Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had outstanding ~~84,198,886~~78,211,252 shares of Common Stock, par value $0.01 per share as of May ~~3, 2019.~~4, 2020.

In addition to historical information, this Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of the federal securities laws. All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, our results of operations, financial position and our business outlook, business trends and other information, may be forward-looking statements. Words such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” “targeted,” “goal” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q. Such risks, uncertainties and other important factors that could cause actual results to differ materially include, among others, the risks, uncertainties and factors set forth under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 (the “Annual Report on Form 10-K”), filed with the Securities and Exchange Commission (the “SEC”), and under “Part II, Item 1A., Risk Factors” in this Quarterly Report on Form 10-Q, as such risk factors may be updated from time to time in our periodic filings with the SEC, including this report, and are accessible on the SEC’s website at www.sec.gov, including the following:

We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) our strategy, which is based in part on this analysis, will be successful. All forward-looking statements in this Quarterly Report on Form 10-Q apply only as of the date of this Quarterly Report on Form 10-Q or as of the date they were made or as otherwise specified herein and, except as required by applicable law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise.

All references to “we,” “us,” “our,” “Company” or “SeaWorld” in this Quarterly Report on Form 10-Q mean SeaWorld Entertainment, Inc., its subsidiaries and affiliates.

We use our websites (www.seaworldentertainment.com and www.seaworldinvestors.com) and our corporate Twitter account (@SeaWorld) as channels of distribution of Company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about SeaWorld when you enroll your e-mail address by visiting the “E-mail Alerts” section of our website at www.seaworldinvestors.com. The contents of our website and social media channels are not, however, a part of this Quarterly Report on Form 10-Q.

We own or have rights to use a number of registered and common law trademarks, service marks and trade names in connection with our business in the United States and in certain foreign jurisdictions, including SeaWorld Entertainment, SeaWorld Parks & Entertainment, SeaWorld^®, Shamu^®, Busch Gardens^®, Aquatica^®, Discovery Cove^®, Sea Rescue^® and other names and marks that identify our theme parks, characters, rides, attractions and other businesses. In addition, we have certain rights to use Sesame Street^® marks, characters and related indicia through our license agreement with Sesame Workshop.

Solely for convenience, the trademarks, service marks, and trade names referred to hereafter in this Quarterly Report on Form 10-Q are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, and trade names. This Quarterly Report on Form 10-Q may contain additional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, service marks and trade names appearing in this Quarterly Report on Form 10-Q are, to our knowledge, the property of their respective owners.

	March 31,			December 31,			March 31,			December 31,
	2019			2018			2020			2019
Assets
Current assets:
Cash and cash equivalents	$	51,860		$	34,073		$	192,760		$	39,946
Accounts receivable, net		58,692			57,980			43,358			49,728
Inventories		42,724			35,814			34,627			33,163
Prepaid expenses and other current assets		19,567			18,700			22,976			46,312
Total current assets		172,843			146,567			293,721			169,149
Property and equipment, at cost		3,116,688			3,057,038			3,258,218			3,209,521
Accumulated depreciation		(1,399,115	)		(1,365,006	)		(1,511,468	)		(1,476,059	)
Property and equipment, net		1,717,573			1,692,032			1,746,750			1,733,462
Goodwill, net		66,278			66,278			66,278			66,278
Trade names/trademarks, net		157,975			158,343			157,000			157,000
Right of use assets-operating leases								140,101			141,438
Other intangible assets, net		120			14,120			526			526
Right of use assets-operating		145,807			—
Deferred tax assets, net		30,177			23,527			18,853			19,013
Other assets, net		15,421			14,735			15,165			13,652
Total assets	$	2,306,194		$	2,115,602		$	2,438,394		$	2,300,518
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	140,567		$	120,024		$	153,971		$	131,503
Current maturities of long-term debt		80,505			45,505
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		4,118			—			3,925			3,896
Accrued salaries, wages and benefits		19,228			20,966			12,343			15,499
Deferred revenue		151,253			101,110			120,380			104,416
Other accrued liabilities		29,065			23,066			20,625			81,841
Total current liabilities		424,736			310,671			326,749			402,660
Long-term debt, net of debt issuance costs of $6,206 and $6,641 as of March 31, 2019 and December 31, 2018, respectively		1,491,702			1,494,679
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		128,119			—			123,077			124,339
Deferred tax liabilities, net		—			10,711			22,061			42,773
Other liabilities		35,217			34,347			39,502			37,235
Total liabilities		2,079,774			1,850,408			2,302,280			2,089,626
Commitments and contingencies (Note 11)
Stockholders’ Equity:
Preferred stock, $0.01 par value—authorized, 100,000,000 shares, no shares issued or outstanding at March 31, 2019 and December 31, 2018		—			—
Common stock, $0.01 par value—authorized, 1,000,000,000 shares; 93,748,617 and 93,400,929 shares issued at March 31, 2019 and December 31, 2018, respectively		937			934
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.01 par value—authorized, 100,000,000 shares, 0 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		664,141			663,834			667,333			673,893
Accumulated other comprehensive income		220			2,284
Accumulated other comprehensive loss								(855	)		(1,559	)
Accumulated deficit		(185,975	)		(148,955	)		(115,998	)		(59,479	)
Treasury stock, at cost (10,174,589 shares at March 31, 2019 and December 31, 2018)		(252,903	)		(252,903	)
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		226,420			265,194			136,114			210,892
Total liabilities and stockholders’ equity	$	2,306,194		$	2,115,602		$	2,438,394		$	2,300,518

See accompanying notes to unaudited condensed consolidated financial statements.

	For the Three Months Ended March 31,						For the Three Months Ended March 31,
	2019			2018			2020			2019
Net revenues:
Admissions	$	128,913		$	130,003		$	90,506		$	128,913
Food, merchandise and other		91,662			87,163			63,055			91,662
Total revenues		220,575			217,166			153,561			220,575
Costs and expenses:
Cost of food, merchandise and other revenues		17,213			17,051			13,104			17,213
Operating expenses (exclusive of depreciation and amortization shown separately below and includes equity compensation of $1,357 and $1,563 for the three months ended March 31, 2019 and 2018, respectively)		149,885			155,473
Selling, general and administrative expenses (includes equity compensation of $1,841 and $5,982 for the three months ended March 31, 2019 and 2018, respectively)		42,764			63,524
Restructuring and other separation costs		2,566			8,835
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		39,450			38,430			38,013			39,450
Total costs and expenses		251,878			283,313			211,135			251,878
Operating loss		(31,303	)		(66,147	)		(57,574	)		(31,303	)
Other expense, net		27			63
Other (income) expense, net								(12	)		27
Interest expense		20,797			19,913			19,153			20,797
Loss before income taxes		(52,127	)		(86,123	)		(76,715	)		(52,127	)
Benefit from income taxes		(15,107	)		(23,279	)		(20,196	)		(15,107	)
Net loss	$	(37,020	)	$	(62,844	)	$	(56,519	)	$	(37,020	)
Other comprehensive loss:
Unrealized (loss) income on derivatives, net of tax		(2,064	)		7,491
Unrealized income (loss) on derivatives, net of tax								704			(2,064	)
Comprehensive loss	$	(39,084	)	$	(55,353	)	$	(55,815	)	$	(39,084	)
Loss per share:
Net loss per share, basic	$	(0.44	)	$	(0.73	)	$	(0.72	)	$	(0.44	)
Net loss per share, diluted	$	(0.44	)	$	(0.73	)	$	(0.72	)	$	(0.44	)
Weighted average common shares outstanding:
Basic		83,354			86,209			78,213			83,354
Diluted		83,354			86,209			78,213			83,354

See accompanying notes to unaudited condensed consolidated financial statements.

