  
Other Liabilities [Member]      
Business Description And Basis Of Presentation [Line Items]      
Long term deferred revenue     10,000,000.0
Pass Products, Admission or In-Park Products or Services [Member]      
Business Description And Basis Of Presentation [Line Items]      
Long term deferred revenue 3,600,000    
Middle East Project [Member]      
Business Description And Basis Of Presentation [Line Items]      
Long term deferred revenue 10,000,000.0   10,000,000.0
Deferred costs incurred under Middle East Project $ 5,300,000   $ 5,000,000.0
v3.20.1
Description of the Business and Basis of Presentation - Summary of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Mar. 31, 2019
Dec. 31, 2018
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract]        
Cash and cash equivalents $ 192,760 $ 39,946    
Restricted cash, included in other current assets $ 968 $ 979    
Restricted cash, current, asset, statement of financial position [extensible list] us-gaap:OtherAssetsCurrent us-gaap:OtherAssetsCurrent    
Total cash, cash equivalents and restricted cash $ 193,728 $ 40,925 $ 52,814 $ 35,007
v3.20.1
Description of the Business and Basis of Presentation - Deferred Revenue Balances (Detail) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Deferred Revenue Disclosure [Abstract]    
Deferred revenue, including long-term portion $ 133,932 $ 114,416
Less: Deferred revenue, long-term portion, included in other liabilities 13,552 10,000
Deferred revenue, short-term portion $ 120,380 $ 104,416
v3.20.1
Loss per Share - Schedule of Loss per Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Earnings Per Share [Abstract]    
Basic loss per share, net loss $ (56,519) $ (37,020)
Diluted loss per share, net loss $ (56,519) $ (37,020)
Basic loss per share, Shares 78,213 83,354
Diluted loss per share, Shares 78,213 83,354
Basic loss per share, Per Share Amount $ (0.72) $ (0.44)
Diluted loss per share, Per Share Amount $ (0.72) $ (0.44)
v3.20.1
Loss per Share - Additional Information (Detail) - shares
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Earnings Per Share [Line Items]    
Potentially dilutive securities excluded from computation of earnings per share 1,700,000 1,893,000
Performance-vesting Restricted Awards [Member]    
Earnings Per Share [Line Items]    
Contingently issuable shares excluded from the calculation of diluted loss per share 1,696,000 2,295,000
v3.20.1
Income Taxes - Additional Information (Detail) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Income Tax Disclosure [Line Items]    
Effective tax rate 26.30% 29.00%
Income tax rate at federal statutory rates 21.00% 21.00%
State Tax Credit Carry Forwards [Member]    
Income Tax Disclosure [Line Items]    
Deferred tax assets valuation allowance $ 6.7 $ 5.2
v3.20.1
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Detail) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Payables And Accruals [Abstract]    
Self-insurance reserve $ 7,488 $ 7,488
Accrued property taxes 2,796 1,189
Accrued interest 1,387 573
Accrued legal settlements   65,000
Other 8,954 7,591
Total other accrued liabilities $ 20,625 $ 81,841
v3.20.1
Long-Term Debt - Summary of Long-Term Debt, Net (Detail) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Debt Instrument [Line Items]    
Long-term debt $ 1,816,507 $ 1,557,883
Less discounts and debt issuance costs (10,111) (9,759)
Less current maturities (15,505) (65,505)
Total long-term debt, net 1,790,891 1,482,619
Revolving Credit Facility [Member]    
Debt Instrument [Line Items]    
Long-term debt 312,500 50,000
Less current maturities   (50,000)
Term B-5 Loans [Member]    
Debt Instrument [Line Items]    
Long-term debt $ 1,504,007 $ 1,507,883
v3.20.1
Long-Term Debt - Summary of Long-Term Debt, Net (Parenthetical) (Detail)
Mar. 31, 2020
Dec. 31, 2019
Revolving Credit Facility [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate effective percentage 3.72% 4.35%
Term B-5 Loans [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate effective percentage 3.99% 4.80%
v3.20.1
Long-Term Debt - Additional Information (Detail)
3 Months Ended
Apr. 30, 2020
USD ($)
Apr. 19, 2020
USD ($)
Mar. 31, 2020
USD ($)
Swap
Mar. 31, 2019
USD ($)
Mar. 10, 2020
USD ($)
Dec. 31, 2019
USD ($)
Debt Instrument [Line Items]            
Long-term debt     $ 1,816,507,000     $ 1,557,883,000
Outstanding letters of credit     $ 19,900,000      
Interest Rate Swaps [Member]            
Debt Instrument [Line Items]            
Number of interest rate swaps held | Swap     5      
Notional amount of interest rate swap     $ 1,000,000,000.0      
Maturity of interest rate swap     May 14, 2020      
Weighted average fixed interest rate     2.45%      
Variable rate of interest     0.75%      
Variable rate of interest, description     variable rate of interest based upon the greater of 0.75% or the BBA LIBOR      
Senior Secured Notes [Member] | Subsequent Event [Member]            
Debt Instrument [Line Items]            
Long-term debt, maturity date May 01, 2025          
Private offering aggregate principal amount $ 227,500,000          
Senior secured note stated percentage 8.75%          
Date of first required payment Nov. 01, 2020          
Redemption description On or after May 1, 2022, SEA may redeem the Senior Notes at its option, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on May 1 of the years as follows: (i) in 2022 at 104.375%; (ii) in 2023 at 102.188%; and (iii) in 2024 and thereafter at 100%.          
