SEAWORLD ENTERTAINMENT, INC., 10-Q filed on 5/10/2023
Quarterly Report
v3.23.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2023
May 04, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2023  
Document Fiscal Year Focus 2023  
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   63,886,889
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Security Exchange Name NYSE  
Entity File Number 001-35883  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 27-1220297  
Entity Address, Address Line One 6240 Sea Harbor Drive  
Entity Address, City or Town Orlando  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 32821  
City Area Code 407  
Local Phone Number 226-5011  
Document Quarterly Report true  
Document Transition Report false  
v3.23.1
Unaudited Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 54,761 $ 79,196
Accounts receivable, net 72,504 71,050
Inventories 59,060 55,190
Prepaid expenses and other current assets 35,492 28,260
Total current assets 221,817 233,696
Property and equipment, at cost 3,640,041 3,576,092
Accumulated depreciation (1,899,152) (1,869,413)
Property and equipment, net 1,740,889 1,706,679
Goodwill 66,278 66,278
Trade names/trademarks, net 157,000 157,000
Right of use assets-operating leases 129,415 130,479
Deferred tax assets, net 13,084 12,332
Other assets, net 25,397 19,323
Total assets 2,353,880 2,325,787
Current liabilities:    
Accounts payable and accrued expenses 164,327 159,947
Current maturities of long-term debt 12,000 12,000
Operating lease liabilities 3,261 3,387
Accrued salaries, wages and benefits 22,800 17,423
Deferred revenue 212,799 169,535
Other accrued liabilities 45,835 46,914
Total current liabilities 461,022 409,206
Long-term debt, net 2,097,601 2,099,059
Long-term operating lease liabilities 114,563 115,396
Deferred tax liabilities, net 88,962 96,627
Other liabilities 46,385 43,163
Total liabilities 2,808,533 2,763,451
Commitments and contingencies (Note 8)
Stockholders’ Deficit:    
Preferred stock, $0.01 par value-authorized, 100,000,000 shares, no shares issued or outstanding at March 31, 2023 and December 31, 2022
Common stock, $0.01 par value--authorized, 1,000,000,000 shares: 96,496,784 and 96,287,771 shares issued at March 31, 2023 and December 31, 2022, respectively 965 963
Additional paid-in capital 709,627 710,151
Retained earnings 159,436 175,903
Treasury stock, at cost (32,376,539 shares at March 31, 2023 and December 31, 2022) (1,324,681) (1,324,681)
Total stockholders’ deficit (454,653) (437,664)
Total liabilities and stockholders’ deficit $ 2,353,880 $ 2,325,787
v3.23.1
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 100,000,000 100,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 1,000,000,000 1,000,000,000
Common stock, shares issued 96,496,784 96,287,771
Treasury stock, shares 32,376,539 32,376,539
v3.23.1
Unaudited Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Net revenues:    
Total revenues $ 293,346 $ 270,693
Costs and expenses:    
Cost of food, merchandise and other revenues 23,221 23,040
Operating expenses (exclusive of depreciation and amortization shown separately below) 172,674 152,925
Selling, general and administrative expenses 48,281 46,059
Severance and other separation costs 4 30
Depreciation and amortization 37,394 38,612
Total costs and expenses 281,574 260,666
Operating income 11,772 10,027
Other expense (income), net 46 (12)
Interest expense 36,401 25,370
Loss before income taxes (24,675) (15,331)
Benefit from income taxes (8,208) (6,344)
Net loss $ (16,467) $ (8,987)
Loss per share:    
Net loss per share, basic $ (0.26) $ (0.12)
Net loss per share, diluted $ (0.26) $ (0.12)
Weighted average common shares outstanding:    
Basic 63,978 75,624
Diluted 63,978 75,624
Admissions [Member]    
Net revenues:    
Total revenues $ 163,863 $ 150,862
Food, Merchandise and Other [Member]    
Net revenues:    
Total revenues $ 129,483 $ 119,831
v3.23.1
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
(Accumulated Deficit) Retained Earnings [Member]
Treasury Stock, at Cost [Member]
Beginning Balance at Dec. 31, 2021 $ (33,916) $ 955 $ 711,474 $ (115,287) $ (631,058)
Beginning Balance, shares at Dec. 31, 2021   95,541,992      
Equity-based compensation 6,982   6,982    
Vesting of restricted shares   $ 4 (4)    
Vesting of restricted shares, shares   361,403      
Shares withheld for tax withholdings (7,738) $ (1) (7,737)    
Shares withheld for tax withholdings, shares   (111,865)      
Exercise of stock options 1,127   1,127    
Exercise of stock options, shares   46,503      
Repurchase of treasury shares (109,905)       (109,905)
Net loss (8,987)     (8,987)  
Ending Balance at Mar. 31, 2022 (152,437) $ 958 711,842 (124,274) (740,963)
Ending Balance, shares at Mar. 31, 2022   95,838,033      
Beginning Balance at Dec. 31, 2022 $ (437,664) $ 963 710,151 175,903 (1,324,681)
Beginning Balance, shares at Dec. 31, 2022 96,287,771 96,287,771      
Equity-based compensation $ 4,482   4,482    
Vesting of restricted shares   $ 3 (3)    
Vesting of restricted shares, shares   273,134      
Shares withheld for tax withholdings (5,569) $ (1) (5,568)    
Shares withheld for tax withholdings, shares   (86,914)      
Exercise of stock options 565   565    
Exercise of stock options, shares   22,793      
Net loss (16,467)     (16,467)  
Ending Balance at Mar. 31, 2023 $ (454,653) $ 965 $ 709,627 $ 159,436 $ (1,324,681)
Ending Balance, shares at Mar. 31, 2023 96,496,784 96,496,784      
v3.23.1
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical)
3 Months Ended
Mar. 31, 2022
shares
Statement of Stockholders' Equity [Abstract]  
Repurchase of treasury shares, shares 1,535,427
v3.23.1
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Cash Flows From Operating Activities:    
Net loss $ (16,467) $ (8,987)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization 37,394 38,612
Amortization of debt issuance costs and discounts 1,542 1,532
Deferred income tax benefit (8,417) (6,531)
Equity-based compensation 4,482 6,982
Other, including loss on sale or disposal of assets, net 3,221 4,420
Changes in assets and liabilities:    
Accounts receivable (1,361) 3,408
Inventories (3,936) (15,601)
Prepaid expenses and other current assets (6,863) (7,653)
Accounts payable and accrued expenses (345) 5,599
Accrued salaries, wages and benefits 5,377 (2,841)
Deferred revenue 42,072 53,584
Other accrued liabilities (1,276) (5,675)
Right of use assets and operating lease liabilities 104 201
Other assets and liabilities (5,231) 3,744
Net cash provided by operating activities 50,296 70,794
Cash Flows From Investing Activities:    
Capital expenditures (69,758) (35,110)
Net cash used in investing activities (69,758) (35,110)
Cash Flows From Financing Activities:    
Repayments of long-term debt (3,000) (3,000)
Proceeds from draws on revolving credit facility 20,000  
Repayments of revolving credit facility (20,000)  
Purchase of treasury stock   (89,736)
Payment of tax withholdings on equity-based compensation through shares withheld (5,569) (7,738)
Exercise of stock options 565 1,127
Other financing activities (93) (211)
Net cash used in financing activities (8,097) (99,558)
Change in Cash and Cash Equivalents, including Restricted Cash (27,559) (63,874)
Cash and Cash Equivalents, including Restricted Cash—Beginning of period 82,320 444,486
Cash and Cash Equivalents, including Restricted Cash—End of period 54,761 380,612
Supplemental Disclosure of Noncash Investing and Financing Activities    
Capital expenditures in accounts payable $ 45,548 31,483
Treasury stock purchases not yet settled in other accrued liabilities   $ 20,169
v3.23.1
Description of the Business and Basis of Presentation
3 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
Description of the Business and Basis of Presentation

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

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

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, 2022 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, 2022 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, 2023 or any future period due in part to the seasonal nature of the Company’s operations. Based upon historical results, the Company typically generates its highest revenues in the second and third quarters of each year and incurs a net loss in the first quarter, in part because four of its theme parks were historically only open for a portion of the year. In the year ended December 31, 2022, we opened our Sesame Place San Diego park which has been, and is expected to continue to be, open more operating days than the Aquatica San Diego park it replaced, particularly in the first and fourth quarters of the year.