	Shares of Common Stock Issued			Common Stock			Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Treasury Stock, at Cost			Total Stockholders' Equity			Shares of Common Stock Issued			Common Stock			Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive (Loss) Income			Treasury Stock, at Cost			Total Stockholders' Equity
Balance at December 31, 2018		93,400,929		$	934		$	663,834		$	(148,955	)	$	2,284		$	(252,903	)	$	265,194
Balance at December 31, 2019																							94,044,203		$	940		$	673,893		$	(59,479	)	$	(1,559	)	$	(402,903	)	$	210,892
Equity-based compensation		—			—			3,198			—			—			—			3,198			—			—			(3,601	)		—			—			—			(3,601	)
Unrealized loss on derivatives, net of tax benefit of $744		—			—			—			—			(2,064	)		—			(2,064	)
Unrealized gain on derivatives, net of tax expense of $254																							—			—			—			—			704			—			704
Vesting of restricted shares		440,646			4			(4	)		—			—			—			—			410,807			4			(4	)		—			—			—			—
Shares withheld for tax withholdings		(132,886	)		(1	)		(3,605	)		—			—			—			(3,606	)		(121,089	)		(1	)		(3,159	)		—			—			—			(3,160	)
Exercise of stock options		39,928			—			715			—			—			—			715			11,096			—			203			—			—			—			203
Adjustments to previous dividend declarations		—			—			3			—			—			—			3			—			—			1			—			—			—			1
Repurchase of 469,785 shares of treasury stock, at cost																							—			—			—			—			—			(12,406	)		(12,406	)
Net loss		—			—			—			(37,020	)		—			—			(37,020	)		—			—			—			(56,519	)		—			—			(56,519	)
Balance at March 31, 2019		93,748,617		$	937		$	664,141		$	(185,975	)	$	220		$	(252,903	)	$	226,420
Balance at March 31, 2020																							94,345,017		$	943		$	667,333		$	(115,998	)	$	(855	)	$	(415,309	)	$	136,114

	Shares of Common Stock Issued			Common Stock			Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive (Loss) Income			Treasury Stock, at Cost			Total Stockholders' Equity			Shares of Common Stock Issued			Common Stock			Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Treasury Stock, at Cost			Total Stockholders' Equity
Balance at December 31, 2017		92,637,403		$	926		$	641,324		$	(194,837	)	$	(5,076	)	$	(154,871	)	$	287,466
Impact of adoption of ASU 2018-02		—			—			—			1,094			(1,094	)		—			—
Balance at December 31, 2018																							93,400,929		$	934		$	663,834		$	(148,955	)	$	2,284		$	(252,903	)	$	265,194
Equity-based compensation		—			—			7,545			—			—			—			7,545			—			—			3,198			—			—			—			3,198
Unrealized loss on derivatives, net of tax expense of $2,774		—			—			—			—			7,491			—			7,491
Unrealized loss on derivatives, net of tax benefit of $744																							—			—			—			—			(2,064	)		—			(2,064	)
Vesting of restricted shares		360,092			4			(4	)		—			—			—			—			440,646			4			(4	)		—			—			—			—
Shares withheld for tax withholdings		(108,432	)		(1	)		(1,633	)		—			—			—			(1,634	)		(132,886	)		(1	)		(3,605	)		—			—			—			(3,606	)
Exercise of stock options		484			—			7			—			—			—			7			39,928			—			715			—			—			—			715
Adjustments to previous dividend declarations		—			—			47			—			—			—			47			—			—			3			—			—			—			3
Net loss		—			—			—			(62,844	)		—			—			(62,844	)		—			—			—			(37,020	)		—			—			(37,020	)
Balance at March 31, 2018		92,889,547		$	929		$	647,286		$	(256,587	)	$	1,321		$	(154,871	)	$	238,078
Balance at March 31, 2019																							93,748,617		$	937		$	664,141		$	(185,975	)	$	220		$	(252,903	)	$	226,420

See accompanying notes to unaudited condensed consolidated financial statements.

	For the Three Months Ended March 31,						For the Three Months Ended March 31,
	2019			2018			2020			2019
Cash Flows From Operating Activities:
Net loss	$	(37,020	)	$	(62,844	)	$	(56,519	)	$	(37,020	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		39,450			38,430			38,013			39,450
Amortization of debt issuance costs and discounts		899			1,157			822			899
Loss on sale or disposal of assets, net		45			396
Deferred income tax benefit		(16,606	)		(23,817	)		(20,805	)		(16,606	)
Equity-based compensation		3,198			7,545			(3,601	)		3,198
Other, including loss on sale or disposal of assets, net								(594	)		45
Changes in assets and liabilities:
Accounts receivable		(2,329	)		(21,218	)		7,005			(2,329	)
Inventories		(6,964	)		(6,761	)		(1,459	)		(6,964	)
Prepaid expenses and other current assets		(628	)		(3,141	)		(9,586	)		(628	)
Right of use assets-operating		1,189			—
Accounts payable and accrued expenses		1,715			16,540			13,720			1,715
Accrued salaries, wages and benefits		(1,737	)		5,729			(3,156	)		(1,737	)
Deferred revenue		51,697			62,162			25,875			51,697
Other accrued liabilities		5,498			5,879			(28,349	)		5,498
Operating lease obligations		(1,061	)		—
Right of use assets and operating lease obligations								133			128
Other assets and liabilities		342			260			(2,266	)		342
Net cash provided by operating activities		37,688			20,317
Net cash (used in) provided by operating activities								(40,767	)		37,688
Cash Flows From Investing Activities:
Capital expenditures		(47,937	)		(45,822	)		(49,249	)		(47,937	)
Other investing activities		50			—			—			50
Net cash used in investing activities		(47,887	)		(45,822	)		(49,249	)		(47,887	)
Cash Flows From Financing Activities:
Repayments of long-term debt		(3,877	)		(5,927	)		(3,876	)		(3,877	)
Proceeds from draws on revolving credit facility		55,000			45,000			272,500			55,000
Repayments of revolving credit facility		(20,000	)		(5,000	)		(10,000	)		(20,000	)
Dividends paid to stockholders		(58	)		(287	)
Purchase of treasury stock								(12,406	)		—
Payment of tax withholdings on equity-based compensation through shares withheld		(3,606	)		(1,634	)		(3,160	)		(3,606	)
Exercise of stock options		715			7			203			715
Debt issuance costs								(234	)		—
Other financing activities		(168	)		—			(208	)		(226	)
Net cash provided by financing activities		28,006			32,159			242,819			28,006
Change in Cash and Cash Equivalents, including Restricted Cash		17,807			6,654			152,803			17,807
Cash and Cash Equivalents, including Restricted Cash—Beginning of period		35,007			33,997			40,925			35,007
Cash and Cash Equivalents, including Restricted Cash—End of period	$	52,814		$	40,651		$	193,728		$	52,814
Supplemental Disclosures of Noncash Investing and Financing Activities
Supplemental Disclosure of Noncash Investing and Financing Activities
Capital expenditures in accounts payable	$	49,620		$	32,744		$	41,208		$	49,620
Dividends declared, but unpaid	$	23		$	136
Right-of-use assets obtained in exchange for financing lease obligations							$	208		$	1,230

See accompanying notes to unaudited condensed consolidated financial statements.

SeaWorld Entertainment, Inc., through its wholly-owned subsidiary, SeaWorld Parks & Entertainment, Inc. (“SEA”) (collectively, the “Company”), owns and operates ~~twelve~~12 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).

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

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

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

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, ~~2018~~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, ~~2018~~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, ~~2019~~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~~7 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.

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, ~~and~~ 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.

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~~1 reportable segment.

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,		March 31,		December 31,
	2019		2018		2020		2019
	(In thousands)				(In thousands)
Cash and cash equivalents	$	51,860	$	34,073	$	192,760	$	39,946
Restricted cash, included in other current assets		954		934		968		979
Total cash, cash equivalents and restricted cash	$	52,814	$	35,007	$	193,728	$	40,925

Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products. For single-day tickets, the Company recognizes revenue at a point in time, upon admission to the park. Annual passes, season passes, or other multi-day or multi-park passes allow guests access to specific parks over a specified time period. For these pass and multi-use products, revenue is deferred and recognized over the terms of the admission product based on estimated redemption rates for similar products and is adjusted periodically. As a result of the temporary park closures due to the global COVID-19 pandemic, the Company has adjusted its estimated redemption patterns to reflect the fact that there is no attendance during the park closures and accordingly the Company is not recognizing revenue from these admission products while the parks are closed. The Company estimates a redemption rate using historical and forecasted growth rates and attendance trends by park for similar products. The Company is evaluating the estimates and assumptions used in its future estimated redemption rates for products once the parks reopen. Attendance trends factor in seasonality and are adjusted based on actual trends periodically. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park.

