Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 04, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SEAS | |
Entity Registrant Name | SeaWorld Entertainment, Inc. | |
Entity Central Index Key | 0001564902 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 78,211,252 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NYSE | |
Entity File Number | 001-35883 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-1220297 | |
Entity Address, Address Line One | 6240 Sea Harbor Drive | |
Entity Address, City or Town | Orlando | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32821 | |
City Area Code | 407 | |
Local Phone Number | 226-5011 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 192,760 | $ 39,946 |
Accounts receivable, net | 43,358 | 49,728 |
Inventories | 34,627 | 33,163 |
Prepaid expenses and other current assets | 22,976 | 46,312 |
Total current assets | 293,721 | 169,149 |
Property and equipment, at cost | 3,258,218 | 3,209,521 |
Accumulated depreciation | (1,511,468) | (1,476,059) |
Property and equipment, net | 1,746,750 | 1,733,462 |
Goodwill, net | 66,278 | 66,278 |
Trade names/trademarks, net | 157,000 | 157,000 |
Right of use assets-operating leases | 140,101 | 141,438 |
Other intangible assets, net | 526 | 526 |
Deferred tax assets, net | 18,853 | 19,013 |
Other assets, net | 15,165 | 13,652 |
Total assets | 2,438,394 | 2,300,518 |
Current liabilities: | ||
Accounts payable and accrued expenses | 153,971 | 131,503 |
Current maturities of long-term debt, including revolving credit facility of $50,000 as of December 31, 2019 | 15,505 | 65,505 |
Operating lease obligations | 3,925 | 3,896 |
Accrued salaries, wages and benefits | 12,343 | 15,499 |
Deferred revenue | 120,380 | 104,416 |
Other accrued liabilities | 20,625 | 81,841 |
Total current liabilities | 326,749 | 402,660 |
Long-term debt, net, including revolving credit facility of $312,500 as of March 31, 2020 | 1,790,891 | 1,482,619 |
Long-term operating lease obligations | 123,077 | 124,339 |
Deferred tax liabilities, net | 22,061 | 42,773 |
Other liabilities | 39,502 | 37,235 |
Total liabilities | 2,302,280 | 2,089,626 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value—authorized, 100,000,000 shares, no shares issued or outstanding at March 31, 2020 and December 31, 2019 | ||
Common stock, $0.01 par value—authorized, 1,000,000,000 shares; 94,345,017 and 94,044,203 shares issued at March 31, 2020 and December 31, 2019, respectively | 943 | 940 |
Additional paid-in capital | 667,333 | 673,893 |
Accumulated other comprehensive loss | (855) | (1,559) |
Accumulated deficit | (115,998) | (59,479) |
Treasury stock, at cost (16,260,248 and 15,790,463 shares at March 31, 2020 and December 31, 2019, respectively | (415,309) | (402,903) |
Total stockholders’ equity | 136,114 | 210,892 |
Total liabilities and stockholders’ equity | $ 2,438,394 | $ 2,300,518 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Long-term debt | $ 1,816,507 | $ 1,557,883 |
Current maturities of long-term debt | $ 15,505 | $ 65,505 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 94,345,017 | 94,044,203 |
Treasury stock, shares | 16,260,248 | 15,790,463 |
Revolving Credit Facility [Member] | ||
Long-term debt | $ 312,500 | $ 50,000 |
Current maturities of long-term debt | $ 50,000 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net revenues: | ||
Total revenues | $ 153,561 | $ 220,575 |
Costs and expenses: | ||
Cost of food, merchandise and other revenues | 13,104 | 17,213 |
Operating expenses (exclusive of depreciation and amortization shown separately below) | 132,999 | 149,885 |
Selling, general and administrative expenses | 26,954 | 42,764 |
Severance and other separation costs | 65 | 2,566 |
Depreciation and amortization | 38,013 | 39,450 |
Total costs and expenses | 211,135 | 251,878 |
Operating loss | (57,574) | (31,303) |
Other (income) expense, net | (12) | 27 |
Interest expense | 19,153 | 20,797 |
Loss before income taxes | (76,715) | (52,127) |
Benefit from income taxes | (20,196) | (15,107) |
Net loss | (56,519) | (37,020) |
Other comprehensive loss: | ||
Unrealized income (loss) on derivatives, net of tax | 704 | (2,064) |
Comprehensive loss | $ (55,815) | $ (39,084) |
Loss per share: | ||
Net loss per share, basic | $ (0.72) | $ (0.44) |
Net loss per share, diluted | $ (0.72) | $ (0.44) |
Weighted average common shares outstanding: | ||
Basic | 78,213 | 83,354 |
Diluted | 78,213 | 83,354 |
Admissions [Member] | ||
Net revenues: | ||
Total revenues | $ 90,506 | $ 128,913 |
Food, Merchandise and Other [Member] | ||
Net revenues: | ||
Total revenues | $ 63,055 | $ 91,662 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Treasury Stock, at Cost [Member] |
Beginning Balance at Dec. 31, 2018 | $ 265,194 | $ 934 | $ 663,834 | $ (148,955) | $ 2,284 | $ (252,903) |
Beginning Balance, shares at Dec. 31, 2018 | 93,400,929 | |||||
Equity-based compensation | 3,198 | 3,198 | ||||
Unrealized income (loss) on derivatives, net of tax | (2,064) | (2,064) | ||||
Vesting of restricted shares | $ 4 | (4) | ||||
Vesting of restricted shares, shares | 440,646 | |||||
Shares withheld for tax withholdings | (3,606) | $ (1) | (3,605) | |||
Shares withheld for tax withholdings, shares | (132,886) | |||||
Exercise of stock options | 715 | 715 | ||||
Exercise of stock options, shares | 39,928 | |||||
Adjustments to previous dividend declarations | 3 | 3 | ||||
Net income (Loss) | (37,020) | (37,020) | ||||
Ending Balance at Mar. 31, 2019 | 226,420 | $ 937 | 664,141 | (185,975) | 220 | (252,903) |
Ending Balance, shares at Mar. 31, 2019 | 93,748,617 | |||||
Beginning Balance at Dec. 31, 2019 | $ 210,892 | $ 940 | 673,893 | (59,479) | (1,559) | (402,903) |
Beginning Balance, shares at Dec. 31, 2019 | 94,044,203 | 94,044,203 | ||||
Equity-based compensation | $ (3,601) | (3,601) | ||||
Unrealized income (loss) on derivatives, net of tax | 704 | 704 | ||||
Vesting of restricted shares | $ 4 | (4) | ||||
Vesting of restricted shares, shares | 410,807 | |||||
Shares withheld for tax withholdings | (3,160) | $ (1) | (3,159) | |||
Shares withheld for tax withholdings, shares | (121,089) | |||||
Exercise of stock options | 203 | 203 | ||||
Exercise of stock options, shares | 11,096 | |||||
Adjustments to previous dividend declarations | 1 | 1 | ||||
Repurchase of treasury shares | (12,406) | (12,406) | ||||
Net income (Loss) | (56,519) | (56,519) | ||||
Ending Balance at Mar. 31, 2020 | $ 136,114 | $ 943 | $ 667,333 | $ (115,998) | $ (855) | $ (415,309) |
Ending Balance, shares at Mar. 31, 2020 | 94,345,017 | 94,345,017 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Repurchase of treasury shares, shares | 469,785 | |
Accumulated Other Comprehensive (Loss) Income [Member] | ||
Unrealized loss on derivatives, tax (benefit) expense | $ 254 | $ (744) |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (56,519) | $ (37,020) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 38,013 | 39,450 |
Amortization of debt issuance costs and discounts | 822 | 899 |
Deferred income tax benefit | (20,805) | (16,606) |
Equity-based compensation | (3,601) | 3,198 |
Other, including loss on sale or disposal of assets, net | (594) | 45 |
Changes in assets and liabilities: | ||
Accounts receivable | 7,005 | (2,329) |
Inventories | (1,459) | (6,964) |
Prepaid expenses and other current assets | (9,586) | (628) |
Accounts payable and accrued expenses | 13,720 | 1,715 |
Accrued salaries, wages and benefits | (3,156) | (1,737) |
Deferred revenue | 25,875 | 51,697 |
Other accrued liabilities | (28,349) | 5,498 |
Right of use assets and operating lease obligations | 133 | 128 |
Other assets and liabilities | (2,266) | 342 |
Net cash (used in) provided by operating activities | (40,767) | 37,688 |
Cash Flows From Investing Activities: | ||
Capital expenditures | (49,249) | (47,937) |
Other investing activities | 50 | |
Net cash used in investing activities | (49,249) | (47,887) |
Cash Flows From Financing Activities: | ||
Repayments of long-term debt | (3,876) | (3,877) |
Proceeds from draws on revolving credit facility | 272,500 | 55,000 |
Repayments of revolving credit facility | (10,000) | (20,000) |
Purchase of treasury stock | (12,406) | |
Payment of tax withholdings on equity-based compensation through shares withheld | (3,160) | (3,606) |
Exercise of stock options | 203 | 715 |
Debt issuance costs | (234) | |
Other financing activities | (208) | (226) |
Net cash provided by financing activities | 242,819 | 28,006 |
Change in Cash and Cash Equivalents, including Restricted Cash | 152,803 | 17,807 |
Cash and Cash Equivalents, including Restricted Cash—Beginning of period | 40,925 | 35,007 |
Cash and Cash Equivalents, including Restricted Cash—End of period | 193,728 | 52,814 |
Supplemental Disclosure of Noncash Investing and Financing Activities | ||
Capital expenditures in accounts payable | 41,208 | 49,620 |
Right-of-use assets obtained in exchange for financing lease obligations | $ 208 | $ 1,230 |
Description of the Business and
Description of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of the Business and Basis of Presentation | 1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Description of the Business SeaWorld Entertainment, Inc., through its wholly-owned subsidiary, SeaWorld Parks & Entertainment, Inc. (“SEA”) (collectively, the “Company”), owns and operates twelve theme parks within the United States. The Company operates SeaWorld theme parks in Orlando, Florida; San Antonio, Texas; and San Diego, California; and Busch Gardens theme parks in Tampa, Florida; and Williamsburg, Virginia. The Company operates water park attractions in Orlando, Florida (Aquatica); San Antonio, Texas (Aquatica); San Diego, California (Aquatica); Tampa, Florida (Adventure Island); and Williamsburg, Virginia (Water Country USA). The Company also operates a reservations-only theme park in Orlando, Florida (Discovery Cove) and a seasonal park in Langhorne, Pennsylvania (Sesame Place). Impact of Global COVID-19 Pandemic In response to the global COVID-19 pandemic, and in compliance with government restrictions, the Company has temporarily closed all of its theme parks, effective March 16, 2020. The Company continues to monitor guidance from federal, state and local authorities to determine when it can reopen its parks. The COVID-19 pandemic and resulting park closures has had, and is likely to continue to have, a material impact on the Company’s results from operations. Federal, state and local governments have taken unprecedented measures to prevent the spread of COVID-19 in the population, including severe restrictions on social gatherings. Since the global COVID-19 pandemic has begun, the Company has taken proactive measures for the safety of its guests, employees and animals, to appropriately manage costs and expenditures, and to provide liquidity in response to the temporary park closures related to COVID-19. Some of these measures included, but are not limited to, (i) increased its revolving credit commitments on March 10th and subsequently borrowed the remaining available amount; (ii) furloughed approximately 95% of its current employees; (iii) reduced executive officers’ base salary by 20% until the theme parks substantially resume normal operations; (iv) eliminated and/or deferred all non-essential operating expenses at both park and corporate; (v) eliminated substantially all advertising and marketing spend; (vi) substantially reduced or deferred all capital expenditures starting in March 2020 (other than minimal essential capital expenditures); (vii) working with its vendors and other business partners to manage, defer, and/or abate certain costs during the disruptions caused by the COVID-19 pandemic; (viii) extended expiration dates on certain pass and other products; (ix) implemented a formal daily review and approval for all payments and cash disbursements; (x) entered into an amendment to its existing senior secured credit facilities to amend its financial covenants; and (xi) issued first-priority senior secured notes to obtain additional liquidity (s ee Note 6–Long-Term Debt for details). Additionally, the Company has established a dedicated team tasked with developing and ultimately executing on a reopening plan. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2019 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. In the opinion of management, such unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations for the year ending December 31, 2020 or any future period due to the seasonal nature of the Company’s operations. Based upon historical results, the Company typically generates its highest revenues in the second and third quarters of each year and incurs a net loss in the first and fourth quarters, in part because seven of its theme parks are only open for a portion of the year. The results of operations for the three months ended March 31, 2020 were materially impacted by the global COVID-19 pandemic which ultimately led to temporary park closures effective on March 16, 2020. The timing of these park closures fell during historically high volume spring break weeks for most of the Company’s parks. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including SEA. All intercompany accounts have been eliminated in consolidation. Use of Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance, deferred tax assets and liabilities, deferred revenue, equity compensation, the valuation of goodwill and other indefinite-lived intangible assets as well as reviews for potential impairment of assets, including other long-lived assets. Estimates are based on various factors including current and historical trends, as well as other pertinent industry data. The Company regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes. Actual results could differ from those estimates. Based on the uncertainty relating the COVID-19 pandemic, including but not limited to the extent and duration of park closures, potential supply chain disruptions and impact on travel and attendance, the Company is not certain of the ultimate impact the COVID-19 pandemic could have on its estimates, business or results of operations for the year ending December 31, 2020. Segment Reporting The Company maintains discrete financial information for each of its twelve theme parks, which is used by the Chief Operating Decision Maker (“CODM”), identified as the Chief Executive Officer, or equivalent role, as a basis for allocating resources. Each theme park has been identified as an operating segment and meets the criteria for aggregation due to similar economic characteristics. In addition, all of the theme parks provide similar products and services and share similar processes for delivering services. The theme parks have a high degree of similarity in the workforces and target similar consumer groups. Accordingly, based on these economic and operational similarities and the way the CODM monitors and makes decisions affecting the operations, the Company has concluded that its operating segments may be aggregated and that it has one reportable segment. Restricted Cash Restricted cash is recorded in other current assets in the accompanying unaudited condensed consolidated balance sheets. Restricted cash consists primarily of funds received from strategic partners for use in approved marketing and promotional activities. March 31, December 31, 2020 2019 (In thousands) Cash and cash equivalents $ 192,760 $ 39,946 Restricted cash, included in other current assets 968 979 Total cash, cash equivalents and restricted cash $ 193,728 $ 40,925 Revenue Recognition Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products. For single-day tickets, the Company recognizes revenue at a point in time, upon admission to the park. Annual passes, season passes, or other multi-day or multi-park passes allow guests access to specific parks over a specified time period. For these pass and multi-use products, revenue is deferred and recognized over the terms of the admission product based on estimated redemption rates for similar products and is adjusted periodically. As a result of the temporary park closures due to the global COVID-19 pandemic, the Company has adjusted its estimated redemption patterns to reflect the fact that there is no attendance during the park closures and accordingly the Company is not recognizing revenue from these admission products while the parks are closed. The Company estimates a redemption rate using historical and forecasted growth rates and attendance trends by park for similar products. The Company is evaluating the estimates and assumptions used in its future estimated redemption rates for products once the parks reopen. Attendance trends factor in seasonality and are adjusted based on actual trends periodically. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park. Food, merchandise and other revenue primarily consists of culinary, merchandise and other in-park products and also includes other miscellaneous revenue which is not significant in the periods presented, including revenue related to the Company’s international agreements as discussed below. The Company recognizes revenue for food, merchandise and other in-park products when the related products or services are received by the guests. Certain admission products may also include bundled products at the time of purchase, such as culinary or merchandise items. The Company conducts an analysis of bundled products to identify separate distinct performance obligations that are material in the context of the contract. For those products that are determined to be distinct performance obligations and material in the context of the contract, the Company allocates a portion of the transaction price to each distinct performance obligation using each performance obligation’s standalone price. If the bundled product is related to a pass product and offered over time, revenue will be recognized over time accordingly. Deferred revenue primarily includes revenue associated with pass products, admission or in-park products or services with a future intended use date and contract liability balances related to licensing and international agreements collected in advance of the Company’s performance and expected to be recognized in future periods. As a result of the temporary park closures, t he Company has potential reopening schedules and expected timing of attendance by mix of guests. At March 31, 2020 and December 31, 2019, $10.0 million related to the long-term portion of deferred revenue included in other liabilities in the accompanying unaudited condensed consolidated balance sheets relates to the Company’s international agreement, as discussed in the following section. The Company expects to recognize revenue related to its international agreement over the term of the respective license agreement beginning when substantially all of the services have been performed, which is expected to be upon opening. The following table reflects the Company’s deferred revenue balance as of March 31, 2020 and December 31, 2019: March 31, December 31, 2020 2019 (In thousands) Deferred revenue, including long-term portion $ 133,932 $ 114,416 Less: Deferred revenue, long-term portion, included in other liabilities 13,552 10,000 Deferred revenue, short-term portion $ 120,380 $ 104,416 International Agreements The Company has received $10.0 million in deferred revenue recorded in other liabilities related to a nonrefundable payment received from a partner in connection with a project in the Middle East (the “Middle East Project”) to provide certain services pertaining to the planning and design of the Middle East Project, with funding received expected to offset internal expenses. Approximately $5.3 million and $5.0 million of costs incurred related to the Middle East Project are recorded in other assets in the accompanying unaudited condensed consolidated balance sheet as of March 31, 2020 and December 31, 2019, respectively. The Company has recognized an asset for the costs incurred to fulfill the contract as the costs are specifically identifiable, enhance resources that will be used to satisfy performance obligations in the future and are expected to be recovered. The related deferred revenue and expense will begin to be recognized when substantially all of the services have been performed. The Company continually monitors performance on the contract and will make adjustments, if necessary. The Middle East Project is subject to various conditions, including, but not limited to, the parties completing the design development and there is no assurance that the Middle East Project will be completed or advance to the next stages. In March 2017, the Company entered into certain agreements with an affiliate of ZHG Group, to provide design, support and advisory services for various potential projects and grant certain exclusive rights (collectively, the “ZHG Agreements”). In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed. For the three months ended March 31, 2019, the Company recorded approximately $1.7 million which is included in food, merchandise and other revenue in the accompanying unaudited condensed consolidated statements of comprehensive loss related to the ZHG Agreements. See Note 9–Related-Party Transactions for additional disclosures. Goodwill, Other Indefinite-Lived Intangible Assets and Other Long-Lived Assets As of March 31, 2020, the Company determined that due to the temporary park closures effective March 16, 2020 resulting from the global COVID-19 pandemic, a triggering event had occurred that required an interim impairment review for goodwill and other indefinite-lived intangible assets. The Company performed a qualitative impairment analysis which included certain judgements and assumptions related to the impact of the park closures, potential reopening time frames and expected attendance levels upon reopening and determined that, based on the significant excess fair values over carrying values that previously existed, there was no impairment of goodwill and other indefinite-lived intangible assets as of March 31, 2020. Additionally, using similar assumptions, the Company evaluated certain other long-lived assets, including its right of use assets for impairment and concluded that there was no impairment of other long-lived assets as of March 31, 2020. If the Company’s assumptions, including those around the impact of the global COVID-19 pandemic and its projections of future cash flows and financial performance, as well as the economic outlook are not achieved, the Company may be required to record impairment charges in future periods, whether in connection with the Company’s next annual impairment testing, or on an interim basis, if any such change constitutes a triggering event outside of the quarter when the Company regularly performs its annual impairment test. It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. RECENT ACCOUNTING PRONOUNCEMENTS The Company reviews new accounting pronouncements as they are issued or proposed by the Financial Accounting Standards Board (“FASB”). Recently Implemented Accounting Standards On January 1, 2020, the Company adopted the following Accounting Standards Updates (“ASUs”) which had no material impact on its unaudited condensed consolidated financial statements or disclosures: • ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) , requires the immediate recognition of estimated credit losses expected to occur over the life of financial assets rather than the current incurred loss impairment model that recognizes losses when a probability threshold is met. ASU 2016-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those fiscal years. During 2019, the Company adopted the following ASU: • ASU 2016-02, Leases (Topic 842) : This ASU is intended to provide enhanced transparency and comparability by requiring lessees to record right of use assets and corresponding lease liabilities on the balance sheet. The new guidance required the Company to continue to classify leases as either operating or financing, with classification affecting the pattern of expense recognition in the income statement. The Company was also required to disclose qualitative and quantitative information about leasing arrangements to enable financial statement users to assess the amount, timing and uncertainty of cash flows arising from leases. The Company adopted the ASU using a modified retrospective method that did not require the prior period information to be restated. The ASU also provided a number of optional provisions, known as practical expedients, which companies may elect to adopt to facilitate implementation. The Company elected a package of practical expedients which, among other items, precluded the Company from needing to reassess 1) whether any expired or existing contracts are or contain leases, 2) the lease classification of any expired or existing leases, and 3) initial direct costs for any existing leases. The Company elected not to implement the practical expedient related to hindsight to determine lease terms. Due to the implementation of selected practical expedients, there was no cumulative effect adjustment to beginning retained earnings as of January 1, 2019. During 2019, the Company also adopted the following ASUs which had no material impact on its unaudited condensed consolidated financial statements or disclosures: • ASU 2018-09, Codification Improvements • ASU 2018-13, Fair Value Measurement (Topic 820) • ASU 2018 - 15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract • ASU 2018-16 , Derivatives and Hedging—Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes Recently Issued Accounting Standards The Company is currently evaluating the impact of the following recently issued ASUs: • ASU 2020-04, Reference Rate Reform (Topic 848), provides optional transition guidance to ease the potential accounting burden associated with transitioning away from the London Interbank Offered Rate (“LIBOR”), with optional expedients related to the application of GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. Companies can apply this ASU immediately, but application is through December 31, 2020. The Company is evaluating the impact of LIBOR on its existing contracts and debt, but does not expect that this ASU will have a material impact on its consolidated financial statements or related disclosures. • ASU 2019-12, Simplifying the Accounting for Income Taxes , simplifies various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for the Company beginning January 1, 2021. Early adoption requires adoption of all amendments in the same period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating ASU 2019-12 but does not expect that this ASU will have a material impact on its consolidated financial statements or related disclosures. |
Loss per Share