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

Use of Estimates

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

Segment Reporting

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

Restricted Cash

Restricted cash is recorded in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets. Restricted cash as of December 31, 2022 consists primarily of advanced funds for which costs have yet to be incurred related to the Company’s international services agreements, as discussed in the “International Agreements” section which follows.

 

 

March 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

54,761

 

 

$

79,196

 

Restricted cash, included in prepaid expenses and other current assets

 

 

 

 

 

3,124

 

Total cash, cash equivalents and restricted cash

 

$

54,761

 

 

$

82,320

 

Share Repurchase Programs and Treasury Stock

From time to time, the Company’s Board of Directors (the “Board”) may authorize share repurchases of common stock. Shares repurchased under Board authorizations are currently held in treasury for general corporate purposes. The Company accounts for treasury stock on the trade date under the cost method. Treasury stock at March 31, 2023 and December 31, 2022 is reflected within stockholders’ deficit. See further discussion of the Company’s share repurchase programs in Note 10–Stockholders’ Deficit.

Revenue Recognition

Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products. For single-day tickets, the Company recognizes revenue at a point in time, upon admission to the park. Annual passes, season passes, or other multi-day or multi-park passes allow guests access to specific parks over a specified time period. For these pass and multi-use products, revenue is deferred and recognized over the terms of the admission product based on estimated redemption rates for similar products and is adjusted periodically. The Company estimates redemption rates using historical and forecasted attendance trends by park for similar products. Attendance trends factor in seasonality and are adjusted based on actual trends periodically. These estimated redemption rates impact the timing of when revenue is recognized on these products. Actual results could materially differ from these estimates based on actual attendance patterns. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For pass products purchased on an installment plan that have met their initial commitment period and have transitioned to a month-to-month basis, monthly charges are recognized as revenue as payments are received each month. For certain multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park.

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

Deferred revenue primarily includes revenue associated with pass products, admission or in-park products or services with a future intended use date and contract liability balances related to licensing and international agreements collected in advance of the Company satisfying its performance obligations and is expected to be recognized in future periods. At March 31, 2023 and December 31, 2022, the long-term portion of deferred revenue included in other liabilities in the accompanying unaudited condensed consolidated balance sheets primarily relates to the Company’s international agreements, as discussed in the following section.

The following table reflects the Company’s deferred revenue balance as of March 31, 2023 and December 31, 2022:

 

 

March 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

227,605

 

 

$

183,772

 

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

 

 

14,806

 

 

 

14,237

 

Deferred revenue, short-term portion

 

$

212,799

 

 

$

169,535

 

 

 

 

 

 

 

 

The Company estimates approximately $75.4 million of the deferred revenue, short term portion, balance outstanding as of December 31, 2022 was recognized as revenue during the three months ended March 31, 2023. For certain admission products, the Company estimated timing of redemption using average historical redemption rates.

International Agreements

The Company has previously received $10.0 million in deferred revenue which is recorded in other liabilities related to a nonrefundable payment received from a partner in connection with a project in the Middle East to provide certain services pertaining to the planning and design of SeaWorld Abu Dhabi, a marine life theme park on Yas Island (the “Middle East Project”), with funding received expected to offset internal expenses. The Middle East Project is on track with the park scheduled to open in May 2023. The Company also receives additional funds from its partner related to agreed-upon services and reimbursements of costs incurred by the Company on behalf of the Middle East Project (the “Middle East Services Agreements”).

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

As a result of the Middle East Project, approximately $0.6 million and $0.5 million of costs incurred by the Company are recorded in prepaid expenses and other current assets as of March 31, 2023 and December 31, 2022, respectively, and approximately $11.7 million and $11.2 million of other related costs incurred are recorded in other assets in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively. Separately, deferred revenue of approximately $0.7 million and $0.6 million is recorded in deferred revenue as of March 31, 2023 and December 31, 2022, respectively, and approximately $14.5 million and $14.2 million of long-term deferred revenue is recorded in other liabilities in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively, related to the Middle East Project, which includes the $10.0 million nonrefundable payment previously discussed for each period.

As a result of the Middle East Services Agreements, approximately $2.0 million of costs incurred by the Company are recorded in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets as December 31, 2022. Separately, deferred revenue of approximately $0.9 million and $5.1 million is recorded in deferred revenue in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively.

v3.23.1
Recent Accounting Pronouncements
3 Months Ended
Mar. 31, 2023
Accounting Changes and Error Corrections [Abstract]  
Recent Accounting Pronouncements

2. RECENT ACCOUNTING PRONOUNCEMENTS

The Company reviews new accounting pronouncements as they are issued or proposed by the Financial Accounting Standards Board (“FASB”). There are no recent accounting pronouncements or recently implemented accounting standards that are expected to have a material impact on the Company’s unaudited condensed consolidated financial statements or disclosures.

v3.23.1
Loss per Share
3 Months Ended
Mar. 31, 2023
Loss Per Share [Abstract]  
Loss per Share

3. LOSS PER SHARE

Loss per share is computed as follows:

 

 

For the Three Months Ended March 31,

 

 

 

 

2023

 

 

2022

 

 

 

 

Net Loss

 

 

Shares

 

 

Per
Share
Amount

 

 

Net Loss

 

 

Shares

 

 

Per
Share
Amount

 

 

 

 

(In thousands, except per share amounts)

 

 

Basic loss per share

 

$

(16,467

)

 

 

63,978

 

 

$

(0.26

)

 

$

(8,987

)

 

 

75,624

 

 

$

(0.12

)

 

Effect of dilutive incentive-based awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted loss per share

 

$

(16,467

)

 

 

63,978

 

 

$

(0.26

)

 

$

(8,987

)

 

 

75,624

 

 

$

(0.12

)

 

 

In accordance with the Earnings Per Share Topic of the Accounting Standards Codification (“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 awards). Unvested restricted stock awards are eligible to receive dividends, if any; however, dividend rights will be forfeited if the award does not vest. Accordingly, only vested shares of formerly restricted stock are included in the calculation of basic loss 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 certain unvested restricted stock awards and certain shares of common stock that are issuable upon exercise of stock options. There were approximately 1,225,000 and 1,555,000 potentially dilutive shares excluded from the computation of diluted loss per share during the three months ended March 31, 2023 and 2022, respectively, as their effect would have been anti-dilutive due to the Company’s net loss in those periods. Approximately 610,000 and 1,057,000 of the Company’s outstanding performance-vesting restricted stock awards as of March 31, 2023 and 2022, 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.
v3.23.1
Income Taxes
3 Months Ended
Mar. 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes

4. INCOME TAXES

Income tax expense or benefit and the Company’s effective tax rate is based upon the tax rate expected for the full calendar year applied to the year-to-date pretax income or loss of the interim period, plus the tax effect of any year-to-date discrete tax items. The Company’s consolidated effective tax rate for the three months ended March 31, 2023 was 33.3% and differs from the effective statutory federal income tax rate of 21.0% primarily due to the tax benefit related to equity-based compensation which vested during the quarter. The Company’s consolidated effective tax rate for the three months ended March 31, 2022 was 41.4% and differs from the effective statutory federal income tax rate of 21.0% primarily due to the tax benefit related to equity-based compensation which vested during the quarter.

Due to the uncertainty of realizing the benefit from deferred tax assets, tax positions are reviewed at least quarterly by assessing future expected taxable income from all sources. Realization of deferred tax assets, primarily arising from net operating loss carryforwards and charitable contribution carryforwards, is dependent upon generating sufficient taxable income prior to expiration of the carryforwards. Based on its analysis, the Company believes that some of its deferred tax assets may not be realized. As of March 31, 2023 and December 31, 2022, the Company’s valuation allowance consisted of approximately $4.6 million, net of federal tax benefit, on the deferred tax assets related to state net operating loss carryforwards.