Food, merchandise and other revenue primarily consists of culinary, merchandise and other in-park products and also includes other miscellaneous revenue which is not significant in the periods presented, including revenue related to the Company’s international agreements as discussed below. The Company recognizes revenue for food, merchandise and other in-park products when the related products or services are received by the guests. Certain admission products may also include bundled products at the time of purchase, such as culinary or merchandise items. The Company conducts an analysis of bundled products to identify separate distinct performance obligations that are material in the context of the contract. For those products that are determined to be distinct performance obligations and material in the context of the contract, the Company allocates a portion of the transaction price to each distinct performance obligation using each performance obligation’s standalone price. If the bundled product is related to a pass product and offered over time, revenue will be recognized over time accordingly.

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

At ~~both~~ March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, $10.0 million isrelated to the long-term portion of deferred revenue included in other liabilities in the accompanying unaudited condensed consolidated balance sheets ~~related~~relates to the Company’s international agreement, as discussed in the following ~~section, which the~~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, ~~2019~~2020 and December 31, ~~2018:~~2019:

	March 31,		December 31,		March 31,		December 31,
	2019		2018		2020		2019
	(In thousands)				(In thousands)
Deferred revenue, including long-term portion	$	161,253	$	111,181	$	133,932	$	114,416
Less: Deferred revenue, long-term portion, included in other liabilities		10,000		10,071		13,552		10,000
Deferred revenue, short-term portion	$	151,253	$	101,110	$	120,380	$	104,416

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 ~~potential~~ 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 ~~$4.1~~$5.3 million and ~~$3.8~~$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, ~~2019~~2020 and December 31, ~~2018,~~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 ~~a Park Exclusivity and Concept Design Agreement and a Center Concept and Preliminary Design Support Agreement (collectively, the “ZHG Agreements”)~~certain agreements with ~~Zhonghong Holding, Co. Ltd. (“Zhonghong Holding”),~~ an affiliate of ZHG Group, to provide design, support and advisory services for various potential projects and grant certain exclusive rights ~~in China, Taiwan, Hong Kong and Macau through December 2019.~~ (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, ~~and 2018,~~ the Company recorded approximately $1.7 million ~~and $1.3 million, respectively,~~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 ~~10–~~9–Related-Party Transactions for additional disclosures.

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 0 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 0 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.

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

On January 1, ~~2019,~~2020, the Company ~~adopted Accounting Standards Codification (“ASC”) 842,~~ ~~Leases.~~ The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right of use assets and corresponding lease liabilities on the balance sheet. The new guidance requires the Company to continue to classify leases as either operating or financing, with classification affecting the pattern of expense recognition in the income statement. The Company is also required to disclose qualitative and quantitative information about leasing arrangements to enable financial statement users to assess the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASC 842 using a modified retrospective method that did not require the prior period information to be restated. ASC 842 also provides a number of optional provisions, known as practical expedients, which companies may elect to adopt to facilitate implementation. The Company elected a package of practical expedients which, among other items, precludes the Company from needing to reassess 1) whether any expired or existing contracts are or contain leases, 2) the lease classification of any expired or existing leases, and 3) initial direct costs for any existing leases. The Company elected not to implement the practical expedient related to hindsight to determine lease terms. Due to the implementation of selected practical expedients, there was no cumulative effect adjustment to beginning retained earnings. ~~See~~ ~~Note 7–Leases for additional disclosures.~~

~~On January 1, 2019, the Company also~~ adopted the following Accounting Standards Updates (“ASUs”) which had no material impact on its unaudited condensed consolidated financial statements or disclosures:

~~ASU 2018-02,~~ ~~Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income -~~ This ASU gives companies the option to reclassify to retained earnings any tax effects related to items in accumulated other comprehensive income or loss that are stranded due to the Tax Cuts and Jobs Act (the “Tax Act”). Companies are required to disclose whether or not they elected to reclassify the tax effects related to the Tax Act as well as their policy for releasing income tax effects from accumulated other comprehensive income or loss. Recently Issued Accounting Standards

The Company ~~elected to early adopt~~is currently evaluating the ~~ASU on January 1, 2018 and applied the amendments in the period of adoption. As a result, the Company reclassified $1.1 million of “stranded” tax effects~~impact of the ~~Tax Act from accumulated other comprehensive income (loss) to accumulated deficit in~~ ~~the accompanying unaudited condensed consolidated balance sheet and the accompanying unaudited condensed consolidated statements of changes in stockholders’ equity.~~following recently issued ASUs:

	For the Three Months Ended March 31,																For the Three Months Ended March 31,
	2019								2018								2020								2019
	Net Loss			Shares		Per Share Amount			Net Loss			Shares		Per Share Amount			Net Loss			Shares		Per Share Amount			Net Loss			Shares		Per Share Amount
	(In thousands, except per share amounts)																(In thousands, except per share amounts)
Basic loss per share	$	(37,020	)		83,354	$	(0.44	)	$	(62,844	)		86,209	$	(0.73	)	$	(56,519	)		78,213	$	(0.72	)	$	(37,020	)		83,354	$	(0.44	)
Effect of dilutive incentive-based awards					—								—								—								—
Diluted loss per share	$	(37,020	)		83,354	$	(0.44	)	$	(62,844	)		86,209	$	(0.73	)	$	(56,519	)		78,213	$	(0.72	)	$	(37,020	)		83,354	$	(0.44	)

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

Diluted loss per share is determined using the treasury stock method based on the dilutive effect of unvested restricted stock and certain shares of common stock that are issuable upon exercise of stock options. There were approximately ~~1,893,000~~1,700,000 and ~~4,495,000~~1,893,000 potentially dilutive shares excluded from the computation of diluted loss per share during the three months ended March 31, ~~2019~~2020 and ~~2018,~~2019, respectively, as their effect would have been anti-dilutive due to the Company’s net loss in those periods. ~~The~~Approximately 1,696,000 and 2,295,000 of the Company’s outstanding performance-vesting restricted awards ~~of approximately 2,295,000 and 2,730,000~~ as of March 31, ~~2019~~2020 and ~~2018,~~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 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, ~~2019~~2020 and ~~2018~~2019 was ~~29.0%~~26.3% and ~~27.0%~~29.0%, respectively, and differs from the effective statutory federal income tax rate of 21.0% primarily due to state income taxes, a valuation allowance adjustment on state net operating loss carryforwards, and other permanent items. Due to the uncertainty of realizing the benefit from the deferred tax asset recorded for certain state net operating loss carryforwards, the Company has recorded a valuation allowance of approximately $6.7 million and $5.2 million, net of federal tax benefit, on the deferred tax assets related to those state net operating losses as of March 31, 2020 and December 31, 2019, respectively.

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

Other accrued liabilities at March 31, ~~2019~~2020 and December 31, ~~2018,~~2019, consisted of the following:

	March 31,		December 31,		March 31,		December 31,
	2019		2018		2020		2019
	(In thousands)				(In thousands)
Self-insurance reserve	$	6,895	$	6,895	$	7,488	$	7,488
Accrued property taxes		2,910		—		2,796		1,189
Accrued interest		1,095		490		1,387		573
Dividends		23		84
Accrued legal settlements						—		65,000
Other		18,142		15,597		8,954		7,591
Total other accrued liabilities	$	29,065	$	23,066	$	20,625	$	81,841

As of March 31, 2019 and December 31, 2018, other liabilities above include $11.5 million related to the EZPay plan legal settlement (see further discussion in Note 11–Commitments and Contingencies).

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, net, as of March 31, ~~2019~~2020 and December 31, ~~2018~~2019 consisted of the following:

March 31,

December 31,

2019

2018

(In thousands)

Term B-5 Loans (effective interest rate of 5.50% and 5.52% at
March 31, 2019 and December 31, 2018, respectively)

$
1,519,513

$
1,523,389

Revolving credit facility (effective interest rate of 5.16% and
5.17% at March 31, 2019 and December 31, 2018, respectively)

65,000

30,000

Total long-term debt

1,584,513

1,553,389

Less discounts

(6,100
)

(6,564
)
Less debt issuance costs

(6,206
)

(6,641
)
Less current maturities

(80,505
)

(45,505
)
Total long-term debt, net

$
1,491,702

$
1,494,679

	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 ~~October 31, 2018,~~March 10, 2020, SEA entered into ~~a refinancing~~an amendment, Amendment No. 910 (the ~~“Amended~~“Amendment No. 10”) to its Amended Credit ~~Agreement”~~Agreement. Pursuant to Amendment No. 10, SEA increased the revolving credit commitments available under the Amended Credit Agreement from $210.0 million to an aggregate of $332.5 million. On April 19, 2020, SEA entered into another amendment, Amendment No. 11, (the “Amendment No. 11”). to its Amended Credit Agreement to amend certain provisions therein. See further discussion in the Restrictive Covenants section which follows.