Loss per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Loss per Share | 3. LOSS PER SHARE Loss per share is computed as follows: For the Three Months Ended March 31, 2020 2019 Net Loss Shares Per Share Amount Net Loss Shares Per Share Amount (In thousands, except per share amounts) Basic loss per share $ (56,519 ) 78,213 $ (0.72 ) $ (37,020 ) 83,354 $ (0.44 ) Effect of dilutive incentive-based awards — — Diluted loss per share $ (56,519 ) 78,213 $ (0.72 ) $ (37,020 ) 83,354 $ (0.44 ) In accordance with the Earnings Per Share Diluted loss per share is determined using the treasury stock method based on the dilutive effect of unvested restricted stock and certain shares of common stock that are issuable upon exercise of stock options. There were approximately 1,700,000 and 1,893,000 potentially dilutive shares excluded from the computation of diluted loss per share during the three months ended March 31, 2020 and 2019, respectively, as their effect would have been anti-dilutive due to the Company’s net loss in those periods. Approximately 1,696,000 and 2,295,000 of the Company’s outstanding performance-vesting restricted awards as of March 31, 2020 and 2019, respectively, are considered contingently issuable shares and are excluded from the calculation of diluted loss per share until the performance measure criteria is met as of the end of the reporting period. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 4. INCOME TAXES Income tax expense or benefit is recognized based on the Company’s estimated annual effective tax rate which is based upon the tax rate expected for the full calendar year applied to the pretax income or loss of the interim period. The Company’s consolidated effective tax rate for the three months ended March 31, 2020 and 2019 was 26.3% and 29.0%, respectively, and differs from th 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. |
Other Accrued Liabilities
Other Accrued Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Payables And Accruals [Abstract] | |
Other Accrued Liabilities | 5. OTHER ACCRUED LIABILITIES Other accrued liabilities at March 31, 2020 and December 31, 2019, consisted of the following: March 31, December 31, 2020 2019 (In thousands) Self-insurance reserve $ 7,488 $ 7,488 Accrued property taxes 2,796 1,189 Accrued interest 1,387 573 Accrued legal settlements — 65,000 Other 8,954 7,591 Total other accrued liabilities $ 20,625 $ 81,841 As of December 31, 2019, accrued legal settlements above is related to a previously disclosed legal settlement which was paid, net of insurance proceeds, during the three months ended March 31, 2020. See further discussion in Note 10–Commitments and Contingencies. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 6. LONG-TERM DEBT Long-term debt, net, as of March 31, 2020 and December 31, 2019 consisted of the following: March 31, December 31, 2020 2019 (In thousands) Term B-5 Loans (effective interest rate of 3.99% and 4.80% at March 31, 2020 and December 31, 2019, respectively) $ 1,504,007 $ 1,507,883 Revolving Credit Facility (effective interest rate of 3.72% and 4.35% at March 31, 2020 and December 31, 2019, respectively) 312,500 50,000 Total long-term debt 1,816,507 1,557,883 Less discounts and debt issuance costs (10,111 ) (9,759 ) Less current maturities (15,505 ) (65,505 ) Total long-term debt, net $ 1,790,891 $ 1,482,619 SEA is the borrower under the senior secured credit facilities, as amended pursuant to a credit agreement (the “Amended Credit Agreement”) dated as of December 1, 2009, as the same may be amended, restated, supplemented or modified from time to time (the “Senior Secured Credit Facilities”). On March 10, 2020, SEA entered into an amendment, Amendment No. 10 (the “Amendment No. 10”) to its Amended Credit Agreement. Pursuant to Amendment No. 10, SEA increased the revolving credit commitments available under the Amended Credit Agreement from $210.0 million to an aggregate of $332.5 million. On April 19, 2020, SEA entered into another amendment, Amendment No. 11, (the “Amendment No. 11”) to its Amended Credit Agreement to amend certain provisions therein. See further discussion in the Restrictive Covenants Senior Secured Credit Facilities As of March 31, 2020, the Senior Secured Credit Facilities consisted of $1.504 billion in Term B-5 Loans which will mature on March 31, 2024 and a $332.5 million revolving credit facility (the “Revolving Credit Facility”), which will mature on October 31, 2023. The outstanding balance on the Revolving Credit Facility as of March 31, 2020 was included in long-term debt and as of December 31, 2019 was included in current maturities of long-term debt in the accompanying unaudited condensed consolidated balance sheets due to the Company’s intent at that time to repay the borrowings. The Term B-5 Loans amortize in equal quarterly installments in an aggregate annual amount equal to 1.015% of the original principal amount of the Term B-5 Loans outstanding on the effective date of October 31, 2018, with the balance payable on the final maturity date. SEA may voluntarily repay amounts outstanding under the Senior Secured Credit Facilities at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. SEA is also required to prepay the outstanding Term B-5 Loans, subject to certain exceptions, under certain circumstances, as defined in the Senior Secured Credit Facilities. As of March 31, 2020, SEA had approximately $19.9 million of outstanding letters of credit and $312.5 million outstanding on its Revolving Credit Facility leaving no remaining amount available for borrowing under the Revolving Credit Facility. Senior Secured Notes On April 30, 2020, SEA closed on a private offering of $227.5 million aggregate principal amount of 8.750% first-priority senior secured notes due 2025 (the “Senior Notes”). Net of expenses related to the offering of the Senior Notes and the Amendment No. 11 to the Credit Agreement, the Company expects to use the proceeds from the issuance of the Senior Notes for working capital and other general corporate purposes. The Senior Notes mature on May 1, 2025 and have interest payment dates of May 1 and November 1 with the first interest payment due on November 1, 2020. On or after May 1, 2022, SEA may redeem the Senior Notes at its option, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on May 1 of the years as follows: (i) in 2022 at 104.375%; (ii) in 2023 at 102.188%; and (iii) in 2024 and thereafter at 100%. Until July 29, 2020, SEA may redeem in the aggregate up to 40% of the original aggregate principal amount of the Senior Notes with amounts equal to the net cash proceeds of any loans received pursuant to a Regulatory Debt Facility at a redemption price (expressed as a percentage of principal amount thereof) of 104.375%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. SEA may also redeem in the aggregate (at a redemption price expressed as a percentage of principal amount thereof): (i) 100% of the Senior Notes after certain events constituting a change of control at a redemption price of 101%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date and (ii) up to 40% of the original aggregate principal amount of the Senior Notes with amounts equal to the net cash proceeds of certain equity offerings at a redemption price of 108.375%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Senior Notes are fully and unconditionally guaranteed by the Company, any subsidiary of the Company that directly or indirectly owns 100% of the issued and outstanding equity interests of the SEA, and subject to certain exceptions, each of SEA’s subsidiaries that guarantees the SEA’s existing senior secured credit facilities. Restrictive Covenants The Senior Secured Credit Facilities contain a number of customary negative covenants. Such covenants, among other things, restrict, subject to certain exceptions, the ability of SEA and its restricted subsidiaries to incur additional indebtedness; make guarantees; create liens on assets; enter into sale and leaseback transactions; engage in mergers or consolidations; sell assets; make fundamental changes; pay dividends and distributions or repurchase SEA’s capital stock; make investments, loans and advances, including acquisitions; engage in certain transactions with affiliates; make changes in the nature of the business; and make prepayments of junior debt. All of the net assets of SEA and its consolidated subsidiaries are restricted and there are no unconsolidated subsidiaries of SEA. The Revolving Credit Facility requires that the Company comply with a springing maximum first lien secured leverage ratio of 6.25x to be tested as of the last day of any fiscal quarter, solely to the extent that on such date the aggregate amount of funded loans and letters of credit (excluding undrawn letters of credit in an amount not to exceed $30.0 million and cash collateralized letters of credit) under the Revolving Credit Facility exceeds an amount equal to 35% of the then outstanding commitments under the Revolving Credit Facility. Pursuant to Amendment No. 11, among other terms, SEA will be exempt from complying with its first lien secured leverage ratio covenant for each of the second, third and fourth quarters of 2020, after which SEA will be required to comply with such covenants starting at the first quarter of 2021. For purposes of calculating compliance with such covenant, unless a Triggering Event occurs (as defined in Amendment No. 11), beginning with the first quarter of 2021, to the extent trailing Adjusted EBITDA (as defined in Amendment No. 11) for the second, third or fourth quarters of 2020 would have otherwise been included in the calculation of such covenant, in lieu of using actual Adjusted EBITDA for such periods, Adjusted EBITDA for such applicable periods will be deemed to be actual Adjusted EBITDA for the corresponding quarter of 2019. As of March 31, 2020, the total net leverage ratio as calculated under the Senior Secured Credit Facilities was 3.89 to 1.00. Long-term debt at March 31, 2020 is repayable as follows and does not include the impact of the Senior Notes which were issued subsequent to March 31, 2020, or the impact of any future voluntary prepayments. The outstanding balance under the Revolving Credit Facility is included below based on the Company’s current intent to repay the borrowings and is subject to change: Years Ending December 31, (In thousands) Remainder of 2020 $ 11,629 2021 328,005 2022 15,505 2023 15,505 Thereafter 1,445,863 Total $ 1,816,507 Interest Rate Swap Agreements As of March 31, 2020, the Company has five interest rate swap agreements (the “Interest Rate Swap Agreements”) which effectively fix the interest rate on the LIBOR-indexed interest payments associated with $1.0 billion of SEA’s outstanding long-term debt. The Interest Rate Swap Agreements became effective on September 30, 2016; have a total notional amount of $1.0 billion; mature on May 14, 2020; require the Company to pay a weighted-average fixed rate of 2.45% per annum; provide that the Company receives a variable rate of interest based upon the greater of 0.75% or the BBA LIBOR; and have interest settlement dates occurring on the last day of March, June, September and December through maturity. SEA designated the Interest Rate Swap Agreements above as qualifying cash flow hedge accounting relationships as further discussed in Note 7–Derivative Instruments and Hedging Activities which follows. Cash paid for interest relating to the Senior Secured Credit Facilities and the Interest Rate Swap Agreements, net of amounts capitalized, as applicable, was $18.3 million and $20.1 million in the three months ended March 31, 2020 and 2019, respectively. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings. The Company does not speculate using derivative instruments. As of March 31, 2020 and December 31, 2019, the Company did not have any derivatives outstanding that were not designated in hedge accounting relationships. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. During the three months ended March 31, 2020 and 2019, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. As of March 31, 2020, the Company has five Interest Rate Swap Agreements, which effectively fix the interest rate on LIBOR-indexed interest payments associated with $1.0 billion of SEA’s outstanding long-term debt until the swaps mature on May 14, 2020. The interest rate swap agreements are designated as cash flow hedges of interest rate risk. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Through the expiration date of May 14, 2020, the Company estimates that an additional $1.2 million will be reclassified as an increase to interest expense. Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the unaudited condensed consolidated balance sheets as of March 31, 2020 and December 31, 2019: Liability Derivatives Liability Derivatives As of March 31, 2020 As of December 31, 2019 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: (In thousands) Interest rate swap agreements Other liabilities $ 1,198 Other liabilities $ 2,156 Total derivatives designated as hedging instruments $ 1,198 $ 2,156 Tabular Disclosure of the Effect of Derivative Instruments on the Statements of Comprehensive Loss The table below presents the pretax effect of the Company’s derivative financial instruments in the unaudited condensed consolidated statements of comprehensive loss for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 Derivatives in Cash Flow Hedging Relationships: (In thousands) Loss recognized in accumulated other comprehensive loss $ (344 ) $ (1,953 ) Gain (loss) reclassified from accumulated other comprehensive loss to interest expense $ 1,302 $ (855 ) Credit Risk-Related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. As of March 31, 2020, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $1.2 million. As of March 31, 2020, the Company has posted no collateral related to these agreements. If the Company had breached any of these provisions at March 31, 2020, it could have been required to settle its obligations under the agreements at their termination value of $1.2 million. Changes in Accumulated Other Comprehensive Loss The following table reflects the changes in accumulated other comprehensive loss for the three months ended March 31, 2020, net of tax: Accumulated other comprehensive loss (In thousands) (Losses) Gains on Cash Flow Hedges Accumulated other comprehensive loss at December 31, 2019 $ (1,559 ) Other comprehensive loss before reclassifications (253 ) Amounts reclassified from accumulated other comprehensive loss to interest expense 957 Unrealized gain on derivatives, net of tax 704 Accumulated other comprehensive loss at March 31, 2020 $ (855 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. FAIR VALUE MEASUREMENTS Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement is required to be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity. The standard describes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices for identical instruments in active markets. Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company has determined that the majority of the inputs used to value its derivative financial instruments using the income approach fall within Level 2 of the fair value hierarchy. The Company uses readily available market data to value its derivatives, such as interest rate curves and discount factors. ASC 820, Fair Value Measurement also requires consideration of credit risk in the valuation. The Company uses a potential future exposure model to estimate this credit valuation adjustment (“CVA”). The inputs to the CVA are largely based on observable market data, with the exception of certain assumptions regarding credit worthiness which make the CVA a Level 3 input. Based on the magnitude of the CVA, it is not considered a significant input and the derivatives are classified as Level 2. Of the Company’s long-term obligations, the Term B-5 Loans are classified in Level 2 of the fair value hierarchy as of March 31, 2020 and December 31, 2019. The fair value of the term loans as of March 31, 2020 and December 31, 2019 approximate their carrying value, excluding unamortized debt issuance costs and discounts, due in part to the variable nature of the underlying interest rates and the frequent intervals at which such interest rates are reset. The Company did no . The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of March 31, 2020. Quoted Prices in Active Markets Significant for Identical Other Significant Assets and Observable Unobservable Balance at Liabilities Inputs Inputs March 31, (Level 1) (Level 2) (Level 3) 2020 Liabilities: (In thousands) Derivative financial instruments (a) $ — $ 1,198 $ — $ 1,198 Long-term obligations (b) $ — $ 1,816,507 $ — $ 1,816,507 (a) Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $1.2 million as of March 31, 2020. (b) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $15.5 million and long-term debt of $1.791 billion as of March 31, 2020. The Company did no The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of December 31, 2019: Quoted Prices in Active Markets Significant for Identical Other Significant Assets and Observable Unobservable Balance at Liabilities Inputs Inputs December 31, (Level 1) (Level 2) (Level 3) 2019 Liabilities: (In thousands) Derivative financial instruments (a) $ — $ 2,156 $ — $ 2,156 Long-term obligations (b) $ — $ 1,557,883 $ — $ 1,557,883 (a) Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $2.2 million as of December 31, 2019. (b) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $65.5 million and long-term debt of $1.483 billion as of December 31, 2019. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 9. RELATED-PARTY TRANSACTIONS In March 2017, the Company entered into the ZHG Agreements with Zhonghong Holding, an affiliate of Zhonghong Zhuoye Group Co., Ltd., who at the time owned approximately 21% of the outstanding shares of the Company. In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed. As previously disclosed, Sun Wise (UK), Co., Ltd, an affiliate to the ZHG Group (“Sun Wise”), previously held beneficial ownership of 19,452,063 shares (the “Pledged Shares”) of the Company’s common stock, which Sun Wise had pledged in connection with certain loan obligations of Sun Wise. Sun Wise subsequently defaulted on such loan obligations and, as a result, certain of its lenders (together, the “Lenders”) foreclosed on the Pledged Shares. The Pledged Shares were transferred to a security agent for the Lenders (the “Security Agent”), on May 3, 2019. On May 27, 2019, the Security Agent entered into a share repurchase agreement with the Company pursuant to which the Security Agent agreed to sell and the Company agreed to purchase 5,615,874 of the Pledged Shares held by the Security Agent at a price per share equal to $26.71 (the “SEAS Repurchase”) for a total cost of approximately $150.0 million. The SEAS Repurchase closed on May 30, 2019. Also on May 27, 2019, the Security Agent entered into a stock purchase agreement with Hill Path Capital LP (“Hill Path”) and certain of its affiliates pursuant to which the Security Agent agreed to sell and certain affiliates of Hill Path agreed to purchase, in the aggregate, 13,214,000 of the Pledged Shares held by the Security Agent at a price per share equal to $26.71 (the “HP Purchase”). The HP Purchase closed on May 30, 2019, at which time, Hill Path’s ownership percentage increased to 34.6%. Also on May 27, 2019, in connection with the HP Purchase, the Company concurrently entered into a stockholders agreement, a registration rights agreement and an undertaking agreement with Hill Path (the “HP Agreements”). Under the HP Agreements, the Company agreed to appoint up to three Hill Path director designees to its Board of Directors and Hill Path agreed to certain customary standstill obligations, restrictions regarding the manner of sale of shares, and equal treatment for any change in control transaction. In addition, Hill Path agreed that shares held in excess of 24.9% generally would be voted consistent with the Board’s recommendations or consistent with the shares voted by the Company’s other stockholders. The Company also agreed to reimburse Hill Path for up to $250,000 of their expenses in connection with the HP Agreements. See Note 12 – Stockholder’s Equity for further details. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES Legal Proceedings Securities Class Action Lawsuits On September 9, 2014, a purported stockholder class action lawsuit consisting of purchasers of the Company’s common stock during the periods between April 18, 2013 to August 13, 2014, captioned Baker v. SeaWorld Entertainment, Inc., et al., Case No. 14-CV-02129-MMA (KSC), was filed in the U.S. District Court for the Southern District of California against the Company, the Chairman of the Company’s Board, certain of its executive officers and Blackstone. On February 17, 2015, Court-appointed Lead Plaintiffs, Pensionskassen For Børne- Og Ungdomspædagoger and Arkansas Public Employees Retirement System, together with additional plaintiffs, Oklahoma City Employee Retirement System and Pembroke Pines Firefighters and Police Officers Pension Fund (collectively, “Plaintiffs”), filed an amended complaint against the Company, the Chairman of the Company’s Board, certain of its directors, certain of its executive officers, Blackstone, and underwriters of the initial public offering and secondary public offerings. The amended complaint alleges, among other things, that the prospectus and registration statements filed contained materially false and misleading information in violation of the federal securities laws and seeks unspecified compensatory damages and other relief. Plaintiffs contend that defendants knew or were reckless in not knowing that the film Blackfish On February 11, 2020, the Company announced that it had entered into a settlement agreement relating to this case. The proposed settlement, which is subject to certain conditions, including court approval, requires the Company to pay $65.0 million for claims alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as the costs of administration and legal fees and expenses. The proposed settlement does not include or constitute an admission, concession, or finding of any fault, liability, or wrongdoing by the Company or any defendant. There can be no assurance that the proposed settlement agreement will be approved by the court. The fairness hearing for court approval of the settlement is currently scheduled for July 22, 2020. During the year ended December 31, 2019, the Company recorded $32.1 million of legal settlement charges, net of insurance recoveries, related to this case, which was paid during the three months ended March 31, 2020. On June 14, 2018, a lawsuit captioned Highfields Capital I LP et al v. SeaWorld Entertainment, Inc. et al, Case No. 3:18-cv-01276-L-BLM, was filed in the United States District Court in the Southern District of California against the Company and certain of the Company’s former and present executive officers (collectively, the “Defendants”). The plaintiffs, which are investment funds managed by a common adviser (collectively, the “Plaintiffs”) allege, among other things, that the Defendants made false and misleading statements in violation of the federal securities laws and Florida common law, regarding the impact of the film Blackfish on SeaWorld’s business. The complaint further alleges that such statements were made to induce Plaintiffs to purchase common stock of the Company at artificially-inflated prices and that Plaintiffs suffered investment losses as a result. The Plaintiffs are seeking unspecified compensatory damages and other relief. On October 19, 2018, Defendants moved for partial dismissal of the complaint. On February 7, 2019, the Court granted Defendants’ motion and dismissed Plaintiffs’ Florida state law claims as well as federal securities law claims based on the Company’s second quarter 2013 earnings statements. On May 1, 2019, Defendants filed their answer to Plaintiffs’ complaint. On July 1, 2019, the parties filed a joint motion for a stay of all proceedings in the case pending the resolution of the motion for summary judgment filed by Defendants in the related securities class action captioned Baker v. SeaWorld Entertainment, Inc., et al. described above. The Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously; however, there can be no assurance regarding the ultimate outcome of this lawsuit. Shareholder Derivative Lawsuit On December 8, 2014, a putative derivative lawsuit captioned Kistenmacher v. Atchison, et al., Civil Action No. 10437, was filed in the Court of Chancery of the State of Delaware against, among others, the Chairman of the Company’s Board, certain of the Company’s executive officers, directors and shareholders, and Blackstone. The Company is a “Nominal Defendant” in the lawsuit. On March 30, 2015, the plaintiff filed an amended complaint against the same set of defendants. The amended complaint alleges, among other things, that the defendants breached their fiduciary duties, aided and abetted breaches of fiduciary duties, violated Florida Blue Sky laws and were unjustly enriched by (i) including materially false and misleading information in the prospectus and registration statements; and (ii) causing the Company to repurchase certain shares of its common stock from certain shareholders at an alleged artificially inflated price. The Company does not maintain any direct exposure to loss in connection with this shareholder derivative lawsuit as the lawsuit does not assert any claims against the Company. The Company’s status as a “Nominal Defendant” in the action reflects the fact that the lawsuit is maintained by the named plaintiff on behalf of the Company and that the plaintiff seeks damages on the Company’s behalf. On February 11, 2020, the Company announced that it had entered into a binding agreement for the settlement of this case. Pursuant to the agreement, the Company received $12.5 million of insurance proceeds from its insurers which can be used for general corporate purposes and will adopt certain corporate governance modifications. The final settlement of the matter remains subject to a formal agreement and court approval. There can be no assurance that the final settlement agreement will be executed or that such agreement will be approved by the court. During the three months ended March 31, 2020, the Company recorded a legal settlement gain of $12.5 million related to insurance proceeds received in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of comprehensive loss. Consumer Lawsuit On April 13, 2015, a purported class action was filed in the Superior Court of the State of California for the City and County of San Francisco against SeaWorld Parks & Entertainment, Inc., captioned Marc Anderson, et. al., v. SeaWorld Parks & Entertainment, Inc. Civil Case No. 15-cv-02172-JSW, (the “Anderson Matter”). The putative class consisted of all consumers within California who, within the past four years, purchased tickets to SeaWorld San Diego. The complaint (as amended) alleges causes of action under the California False Advertising Law, California Unfair Competition Law and California CLRA. Plaintiffs’ claims are based on their allegations that the Company misrepresented the physical living conditions and care and treatment of its killer whales, resulting in confusion or misunderstanding among ticket and orca plush purchasers with intent to deceive and mislead the plaintiffs and purported class members. The complaint seeks restitution, equitable relief, attorneys’ fees and costs. Based on plaintiffs’ definition of the class, the amount in controversy could have exceeded $5.0 million assuming the class became certified. The liability exposure is speculative though. On May 14, 2015, the Company removed the case to the United States District Court for the Northern District of California. The Company filed a motion for summary judgment on October 30, 2017 which the Court granted in part and denied in part. On May 23, 2018, the plaintiffs represented to the Court that they would not be filing a motion for class certification. The case is no longer a class action. It continues to be prosecuted by the plaintiffs for individual restitution in a nominal amount and injunctive relief. The Court bifurcated the trial of the case into two phases: the plaintiffs’ standing to sue and the merits of their claims. Just before the first phase of the trial, plaintiff Anderson dismissed all claims against the Company. The standing trial with regard to the remaining plaintiffs took place March 9, 2020 through March 11, 2020 and the parties are awaiting a ruling from the court. The Court has vacated the dates for the trial on the merits which was previously scheduled for April 27, 2020. If the Court rules that the remaining plaintiffs have no standing to sue, judgment will be entered in favor of the Company. If the Court rules they have standing, the case will proceed with the second phase of the trial. The Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously; however, there can be no assurance regarding the ultimate outcome of this lawsuit. Other Matters The Company is a party to various other claims and legal proceedings arising in the normal course of business. In addition, from time to time the Company is subject to audits, inspections and investigations by, or receives requests for information from, various federal and state regulatory agencies, including, but not limited to, the U.S. Department of Agriculture’s Animal and Plant Health Inspection Service (“APHIS”), the U.S. Department of Labor’s Occupational Safety and Health Administration (“OSHA”), the California Occupational Safety and Health Administration (“Cal-OSHA”), the Florida Fish & Wildlife Commission (“FWC”), the Equal Employment Opportunity Commission (“EEOC”), the Internal Revenue Service (“IRS”) the U.S. Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”). Other than those matters discussed above, from time to time, various parties also bring other lawsuits against the Company. Matters where an unfavorable outcome to the Company is probable and which can be reasonably estimated are accrued. Such accruals, which are not material for any period presented, are based on information known about the matters, the Company’s estimate of the outcomes of such matters, and the Company’s experience in contesting, litigating and settling similar matters. Matters that are considered reasonably possible to result in a material loss are not accrued for, but an estimate of the possible loss or range of loss is disclosed, if such amount or range can be determined. At this time, management does not expect any such known claims, legal proceedings or regulatory matters to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows License Commitments Pursuant to a license agreement (“License Agreement”) with Sesame Workshop, the Company pays a specified annual license fee, as well as a specified royalty based on revenues earned in connection with sales of licensed products, all food and beverage items utilizing the licensed elements and any events utilizing such elements if a separate fee is paid for such event. The Company’s principal commitments pursuant to the License Agreement include, among other items, the opening of a second standalone park (“Standalone Park”) no later than mid-2021 and minimum annual capital and marketing thresholds. After the opening of the second Standalone Park (counting the existing Sesame Place Standalone Park in Langhorne, Pennsylvania), SEA will have the option to build additional Standalone Parks in the Sesame Territory within agreed upon timelines. The License Agreement has an initial term through December 31, 2031, with an automatic additional 15 year extension plus a five year option added to the term of the License Agreement from December 31st of the year of each new Standalone Park opening. As of March 31, 2020, the Company estimates the combined remaining obligations for these commitments could be up to approximately $45.0 million over the remaining term of the agreement. In October 2019, the Company announced that it will convert Aquatica San Diego into its second Sesame Place Standalone Park in the spring of 2021. While construction began in the fall of 2019, it was temporarily paused due to the COVID-19 pandemic. The Company is currently evaluating when this park will open. Anheuser-Busch, Incorporated has granted the Company a perpetual, exclusive, worldwide, royalty-free license to use the Busch Gardens trademark and certain related domain names in connection with the operation, marketing, promotion and advertising of certain of the Company’s theme parks, as well as in connection with the production, use, distribution and sale of merchandise sold in connection with such theme parks. Under the license, the Company is required to indemnify ABI against losses related to the use of the marks. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-Based Compensation | 11. EQUITY-BASED COMPENSATION In accordance with ASC 718, Compensation-Stock Compensation Equity compensation expense is included in operating expenses and in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of comprehensive loss as follows: For the Three Months Ended March 31, 2020 2019 (In thousands) Equity compensation included in operating expenses $ (1,751 ) $ 1,357 Equity compensation included in selling, general and administrative expenses (1,850 ) 1,841 Total equity compensation expense $ (3,601 ) $ 3,198 The credit in equity compensation expense for the three months ended March 31, 2020 primarily relates to certain performance vesting restricted units which are no longer considered probable of vesting and also includes the reversal of expense related to outstanding unvested equity awards previously held by the Company’s former chief executive officer which were forfeited in connection with his departure. See Long-term Incentive Performance Restricted Awards Omnibus Incentive Plan The Company has reserved 15.0 million shares of common stock for issuance under its Omnibus Incentive Plan (the “Omnibus Incentive Plan”), of which approximately 8.75 million shares are available for future issuance as of March 31, 2020. The Company has outstanding time restricted awards, performance restricted awards and incentive stock options. On April 12, 2020, in connection with a review of compensation matters, the Compensation Committee of the Board of Directors (the “Board”), approved a grant of approximately 1.17 million restricted stock units designed to recognize certain employees for their contributions and continued expected contributions to the Company and its long term goals during the global COVID-19 pandemic. The restricted stock units will vest 50% on each of the first two anniversaries of the grant date, subject to the recipient’s continued employment on each such vesting date. Bonus Performance Restricted Units The Company had an annual bonus plan for the fiscal year ended December 31, 2019 (“Fiscal 2019”), under which certain employees were eligible to vest in performance vesting restricted units (the “Bonus Performance Restricted Units”) based upon the Company’s achievement of certain performance goals with respect to Fiscal 2019. Separately, certain equity awards granted in October 2019 (the “Supplemental Grant”) were also eligible to vest based on achievement of specific performance goals with respect to Fiscal 2019. Based on the Company’s actual Fiscal 2019 results, a portion of these Bonus Performance Restricted Units and the Supplemental Grant vested in the three months ended March 31, 2020 in accordance with their terms. The Company has not yet approved an annual bonus plan for fiscal year ended December 31, 2020 (“Fiscal 2020”). Long-term Incentive Performance Restricted Awards During the three months ended March 31, 2020, a portion of previously granted long-term incentive performance restricted awards related to completed performance periods vested. The remaining outstanding long-term incentive performance restricted awards related to future performance periods are eligible to vest based upon the Company’s achievement of pre-established performance goals for the respective performance period, as defined. On February 25, 2020, the Board approved a modification (the “Modification”) to certain long-term incentive plan awards granted in 2019 (the “2019 LTIP Performance Awards”) in order to better align its terms with certain awards granted by the Company to its then CEO in November 2019 (the “CEO Performance Awards”). The Compensation Committee of the Board determined that it was preferable to align the 2019 LTIP Performance Awards with the CEO Performance Awards to put everyone on the same performance cycle with the same performance goals. Pursuant to the Modification, the threshold and target performance goals were revised to align with the CEO Performance Awards threshold and target performance goals and the performance period was extended through calendar year 2022 (or, the end of the 2023 calendar year, as applicable) consistent with the CEO Performance Awards. Equity compensation expense has not yet been recorded related to these awards. The Company will use the respective modification date fair value to record equity compensation expense related to the Modification awards when and if they become probable of vesting in a future period, in accordance with the guidance in ASC 718, Compensation-Stock Compensation The Company recognizes equity compensation expense for its performance-vesting restricted awards ratably over the related performance period, if the performance condition is probable of being achieved. Based on the Company’s progress towards its respective performance goals, a portion of its performance-vesting restricted awards were no longer considered probable of vesting as of March 31, 2020; therefore, equity compensation expense was adjusted accordingly. If the probability of vesting related to these awards changes in a subsequent period, all equity compensation expense related to those awards that would have been recorded over the requisite service period had the awards been considered probable at the new percentage from inception, will be recorded as a cumulative catch-up at such subsequent date. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 12. STOCKHOLDERS’ EQUITY As of March 31, 2020, 94,345,017 shares of common stock were issued in the accompanying unaudited condensed consolidated balance sheet, which excludes 126,595 unvested shares of common stock and 2,105,564 unvested restricted stock units held by certain participants in the Company’s equity compensation plans (see Note 11–Equity-Based Compensation) and includes 16,260,248 shares of treasury stock held by the Company. Share Repurchase Program The Board had previously authorized a share repurchase program of up to $250.0 million of the Company’s common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. During the three months ended March 31, 2020, prior to the COVID-19 temporary park closures, the Company completed a share repurchase of 469,785 shares for an aggregate total of approximately $12.4 million, leaving approximately $237.6 million available under the Share Repurchase Program as of March 31, 2020. In connection with Amendment No. 11 to our Credit Agreement, the Company is restricted from paying any dividends or making restricted payments, including share repurchases, through the third quarter of 2021 unless certain conditions are met see Note 6–Long-Term Debt). The Share Repurchase Program has no time limit and may be suspended or discontinued completely at any time. The number of shares to be purchased and the timing of purchases will be based on the Company’s trading windows and available liquidity, general business and market conditions, and other factors, including legal requirements, debt covenant restrictions and alternative investment opportunities. |
Description of the Business a_2
Description of the Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of the Business | Description of the Business SeaWorld Entertainment, Inc., through its wholly-owned subsidiary, SeaWorld Parks & Entertainment, Inc. (“SEA”) (collectively, the “Company”), owns and operates twelve theme parks within the United States. The Company operates SeaWorld theme parks in Orlando, Florida; San Antonio, Texas; and San Diego, California; and Busch Gardens theme parks in Tampa, Florida; and Williamsburg, Virginia. The Company operates water park attractions in Orlando, Florida (Aquatica); San Antonio, Texas (Aquatica); San Diego, California (Aquatica); Tampa, Florida (Adventure Island); and Williamsburg, Virginia (Water Country USA). The Company also operates a reservations-only theme park in Orlando, Florida (Discovery Cove) and a seasonal park in Langhorne, Pennsylvania (Sesame Place). |