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

The Inflation Reduction Act (“IRA”) of 2022 was signed into law on August 16, 2022. This legislation includes a 15% corporate alternative minimum tax and a 1% excise tax on stock repurchases among its key tax provisions effective for years beginning after December 31, 2022. The Company does not anticipate a material impact for either of these provisions.

v3.23.1
Other Accrued Liabilities
3 Months Ended
Mar. 31, 2023
Payables and Accruals [Abstract]  
Other Accrued Liabilities

5. OTHER ACCRUED LIABILITIES

Other accrued liabilities at March 31, 2023 and December 31, 2022, consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(In thousands)

 

Accrued interest

 

$

13,347

 

 

$

18,483

 

Accrued taxes

 

 

7,134

 

 

 

3,284

 

Self-insurance reserve

 

 

8,623

 

 

 

8,608

 

Other

 

 

16,731

 

 

 

16,539

 

Total other accrued liabilities

 

$

45,835

 

 

$

46,914

 

 

As of March 31, 2023 and December 31, 2022, other accrued liabilities above includes approximately $10.9 million related to certain contractual liabilities arising from the previously disclosed temporary COVID-19 park closures.

As of March 31, 2023 and December 31, 2022, accrued interest above primarily relates to interest associated with the Company’s first-priority senior secured notes issued in April 2020, for which interest is paid bi-annually in November and May and the senior notes issued in August 2021, for which interest is paid bi-annually in February and August. See further discussion in Note 6–Long-Term Debt.

v3.23.1
Long-Term Debt
3 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
Long-Term Debt

6. LONG-TERM DEBT

Long-term debt, net, as of March 31, 2023 and December 31, 2022 consisted of the following:

 

 

March 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(In thousands)

 

Term B Loans (effective interest rate of 7.88% and 7.44% at March 31, 2023 and December 31, 2022 respectively)

 

$

1,182,000

 

 

$

1,185,000

 

Senior Notes due 2029 (interest rate of 5.25%)

 

 

725,000

 

 

 

725,000

 

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

 

 

227,500

 

 

 

227,500

 

Total long-term debt

 

 

2,134,500

 

 

 

2,137,500

 

    Less: unamortized discounts and debt issuance costs

 

 

(24,899

)

 

 

(26,441

)

    Less: current maturities

 

 

(12,000

)

 

 

(12,000

)

Total long-term debt, net

 

$

2,097,601

 

 

$

2,099,059

 

On August 25, 2021, SEA entered into a Restatement Agreement (the “Restatement Agreement”) pursuant to which SEA amended and restated its existing senior secured credit agreement dated as of December 1, 2009 (as amended, restated, supplemented or otherwise modified from time to time, and the senior secured credit facilities thereunder (the “Existing Secured Credit Facilities”), and, as amended and restated by the Restatement Agreement (the “Amended and Restated Credit Agreement”).

The Amended and Restated Credit Agreement provides for senior secured financing of up to $1,585.0 million, consisting of:

(i)
a first lien term loan facility (the “Term Loan Facility” and the loans thereunder, the “Term B Loans”), in an aggregate principal amount of $1,200.0 million which was fully drawn on August 25, 2021. The Term Loan Facility will mature on August 25, 2028; and
(ii)
a first lien revolving credit facility (the “Revolving Credit Facility” (and the loans thereunder, the “Revolving Loans”) and, together with the Term Loan Facility, the “Senior Secured Credit Facilities”), in an aggregate committed principal amount of $385.0 million, including both a letter of credit sub-facility and a swingline loan sub-facility. The Revolving Credit Facility will mature on August 25, 2026. On June 9, 2022, SEA entered into an incremental amendment to the Amended and Restated Credit Agreement to increase the revolving facility commitments under the Revolving Credit Facility by $5.0 million bringing the aggregate committed principal amount to $390.0 million as of such date.

Senior Secured Credit Facilities

Borrowings under the Term B Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) a base rate equal to the higher of (a) the federal funds rate plus 1/2 of 1%, (b) the rate of interest quoted in the print edition of the Wall Street Journal Money Rates Section as the prime rate as in effect from time to time and (c) one-month Adjusted LIBOR plus 1% per annum (provided that in no event shall such ABR rate with respect to the Term B Loans be less than 1.50% per annum) (“ABR”), in each case, plus an applicable margin of 2.00% or (ii) a LIBOR rate for the applicable interest period (provided that in no event shall such LIBOR rate with respect to the Term B Loans be less than 0.50% per annum) (“LIBOR”) plus an applicable margin of 3.00%.

Borrowings under the Revolving Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) ABR (provided that in no event shall such ABR rate with respect to the Revolving Loans be less than 1.00% per annum) plus an applicable margin equal to 1.75% or (ii) LIBOR (provided that in no event shall such LIBOR rate with respect to the Revolving Loans be less than 0.00%) plus an applicable margin of 2.75%. The applicable margin for borrowings of Revolving Loans are subject to one 25 basis point step-down upon achievement by the Company of certain corporate credit ratings.

In addition to paying interest on the outstanding principal under the Senior Secured Credit Facilities, the Company is required to pay a commitment fee equal to 0.50% per annum to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The Company will also be required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR rate borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee computed at a rate equal to 0.125% per annum on the daily stated amount of each letter of credit.

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

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

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

The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time, without prepayment premium or penalty, except in connection with a repricing event in respect of the term loans as described below, subject to customary “breakage” costs with respect to LIBOR rate loans.

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

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

As of March 31, 2023, SEA had approximately $18.4 million of outstanding letters of credit, leaving approximately $371.6 million available under the Revolving Credit Facility, which was not drawn upon as of March 31, 2023.

Senior Notes

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

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

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

First-Priority Senior Secured Notes

The 8.750% first-priority senior secured notes (the “First-Priority Senior Secured Notes”) mature on May 1, 2025 and have interest payment dates of May 1 and November 1. SEA may redeem the First-Priority Senior Secured Notes at its option, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on May 1 of the years as follows: (i) in 2022 at 104.375%; (ii) in 2023 at 102.188%; and (iii) in 2024 and thereafter at 100%. SEA may also redeem in the aggregate (at a redemption price expressed as a percentage of principal amount thereof): (i) 100% of the First-Priority Senior Secured Notes after certain events constituting a change of control at a redemption price of 101%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date and (ii) up to 40% of the original aggregate principal amount of the First-Priority Senior Secured Notes with amounts equal to the net cash proceeds of certain equity offerings at a redemption price of 108.750%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

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

Restrictive Covenants

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

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

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

The Debt Agreements permit an unlimited capacity for restricted payments if the net total leverage ratio on a pro forma basis does not exceed 4.25 to 1.00 after giving effect to the payment of any such restricted payment. As of March 31, 2023, the net total leverage ratio as calculated under the Debt Agreements was 2.71 to 1.00.

As of March 31, 2023, SEA was in compliance with all covenants contained in the documents governing the Debt Agreements.

Long-term debt at March 31, 2023 is repayable as follows and does not include the impact of any future voluntary prepayments:

 

Years Ending December 31,

 

(In thousands)

 

Remainder of 2023

 

$

9,000

 

2024

 

 

12,000

 

2025

 

 

239,500

 

2026

 

 

12,000

 

2027

 

 

12,000

 

Thereafter

 

 

1,850,000

 

Total

 

$

2,134,500

 

Cash paid for interest relating to the Senior Secured Credit Facilities and the Senior Notes, net of amounts capitalized, as applicable, was $40.0 million and $27.6 million in the three months ended March 31, 2023 and 2022, respectively.

v3.23.1
Fair Value Measurements
3 Months Ended
Mar. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements

7. FAIR VALUE MEASUREMENTS

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

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

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

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

Of the Company’s long-term obligations as of March 31, 2023 and December 31, 2022, the Term B Loans are classified in Level 2 of the fair value hierarchy and the First-Priority Senior Secured Notes and the Senior Notes are classified in Level 1 of the fair value hierarchy. The fair value of the Term B Loans approximates their carrying value, excluding unamortized debt issuance costs and discounts, due to the variable nature of the underlying interest rates and the frequent intervals at which such interest rates are reset. The fair value of the First-Priority Senior Secured Notes and Senior Notes was determined using quoted prices in active markets for identical instruments. See Note 6–Long-Term Debt for further details.