As of March 31, ~~2019,~~2020, the Senior Secured Credit Facilities consisted of ~~$1.52~~$1.504 billion in Term B-5 Loans which will mature on March 31, 2024 and a ~~$210.0~~$332.5 million revolving credit facility (the “Revolving Credit Facility”), of which ~~$65.0 million was outstanding as of March~~will mature on October 31, ~~2019.~~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 ~~as of March 31, 2019 and December 31, 2018,~~ due to the Company’s intent at that time to repay the ~~borrowings within the following twelve month period. Subsequent to March 31, 2019, SEA repaid a net of $40.0 million on the Revolving Credit Facility.~~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,~~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, ~~2019,~~2020, SEA had approximately ~~$21.3~~$19.9 million of outstanding letters of credit and ~~$65.0~~$312.5 million outstanding on its Revolving Credit Facility leaving ~~$123.7 million~~0 remaining amount available for ~~borrowing.~~borrowing under the Revolving Credit Facility.

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.

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

The ~~Amended Credit Agreement removed all previous financial covenants on the Term B-5 Loans. The~~ Revolving Credit Facility requires that the Company comply with a springing maximum first lien secured leverage ratio of 6.25x to be tested as of the last day of any fiscal quarter, solely to the extent that on such date the aggregate amount of funded loans and letters of credit (excluding undrawn letters of credit in an amount not to exceed $30.0 million and cash collateralized letters of credit) under the Revolving Credit Facility exceeds an amount equal to 35% of the then outstanding commitments under the Revolving Credit Facility.Pursuant to Amendment No. 11, among other terms, SEA will be exempt from complying with its first lien secured leverage ratio covenant for each of the second, third and fourth quarters of 2020, after which SEA will be required to comply with such covenants starting at the first quarter of 2021. For purposes of calculating compliance with such covenant, unless a Triggering Event occurs (as defined in Amendment No. 11), beginning with the first quarter of 2021, to the extent trailing Adjusted EBITDA (as defined in Amendment No. 11) for the second, third or fourth quarters of 2020 would have otherwise been included in the calculation of such covenant, in lieu of using actual Adjusted EBITDA for such periods, Adjusted EBITDA for such applicable periods will be deemed to be actual Adjusted EBITDA for the corresponding quarter of 2019. In addition, SEA will be required to comply with a quarterly minimum liquidity test (defined as unrestricted cash and cash equivalents and available commitments under the Revolving Credit Facility) of not less than $75.0 million until the earlier of September 30, 2021 or the date on which the Company elects to use the actual Adjusted EBITDA for purposes of calculating its financial maintenance covenant. SEA will also be restricted from paying certain dividends or making other restricted payments through the third quarter of 2021 unless certain conditions are met.

As of March 31, ~~2019, SEA was in compliance with all covenants contained in the documents governing the Senior Secured Credit Facilities.~~

The Senior Secured Credit Facilities permit restricted payments in an aggregate amount per annum equal to the sum of (A) $25.0 million plus (B) an amount, if any, equal to (1) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment, is no greater than 3.50 to 1.00, an unlimited amount, (2) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 4.00 to 1.00 and greater than 3.50 to 1.00, the greater of (a) $95.0 million and (b) 7.50% of Market Capitalization (as defined in the Senior Secured Credit Facilities), (3) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 4.50 to 1.00 and greater than 4.00 to 1.00, $95.0 million and (4) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 5.00 to 1.00 and greater than 4.50 to 1.00, $65.0 million.

~~As of March 31, 2019,~~2020, the total net leverage ratio as calculated under the Senior Secured Credit Facilities was ~~3.51~~3.89 to 1.00, which would result in the Company having approximately $185.0 million available capacity for restricted payments. However, the available capacity for restricted payments is recalculated at the beginning of each quarter, or upon declaration of a restricted payment, as set forth in the credit agreement. 1.00.

Long-term debt at March 31, ~~2019~~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 inbelow based on the Company’s current ~~maturities of long-term debt in~~intent to repay the ~~accompanying unaudited condensed consolidated balance sheet as of March 31, 2019.~~borrowings and is subject to change:

Years Ending December 31,	(In thousands)		(In thousands)
Remainder of 2019	$	76,629
2020		15,505
Remainder of 2020			$	11,629
2021		15,505		328,005
2022		15,505		15,505
2023		15,505		15,505
Thereafter		1,445,864		1,445,863
Total	$	1,584,513	$	1,816,507

As of March 31, ~~2019,~~2020, the Company has ~~five~~5 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 8–7–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 ~~$20.1~~$18.3 million and ~~$24.0~~$20.1 million in the three months ended March 31, 2020 and 2019, ~~and 2018,~~ respectively. Cash paid for interest in the three months ended March 31, 2018, includes $5.1 million relating to the Company’s fourth quarter 2017 interest payable on its Senior Secured Credit Facilities which was paid on January 5, 2018.

~~The Company adopted ASC 842,~~ ~~Leases~~, as of January 1, 2019 using the modified retrospective approach and elected the “Comparatives Under 840 Option” allowing the Company to not recast comparative periods in the period of adoption but present those periods under historical requirements of ASC 840. The Company has land, warehouse and office space, and equipment leases which are classified as either operating or financing obligations.

~~Under the provisions of ASC 842, right to use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.~~ ~~Lease terms may include options to renew when it is reasonably certain that the Company will exercise that option.~~ ~~Lease expense for lease payments is recognized on a straight-line basis over the term of the operating lease.~~

The present value of future minimum lease payments is calculated using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate, which reflects the rate of interest the Company would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. As most of the Company’s leases do not provide an implicit rate, the Company uses incremental borrowing rates based on the information available at commencement date in determining the present value of the lease payments. In calculating the incremental borrowing rates, the Company considered recent ratings from credit agencies, recent trading prices on the Company’s debt, and current lease demographic information. The Company used the incremental borrowing rates on December 31, 2018 for newly recognized operating leases that commenced prior to that date. The Company applies the incremental borrowing rates at a portfolio level based on lease terms.

The Company has elected not to recognize on the balance sheet leases with an initial and expected term of 12 months or less, instead lease expense is recognized for these short-term leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed upon adoption of ASC 842, the Company has elected to combine lease and non-lease components for each class of underlying asset based on a practical expedient permitted under ASC 842.

Some of the Company’s leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years or more. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or a purchase option reasonably certain of exercise.

Certain of the Company’s lease agreements include rental payments based on a percentage of sales over contractual levels and others include rental payments adjusted periodically for inflation. These variable lease payments are typically recognized when the underlying event occurs and are included in operating expenses in the Company's unaudited condensed consolidated statements of comprehensive loss in the same line item as the expense arising from fixed lease payments. The Company’s lease agreements do not contain any material residual value guarantees, material restrictive covenants or material variable lease costs other than those described below related to the Company’s land lease.

The Company has a land lease which consists of a long-term lease with the City of San Diego covering approximately 190 acres, including approximately 17 acres of water in Mission Bay Park, California (the “Premises”). Under the terms of the lease, the Premises must be used as a marine park facility and related uses. In addition, the Company may not operate another marine park facility within a radius of 560 miles from the City of San Diego. The annual rent under the lease is variable and calculated on the basis of a specified percentage of the Company’s gross income from the Premises, or the minimum yearly rent, whichever is greater. The current lease term for the Premises ends in June 2048 with a corresponding lease liability being amortized using an estimated incremental borrowing rate of 8.2%. The minimum yearly rent is adjusted every three years to an amount equal to 80% of the average accounting year rent actually paid for the three previous years. The current minimum yearly rent is approximately $10.4 million, which is subject to adjustment on January 1, 2020. Actual payments may vary from the annual straight-line minimum base rent based on shift of seasonal performance results. Rent payments related to the Premises for the three months ended March 31, 2019 were approximately $1.7 million. Upon adoption of ASC 842, the Company also reclassified a favorable lease asset net balance of $14.0 million related to the Premises from other intangible assets, net, to right of use assets-operating on the accompanying unaudited condensed consolidated balance sheet as of March 31, 2019.