Impact of Global COVID-19 Pandemic | Impact of Global COVID-19 Pandemic In response to the global COVID-19 pandemic, and in compliance with government restrictions, the Company has temporarily closed all of its theme parks, effective March 16, 2020. The Company continues to monitor guidance from federal, state and local authorities to determine when it can reopen its parks. The COVID-19 pandemic and resulting park closures has had, and is likely to continue to have, a material impact on the Company’s results from operations. Federal, state and local governments have taken unprecedented measures to prevent the spread of COVID-19 in the population, including severe restrictions on social gatherings. Since the global COVID-19 pandemic has begun, the Company has taken proactive measures for the safety of its guests, employees and animals, to appropriately manage costs and expenditures, and to provide liquidity in response to the temporary park closures related to COVID-19. Some of these measures included, but are not limited to, (i) increased its revolving credit commitments on March 10th and subsequently borrowed the remaining available amount; (ii) furloughed approximately 95% of its current employees; (iii) reduced executive officers’ base salary by 20% until the theme parks substantially resume normal operations; (iv) eliminated and/or deferred all non-essential operating expenses at both park and corporate; (v) eliminated substantially all advertising and marketing spend; (vi) substantially reduced or deferred all capital expenditures starting in March 2020 (other than minimal essential capital expenditures); (vii) working with its vendors and other business partners to manage, defer, and/or abate certain costs during the disruptions caused by the COVID-19 pandemic; (viii) extended expiration dates on certain pass and other products; (ix) implemented a formal daily review and approval for all payments and cash disbursements; (x) entered into an amendment to its existing senior secured credit facilities to amend its financial covenants; and (xi) issued first-priority senior secured notes to obtain additional liquidity (s ee Note 6–Long-Term Debt for details). Additionally, the Company has established a dedicated team tasked with developing and ultimately executing on a reopening plan. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2019 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. In the opinion of management, such unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations for the year ending December 31, 2020 or any future period due to the seasonal nature of the Company’s operations. Based upon historical results, the Company typically generates its highest revenues in the second and third quarters of each year and incurs a net loss in the first and fourth quarters, in part because seven of its theme parks are only open for a portion of the year. The results of operations for the three months ended March 31, 2020 were materially impacted by the global COVID-19 pandemic which ultimately led to temporary park closures effective on March 16, 2020. The timing of these park closures fell during historically high volume spring break weeks for most of the Company’s parks. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including SEA. All intercompany accounts have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance, deferred tax assets and liabilities, deferred revenue, equity compensation, the valuation of goodwill and other indefinite-lived intangible assets as well as reviews for potential impairment of assets, including other long-lived assets. Estimates are based on various factors including current and historical trends, as well as other pertinent industry data. The Company regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes. Actual results could differ from those estimates. Based on the uncertainty relating the COVID-19 pandemic, including but not limited to the extent and duration of park closures, potential supply chain disruptions and impact on travel and attendance, the Company is not certain of the ultimate impact the COVID-19 pandemic could have on its estimates, business or results of operations for the year ending December 31, 2020. |
Segment Reporting | Segment Reporting The Company maintains discrete financial information for each of its twelve theme parks, which is used by the Chief Operating Decision Maker (“CODM”), identified as the Chief Executive Officer, or equivalent role, as a basis for allocating resources. Each theme park has been identified as an operating segment and meets the criteria for aggregation due to similar economic characteristics. In addition, all of the theme parks provide similar products and services and share similar processes for delivering services. The theme parks have a high degree of similarity in the workforces and target similar consumer groups. Accordingly, based on these economic and operational similarities and the way the CODM monitors and makes decisions affecting the operations, the Company has concluded that its operating segments may be aggregated and that it has one reportable segment. |
Restricted Cash | Restricted Cash Restricted cash is recorded in other current assets in the accompanying unaudited condensed consolidated balance sheets. Restricted cash consists primarily of funds received from strategic partners for use in approved marketing and promotional activities. March 31, December 31, 2020 2019 (In thousands) Cash and cash equivalents $ 192,760 $ 39,946 Restricted cash, included in other current assets 968 979 Total cash, cash equivalents and restricted cash $ 193,728 $ 40,925 |
Revenue Recognition | Revenue Recognition Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products. For single-day tickets, the Company recognizes revenue at a point in time, upon admission to the park. Annual passes, season passes, or other multi-day or multi-park passes allow guests access to specific parks over a specified time period. For these pass and multi-use products, revenue is deferred and recognized over the terms of the admission product based on estimated redemption rates for similar products and is adjusted periodically. As a result of the temporary park closures due to the global COVID-19 pandemic, the Company has adjusted its estimated redemption patterns to reflect the fact that there is no attendance during the park closures and accordingly the Company is not recognizing revenue from these admission products while the parks are closed. The Company estimates a redemption rate using historical and forecasted growth rates and attendance trends by park for similar products. The Company is evaluating the estimates and assumptions used in its future estimated redemption rates for products once the parks reopen. Attendance trends factor in seasonality and are adjusted based on actual trends periodically. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park. Food, merchandise and other revenue primarily consists of culinary, merchandise and other in-park products and also includes other miscellaneous revenue which is not significant in the periods presented, including revenue related to the Company’s international agreements as discussed below. The Company recognizes revenue for food, merchandise and other in-park products when the related products or services are received by the guests. Certain admission products may also include bundled products at the time of purchase, such as culinary or merchandise items. The Company conducts an analysis of bundled products to identify separate distinct performance obligations that are material in the context of the contract. For those products that are determined to be distinct performance obligations and material in the context of the contract, the Company allocates a portion of the transaction price to each distinct performance obligation using each performance obligation’s standalone price. If the bundled product is related to a pass product and offered over time, revenue will be recognized over time accordingly. Deferred revenue primarily includes revenue associated with pass products, admission or in-park products or services with a future intended use date and contract liability balances related to licensing and international agreements collected in advance of the Company’s performance and expected to be recognized in future periods. As a result of the temporary park closures, t he Company has potential reopening schedules and expected timing of attendance by mix of guests. At March 31, 2020 and December 31, 2019, $10.0 million related to the long-term portion of deferred revenue included in other liabilities in the accompanying unaudited condensed consolidated balance sheets relates to the Company’s international agreement, as discussed in the following section. The Company expects to recognize revenue related to its international agreement over the term of the respective license agreement beginning when substantially all of the services have been performed, which is expected to be upon opening. The following table reflects the Company’s deferred revenue balance as of March 31, 2020 and December 31, 2019: March 31, December 31, 2020 2019 (In thousands) Deferred revenue, including long-term portion $ 133,932 $ 114,416 Less: Deferred revenue, long-term portion, included in other liabilities 13,552 10,000 Deferred revenue, short-term portion $ 120,380 $ 104,416 International Agreements The Company has received $10.0 million in deferred revenue recorded in other liabilities related to a nonrefundable payment received from a partner in connection with a project in the Middle East (the “Middle East Project”) to provide certain services pertaining to the planning and design of the Middle East Project, with funding received expected to offset internal expenses. Approximately $5.3 million and $5.0 million of costs incurred related to the Middle East Project are recorded in other assets in the accompanying unaudited condensed consolidated balance sheet as of March 31, 2020 and December 31, 2019, respectively. The Company has recognized an asset for the costs incurred to fulfill the contract as the costs are specifically identifiable, enhance resources that will be used to satisfy performance obligations in the future and are expected to be recovered. The related deferred revenue and expense will begin to be recognized when substantially all of the services have been performed. The Company continually monitors performance on the contract and will make adjustments, if necessary. The Middle East Project is subject to various conditions, including, but not limited to, the parties completing the design development and there is no assurance that the Middle East Project will be completed or advance to the next stages. In March 2017, the Company entered into certain agreements with an affiliate of ZHG Group, to provide design, support and advisory services for various potential projects and grant certain exclusive rights (collectively, the “ZHG Agreements”). In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed. For the three months ended March 31, 2019, the Company recorded approximately $1.7 million which is included in food, merchandise and other revenue in the accompanying unaudited condensed consolidated statements of comprehensive loss related to the ZHG Agreements. See Note 9–Related-Party Transactions for additional disclosures. |
Goodwill, Other Indefinite-Lived Intangible Assets and Other Long-Lived Assets | Goodwill, Other Indefinite-Lived Intangible Assets and Other Long-Lived Assets As of March 31, 2020, the Company determined that due to the temporary park closures effective March 16, 2020 resulting from the global COVID-19 pandemic, a triggering event had occurred that required an interim impairment review for goodwill and other indefinite-lived intangible assets. The Company performed a qualitative impairment analysis which included certain judgements and assumptions related to the impact of the park closures, potential reopening time frames and expected attendance levels upon reopening and determined that, based on the significant excess fair values over carrying values that previously existed, there was no impairment of goodwill and other indefinite-lived intangible assets as of March 31, 2020. Additionally, using similar assumptions, the Company evaluated certain other long-lived assets, including its right of use assets for impairment and concluded that there was no impairment of other long-lived assets as of March 31, 2020. |