The Company did not have any assets measured on a recurring basis at fair value at March 31, 2023 and December 31, 2022. The Company maintains its long-term liabilities at carrying value, net of unamortized debt issuance costs and discounts in the unaudited condensed consolidated balance sheet.

The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of March 31, 2023.

 

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)

 

 

2023

 

Liabilities:

(In thousands)

 

Long-term obligations (a)

$

866,425

 

 

$

1,182,000

 

 

$

 

 

$

2,048,425

 

 

(a) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $12.0 million and long-term debt, net, of $2.098 billion as of March 31, 2023.

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, 2022:

 

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)

 

 

2022

 

Liabilities:

(In thousands)

 

Long-term obligations (a)

$

873,675

 

 

$

1,185,000

 

 

$

 

 

$

2,058,675

 

(a) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $12.0 million and long-term debt, net, of $2.099 billion as of December 31, 2022.

v3.23.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

8. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Sesame Workshop Arbitration

On February 4, 2022, Sesame Workshop delivered notice asserting that the Company failed to pay an additional royalty payment for 2021 under its licensing agreement with the Company (the “Licensing Agreement”). The Company had previously recorded the additional amount claimed but disputes the application and calculation of the additional payment. The amount accrued is the Company’s best estimate and, at this time, the Company does not anticipate any exposure to loss in excess of amounts accrued to be material. On June 27, 2022, Sesame Workshop initiated arbitration pursuant to the License Agreement. Oral arguments for the parties’ positions were held before the arbitration panel during the week of March 6, 2023, and the parties are currently awaiting a decision from the panel. The Company intends to vigorously defend its position.

Other Lawsuits

In October 2018, the Company received a demand letter from attorneys representing certain former employees who claim that the terms of their respective separation agreements entitle them to certain favorable modifications made to certain performance-vesting restricted shares (the “Tranche 3 Shares”) issued under the Company’s 2013 Omnibus Incentive Plan (the “Plan”).
 

In November 2020, the Company filed in the Court of Chancery of the State of Delaware an action for declaratory judgment seeking a determination that the threatened claims of the former employees are time-barred and without merit. In response, the defendant former employees filed a motion to dismiss or in the alternative to stay and compel arbitration. The parties agreed to arbitrate whether the former employees’ claims are subject to arbitration. On October 21, 2021, the arbitrator determined that disputes related to the former employees’ claims for the vesting of the Tranche 3 Shares are governed by the forum selection clauses of the equity award amendments rather than the Company’s dispute resolution process and notice of the arbitrator’s decision was filed with the Court of Chancery. On August 10, 2022, the defendant former employees filed answers, affirmative defenses and counterclaims. On October 10, 2022, the Company filed motions for judgment on the pleadings and to dismiss the counterclaims. The defendant former employees opposed the motions, on November 17, 2022, and the Company filed its reply brief on December 22, 2022. Oral arguments for the parties’ motions and counterclaims were held before the Court of Chancery, on March 29, 2023. In terms of potential exposure, the value of the total shares at issue for these certain former employees depends largely upon the Company’s current share price, which fluctuates daily. Approximately 300,000 shares are at issue. The Company believes that the former employees’ claims are without merit and intends to defend vigorously its positions. While there can be no assurance regarding the ultimate outcome of this matter, the Company believes that any potential loss would not be material.

On July 27, 2022, a purported class action was filed in the United States District Court for the Eastern District of Pennsylvania against the Company captioned Quinton Burns individually and Next Friend of K.B., a minor v. SeaWorld Parks & Entertainment, Inc. and SeaWorld Parks & Entertainment LLC, Civil Case No. 2:22-cv-09941. The complaint states the putative class consists of Quinton Burns and K.B. Burns and similarly situated Black people. Plaintiffs then filed an amended complaint adding an additional seven adult and seven minor class representative plaintiffs in which they allege the class consists of themselves and similarly situated minority persons and also disclosed an additional 89 families and 125 children represented by Plaintiffs’ counsel who are allegedly members of the purported class (the "First Amended Complaint"). The First Amended Complaint alleges the Company engaged in disparate treatment of Class members based on their race and in so doing violated the Civil Rights Act of 1866 and Pennsylvania common law. The First Amended Complaint seeks compensatory and punitive damages and attorneys’ fees and costs as well declarative and injunctive relief. The parties are engaged in discovery. The Company has filed a motion to dismiss all counts. The Company has also filed a motion to strike certification of the class. The Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously. While there can be no assurance regarding the ultimate outcome of the litigation, the Company believes a potential loss, if any, would not be material.

Other Matters

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

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

License Commitments

Pursuant to the License Agreement with Sesame Workshop, the Company pays a specified annual license fee, as well as a specified royalty based on revenues earned in connection with sales of licensed products, all food and beverage items utilizing the licensed elements and any events utilizing such elements if a separate fee is paid for such event. The Company’s principal commitments pursuant to the License Agreement include, among other items, the opening of a second standalone park (“Standalone Park”) (the Company opened the Standalone Park in San Diego on March 26, 2022) and minimum annual capital and marketing thresholds. After the opening of the second Standalone Park (counting the existing Sesame Place Standalone Park in Langhorne, Pennsylvania), SEA has the option to build additional Standalone Parks in the Sesame Territory within agreed upon timelines. The License Agreement has an initial term through December 31, 2031, with an automatic additional 15-year extension plus a five-year option added to the term of the License Agreement from December 31st of the year of each new Standalone Park opening. As of March 31, 2023, the Company estimates the combined remaining liabilities and obligations for the License Agreement commitments could be up to approximately $25.0 million over the remaining term of the agreement. See further discussion concerning royalty payments for the year 2021 in the "Sesame Workshop Arbitration" section above.

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

v3.23.1
Equity-Based Compensation
3 Months Ended
Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation

9. EQUITY-BASED COMPENSATION

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

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

 

 

For the Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

 

 

(In thousands)

 

Equity compensation expense included in operating expenses

 

$

534

 

 

$

1,965

 

Equity compensation expense included in selling, general and administrative expenses

 

 

3,948

 

 

 

5,017

 

Total equity compensation expense

 

$

4,482

 

 

$

6,982

 

 

Omnibus Incentive Plan

The Company has reserved 15.0 million shares of common stock for issuance under its Omnibus Incentive Plan (the “Omnibus Incentive Plan”), of which approximately 7.3 million shares are available for future issuance as of March 31, 2023.

Bonus Performance Restricted Units

The Company had an annual bonus plan for the fiscal year ended December 31, 2022 (“Fiscal 2022”), under which certain employees were eligible to vest in Bonus Performance Restricted Units based upon the Company’s achievement of certain performance goals with respect to Fiscal 2022. Based on the Company’s actual Fiscal 2022 results, a portion of these Bonus Performance Restricted Units vested and were converted into approximately 20,000 shares in the three months ended March 31, 2023 and the remaining unvested units forfeited in accordance with their terms.

Long-term Incentive Performance Restricted Awards

Subsequent to March 31, 2023, the Company approved long-term incentive plan awards for 2023 (the “2023 Long-Term Incentive Grant”) which will be granted later in the second quarter and will be comprised of nonqualified stock options (the “Long-Term Incentive Options”) and performance-vesting restricted units (the “Long-Term Incentive Performance Restricted Units”) (collectively, the “Long-Term Incentive Awards”).