~~The tables below present the lease balances and their classification on the accompanying unaudited condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018:~~

~~The table below presents the lease costs and their classification on the accompanying unaudited condensed consolidated statements of comprehensive loss for the three months ended March 31, 2019:~~

In addition to the operating lease costs above, short term rent expense for the three months ended March 31, 2019 was approximately $0.8 million and is included in operating expenses and selling, general and administrative expenses on the accompanying unaudited condensed consolidated statements of comprehensive loss.

~~The table below presents the Company’s lease maturities as of March 31, 2019:~~

Operating leases

Years Ending December 31,

Land lease

Other operating leases

Total operating leases

Financing leases

(In thousands)

Remainder of 2019

$
7,801

$
3,109

$
10,910

$
622

2020

10,401

3,824

14,225

825

2021

10,401

3,478

13,879

332

2022

10,401

2,497

12,898

208

2023

10,401

1,954

12,355

204

2024

10,401

1,740

12,141

201

Thereafter

244,431

2,993

247,424

2,593

Total lease payments

304,237

19,595

323,832

4,985

Less: Imputed Interest

(188,224
)

(3,371
)

(191,595
)

(959
)
Present value of lease liabilities

$
116,013

$
16,224

$
132,237

$
4,026

~~Operating lease payments include approximately $8.2 million related to options to extend lease terms that are reasonably certain of being exercised.~~

~~The table below presents the future minimum lease payments for long-term non-cancellable operating and financing leases under ASC 840 as of December 31, 2018:~~

~~The table below presents the weighted average remaining lease terms and applicable discount rates as of March 31, 2019:~~

~~The table below presents the cash flows and supplemental information associated with the Company’s leasing activities for the three months ended March 31, 2019:~~

All long-lived assets, including right to use assets associated with leases, are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. The measurement of an impairment loss to be recognized is based upon the difference between the estimated fair value and the carrying amounts of the assets. Fair value is generally determined based upon a discounted cash flow analysis.

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, ~~2019~~2020 and December 31, ~~2018,~~2019, the Company did ~~not~~0t have any derivatives outstanding that were not designated in hedge accounting relationships.

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, ~~2019~~2020 and ~~2018,~~2019, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

As of March 31, ~~2019,~~2020, the Company has ~~five~~5 Interest Rate Swap Agreements, ~~that mature on May 14, 2020,~~ which effectively fix the interest rate on LIBOR-indexed interest payments associated with $1.0 billion of SEA’s outstanding long-term ~~debt.~~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 ~~income (loss)~~loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive ~~income (loss)~~loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. ~~During~~Through the ~~next 12 months,~~expiration date of May 14, 2020, the Company estimates that an additional ~~$0.5~~$1.2 million will be reclassified as ~~a reduction~~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, ~~2019~~2020 and December 31, ~~2018:~~2019:

Asset Derivatives

Liability Derivatives

As of March 31, 2019

As of December 31, 2018

As of March 31, 2020

As of December 31, 2019

Balance Sheet

Location

Fair Value

Balance Sheet

Location

Fair Value

Balance Sheet

Location

Fair Value

Balance Sheet

Location

Fair Value

Derivatives designated as hedging instruments:

(In thousands)

Interest rate swap agreements

Other assets

301

Other assets

3,109

Other liabilities

1,198

Other liabilities

2,156

Total derivatives designated as hedging instruments

301

3,109

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, ~~2019~~2020 and ~~2018:~~2019:

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 0 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.

The following table reflects the changes in accumulated other comprehensive ~~income (loss)~~loss for the three months ended March 31, ~~2019,~~2020, net of tax:

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 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, ~~2019~~2020 and December 31, ~~2018.~~2019. The fair value of the term loans as of March 31, ~~2019~~2020 and December 31, ~~2018~~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.

~~There were~~ The Company did no ~~transfers between Levels 1, 2 or 3 during the three months ended~~t have any assets measured on a recurring basis at fair value at March 31, ~~2019.~~2020. The following table presents the Company’s estimated fair value measurements and related classifications for ~~assets and~~ liabilities measured on a recurring basis as of March 31, ~~2019:~~2020.

	Quoted Prices in								Quoted Prices in
	Active Markets		Significant						Active Markets		Significant
	for Identical		Other		Significant				for Identical		Other		Significant
	Assets and		Observable		Unobservable		Balance at		Assets and		Observable		Unobservable		Balance at
	Liabilities		Inputs		Inputs		March 31,		Liabilities		Inputs		Inputs		March 31,
	(Level 1)		(Level 2)		(Level 3)		2019		(Level 1)		(Level 2)		(Level 3)		2020
Assets:	(In thousands)
Liabilities:									(In thousands)
Derivative financial instruments ^(a)	$	—	$	301	$	—	$	301	$	—	$	1,198	$	—	$	1,198
Liabilities:
Long-term obligations ^(b)	$	—	$	1,584,513	$	—	$	1,584,513	$	—	$	1,816,507	$	—	$	1,816,507

~~There were~~ The Company did no ~~transfers between Levels 1, 2 or 3 during the year ended~~t have any assets measured on a recurring basis at fair value at December 31, ~~2018.~~2019. The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of December 31, ~~2018:~~2019:

	Quoted Prices in								Quoted Prices in
	Active Markets		Significant						Active Markets		Significant
	for Identical		Other		Significant				for Identical		Other		Significant
	Assets and		Observable		Unobservable		Balance at		Assets and		Observable		Unobservable		Balance at
	Liabilities		Inputs		Inputs		December 31,		Liabilities		Inputs		Inputs		December 31,
	(Level 1)		(Level 2)		(Level 3)		2018		(Level 1)		(Level 2)		(Level 3)		2019
Assets:	(In thousands)
Liabilities:									(In thousands)
Derivative financial instruments ^(a)	$	—	$	3,109	$	—	$	3,109	$	—	$	2,156	$	—	$	2,156
Liabilities:
Long-term obligations ^(b)	$	—	$	1,553,389	$	—	$	1,553,389	$	—	$	1,557,883	$	—	$	1,557,883

OnIn March ~~24,~~ 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. ~~See Note 1~~–~~Description of Business and Basis of Presentation for further details.~~ In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed. ~~For~~See Note 1–Description of Business and Basis of Presentation for further details including amounts recorded as revenue in the three months ended March 31, 2019 and 2018, the Company recorded approximately $1.7 million and $1.3 million, respectively, in food, merchandise and other revenue in the accompanying unaudited condensed consolidated statements of comprehensive loss related to the ZHG Agreements.

As previously disclosed, Sun Wise (UK), Co., Ltd, ~~a private limited company incorporated under the laws of England and Wales and~~ an affiliate to the ZHG Group (“~~SunWise”~~Sun Wise”), ~~reported~~previously held beneficial ownership of 19,452,063 shares (the “Pledged Shares”) of the Company’s common stock, ~~as well as its pledge of such shares related to~~which Sun Wise had pledged in connection with certain loan obligations of ~~SunWise. Subsequent to March 31, 2019, Lord Central Opportunity V Limited,~~Sun Wise. Sun Wise subsequently defaulted on such loan obligations and, as ~~security agent (the “Security Agent”) for PA Eminent Opportunity VI Limited (a controlled affiliate~~a result, certain of ~~PAG (f/k/a Pacific Alliance Group) and China Huarong International Holdings Limited~~its lenders (together, the “Lenders”)~~, advised the Company that the Lenders have notified SunWise of a default under its loan obligations, the Lenders have~~ 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 ~~accordingly,~~the Company agreed to purchase 5,615,874 of the Pledged Shares ~~have been transferred to the name of~~held by the Security Agent at a price per share equal to $26.71 (the ~~“Transfer”~~“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%.

~~11.~~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 3 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.

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 ~~27,~~17, 2015, Court-appointed Lead Plaintiffs, Pensionskassen For Børne- Og Ungdomspædagoger and Arkansas Public Employees Retirement System, together with additional plaintiffs, Oklahoma City Employee Retirement System and Pembroke Pines Firefighters and Police Officers Pension Fund (collectively, “Plaintiffs”), filed an amended complaint against the Company, the Chairman of the Company’s Board, certain of its

directors, certain of its executive officers, Blackstone, and underwriters of the initial public offering and secondary public offerings. The amended complaint alleges, among other things, that the prospectus and registration statements filed contained materially false and misleading information in violation of the federal securities laws and seeks unspecified compensatory damages and other relief. Plaintiffs contend that defendants knew or were reckless in not knowing that the film Blackfish was impacting SeaWorld’s business at the time of each public statement. On May 29, 2015, the Company and the other defendants filed motions to dismiss the amended complaint. On March 31, 2016, the Court granted the motions to dismiss the amended complaint, in its entirety, without prejudice. On May 31, 2016, Plaintiffs filed a second amended consolidated class action complaint, ~~(“Second Amended Complaint”),~~ which, among other things, no longer names the Company’s Board or underwriters as ~~defendants and no longer brings claims based on the prospectuses and registration statements. On September 30, 2016, the Court denied the renewed motion to dismiss the Second Amended Complaint.~~ defendants.