Recently Issued Accounting Pronouncements | The Company reviews new accounting pronouncements as they are issued or proposed by the Financial Accounting Standards Board (“FASB”). Recently Implemented Accounting Standards On January 1, 2020, the Company adopted the following Accounting Standards Updates (“ASUs”) which had no material impact on its unaudited condensed consolidated financial statements or disclosures: • ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) , requires the immediate recognition of estimated credit losses expected to occur over the life of financial assets rather than the current incurred loss impairment model that recognizes losses when a probability threshold is met. ASU 2016-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those fiscal years. During 2019, the Company adopted the following ASU: • ASU 2016-02, Leases (Topic 842) : This ASU is intended to provide enhanced transparency and comparability by requiring lessees to record right of use assets and corresponding lease liabilities on the balance sheet. The new guidance required the Company to continue to classify leases as either operating or financing, with classification affecting the pattern of expense recognition in the income statement. The Company was also required to disclose qualitative and quantitative information about leasing arrangements to enable financial statement users to assess the amount, timing and uncertainty of cash flows arising from leases. The Company adopted the ASU using a modified retrospective method that did not require the prior period information to be restated. The ASU also provided a number of optional provisions, known as practical expedients, which companies may elect to adopt to facilitate implementation. The Company elected a package of practical expedients which, among other items, precluded the Company from needing to reassess 1) whether any expired or existing contracts are or contain leases, 2) the lease classification of any expired or existing leases, and 3) initial direct costs for any existing leases. The Company elected not to implement the practical expedient related to hindsight to determine lease terms. Due to the implementation of selected practical expedients, there was no cumulative effect adjustment to beginning retained earnings as of January 1, 2019. During 2019, the Company also adopted the following ASUs which had no material impact on its unaudited condensed consolidated financial statements or disclosures: • ASU 2018-09, Codification Improvements • ASU 2018-13, Fair Value Measurement (Topic 820) • ASU 2018 - 15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract • ASU 2018-16 , Derivatives and Hedging—Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes Recently Issued Accounting Standards The Company is currently evaluating the impact of the following recently issued ASUs: • ASU 2020-04, Reference Rate Reform (Topic 848), provides optional transition guidance to ease the potential accounting burden associated with transitioning away from the London Interbank Offered Rate (“LIBOR”), with optional expedients related to the application of GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. Companies can apply this ASU immediately, but application is through December 31, 2020. The Company is evaluating the impact of LIBOR on its existing contracts and debt, but does not expect that this ASU will have a material impact on its consolidated financial statements or related disclosures. • ASU 2019-12, Simplifying the Accounting for Income Taxes , simplifies various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for the Company beginning January 1, 2021. Early adoption requires adoption of all amendments in the same period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating ASU 2019-12 but does not expect that this ASU will have a material impact on its consolidated financial statements or related disclosures. |
Description of the Business a_3
Description of the Business and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule Of Cash Cash Equivalents And Restricted Cash | Restricted cash is recorded in other current assets in the accompanying unaudited condensed consolidated balance sheets. Restricted cash consists primarily of funds received from strategic partners for use in approved marketing and promotional activities. March 31, December 31, 2020 2019 (In thousands) Cash and cash equivalents $ 192,760 $ 39,946 Restricted cash, included in other current assets 968 979 Total cash, cash equivalents and restricted cash $ 193,728 $ 40,925 |
Deferred Revenue Balances | The following table reflects the Company’s deferred revenue balance as of March 31, 2020 and December 31, 2019: March 31, December 31, 2020 2019 (In thousands) Deferred revenue, including long-term portion $ 133,932 $ 114,416 Less: Deferred revenue, long-term portion, included in other liabilities 13,552 10,000 Deferred revenue, short-term portion $ 120,380 $ 104,416 |
Loss per Share (Tables)
Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Loss per Share | Loss per share is computed as follows: For the Three Months Ended March 31, 2020 2019 Net Loss Shares Per Share Amount Net Loss Shares Per Share Amount (In thousands, except per share amounts) Basic loss per share $ (56,519 ) 78,213 $ (0.72 ) $ (37,020 ) 83,354 $ (0.44 ) Effect of dilutive incentive-based awards — — Diluted loss per share $ (56,519 ) 78,213 $ (0.72 ) $ (37,020 ) 83,354 $ (0.44 ) |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities at March 31, 2020 and December 31, 2019, consisted of the following: March 31, December 31, 2020 2019 (In thousands) Self-insurance reserve $ 7,488 $ 7,488 Accrued property taxes 2,796 1,189 Accrued interest 1,387 573 Accrued legal settlements — 65,000 Other 8,954 7,591 Total other accrued liabilities $ 20,625 $ 81,841 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt, Net | Long-term debt, net, as of March 31, 2020 and December 31, 2019 consisted of the following: March 31, December 31, 2020 2019 (In thousands) Term B-5 Loans (effective interest rate of 3.99% and 4.80% at March 31, 2020 and December 31, 2019, respectively) $ 1,504,007 $ 1,507,883 Revolving Credit Facility (effective interest rate of 3.72% and 4.35% at March 31, 2020 and December 31, 2019, respectively) 312,500 50,000 Total long-term debt 1,816,507 1,557,883 Less discounts and debt issuance costs (10,111 ) (9,759 ) Less current maturities (15,505 ) (65,505 ) Total long-term debt, net $ 1,790,891 $ 1,482,619 |
Summary of Long-Term Debt Repayable | Long-term debt at March 31, 2020 is repayable as follows and does not include the impact of the Senior Notes which were issued subsequent to March 31, 2020, or the impact of any future voluntary prepayments. The outstanding balance under the Revolving Credit Facility is included below based on the Company’s current intent to repay the borrowings and is subject to change: Years Ending December 31, (In thousands) Remainder of 2020 $ 11,629 2021 328,005 2022 15,505 2023 15,505 Thereafter 1,445,863 Total $ 1,816,507 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Fair Value of Company's Derivative Financial Instruments Classification on Unaudited Condensed Consolidated Balance Sheets | Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the unaudited condensed consolidated balance sheets as of March 31, 2020 and December 31, 2019: Liability Derivatives Liability Derivatives As of March 31, 2020 As of December 31, 2019 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: (In thousands) Interest rate swap agreements Other liabilities $ 1,198 Other liabilities $ 2,156 Total derivatives designated as hedging instruments $ 1,198 $ 2,156 |
Schedule of Pre-tax Effect of Derivative Financial Instruments in Unaudited Condensed Consolidated Statements of Comprehensive Loss | Tabular Disclosure of the Effect of Derivative Instruments on the Statements of Comprehensive Loss The table below presents the pretax effect of the Company’s derivative financial instruments in the unaudited condensed consolidated statements of comprehensive loss for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 Derivatives in Cash Flow Hedging Relationships: (In thousands) Loss recognized in accumulated other comprehensive loss $ (344 ) $ (1,953 ) Gain (loss) reclassified from accumulated other comprehensive loss to interest expense $ 1,302 $ (855 ) |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax | Changes in Accumulated Other Comprehensive Loss The following table reflects the changes in accumulated other comprehensive loss for the three months ended March 31, 2020, net of tax: Accumulated other comprehensive loss (In thousands) (Losses) Gains on Cash Flow Hedges Accumulated other comprehensive loss at December 31, 2019 $ (1,559 ) Other comprehensive loss before reclassifications (253 ) Amounts reclassified from accumulated other comprehensive loss to interest expense 957 Unrealized gain on derivatives, net of tax 704 Accumulated other comprehensive loss at March 31, 2020 $ (855 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of March 31, 2020 Quoted Prices in Active Markets Significant for Identical Other Significant Assets and Observable Unobservable Balance at Liabilities Inputs Inputs March 31, (Level 1) (Level 2) (Level 3) 2020 Liabilities: (In thousands) Derivative financial instruments (a) $ — $ 1,198 $ — $ 1,198 Long-term obligations (b) $ — $ 1,816,507 $ — $ 1,816,507 (a) Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $1.2 million as of March 31, 2020. (b) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $15.5 million and long-term debt of $1.791 billion as of March 31, 2020. The Company did no The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of December 31, 2019: Quoted Prices in Active Markets Significant for Identical Other Significant Assets and Observable Unobservable Balance at Liabilities Inputs Inputs December 31, (Level 1) (Level 2) (Level 3) 2019 Liabilities: (In thousands) Derivative financial instruments (a) $ — $ 2,156 $ — $ 2,156 Long-term obligations (b) $ — $ 1,557,883 $ — $ 1,557,883 (a) Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $2.2 million as of December 31, 2019. (b) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $65.5 million and long-term debt of $1.483 billion as of December 31, 2019. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Equity Compensation Expense | Equity compensation expense is included in operating expenses and in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of comprehensive loss as follows: For the Three Months Ended March 31, 2020 2019 (In thousands) Equity compensation included in operating expenses $ (1,751 ) $ 1,357 Equity compensation included in selling, general and administrative expenses (1,850 ) 1,841 Total equity compensation expense $ (3,601 ) $ 3,198 |
Description of the Business a_4
Description of the Business and Basis of Presentation - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2020USD ($)BusinessSegment | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Business Description And Basis Of Presentation [Line Items] | |||
Number of theme parks owned and operated | Business | 12 | ||
Number of theme parks opened for a portion of the year | Business | 7 | ||
Number of reportable segment | Segment | 1 | ||
Long term deferred revenue | $ 13,552,000 | $ 10,000,000 | |
Revenue | 153,561,000 | $ 220,575,000 | |
Impairment of goodwill and other indefinite-lived intangible assets | 0 | ||
Impairment of other long-lived assets | 0 | ||
ZHG Stock Purchase Agreement [Member] | |||
Business Description And Basis Of Presentation [Line Items] | |||
Type of Revenue [Extensible List] | seas:FoodMerchandiseAndOtherRevenueMember | ||
Revenue | $ 1,700,000 | ||
Other Liabilities [Member] | |||
Business Description And Basis Of Presentation [Line Items] | |||
Long term deferred revenue | 10,000,000 | ||
Pass Products, Admission or In-Park Products or Services [Member] | |||
Business Description And Basis Of Presentation [Line Items] | |||
Long term deferred revenue | 3,600,000 | ||
Middle East Project [Member] | |||
Business Description And Basis Of Presentation [Line Items] | |||
Long term deferred revenue | 10,000,000 | 10,000,000 | |
Deferred costs incurred under Middle East Project | $ 5,300,000 | $ 5,000,000 |
Description of the Business a_5
Description of the Business and Basis of Presentation - Summary of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 192,760 | $ 39,946 | ||
Restricted cash, included in other current assets | $ 968 | $ 979 | ||
Restricted cash, current, asset, statement of financial position [extensible list] | us-gaap:OtherAssetsCurrent | us-gaap:OtherAssetsCurrent | ||
Total cash, cash equivalents and restricted cash | $ 193,728 | $ 40,925 | $ 52,814 | $ 35,007 |
Description of the Business a_6
Description of the Business and Basis of Presentation - Deferred Revenue Balances (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Deferred Revenue Disclosure [Abstract] | ||
Deferred revenue, including long-term portion | $ 133,932 | $ 114,416 |
Less: Deferred revenue, long-term portion, included in other liabilities | 13,552 | 10,000 |
Deferred revenue, short-term portion | $ 120,380 | $ 104,416 |
Loss per Share - Schedule of Lo
Loss per Share - Schedule of Loss per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Basic loss per share, net loss | $ (56,519) | $ (37,020) |
Diluted loss per share, net loss | $ (56,519) | $ (37,020) |
Basic loss per share, Shares | 78,213 | 83,354 |
Diluted loss per share, Shares | 78,213 | 83,354 |
Basic loss per share, Per Share Amount | $ (0.72) | $ (0.44) |
Diluted loss per share, Per Share Amount | $ (0.72) | $ (0.44) |
Loss per Share - Additional Inf
Loss per Share - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of earnings per share | 1,700,000 | 1,893,000 |
Performance-vesting Restricted Awards [Member] | ||
Earnings Per Share [Line Items] | ||
Contingently issuable shares excluded from the calculation of diluted loss per share | 1,696,000 | 2,295,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Line Items] | ||
Effective tax rate | 26.30% | 29.00% |
Income tax rate at federal statutory rates | 21.00% | 21.00% |
State Tax Credit Carry Forwards [Member] | ||
Income Tax Disclosure [Line Items] | ||
Deferred tax assets valuation allowance | $ 6.7 | $ 5.2 |
Other Accrued Liabilities - Sch
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Self-insurance reserve | $ 7,488 | $ 7,488 |
Accrued property taxes | 2,796 | 1,189 |
Accrued interest | 1,387 | 573 |
Accrued legal settlements | 65,000 | |
Other | 8,954 | 7,591 |
Total other accrued liabilities | $ 20,625 | $ 81,841 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,816,507 | $ 1,557,883 |
Less discounts and debt issuance costs | (10,111) | (9,759) |
Less current maturities | (15,505) | (65,505) |
Total long-term debt, net | 1,790,891 | 1,482,619 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 312,500 | 50,000 |
Less current maturities | (50,000) | |
Term B-5 Loans [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,504,007 | $ 1,507,883 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long-Term Debt, Net (Parenthetical) (Detail) | Mar. 31, 2020 | Dec. 31, 2019 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate effective percentage | 3.72% | 4.35% |
Term B-5 Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate effective percentage | 3.99% | 4.80% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | Apr. 30, 2020USD ($) | Apr. 19, 2020USD ($) | Mar. 31, 2020USD ($)Swap | Mar. 31, 2019USD ($) | Mar. 10, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 1,816,507,000 | $ 1,557,883,000 | ||||