Long-Term Incentive Options

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

Long-Term Incentive Performance Restricted Units

The Long-Term Incentive Performance Restricted Units are eligible to vest during the three-year performance period beginning on January 1, 2023 and ending on December 31, 2025 (or, extended through December 31, 2026, as applicable) (the “Performance Period”) based upon the Company’s achievement of specified performance goals during the Performance Period. The total number of Long-Term Incentive Performance Restricted Units eligible to vest will be based on the level of achievement of the performance goals and ranges from 0% (if below threshold performance) up to 150% (for maximum performance). Upon achievement of at least the threshold performance goals, 50% of the award for a given level of performance will vest, with the remaining 50% subject to a one-year performance test period. Performance for the test period must meet or exceed the prior year’s performance before up to the remaining 50% of the units can be earned.

Other

During the three months ended March 31, 2023, a portion of the previously granted long-term incentive performance restricted units under the 2019 Long-Term Incentive Plan vested based on the Company’s actual Fiscal 2022 results. The remainder of the 2019 Long-Term Incentive Plan awards are eligible to vest in 2024.

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

v3.23.1
Stockholders' Deficit
3 Months Ended
Mar. 31, 2023
Equity [Abstract]  
Stockholders' Deficit

10. STOCKHOLDERS’ DEFICIT

As of March 31, 2023, 96,496,784 shares of common stock were issued in the accompanying unaudited condensed consolidated balance sheet, which includes 32,376,539 shares of treasury stock held by the Company (see Share Repurchase Programs discussion which follows) but excludes 1,214,561 unvested restricted stock awards held by certain participants in the Company’s equity compensation plans or members of the Board (see Note 9–Equity-Based Compensation).

Share Repurchase Programs

The Board had previously authorized a share repurchase program of up to $250.0 million of the Company’s common stock (the “Former Share Repurchase Program”). On March 10, 2022, the Board approved a replenishment to the Former Share Repurchase Program of $228.2 million, bringing the total amount authorized for future share repurchases back up to $250.0 million. During the three months ended March 31, 2022, the Company repurchased 1,535,427 shares for an aggregate total of approximately $109.9 million. As of March 31, 2023, there is no amount remaining under the Former Share Repurchase Program.

In August 2022, the Board approved a new $250.0 million share repurchase program (the “Share Repurchase Program”) of which approximately $56.4 million remained available as of March 31, 2023. Subsequent to March 31, 2023, the Company repurchased 235,000 shares for an aggregate total of approximately $13.9 million, leaving approximately $42.4 million remaining under the Share Repurchase Program as of May 4, 2023.

Under the Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The Share Repurchase Program has no time limit and may be suspended or discontinued completely at any time. The number of shares to be purchased and the timing of purchases will be based on the Company’s trading windows and available liquidity, general business and market conditions, and other factors, including legal requirements, share ownership thresholds, debt covenant restrictions, future tax implications and alternative investment opportunities.

v3.23.1
Description of the Business and Basis of Presentation (Policies)
3 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
Description of the Business

Description of the Business

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

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with 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, 2022 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, 2022 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, 2023 or any future period due in part to the seasonal nature of the Company’s operations. Based upon historical results, the Company typically generates its highest revenues in the second and third quarters of each year and incurs a net loss in the first quarter, in part because four of its theme parks were historically only open for a portion of the year. In the year ended December 31, 2022, we opened our Sesame Place San Diego park which has been, and is expected to continue to be, open more operating days than the Aquatica San Diego park it replaced, particularly in the first and fourth quarters of the year.

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

Use of Estimates

Use of Estimates

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

Segment Reporting

Segment Reporting

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

Restricted Cash

Restricted Cash

Restricted cash is recorded in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets. Restricted cash as of December 31, 2022 consists primarily of advanced funds for which costs have yet to be incurred related to the Company’s international services agreements, as discussed in the “International Agreements” section which follows.

 

 

March 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

54,761

 

 

$

79,196

 

Restricted cash, included in prepaid expenses and other current assets

 

 

 

 

 

3,124

 

Total cash, cash equivalents and restricted cash

 

$

54,761

 

 

$

82,320

 

Share Repurchase Programs and Treasury Stock

Share Repurchase Programs and Treasury Stock

From time to time, the Company’s Board of Directors (the “Board”) may authorize share repurchases of common stock. Shares repurchased under Board authorizations are currently held in treasury for general corporate purposes. The Company accounts for treasury stock on the trade date under the cost method. Treasury stock at March 31, 2023 and December 31, 2022 is reflected within stockholders’ deficit. See further discussion of the Company’s share repurchase programs in Note 10–Stockholders’ Deficit.

Revenue Recognition

Revenue Recognition

Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products. For single-day tickets, the Company recognizes revenue at a point in time, upon admission to the park. Annual passes, season passes, or other multi-day or multi-park passes allow guests access to specific parks over a specified time period. For these pass and multi-use products, revenue is deferred and recognized over the terms of the admission product based on estimated redemption rates for similar products and is adjusted periodically. The Company estimates redemption rates using historical and forecasted attendance trends by park for similar products. Attendance trends factor in seasonality and are adjusted based on actual trends periodically. These estimated redemption rates impact the timing of when revenue is recognized on these products. Actual results could materially differ from these estimates based on actual attendance patterns. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For pass products purchased on an installment plan that have met their initial commitment period and have transitioned to a month-to-month basis, monthly charges are recognized as revenue as payments are received each month. For certain multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park.

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

Deferred revenue primarily includes revenue associated with pass products, admission or in-park products or services with a future intended use date and contract liability balances related to licensing and international agreements collected in advance of the Company satisfying its performance obligations and is expected to be recognized in future periods. At March 31, 2023 and December 31, 2022, the long-term portion of deferred revenue included in other liabilities in the accompanying unaudited condensed consolidated balance sheets primarily relates to the Company’s international agreements, as discussed in the following section.

The following table reflects the Company’s deferred revenue balance as of March 31, 2023 and December 31, 2022:

 

 

March 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

227,605

 

 

$

183,772

 

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

 

 

14,806

 

 

 

14,237

 

Deferred revenue, short-term portion

 

$

212,799

 

 

$

169,535

 

 

 

 

 

 

 

 

The Company estimates approximately $75.4 million of the deferred revenue, short term portion, balance outstanding as of December 31, 2022 was recognized as revenue during the three months ended March 31, 2023. For certain admission products, the Company estimated timing of redemption using average historical redemption rates.

International Agreements

The Company has previously received $10.0 million in deferred revenue which is recorded in other liabilities related to a nonrefundable payment received from a partner in connection with a project in the Middle East to provide certain services pertaining to the planning and design of SeaWorld Abu Dhabi, a marine life theme park on Yas Island (the “Middle East Project”), with funding received expected to offset internal expenses. The Middle East Project is on track with the park scheduled to open in May 2023. The Company also receives additional funds from its partner related to agreed-upon services and reimbursements of costs incurred by the Company on behalf of the Middle East Project (the “Middle East Services Agreements”).

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

As a result of the Middle East Project, approximately $0.6 million and $0.5 million of costs incurred by the Company are recorded in prepaid expenses and other current assets as of March 31, 2023 and December 31, 2022, respectively, and approximately $11.7 million and $11.2 million of other related costs incurred are recorded in other assets in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively. Separately, deferred revenue of approximately $0.7 million and $0.6 million is recorded in deferred revenue as of March 31, 2023 and December 31, 2022, respectively, and approximately $14.5 million and $14.2 million of long-term deferred revenue is recorded in other liabilities in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively, related to the Middle East Project, which includes the $10.0 million nonrefundable payment previously discussed for each period.

As a result of the Middle East Services Agreements, approximately $2.0 million of costs incurred by the Company are recorded in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets as December 31, 2022. Separately, deferred revenue of approximately $0.9 million and $5.1 million is recorded in deferred revenue in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively.

Recently Issued Accounting Pronouncements

The Company reviews new accounting pronouncements as they are issued or proposed by the Financial Accounting Standards Board (“FASB”). There are no recent accounting pronouncements or recently implemented accounting standards that are expected to have a material impact on the Company’s unaudited condensed consolidated financial statements or disclosures.

v3.23.1
Description of the Business and Basis of Presentation (Tables)
3 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
Schedule Of Cash Cash Equivalents And Restricted Cash

Restricted cash is recorded in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets. Restricted cash as of December 31, 2022 consists primarily of advanced funds for which costs have yet to be incurred related to the Company’s international services agreements, as discussed in the “International Agreements” section which follows.