On ~~May 19, 2017, Plaintiffs filed~~February 11, 2020, the Company announced that it had entered into a ~~motion~~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 ~~class certification, which~~claims alleging violations of Sections 10(b) and 20(a) of the ~~Court granted on November 29, 2017. On December 13, 2017, Defendants filed a petition~~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 ~~permission to appeal~~court approval of the Court’s class certification order with the United States Court of Appeals for the Ninth Circuit, which was denied on June 28, 2018. Discovery is now complete and, on April 15, 2019, Defendants filed a motion for summary judgment. Also on April 15, 2019, Defendants filed motions to exclude each of Plaintiffs’ three expert witnesses and Plaintiffs filed motions to exclude two of Defendants’ expert witnesses. The trialsettlement is currently scheduled for ~~September 10, 2019. The~~July 22, 2020. During the year ended December 31, 2019, the Company ~~believes that~~recorded $32.1 million of legal settlement charges, net of insurance recoveries, related to this case, which was paid during the ~~class action lawsuit is without merit and intends to defend the lawsuit vigorously; however, there can be no assurance regarding the ultimate outcome of this lawsuit.~~three months ended March 31, 2020.

On June 14, 2018, a lawsuit captioned Highfields Capital I LP et elal v. SeaWorld Entertainment, Inc. et ~~el,~~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 ~~documentary~~ 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.

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 ~~case is currently stayed in favor~~final settlement of the ~~securities class action captioned Baker v. SeaWorld Entertainment, Inc., et al. described above.~~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.

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 ~~orcas,~~killer whales, resulting in confusion or misunderstanding among ticket and orca plush purchasers with intent to deceive and mislead the plaintiffs and purported class members. The complaint seeks restitution, equitable relief, attorneys’ fees and costs. Based on plaintiffs’ definition of the class, the amount in controversy could have exceeded $5.0 million assuming the class became certified. The liability exposure is speculative though. On May 14, 2015, the Company removed the case to the United States District Court for the Northern District of California.

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

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 ~~October 2019. A court-mandated mediation is scheduled for May 17, 2019.~~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 ~~these lawsuits.~~

On December 3, 2014, a purported class action lawsuit was filed in the United States District Court for the Middle District of Florida, Tampa Division against SeaWorld Parks & Entertainment, Inc. The case, captioned Jason Herman, Joey Kratt, and Christina Lancaster, as individuals and on behalf of all others similarly situated, v. SeaWorld Parks & Entertainment, Inc. case no: 8:14-cv-03028-MSS-JSS, was certified as a class action in 2018. The Court certified a class action on two claims for relief -- breach of contract and violation of federal Electronic Funds Transfer Act, 15 U.S.C. section 1693 et seq. on behalf of three individual plaintiffs and two classes: (i) individuals in the states of Florida, Texas, Virginia and California who paid for an annual pass through EZ pay in “less than twelve months,” had their passes automatically renewed and did not use the renewed passes after the first year or were not issued a full refund of payments made after the twelfth payment; and (ii) all of these same individuals who used debit cards.

~~In April 2018, the Company reached a preliminary agreement in principle to settle~~ this matter for a payment of $11.5 million into a common fund, plus certain administrative costs and expenses associated with the proposed settlement. On April 29, 2019, the Court entered an order approving the final settlement. The Company has accrued $11.5 million related to this settlement in other accrued liabilities as of March 31, 2019 and December 31, 2018 on the accompanying unaudited condensed consolidated balance sheet.lawsuit.

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.~~flows

~~On May 16, 2017, SEA entered into~~Pursuant to a license agreement (“License ~~Agreement (the “License~~ Agreement”) with Sesame Workshop, ~~(“Sesame”),~~the Company pays a ~~New York not-for-profit corporation. SEA’s~~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: (i)~~include, among other items, the opening of a ~~new Sesame Place theme~~second standalone park (“Standalone Park”) no later than mid-2021 ~~in a location to be determined; (ii) building a new Sesame Land in SeaWorld Orlando by fall 2022; (iii) investing in~~and minimum annual capital and marketing thresholds; and (iv) providing support for agreed upon sponsorship and charitable initiatives. As of March 31, 2019, the Company estimates the combined remaining obligations for these commitments could be up to approximately $60.0 million over the remaining term of the agreement.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. OnAs of March ~~27,~~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 ~~opened a new~~announced that it will convert Aquatica San Diego into its second Sesame ~~Land~~Place Standalone Park in ~~SeaWorld Orlando.~~

~~Pursuant~~the spring of 2021. While construction began in the fall of 2019, it was temporarily paused due to the ~~License Agreement with Sesame Workshop, the~~COVID-19 pandemic. 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.~~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.

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

Total equity compensation expense was $3.2 million and $7.5 million for the three months ended March 31, 2019 and 2018, respectively. Equity compensation expense for the three months ended March 31, 2018 includes approximately $4.5 million related to certain equity awards which were accelerated to vest in the first quarter of 2018 in connection with the departure of certain executives as required by their respective employment agreements. See Note 14–Restructuring and Other Separation Costs for further details. Equity compensation expense is included in selling, general and administrative expenses and in operating expenses in the accompanying unaudited condensed consolidated statements of comprehensive loss.

~~The activity related to the Company’s time-vesting and performance-vesting awards during the three months ended March 31, 2019 is as follows:~~

Performance-Vesting Restricted shares/units

Time-Vesting
Restricted shares/units

Bonus Performance
Restricted units

Long-Term
Incentive
Performance
Restricted shares/units

Shares/Units

Weighted
Average
Grant Date
Fair
Value per
Share/Unit

Units

Weighted
Average
Grant Date
Fair
Value per
Unit

Shares/Units

Weighted
Average
Grant Date
Fair
Value per
Share/Unit

Outstanding at December 31, 2018

901,704

$
17.34

560,710

$
15.06

1,155,486

$
15.82

Granted

47,772

$
25.70

224,928

$
25.70

1,233,742

$
25.70

Vested

(87,079
)

$
17.12

(319,868
)

$
15.06

(27,877
)

$
15.24

Forfeited

(121,518
)

$
16.33

(246,678
)

$
15.32

(285,428
)

$
18.11

Outstanding at March 31, 2019

740,879

$
18.07

219,092

$
25.70

2,075,923

$
21.39

~~The activity related to the Company’s stock option awards during the three months ended March 31, 2019 is as follows:~~

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:

The ~~weighted average grant date fair value of stock options granted during~~credit in equity compensation expense for the three months ended March 31, ~~2019 was $8.45. Key weighted-average assumptions utilized~~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 ~~the Black-Scholes Option Pricing Model~~connection with his departure. See Long-term Incentive Performance Restricted Awards section which follows for ~~stock options granted during the three months ended March 31, 2019 were:~~

The Company has reserved ~~15,000,000~~15.0 million shares of common stock for issuance under its Omnibus Incentive Plan (the “Omnibus Incentive Plan”), of which approximately ~~8,520,000~~8.75 million shares are available for future issuance as of March 31, ~~2019.~~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.

During the three months end March 31, 2019, the Company granted performance-vesting restricted units (the “Bonus Performance Restricted Units”) in accordance with its annual bonus plan for 2019 (the “2019 Bonus Plan”). The 2019 Bonus Plan provides for bonus awards payable 50% in cash and 50% in Bonus Performance Restricted Units and is based upon the Company’s achievement of specified performance goals, as defined by the 2019 Bonus Plan, with respect to the year ended December 31, 2019 (the “Fiscal 2019”). The total number of units eligible to vest into shares of stock is based on the level of achievement of the targets for Fiscal 2019 which ranges from 0% (if below threshold performance) up to 200% (at or above maximum performance).