Percentage of interest in subsidiary 100.00%          
Senior Secured Notes [Member] | Subsequent Event [Member] | Maximum [Member]            
Debt Instrument [Line Items]            
Redeemable percentage 40.00%          
Senior Secured Notes [Member] | Subsequent Event [Member] | In year 2022 [Member]            
Debt Instrument [Line Items]            
Redemption percentage 104.375%          
Senior Secured Notes [Member] | Subsequent Event [Member] | In year 2023 [Member]            
Debt Instrument [Line Items]            
Redemption percentage 102.188%          
Senior Secured Notes [Member] | Subsequent Event [Member] | In year 2024 and thereafter [Member]            
Debt Instrument [Line Items]            
Redemption percentage 100.00%          
Senior Secured Credit Facilities [Member]            
Debt Instrument [Line Items]            
Cash paid for interest     $ 18,300,000 $ 20,100,000    
Term B-5 Loans [Member]            
Debt Instrument [Line Items]            
Long-term debt     $ 1,504,007,000     1,507,883,000
Long-term debt, maturity date     Mar. 31, 2024      
Percent of original principal amount on effective date used to calculate aggregate annual amounts which will amortize in equal quarterly installments     1.015%      
Redemption Price One [Member] | Senior Secured Notes [Member] | Subsequent Event [Member]            
Debt Instrument [Line Items]            
Redemption percentage 101.00%          
Redemption Price Two [Member] | Senior Secured Notes [Member] | Subsequent Event [Member]            
Debt Instrument [Line Items]            
Redemption percentage 108.375%          
Revolving Credit Facility [Member]            
Debt Instrument [Line Items]            
Senior secured revolving     $ 332,500,000   $ 210,000,000.0  
Long-term debt     $ 312,500,000     $ 50,000,000
Long-term debt, maturity date     Oct. 31, 2023      
Amount available for borrowing     $ 0      
Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member]            
Debt Instrument [Line Items]            
First lien secured net leverage ratio   625.00%        
Restrictive covenants, description   The Revolving Credit Facility requires that the Company comply with a springing maximum first lien secured leverage ratio of 6.25x to be tested as of the last day of any fiscal quarter, solely to the extent that on such date the aggregate amount of funded loans and letters of credit (excluding undrawn letters of credit in an amount not to exceed $30.0 million and cash collateralized letters of credit) under the Revolving Credit Facility exceeds an amount equal to 35% of the then outstanding commitments under the Revolving Credit Facility. Pursuant to Amendment No. 11, among other terms, SEA will be exempt from complying with its first lien secured leverage ratio covenant for each of the second, third and fourth quarters of 2020, after which SEA will be required to comply with such covenants starting at the first quarter of 2021. For purposes of calculating compliance with such covenant, unless a Triggering Event occurs (as defined in Amendment No. 11),  beginning with the first quarter of 2021, to the extent trailing Adjusted EBITDA (as defined in Amendment No. 11) for the second, third or fourth quarters of 2020 would have otherwise been included in the calculation of such covenant, in lieu of using actual Adjusted EBITDA for such periods, Adjusted EBITDA for such applicable periods will be deemed to be actual Adjusted EBITDA for the corresponding quarter of 2019.        