 

 

March 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

54,761

 

 

$

79,196

 

Restricted cash, included in prepaid expenses and other current assets

 

 

 

 

 

3,124

 

Total cash, cash equivalents and restricted cash

 

$

54,761

 

 

$

82,320

 

Deferred Revenue Balances

The following table reflects the Company’s deferred revenue balance as of March 31, 2023 and December 31, 2022:

 

 

March 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

227,605

 

 

$

183,772

 

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

 

 

14,806

 

 

 

14,237

 

Deferred revenue, short-term portion

 

$

212,799

 

 

$

169,535

 

 

 

 

 

 

 

 

v3.23.1
Loss per Share (Tables)
3 Months Ended
Mar. 31, 2023
Loss Per Share [Abstract]  
Schedule of Loss per Share

Loss per share is computed as follows:

 

 

For the Three Months Ended March 31,

 

 

 

 

2023

 

 

2022

 

 

 

 

Net Loss

 

 

Shares

 

 

Per
Share
Amount

 

 

Net Loss

 

 

Shares

 

 

Per
Share
Amount

 

 

 

 

(In thousands, except per share amounts)

 

 

Basic loss per share

 

$

(16,467

)

 

 

63,978

 

 

$

(0.26

)

 

$

(8,987

)

 

 

75,624

 

 

$

(0.12

)

 

Effect of dilutive incentive-based awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted loss per share

 

$

(16,467

)

 

 

63,978

 

 

$

(0.26

)

 

$

(8,987

)

 

 

75,624

 

 

$

(0.12

)

 

v3.23.1
Other Accrued Liabilities (Tables)
3 Months Ended
Mar. 31, 2023
Payables and Accruals [Abstract]  
Schedule of Other Accrued Liabilities

Other accrued liabilities at March 31, 2023 and December 31, 2022, consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(In thousands)

 

Accrued interest

 

$

13,347

 

 

$

18,483

 

Accrued taxes

 

 

7,134

 

 

 

3,284

 

Self-insurance reserve

 

 

8,623

 

 

 

8,608

 

Other

 

 

16,731

 

 

 

16,539

 

Total other accrued liabilities

 

$

45,835

 

 

$

46,914

 

v3.23.1
Long-Term Debt (Tables)
3 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
Summary of Long-Term Debt, Net

Long-term debt, net, as of March 31, 2023 and December 31, 2022 consisted of the following:

 

 

March 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(In thousands)

 

Term B Loans (effective interest rate of 7.88% and 7.44% at March 31, 2023 and December 31, 2022 respectively)

 

$

1,182,000

 

 

$

1,185,000

 

Senior Notes due 2029 (interest rate of 5.25%)

 

 

725,000

 

 

 

725,000

 

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

 

 

227,500

 

 

 

227,500

 

Total long-term debt

 

 

2,134,500

 

 

 

2,137,500

 

    Less: unamortized discounts and debt issuance costs

 

 

(24,899

)

 

 

(26,441

)

    Less: current maturities

 

 

(12,000

)

 

 

(12,000

)

Total long-term debt, net

 

$

2,097,601

 

 

$

2,099,059

 

Summary of Long-Term Debt Repayable

Long-term debt at March 31, 2023 is repayable as follows and does not include the impact of any future voluntary prepayments:

 

Years Ending December 31,

 

(In thousands)

 

Remainder of 2023

 

$

9,000

 

2024

 

 

12,000

 

2025

 

 

239,500

 

2026

 

 

12,000

 

2027

 

 

12,000

 

Thereafter

 

 

1,850,000

 

Total

 

$

2,134,500

 

v3.23.1
Fair Value Measurements (Tables)
3 Months Ended
Mar. 31, 2023
Fair Value Disclosures [Abstract]  
Schedule of Estimated Fair Value Measurements and Related Classifications for Liabilities Measured on a Recurring Basis

The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of March 31, 2023.

 

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)

 

 

2023

 

Liabilities:

(In thousands)

 

Long-term obligations (a)

$

866,425

 

 

$

1,182,000

 

 

$

 

 

$

2,048,425

 

 

(a) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $12.0 million and long-term debt, net, of $2.098 billion as of March 31, 2023.

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, 2022:

 

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)

 

 

2022

 

Liabilities:

(In thousands)

 

Long-term obligations (a)

$

873,675

 

 

$

1,185,000

 

 

$

 

 

$

2,058,675

 

(a) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $12.0 million and long-term debt, net, of $2.099 billion as of December 31, 2022.

v3.23.1
Equity-Based Compensation (Tables)
3 Months Ended
Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Schedule of Equity Compensation Expense

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

 

 

For the Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

 

 

(In thousands)

 

Equity compensation expense included in operating expenses

 

$

534

 

 

$

1,965

 

Equity compensation expense included in selling, general and administrative expenses

 

 

3,948

 

 

 

5,017

 

Total equity compensation expense

 

$

4,482

 

 

$

6,982

 

 