The Company ~~also~~ had an annual bonus plan for the fiscal year ended December 31, ~~2018~~2019 (“Fiscal ~~2018”~~2019”), under which certain employees were eligible to vest in ~~Bonus~~performance vesting restricted units (the “Bonus Performance Restricted ~~Units~~Units”) based upon the Company’s achievement of certain performance goals with respect to Fiscal ~~2018.~~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 ~~2018~~2019 results, a portion of these Bonus Performance Restricted Units and the Supplemental Grant vested in the three months ended March 31, ~~2019 and the remaining forfeited~~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”).

During the three months ended March 31, ~~2019, the Company granted long-term incentive plan awards for 2019 (the “2019 Long-Term Incentive Grant”) which were comprised of~~ nonqualified stock options (the “Long-Term Incentive Options”) and performance-vesting restricted units (the “Long-Term Incentive Performance Restricted Units”) (collectively, the “Long-Term Incentive Awards”). Long-Term Incentive Awards for 2019, 2020, and 2021 combined were granted to certain employees during the three months ended March 31, 2019. The Company does not expect additional Long-Term Incentive Awards to be granted to these employees until the earlier of 2022 or in the year when the Company’s three-year performance goal is achieved, if sooner than fiscal year 2021.

Long-Term Incentive Options vest over three years, with one-third vesting on each anniversary of the date of grant, subject to continued employment through the applicable vesting date. Equity compensation expense for these options is recognized using the straight line method.

The Long-Term Incentive Performance Restricted Units are expected to vest following the end of the three-year performance period beginning on January 1, 2019 and ending on December 31, 2021 based upon the Company’s achievement of specified performance goals for Fiscal 2021, as defined by the 2019 Long-Term Incentive Grant. The total number of Long-Term Incentive Performance Restricted Units eligible to vest will be based on the level of achievement of the performance goals and ranges from 0% (if below threshold performance) up to 100% (for target or above performance). Upon achievement of the performance goals, only 50% of the award for a given level of performance will vest, with the remaining 50% subject to a one-year performance test period. The goal achieved must be met again or exceeded the next fiscal year before the remaining units are earned.

During the three months ended March 31, 2019, the Company also granted time-restricted units which vest over three years to certain employees, with one-third vesting on each anniversary of the date of grant, subject to continued employment through the applicable vesting date. Equity compensation expense is recognized using the straight line method.

The Company also has outstanding long-term incentive time restricted shares, long-term incentive performance restricted shares and long-term incentive options granted under previous long-term incentive plan grants. During the three months ended March 31, 2019, a portion of ~~the~~ previously granted long-term incentive performance restricted ~~shares~~awards related to completed performance periods ~~vested, with the remainder forfeiting in accordance with their terms.~~vested. The remaining outstanding long-term incentive performance restricted ~~shares~~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 ~~are~~were no longer considered probable of vesting as of March 31, ~~2019;~~2020; therefore, equity compensation expense ~~has been recorded~~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.

As of March 31, ~~2019, 93,748,617~~2020, 94,345,017 shares of common stock were issued in the accompanying unaudited condensed consolidated balance sheet, which excludes ~~627,989~~126,595 unvested shares of common stock and ~~2,407,905~~2,105,564 unvested restricted stock units held by certain participants in the Company’s equity compensation plans (see Note ~~12–~~11–Equity-Based Compensation) and includes ~~10,174,589~~16,260,248 shares of treasury stock held by the Company.

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. Through December 31, 2018, the Company had repurchased an aggregate of $158.0 million under the Share Repurchase Program. On February 22, 2019, the Board approved a replenishment to the Share Repurchase Program bringing the total amount available for future purchases back up to $250.0 million, which is the remaining authorization as of March 31, 2019. There were no share repurchases under the Share Repurchase Program duringDuring the three months ended March 31, ~~2019~~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 ~~2018.~~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.

The Company is committed to continuous improvement and regularly evaluates operations to ensure it is properly organized for performance and efficiency. As a result, during the three months ended March 31, 2019, the Company recorded approximately $2.6 million in pre-tax charges primarily consisting of severance and other termination benefits related to positions eliminated in 2019, which is included in restructuring and other separation costs in the accompanying unaudited condensed consolidated statements of comprehensive loss.

In August 2018, the Company announced a restructuring program (the “2018 Restructuring Program”) focused on reducing costs, improving operating margins and streamlining its management structure to create efficiencies and better align with its strategic business objectives. The 2018 Restructuring Program involved the elimination of approximately 125 positions during the third quarter of 2018 across the Company’s theme parks and its corporate headquarters. As a result, during the year ended December 31, 2018, the Company recorded approximately $5.5 million in pre-tax restructuring charges primarily related to severance and other termination benefits, which is included in restructuring and other separation costs in the accompanying unaudited condensed consolidated statements of comprehensive loss. The Company will not incur any additional costs associated with the 2018 Restructuring Program as all continuing service obligations were completed as of December 31, 2018.

The remaining liability as of March 31, 2019 relates to restructuring and other related costs to be paid as contractually obligated by December 31, 2019 and is included in accrued salaries, wages and benefits in the accompanying unaudited condensed consolidated balance sheet.

~~For the three months ended March 31, 2018, r~~estructuring and other separation costs also includes severance and other employment expenses for certain executives who separated from the Company during 2018. In particular, on February 27, 2018, the Company announced that its President and Chief Executive Officer (the “Former CEO”) had stepped down from his position and resigned as a member of the Board. In connection with his departure, the Former CEO received a lump sum cash payment of approximately $6.7 million in severance-related benefits, in accordance with his employment agreement. Certain other executives who separated from the Company during the first quarter of 2018 also received severance-related benefits in accordance with the terms of their respective employment agreements or relevant company plan, as applicable. These severance expenses are included in restructuring and other separation costs in the accompanying unaudited condensed consolidated statements of comprehensive loss for the three months ended March 31, 2018.

Additionally, during the three months ended March 31, 2018, certain unvested equity awards were accelerated to vest in connection with the departure of specific executives as required by their respective employment agreements. As a result, the Company recorded non-cash equity compensation expense of approximately $4.5 million during the three months ended March 31, 2018, which is included in selling, general and administrative expenses ~~in the accompanying unaudited condensed consolidated statements of comprehensive loss. See~~ ~~Note 12–Equity-Based Compensation for further details.~~

Item 2. Management’s Discussion and ~~Analysis~~Analysis of Financial Condition and Results of Operations

The following discussion contains management’s discussion and analysis of our financial condition and results of operations and should be read together with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion should also be read in conjunction with our consolidated financial statements and related notes thereto, and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs and involve numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our Annual Report on Form 10-K, and under “Part II, Item 1A., Risk Factors” in this Quarterly Report on Form 10-Q, as such risk factors may be updated from time to time in our periodic filings with the SEC. Actual results may differ materially from those contained in any forward-looking statements. You should carefully read “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.

We are a leading theme park and entertainment company providing experiences that matter and inspiring guests to protect animals and the wild wonders of our world. We own or license a portfolio of recognized brands, including SeaWorld, Busch Gardens, Aquatica, Discovery Cove and Sesame ~~Place and Sea Rescue.~~Place. Over our more than ~~50-year~~60-year history, we have developed a diversified portfolio of 12 ~~highly~~ differentiated theme ~~parks and water~~ parks that are grouped in key markets across the United States. Many of our theme parks showcase our one-of-a-kind zoological collection and feature a diverse array of both thrill and ~~family~~family-friendly rides, ~~shows,~~ educational ~~demonstrations~~presentations, shows and/or other attractions with broad demographic appeal which deliver memorable experiences and a strong value proposition for our guests.

In response to the global COVID-19 pandemic, and in compliance with government restrictions, we have temporarily closed all of our theme parks, effective March 16, 2020. We continue to monitor guidance from federal, state and local authorities to determine when we are able to re-open our parks. Since the global COVID-19 pandemic has begun we have taken proactive measures for the safety of our guests, employees and animals, to appropriately manage costs and expenditures, and to provide liquidity in response to COVID-19. See further discussion concerning the proactive measures we have taken in Note 1–Description of the Business and Basis of Presentation to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Factoring in measures already taken in response to COVID-19, we estimate net cash outflows to be up to approximately $25 million per month, on average, while our parks remain closed, which reflects our current estimate of ongoing park and operating costs, average debt amortization and interest and capital expenditures. We are actively evaluating additional cost reduction and cash saving measures. For other factors concerning the global COVID-19 pandemic, see the “Risk Factors” section of our Annual Report on Form 10-K, and under “Part II, Item 1A., Risk Factors” in this Quarterly Report on Form 10-Q, as such risk factors may be updated from time to time in our periodic filings with the SEC.