Liquidity test commitment   $ 75,000,000.0        
Total net leverage ratio, as calculated     389.00%      
Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member] | Maximum [Member]            
Debt Instrument [Line Items]            
Excludable letters of credit under maximum required first lien secured leverage ratio   $ 30,000,000.0        
Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member] | Minimum [Member]            
Debt Instrument [Line Items]            
Minimum percentage of funded loan and letters of credit for covenant to apply   35.00%        
v3.20.1
Long-Term Debt - Summary of Long-Term Debt Repayable (Detail) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Maturities Of Long Term Debt [Abstract]    
Remainder of 2020 $ 11,629  
2021 328,005  
2022 15,505  
2023 15,505  
Thereafter 1,445,863  
Long-term debt $ 1,816,507 $ 1,557,883
v3.20.1
Derivative Instruments and Hedging Activities - Additional Information (Detail)
3 Months Ended
Mar. 31, 2020
USD ($)
Swap
Dec. 31, 2019
USD ($)
Derivative Instruments, Gain (Loss) [Line Items]    
Reclassified as a increase to interest expense through expiration date $ 1,200,000  
Termination value of derivatives in a net liability position 1,200,000  
Collateral posted relating to credit risk-related contingent features 0  
Interest Rate Swaps [Member]    
Derivative Instruments, Gain (Loss) [Line Items]    
Notional amount of interest rate swap $ 1,000,000,000.0  
Number of interest rate swaps held | Swap 5  
Maturity of interest rate swap May 14, 2020  
Not Designated as Hedge Accounting Relationships [Member]    
Derivative Instruments, Gain (Loss) [Line Items]    
Derivatives outstanding $ 0 $ 0
v3.20.1
Derivative Instruments and Hedging Activities - Fair Value of Company's Derivative Financial Instruments Classification on Unaudited Condensed Consolidated Balance Sheets (Detail) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Derivatives Fair Value [Line Items]    
Liability Derivatives Fair Value $ 1,198 $ 2,156
Other Liabilities [Member]    
Derivatives Fair Value [Line Items]    
Liability Derivatives Fair Value 1,200 2,200
Interest Rate Swaps [Member] | Other Liabilities [Member]    
Derivatives Fair Value [Line Items]    
Liability Derivatives Fair Value $ 1,198 $ 2,156
v3.20.1
Derivative Instruments and Hedging Activities - Schedule of Pre-tax Effect of Derivative Financial Instruments on Unaudited Condensed Consolidated Statements of Comprehensive Loss (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Derivatives in Cash Flow Hedging Relationships:    
Loss recognized in accumulated other comprehensive loss $ (344) $ (1,953)
Gain (loss) reclassified from accumulated other comprehensive loss to interest expense $ 1,302 $ (855)
v3.20.1
Derivative Instruments and Hedging Activities - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) (Detail)
$ in Thousands
3 Months Ended
Mar. 31, 2020
USD ($)
Accumulated other comprehensive loss:  
Beginning Balance $ 210,892
Ending Balance 136,114
Accumulated Other Comprehensive (Loss) Income [Member]  
Accumulated other comprehensive loss:  
Beginning Balance (1,559)
Ending Balance (855)
Gains (Losses) on Cash Flow Hedges [Member]  
Accumulated other comprehensive loss:  
Other comprehensive loss before reclassifications (253)
Amounts reclassified from accumulated other comprehensive loss to interest expense 957
Unrealized gain on derivatives, net of tax $ 704
v3.20.1
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Liabilities:    
Long-term obligations $ 1,816,507 $ 1,557,883
Derivative financial instruments 1,198 2,156
Significant Other Observable Inputs (Level 2) [Member]    
Liabilities:    
Long-term obligations 1,816,507 1,557,883
Derivative financial instruments $ 1,198 $ 2,156
v3.20.1
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liability Derivatives Fair Value $ 1,198 $ 2,156
Current maturities of long-term debt 15,505 65,505
Total long-term debt, net 1,790,891 1,482,619
Other Liabilities [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liability Derivatives Fair Value $ 1,200 $ 2,200
v3.20.1
Related-Party Transactions - Additional Information (Detail)
1 Months Ended 3 Months Ended
May 27, 2019
USD ($)
Director
$ / shares
shares
Mar. 31, 2017
shares
Mar. 31, 2020
USD ($)
shares
Related Party Transaction [Line Items]      
Stock repurchased agreement closing date May 30, 2019    
Hill Path Capital LP [Member]      
Related Party Transaction [Line Items]      
Percentage of ownership by partnership 34.60%    
Share Repurchase Program [Member]      
Related Party Transaction [Line Items]      
Stock Repurchase Program, number of shares repurchased 5,615,874   469,785
Price per share | $ / shares $ 26.71    
Stock repurchases under Share Repurchase Program | $ $ 150,000,000.0   $ 12,400,000
Zhonghong Zhuoye Group Co., Ltd. [Member]      
Related Party Transaction [Line Items]      