v3.23.1
Description of the Business and Basis of Presentation - Additional Information (Detail)
$ in Thousands
3 Months Ended
Mar. 31, 2023
USD ($)
Business
Segment
Dec. 31, 2022
USD ($)
Business Description And Basis Of Presentation [Line Items]    
Number of theme parks owned and operated | Business 12  
Number of reportable segment | Segment 1  
Deferred revenue recognized $ 75,400  
Long-term deferred revenue 14,806 $ 14,237
Middle East Project [Member]    
Business Description And Basis Of Presentation [Line Items]    
Deferred costs incurred under Middle East Project 11,700 11,200
Deferred revenue 700 600
Middle East Project [Member] | Middle East Services Agreements [Member]    
Business Description And Basis Of Presentation [Line Items]    
Deferred revenue 900 5,100
Middle East Project [Member] | Other Liabilities [Member]    
Business Description And Basis Of Presentation [Line Items]    
Long-term deferred revenue 10,000 10,000
Deferred revenue, long-term 14,500 14,200
Middle East Project [Member] | Prepaid Expenses and Other Current Assets [Member]    
Business Description And Basis Of Presentation [Line Items]    
Deferred costs incurred under Middle East Project $ 600 500
Middle East Project [Member] | Prepaid Expenses and Other Current Assets [Member] | Middle East Services Agreements [Member]    
Business Description And Basis Of Presentation [Line Items]    
Deferred costs incurred under Middle East Project   $ 2,000
v3.23.1
Description of the Business and Basis of Presentation - Summary of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($)
$ in Thousands
Mar. 31, 2023
Dec. 31, 2022
Mar. 31, 2022
Dec. 31, 2021
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract]        
Cash and cash equivalents $ 54,761 $ 79,196    
Restricted cash, included in prepaid expenses and other current assets   $ 3,124    
Restricted cash, current, asset, statement of financial position [extensible list]   Prepaid expenses and other current assets    
Total cash, cash equivalents and restricted cash $ 54,761 $ 82,320 $ 380,612 $ 444,486
v3.23.1
Description of the Business and Basis of Presentation - Deferred Revenue Balances (Detail) - USD ($)
$ in Thousands
Mar. 31, 2023
Dec. 31, 2022
Deferred Revenue Disclosure [Abstract]    
Deferred revenue, including long-term portion $ 227,605 $ 183,772
Less: Deferred revenue, long-term portion, included in other liabilities 14,806 14,237
Deferred revenue, short-term portion $ 212,799 $ 169,535
v3.23.1
Loss per Share - Schedule of Loss per Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Earnings Per Share [Abstract]    
Basic loss per share $ (16,467) $ (8,987)
Diluted loss per share $ (16,467) $ (8,987)
Basic loss, shares 63,978 75,624
Diluted loss, shares 63,978 75,624
Loss per share, basic $ (0.26) $ (0.12)
Loss per share, diluted $ (0.26) $ (0.12)
v3.23.1
Loss per Share - Additional Information (Detail) - shares
3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Loss Per Share [Line Items]    
Potentially dilutive securities excluded from computation of loss per share 1,225,000 1,555,000
Performance-vesting Restricted Stock Awards [Member]    
Loss Per Share [Line Items]    
Contingently issuable shares excluded from the calculation of diluted loss per share 610,000 1,057,000
v3.23.1
Income Taxes - Additional Information (Detail) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Income Tax Disclosure [Line Items]      
Effective tax rate 33.30% 41.40%  
Income tax rate at federal statutory rates 21.00% 21.00%  
Percentage of corporate alternative minimum tax 15.00%    
Percentage of excise tax on stock repurchases 1.00%    
State Tax Credit Carry Forwards [Member]      
Income Tax Disclosure [Line Items]      
Deferred tax assets, valuation allowance $ 4.6   $ 4.6
v3.23.1
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Detail) - USD ($)
$ in Thousands
Mar. 31, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Accrued interest $ 13,347 $ 18,483
Accrued taxes 7,134 3,284
Self-insurance reserve 8,623 8,608
Other 16,731 16,539
Total other accrued liabilities $ 45,835 $ 46,914
v3.23.1
Other Accrued Liabilities - Additional Information (Detail) - USD ($)
$ in Millions
Mar. 31, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Certain contractual obligations from temporary COVID-19 park closures $ 10.9 $ 10.9
v3.23.1
Long-Term Debt - Summary of Long-Term Debt, Net (Detail) - USD ($)
$ in Thousands
Mar. 31, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Long-term debt $ 2,134,500 $ 2,137,500
Less: unamortized discounts and debt issuance costs (24,899) (26,441)
Less: current maturities (12,000) (12,000)
Total long-term debt, net 2,097,601 2,099,059
Senior Notes [Member]    
Debt Instrument [Line Items]    
Long-term debt 725,000 725,000
Term B Loans [Member]    
Debt Instrument [Line Items]    
Long-term debt 1,182,000 1,185,000
First-Priority Senior Secured Notes [Member]    
Debt Instrument [Line Items]    
Long-term debt $ 227,500 $ 227,500
v3.23.1
Long-Term Debt - Summary of Long-Term Debt, Net (Parenthetical) (Detail)
Mar. 31, 2023
Dec. 31, 2022
Aug. 25, 2021
Senior Notes [Member]      
Debt Instrument [Line Items]      
Debt instrument interest rate percentage 5.25% 5.25% 5.25%
Term B Loans [Member]      
Debt Instrument [Line Items]      
Debt instrument interest rate effective percentage 7.88% 7.44%  
First-Priority Senior Secured Notes [Member]      
Debt Instrument [Line Items]      
Debt instrument interest rate percentage 8.75% 8.75%  
v3.23.1
Long-Term Debt - Additional Information (Detail) - USD ($)
$ in Millions
3 Months Ended
Jun. 09, 2022
Aug. 25, 2021
Apr. 30, 2020
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Debt Instrument [Line Items]            
Outstanding letters of credit       $ 18.4    
Senior Secured Credit Facilities [Member]            
Debt Instrument [Line Items]            
Debt Instrument Redemption Description   In addition, the Senior Secured Credit Facilities require the Company to prepay outstanding term loan borrowings, subject to certain exceptions, with:-50% (which percentage will be reduced to 25% and 0% if the Company satisfies certain net first lien senior secured leverage ratios) of annual excess cash flow, as defined under the Senior Secured Credit Facilities;-100% of the net cash proceeds of all non-ordinary course asset sales or other non-ordinary course dispositions of property, in each case subject to certain exceptions and reinvestment rights;-100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the Senior Secured Credit Facilities.        
Letter of credit participation fees       0.125%    
Cash paid for interest       $ 40.0 $ 27.6  
Senior Notes [Member]            
Debt Instrument [Line Items]            
Debt instrument, maturity date   Aug. 15, 2029        
Senior debt   $ 725.0        
Debt instrument interest rate percentage   5.25%   5.25%   5.25%
Debt Instrument Redemption Description   On or after August 15, 2024, SEA may redeem the Senior Notes, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on August 15 of the years as follows: (i) in 2024 at 102.625%; (ii) in 2025 at 101.313%; and (iii) in 2026 and thereafter at 100%. In addition, prior to August 15, 2024, SEA may redeem the Senior Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus the “Applicable Premium” and accrued and unpaid interest, if any, to, but excluding, the redemption date. Notwithstanding the foregoing, subject to the provisions set forth in the Indenture, at any time and from time to time on or prior to August 15, 2024, SEA may redeem in the aggregate up to 40% of the original aggregate principal amount of the Senior Notes (calculated after giving effect to any issuance of additional Senior Notes) in an aggregate amount equal to the net cash proceeds of one or more equity offerings at a redemption price equal to 105.250%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Additionally, upon the occurrence of specified change of control events, each holder will have the right to require SEA to repurchase all or any part of such holder’s notes at a purchase price in cash equal to 101%.        
Interest accrue on senior notes   5.25%        
Redemption percentage   100.00%        
Initial aggregate principal amount, allowable redeemable percentage   40.00%        
Equity offerings at redemption price   105.25%        
Percentage Of notes redeemable after change of control   101.00%        
Senior Notes [Member] | Debt Instrument Redemption Period One [Member]            
Debt Instrument [Line Items]            
Redemption percentage   102.625%        
Senior Notes [Member] | Debt Instrument, Redemption, Period Two            
Debt Instrument [Line Items]            
Redemption percentage   101.313%        
Senior Notes [Member] | Debt Instrument, Redemption, Period Three            
Debt Instrument [Line Items]            
Redemption percentage   100.00%        
First-Priority Senior Secured Notes [Member]            
Debt Instrument [Line Items]            
Debt instrument, maturity date     May 01, 2025      
Debt instrument interest rate percentage     8.75%      
Debt Instrument Redemption Description     SEA may redeem the First-Priority Senior Secured Notes at its option, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on May 1 of the years as follows: (i) in 2022 at 104.375%; (ii) in 2023 at 102.188%; and (iii) in 2024 and thereafter at 100%. SEA may also redeem in the aggregate (at a redemption price expressed as a percentage of principal amount thereof): (i) 100% of the First-Priority Senior Secured Notes after certain events constituting a change of control at a redemption price of 101%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date and (ii) up to 40% of the original aggregate principal amount of the First-Priority Senior Secured Notes with amounts equal to the net cash proceeds of certain equity offerings at a redemption price of 108.750%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.      
Percentage of interest in subsidiary     100.00%      
First-Priority Senior Secured Notes [Member] | Debt Instrument Redemption Period One [Member]            
Debt Instrument [Line Items]            
Redemption percentage     104.375%      
First-Priority Senior Secured Notes [Member] | Debt Instrument, Redemption, Period Two            
Debt Instrument [Line Items]            
Redemption percentage     102.188%      