Outstanding letters of credit | $ 19,900,000 | |||||
Interest Rate Swaps [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of interest rate swaps held | Swap | 5 | |||||
Notional amount of interest rate swap | $ 1,000,000,000 | |||||
Maturity of interest rate swap | May 14, 2020 | |||||
Weighted average fixed interest rate | 2.45% | |||||
Variable rate of interest | 0.75% | |||||
Variable rate of interest, description | variable rate of interest based upon the greater of 0.75% or the BBA LIBOR | |||||
Senior Secured Notes [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, maturity date | May 1, 2025 | |||||
Private offering aggregate principal amount | $ 227,500,000 | |||||
Senior secured note stated percentage | 8.75% | |||||
Date of first required payment | Nov. 1, 2020 | |||||
Redemption description | On or after May 1, 2022, SEA may redeem the Senior Notes at its option, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on May 1 of the years as follows: (i) in 2022 at 104.375%; (ii) in 2023 at 102.188%; and (iii) in 2024 and thereafter at 100%. | |||||
Percentage of interest in subsidiary | 100.00% | |||||
Senior Secured Notes [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Redeemable percentage | 40.00% | |||||
Senior Secured Notes [Member] | Subsequent Event [Member] | In year 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Redemption percentage | 104.375% | |||||
Senior Secured Notes [Member] | Subsequent Event [Member] | In year 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Redemption percentage | 102.188% | |||||
Senior Secured Notes [Member] | Subsequent Event [Member] | In year 2024 and thereafter [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Redemption percentage | 100.00% | |||||
Senior Secured Credit Facilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Cash paid for interest | $ 18,300,000 | $ 20,100,000 | ||||
Term B-5 Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 1,504,007,000 | 1,507,883,000 | ||||
Long-term debt, maturity date | Mar. 31, 2024 | |||||
Percent of original principal amount on effective date used to calculate aggregate annual amounts which will amortize in equal quarterly installments | 1.015% | |||||
Redemption Price One [Member] | Senior Secured Notes [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Redemption percentage | 101.00% | |||||
Redemption Price Two [Member] | Senior Secured Notes [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Redemption percentage | 108.375% | |||||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior secured revolving | $ 332,500,000 | $ 210,000,000 | ||||
Long-term debt | $ 312,500,000 | $ 50,000,000 | ||||
Long-term debt, maturity date | Oct. 31, 2023 | |||||
Amount available for borrowing | $ 0 | |||||
Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
First lien secured net leverage ratio | 625.00% | |||||
Restrictive covenants, description | The Revolving Credit Facility requires that the Company comply with a springing maximum first lien secured leverage ratio of 6.25x to be tested as of the last day of any fiscal quarter, solely to the extent that on such date the aggregate amount of funded loans and letters of credit (excluding undrawn letters of credit in an amount not to exceed $30.0 million and cash collateralized letters of credit) under the Revolving Credit Facility exceeds an amount equal to 35% of the then outstanding commitments under the Revolving Credit Facility. Pursuant to Amendment No. 11, among other terms, SEA will be exempt from complying with its first lien secured leverage ratio covenant for each of the second, third and fourth quarters of 2020, after which SEA will be required to comply with such covenants starting at the first quarter of 2021. For purposes of calculating compliance with such covenant, unless a Triggering Event occurs (as defined in Amendment No. 11), beginning with the first quarter of 2021, to the extent trailing Adjusted EBITDA (as defined in Amendment No. 11) for the second, third or fourth quarters of 2020 would have otherwise been included in the calculation of such covenant, in lieu of using actual Adjusted EBITDA for such periods, Adjusted EBITDA for such applicable periods will be deemed to be actual Adjusted EBITDA for the corresponding quarter of 2019. | |||||
Liquidity test commitment | $ 75,000,000 | |||||
Total net leverage ratio, as calculated | 389.00% | |||||
Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Excludable letters of credit under maximum required first lien secured leverage ratio | $ 30,000,000 | |||||
Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Minimum percentage of funded loan and letters of credit for covenant to apply | 35.00% |
Long-Term Debt - Summary of L_3
Long-Term Debt - Summary of Long-Term Debt Repayable (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Maturities Of Long Term Debt [Abstract] | ||
Remainder of 2020 | $ 11,629 | |
2021 | 328,005 | |
2022 | 15,505 | |
2023 | 15,505 | |
Thereafter | 1,445,863 | |
Long-term debt | $ 1,816,507 | $ 1,557,883 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2020USD ($)Swap | Dec. 31, 2019USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Reclassified as a increase to interest expense through expiration date | $ 1,200,000 | |
Termination value of derivatives in a net liability position | 1,200,000 | |
Collateral posted relating to credit risk-related contingent features | 0 | |
Interest Rate Swaps [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount of interest rate swap | $ 1,000,000,000 | |
Number of interest rate swaps held | Swap | 5 | |
Maturity of interest rate swap | May 14, 2020 | |
Not Designated as Hedge Accounting Relationships [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivatives outstanding | $ 0 | $ 0 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Fair Value of Company's Derivative Financial Instruments Classification on Unaudited Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Derivatives Fair Value [Line Items] | ||
Liability Derivatives Fair Value | $ 1,198 | $ 2,156 |
Other Liabilities [Member] | ||
Derivatives Fair Value [Line Items] | ||
Liability Derivatives Fair Value | 1,200 | 2,200 |
Interest Rate Swaps [Member] | Other Liabilities [Member] | ||
Derivatives Fair Value [Line Items] | ||
Liability Derivatives Fair Value | $ 1,198 | $ 2,156 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Schedule of Pre-tax Effect of Derivative Financial Instruments on Unaudited Condensed Consolidated Statements of Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivatives in Cash Flow Hedging Relationships: | ||
Loss recognized in accumulated other comprehensive loss | $ (344) | $ (1,953) |
Gain (loss) reclassified from accumulated other comprehensive loss to interest expense | $ 1,302 | $ (855) |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accumulated other comprehensive loss: | |
Beginning Balance | $ 210,892 |
Ending Balance | 136,114 |
Accumulated Other Comprehensive (Loss) Income [Member] | |
Accumulated other comprehensive loss: | |
Beginning Balance | (1,559) |
Ending Balance | (855) |
Gains (Losses) on Cash Flow Hedges [Member] | |
Accumulated other comprehensive loss: | |
Other comprehensive loss before reclassifications | (253) |
Amounts reclassified from accumulated other comprehensive loss to interest expense | 957 |
Unrealized gain on derivatives, net of tax | $ 704 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Liabilities: | ||
Long-term obligations | $ 1,816,507 | $ 1,557,883 |
Derivative financial instruments | 1,198 | 2,156 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Liabilities: | ||
Long-term obligations | 1,816,507 | 1,557,883 |
Derivative financial instruments | $ 1,198 | $ 2,156 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liability Derivatives Fair Value | $ 1,198 | $ 2,156 |
Current maturities of long-term debt | 15,505 | 65,505 |
Total long-term debt, net | 1,790,891 | 1,482,619 |
Other Liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liability Derivatives Fair Value | $ 1,200 | $ 2,200 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) | May 27, 2019USD ($)Director$ / sharesshares | Mar. 31, 2017shares | Mar. 31, 2020USD ($)shares |
Related Party Transaction [Line Items] | |||
Stock repurchased agreement closing date | May 30, 2019 | ||
Hill Path Capital LP [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of ownership by partnership | 34.60% | ||
Share Repurchase Program [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Repurchase Program, number of shares repurchased | 5,615,874 | 469,785 | |
Price per share | $ / shares | $ 26.71 | ||
Stock repurchases under Share Repurchase Program | $ | $ 150,000,000 | $ 12,400,000 | |
Zhonghong Zhuoye Group Co., Ltd. [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of common stock outstanding by partnership | 21.00% | ||
Sun Wise [Member] | |||
Related Party Transaction [Line Items] | |||
Beneficial ownership of common stock, shares | 19,452,063 | ||
Hill Path Capital LP [Member] | |||
Related Party Transaction [Line Items] | |||
Price per share | $ / shares | $ 26.71 | ||
Stock repurchased agreement closing date | May 30, 2019 | ||
Stock purchased under stock purchase agreement | 13,214,000 | ||
Percentage Shares Held | 24.90% | ||
Hill Path Capital LP [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Number of directors appointed | Director | 3 | ||
Reimbursable Expenses Incurred | $ | $ 250,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | Feb. 11, 2020 | Mar. 31, 2020 |
Loss Contingencies [Line Items] | ||
Proposed settlement | $ 65 | |
Legal settlements paid | $ 32.1 | |
Insurance proceeds from insurers | $ 12.5 | |
Estimated liability for legal settlement | $ 12.5 | |
License agreement term, description | Pursuant to a license agreement (“License Agreement”) with Sesame Workshop, the Company pays a specified annual license fee, as well as a specified royalty based on revenues earned in connection with sales of licensed products, all food and beverage items utilizing the licensed elements and any events utilizing such elements if a separate fee is paid for such event. The Company’s principal commitments pursuant to the License Agreement include, among other items, the opening of a second standalone park (“Standalone Park”) no later than mid-2021 and minimum annual capital and marketing thresholds. After the opening of the second Standalone Park (counting the existing Sesame Place Standalone Park in Langhorne, Pennsylvania), SEA will have the option to build additional Standalone Parks in the Sesame Territory within agreed upon timelines. The License Agreement has an initial term through December 31, 2031, with an automatic additional 15 year extension plus a five year option added to the term of the License Agreement from December 31st of the year of each new Standalone Park opening. As of March 31, 2020, the Company estimates the combined remaining obligations for these commitments could be up to approximately $45.0 million over the remaining term of the agreement. In October 2019, the Company announced that it will convert Aquatica San Diego into its second Sesame Place Standalone Park in the spring of 2021. While construction began in the fall of 2019, it was temporarily paused due to the COVID-19 pandemic. The Company is currently evaluating when this park will open. | |
Minimum [Member] | ||
Loss Contingencies [Line Items] | ||
Amount in controversy, not recorded | $ 5 | |
Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Estimated combined remaining obligations for commitments | $ 45 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Equity Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total equity compensation expense | $ (3,601) | $ 3,198 |
Operating Expense [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total equity compensation expense | (1,751) | 1,357 |
Selling. General and Administrative Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total equity compensation expense | $ (1,850) | $ 1,841 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 12, 2020 | |
Restricted Stock Units [Member] | Subsequent Event [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares approved to recognize employees for their contributions | 1,170,000 | |
Omnibus Incentive Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 15,000,000 | |
Shares available for future issuance | 8,750,000 | |
Omnibus Incentive Plan [Member] | Restricted Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting percentage | 50.00% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | May 27, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Stockholders Equity [Line Items] | |||||
Common stock, shares issued | 94,345,017 | 94,044,203 | |||
Treasury stock, shares | 16,260,248 | 15,790,463 | |||
Share Repurchase Program [Member] | |||||
Stockholders Equity [Line Items] | |||||
Share Repurchase Program, authorized amount | $ 250,000,000 | ||||
Stock Repurchase Program, number of shares repurchased | 5,615,874 | 469,785 | |||
Stock repurchases under Share Repurchase Program | $ 150,000,000 | $ 12,400,000 | |||
Share Repurchase Program, remaining authorized repurchase amount | $ 237,600,000 | ||||
Common Stock [Member] | |||||
Stockholders Equity [Line Items] | |||||
Common stock, shares issued | 94,345,017 | 94,044,203 | 93,748,617 | 93,400,929 | |
Number of unvested shares | 126,595 | ||||
Restricted Stock Units [Member] | |||||
Stockholders Equity [Line Items] | |||||
Number of unvested shares | 2,105,564 |