Percentage of common stock outstanding by partnership   21.00%  
Sun Wise [Member]      
Related Party Transaction [Line Items]      
Beneficial ownership of common stock, shares   19,452,063  
Hill Path Capital LP [Member]      
Related Party Transaction [Line Items]      
Price per share | $ / shares $ 26.71    
Stock repurchased agreement closing date May 30, 2019    
Stock purchased under stock purchase agreement 13,214,000    
Percentage Shares Held 24.90%    
Hill Path Capital LP [Member] | Maximum [Member]      
Related Party Transaction [Line Items]      
Number of directors appointed | Director 3    
Reimbursable Expenses Incurred | $ $ 250,000    
v3.20.1
Commitments and Contingencies - Additional Information (Detail) - USD ($)
$ in Millions
3 Months Ended
Feb. 11, 2020
Mar. 31, 2020
Loss Contingencies [Line Items]    
Proposed settlement $ 65.0  
Legal settlements paid   $ 32.1
Insurance proceeds from insurers $ 12.5  
Estimated liability for legal settlement   $ 12.5
License agreement term, description   Pursuant to a license agreement (“License Agreement”) with Sesame Workshop, the Company pays a specified annual license fee, as well as a specified royalty based on revenues earned in connection with sales of licensed products, all food and beverage items utilizing the licensed elements and any events utilizing such elements if a separate fee is paid for such event.  The Company’s principal commitments pursuant to the License Agreement include, among other items, the opening of a second standalone park (“Standalone Park”) no later than mid-2021 and minimum annual capital and marketing thresholds.  After the opening of the second Standalone Park (counting the existing Sesame Place Standalone Park in Langhorne, Pennsylvania), SEA will have the option to build additional Standalone Parks in the Sesame Territory within agreed upon timelines.  The License Agreement has an initial term through December 31, 2031, with an automatic additional 15 year extension plus a five year option added to the term of the License Agreement from December 31st of the year of each new Standalone Park opening. As of March 31, 2020, the Company estimates the combined remaining obligations for these commitments could be up to approximately $45.0 million over the remaining term of the agreement. In October 2019, the Company announced that it will convert Aquatica San Diego into its second Sesame Place Standalone Park in the spring of 2021. While construction began in the fall of 2019, it was temporarily paused due to the COVID-19 pandemic. The Company is currently evaluating when this park will open.
Minimum [Member]    
Loss Contingencies [Line Items]    
Amount in controversy, not recorded   $ 5.0
Maximum [Member]    
Loss Contingencies [Line Items]    
Estimated combined remaining obligations for commitments   $ 45.0
v3.20.1
Equity-Based Compensation - Schedule of Equity Compensation Expense (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Total equity compensation expense $ (3,601) $ 3,198
Operating Expense [Member]    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Total equity compensation expense (1,751) 1,357
Selling. General and Administrative Expenses [Member]    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Total equity compensation expense $ (1,850) $ 1,841
v3.20.1
Equity-Based Compensation - Additional Information (Detail) - shares
3 Months Ended
Mar. 31, 2020
Apr. 12, 2020
Restricted Stock Units [Member] | Subsequent Event [Member]    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Shares approved to recognize employees for their contributions   1,170,000
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 8,750,000  
Omnibus Incentive Plan [Member] | Restricted Stock Units [Member]    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Vesting percentage 50.00%  
v3.20.1
Stockholders' Equity - Additional Information (Detail) - USD ($)
3 Months Ended
May 27, 2019
Mar. 31, 2020
Dec. 31, 2019
Mar. 31, 2019
Dec. 31, 2018
Stockholders Equity [Line Items]          
Common stock, shares issued   94,345,017 94,044,203    
Treasury stock, shares   16,260,248 15,790,463    
Share Repurchase Program [Member]          
Stockholders Equity [Line Items]          
Share Repurchase Program, authorized amount   $ 250,000,000.0      
Stock Repurchase Program, number of shares repurchased 5,615,874 469,785      
Stock repurchases under Share Repurchase Program $ 150,000,000.0 $ 12,400,000      
Share Repurchase Program, remaining authorized repurchase amount   $ 237,600,000      
Common Stock [Member]          
Stockholders Equity [Line Items]          
Common stock, shares issued   94,345,017 94,044,203 93,748,617 93,400,929
Number of unvested shares   126,595      
Restricted Stock Units [Member]          
Stockholders Equity [Line Items]          
Number of unvested shares   2,105,564