First-Priority Senior Secured Notes [Member] | Debt Instrument, Redemption, Period Three            
Debt Instrument [Line Items]            
Redemption percentage     100.00%      
Revolving Credit Facility [Member]            
Debt Instrument [Line Items]            
Incremental amendment to revolving facility commitments $ 5.0          
Long term debt, outstanding amount       $ 371.6    
Revolving Credit Facility [Member] | Senior Secured Credit Facilities [Member]            
Debt Instrument [Line Items]            
Debt instrument, maturity date   Aug. 25, 2026        
Aggregate principal amount $ 390.0 $ 385.0        
Commitment fee payable by the company       0.50%    
Restrictive Covenants [Member]            
Debt Instrument [Line Items]            
Total net leverage ratio not to be exceeded       425.00%    
Restrictive Covenants [Member] | Debt Agreement [Member]            
Debt Instrument [Line Items]            
Total net leverage ratio, as calculated       271.00%    
Maximum [Member] | Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member]            
Debt Instrument [Line Items]            
Credit facility agreement maximum required first lien secured leverage ratio       625.00%    
Excludable letters of credit under maximum required first lien secured leverage ratio       $ 30.0    
Minimum [Member] | Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member]            
Debt Instrument [Line Items]            
Credit facility agreement maximum required first lien secured leverage ratio       100.00%    
Minimum percentage of funded loan and letters of credit for covenant to apply       35.00%    
Restatement Agreement [Member] | Maximum [Member]            
Debt Instrument [Line Items]            
Senior secured financing   1,585.0        
Term B Loans [Member]            
Debt Instrument [Line Items]            
Aggregate principal amount drawn   $ 1,200.0        
Debt instrument, maturity date   Aug. 25, 2028        
Term B Loans [Member] | Senior Secured Credit Facilities [Member]            
Debt Instrument [Line Items]            
Debt Instrument Redemption Description       Borrowings under the Term B Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) a base rate equal to the higher of (a) the federal funds rate plus 1/2 of 1%, (b) the rate of interest quoted in the print edition of the Wall Street Journal Money Rates Section as the prime rate as in effect from time to time and (c) one-month Adjusted LIBOR plus 1% per annum (provided that in no event shall such ABR rate with respect to the Term B Loans be less than 1.50% per annum) (“ABR”), in each case, plus an applicable margin of 2.00% or (ii) a LIBOR rate for the applicable interest period (provided that in no event shall such LIBOR rate with respect to the Term B Loans be less than 0.50% per annum) (“LIBOR”) plus an applicable margin of 3.00%.    
Amortization Payments of Term Loan   0.25%        
Revolving Loans [Member] | Senior Secured Credit Facilities [Member]            
Debt Instrument [Line Items]            
Debt Instrument Redemption Description       Borrowings under the Revolving Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) ABR (provided that in no event shall such ABR rate with respect to the Revolving Loans be less than 1.00% per annum) plus an applicable margin equal to 1.75% or (ii) LIBOR (provided that in no event shall such LIBOR rate with respect to the Revolving Loans be less than 0.00%) plus an applicable margin of 2.75%. The applicable margin for borrowings of Revolving Loans are subject to one 25 basis point step-down upon achievement by the Company of certain corporate credit ratings.    
Redemption Price One [Member] | First-Priority Senior Secured Notes [Member]            
Debt Instrument [Line Items]            
Redemption percentage     101.00%      
Redemption Price Two [Member] | First-Priority Senior Secured Notes [Member]            
Debt Instrument [Line Items]            
Redemption percentage     108.75%      
v3.23.1
Long-Term Debt - Summary of Long-Term Debt Repayable (Detail) - USD ($)
$ in Thousands
Mar. 31, 2023
Dec. 31, 2022
Maturities of Long-Term Debt [Abstract]    
Remainder of 2023 $ 9,000  
2024 12,000  
2025 239,500  
2026 12,000  
2027 12,000  
Thereafter 1,850,000  
Long-term debt $ 2,134,500 $ 2,137,500
v3.23.1
Fair Value Measurements - Additional Information (Detail) - USD ($)
Mar. 31, 2023
Dec. 31, 2022
Fair Value Disclosures [Abstract]    
Assets measured at fair value $ 0 $ 0
v3.23.1
Fair Value Measurements - Schedule of Estimated Fair Value Measurements and Related Classifications for Liabilities Measured on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($)
$ in Thousands
Mar. 31, 2023
Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Long-term obligations $ 2,048,425 $ 2,058,675
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Long-term obligations 866,425 873,675
Significant Other Observable Inputs (Level 2) [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Long-term obligations $ 1,182,000 $ 1,185,000
v3.23.1
Fair Value Measurements - Schedule of Estimated Fair Value Measurements and Related Classifications for Liabilities Measured on a Recurring Basis (Parenthetical) (Detail) - USD ($)
$ in Thousands
Mar. 31, 2023
Dec. 31, 2022
Fair Value Disclosures [Abstract]    
Current maturities of long-term debt $ 12,000 $ 12,000
Total long-term debt, net $ 2,097,601 $ 2,099,059
v3.23.1
Commitments and Contingencies - Additional Information (Detail)
$ in Millions
3 Months Ended
Mar. 31, 2023
USD ($)
SharesAtIssue
Loss Contingencies [Line Items]  
Number of shares at issue in legal matter | SharesAtIssue 300,000
License agreement term, description Pursuant to the License Agreement with Sesame Workshop, the Company pays a specified annual license fee, as well as a specified royalty based on revenues earned in connection with sales of licensed products, all food and beverage items utilizing the licensed elements and any events utilizing such elements if a separate fee is paid for such event. The Company’s principal commitments pursuant to the License Agreement include, among other items, the opening of a second standalone park (“Standalone Park”) (the Company opened the Standalone Park in San Diego on March 26, 2022) and minimum annual capital and marketing thresholds. After the opening of the second Standalone Park (counting the existing Sesame Place Standalone Park in Langhorne, Pennsylvania), SEA has the option to build additional Standalone Parks in the Sesame Territory within agreed upon timelines. The License Agreement has an initial term through December 31, 2031, with an automatic additional 15-year extension plus a five-year option added to the term of the License Agreement from December 31st of the year of each new Standalone Park opening. As of March 31, 2023, the Company estimates the combined remaining liabilities and obligations for the License Agreement commitments could be up to approximately $25.0 million over the remaining term of the agreement. See further discussion concerning royalty payments for the year 2021 in the "Sesame Workshop Arbitration" section above.
Maximum [Member]  
Loss Contingencies [Line Items]  
Combined remaining liabilities and obligations for License Agreement commitments | $ $ 25.0
v3.23.1
Equity-Based Compensation - Schedule of Equity Compensation Expense (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Total equity compensation expense $ 4,482 $ 6,982
Operating Expense [Member]    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Total equity compensation expense 534 1,965
Selling, General and Administrative Expenses [Member]    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Total equity compensation expense $ 3,948 $ 5,017
v3.23.1
Equity-Based Compensation - Additional Information (Detail)
3 Months Ended
Mar. 31, 2023
shares
Bonus Performance Restricted Units [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Performance restricted units vested 20,000
Long Term Incentive Options [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Vesting period 3 years
Award vesting terms one-third vesting on each anniversary of the date of grant
Omnibus Incentive Plan [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Common stock reserved for future issuance 15,000,000.0
Shares available for future issuance 7,300,000
2023 Long-Term Incentive Plan Below Threshold Performance [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Vesting percentage, per year 0.00%
Percentage of units earned 50.00%
2023 Long-Term Incentive Plan Maximum Performance [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Vesting percentage, per year 150.00%
v3.23.1
Stockholders' Deficit - Additional Information (Detail) - USD ($)
3 Months Ended
May 04, 2023
Mar. 31, 2022
Mar. 31, 2023
Dec. 31, 2022
Aug. 31, 2022
Mar. 10, 2022
Dec. 31, 2021
Stockholders Equity [Line Items]              
Common stock, shares issued     96,496,784 96,287,771      
Treasury stock, shares     32,376,539 32,376,539      
Share Repurchase Program [Member]              
Stockholders Equity [Line Items]              
Share Repurchase Programs, authorized amount         $ 250,000,000.0    
Share Repurchase Program, remaining authorized repurchase amount     $ 56,400,000        
Share Repurchase Program [Member] | Subsequent Event [Member]              
Stockholders Equity [Line Items]              
Stock Repurchase Program, number of shares repurchased 235,000            
Stock repurchases under Share Repurchase Program $ 13,900,000            
Share Repurchase Program, remaining authorized repurchase amount $ 42,400,000            
Former Share Repurchase Program [Member]              
Stockholders Equity [Line Items]              
Share Repurchase Programs, authorized amount   $ 250,000,000.0       $ 250,000,000.0  
Share Repurchase Programs, replenishment of authorized amount           $ 228,200,000  
Stock Repurchase Program, number of shares repurchased   1,535,427          
Stock repurchases under Share Repurchase Program   $ 109,900,000          
Share Repurchase Program, remaining authorized repurchase amount     $ 0        
Common Stock [Member]              
Stockholders Equity [Line Items]              
Common stock, shares issued   95,838,033 96,496,784 96,287,771     95,541,992
Restricted Stock Units [Member]              
Stockholders Equity [Line Items]              
Number of unvested shares     1,214,561