Effective April 4, 2020, Sergio D. Rivera resigned from his position of Chief Executive Officer and as a member of our Board. As a result, the Board appointed Marc G. Swanson, our Chief Financial Officer and Treasurer, to serve as Interim Chief Executive Officer and Elizabeth C. Gulacsy, our Chief Accounting Officer, to serve as Interim Chief Financial Officer and Treasurer in addition to her role of Chief Accounting Officer. Also on April 4, 2020, the Board appointed Walter Bogumil to serve as the Company’s Chief Operating Officer.Mr. Rivera was not entitled to any severance benefits in connection with his departure and forfeited his outstanding equity awards.

Our revenues are driven primarily by attendance in our theme parks and the level of per capita spending for admission and per capita spending for culinary, merchandise and other in-park products. We define attendance as the number of guest visits. Attendance drives admissions revenue as well as total in-park spending. Admissions revenue primarily consists of single-day tickets, annual or season passes (collectively referred to as season passes) or other multi-day or multi-park admission products. During the period the parks are temporarily closed due to the COVID-19 pandemic, which started on March 16, 2020, we are not recognizing revenue from our parks.

Total revenue per capita, defined as total revenue divided by total attendance, consists of admission per capita and in-park per capita spending:

See further discussion in the ~~“Results~~“Results of ~~Operations”~~Operations” section which follows. For other factors affecting our revenues, see the ~~“Risk Factors”~~“Risk Factors” section of our Annual Report on Form 10-K and under “Part II, Item 1A., Risk Factors” in this Quarterly Report on Form 10-Q, as such risk factors may be updated from time to time in our periodic filings with the SEC.

The level of attendance in our theme parks is a function of many factors, including affordability, the opening of new attractions and shows, competitive offerings, weather, marketing and sales efforts, awareness and type of ticket and park offerings, travel patterns of both our domestic and international guests, fluctuations in foreign exchange rates and global and regional economic conditions, ~~travel patterns of both our domestic and international guests, marketing and sales efforts, awareness of park offerings,~~ consumer confidence, ~~and~~the external perceptions of our brands and reputation, ~~among~~federal, state and local regulations related to public places, industry best practices and perceptions as to safety. The external perceptions of our brands and reputation have at times impacted relationships with some of our business partners, including certain ticket resellers that have terminated relationships with us and other zoological-themed attractions. We continuously monitor factors ~~beyond~~impacting our ~~control.~~ attendance, making strategic marketing and sales adjustments as necessary.

Attendance patterns on a quarterly basis have significant seasonality, driven by the timing of holidays, school vacations, calendar shifts in the number of weekend days in a quarter and weather conditions; in addition, seven of our theme parks are seasonal and only open for part of the year.

We believe attendance in recent years was impacted by a variety of factors at some of our parks, including the external perceptions of our brands and reputation, which also impacted relationships with some of our business partners. Given current attendance results, we do not believe these factors have had a significant impact on our current attendance trends; however, we continuously monitor our external perceptions, making strategic marketing and sales adjustments as necessary, to address these or any other items that could impact attendance.

The principal costs of our operations are employee wages and benefits, advertising, maintenance, animal care, utilities and insurance. Factors that affect our costs and expenses include competitive wage pressures including minimum wage legislation, commodity prices, costs for construction, repairs and maintenance, other inflationary pressures and attendance levels, among other factors.

~~We continue~~During the three months ended March 31, 2020, in connection with a previously disclosed legal settlement, we recorded a gain of $12.5 million which is included as a reduction to ~~focus~~selling, general and administrative expenses in the accompanying consolidated statements of comprehensive loss included elsewhere in this Quarterly Report on ~~reducing costs, improving operating margins~~Form 10-Q. See Note 10–Commitments and ~~streamlining~~Contingencies to our ~~management structure to create efficiencies to better align with our strategic business objectives.~~ unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details.

We remain committed to continuous improvement and regularly evaluate operations to ~~ensure~~evaluate that we are properly organized for performance and efficiency. As part of these ongoing efforts, during the three months ended March 31, 2019, we recorded approximately $2.6 million in pre-tax charges primarily consisting of severance and other termination benefits related to positions eliminated in 2019, which is included in ~~restructuring~~severance and other separation costs in the accompanying unaudited condensed consolidated statements of comprehensive loss included elsewhere in this Quarterly Report on Form 10-Q. ~~For~~

We have also proactively taken measures to manage costs and expenditures in response to the ~~three months ended March 31, 2018, restructuring~~COVID-19 pandemic and ~~other separation costs also includes severance and other employment expenses for certain executives who separated from~~ the ~~Company during 2018.~~related park closures. See ~~Note 14–Restructuring and Other Separation Costs to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q~~the “Impact of Global COVID-19 Pandemic” section for further details.

For other factors affecting our costs and expenses, see the “Risk Factors” section of our Annual Report on Form 10-K, and under “Part II, Item 1A., Risk Factors” in this Quarterly Report on Form 10-Q, as such risk factors may be updated from time to time in our periodic filings with the SEC.

The theme park industry is seasonal in nature. Historically, we generate the highest revenues in the second and third quarters of each year, in part because seven of our theme parks are only open for a portion of the year. Approximately two-thirds of our attendance and revenues are generated in the second and third quarters of the year and we typically incur a net loss in the first and fourth quarters. The percent mix of revenues by quarter is relatively constant each year, but revenues can shift between the first and second quarters due to the timing of Easter and spring break holidays and between the first and fourth quarters due to the timing of holiday breaks around Christmas and New Year. Even for our five theme parks open year-round, attendance patterns have significant seasonality, driven by holidays, school vacations and weather conditions. Changes in school calendars that impact traditional summer vacation months could also impact attendance patterns. See “Risk Factors” for further discussion of the adverse impacts of the COVID-19 pandemic on our business and financial performance.

~~In a Schedule 13D filed on May 8, 2017, Sun Wise (UK), Co., Ltd, a private limited company incorporated under the laws of England and Wales and an affiliate~~Prior to the ~~ZHG Group (“SunWise”), reported beneficial ownership of 19,452,063 shares (the “Pledged Shares”)~~COVID-19 impacts, we had a strong start to 2020 with record attendance and revenue through the first two months of the ~~Company’s common stock, as well as its pledge~~year. Year to date attendance for the first two months of ~~such shares related to certain loan obligations~~2020 was a record 1.9 million guests, an increase of SunWise. Lord Central Opportunity V Limited, as security agent (the “Security Agent”) for PA Eminent Opportunity VI Limited (a controlled affiliate of PAG (f/k/a Pacific Alliance Group) and China Huarong International Holdings Limited (together, the “Lenders”), have advised the Company that the Lenders notified SunWise of a default under its loan obligations, the Lenders have foreclosed on the Pledged Shares and, accordingly, the Pledged Shares have been transferred0.2 million guests, or 9% when compared to the ~~name~~first two months of 2019. Total revenue for the ~~Security Agent (the “Transfer”).~~

On May 3, 2019, in connection with the Transfer and in accordance with the stockholders agreement, dated March 24, 2017, among the Company, ZHG and Zhonghong Zhuoye Group Co., Ltd. (the “Stockholders Agreement”), the Boardfirst two months of Directors (the “Board”) of the Company requested the resignation of Yongli Wang, a director designee of ZHG. Mr. Wang resigned from the Board on May 3, 2019. Mr. Wang has served as a director of the Company since 2017. Yoshi Maruyama, the Company’s Chairman of the Board,2020 was also a ~~director designee~~record of ~~ZHG prior~~approximately $120.6 million, an increase of $13.0 million, or 12%, when compared to ~~May 3,~~the first two months of 2019. The ~~Board~~COVID-19 pandemic has ~~determined that Yoshi Maruyama’s extensive experience~~materially impacted our revenue and ~~skill set make him a valuable member~~results of ~~the Board and asked Mr. Maruyama to remain in his current role as Chairman of the Board, although ZHG’s board nomination rights under the Stockholders Agreement have terminated.~~

~~For further discussion on the Transfer, see our Current Report on Form 8-K, filed with the SEC on May 6, 2019.~~

~~Effective February 18, 2019, our Board appointed Gustavo (“Gus”) Antorcha to serve as Chief Executive Officer of the Company and John T. Reilly to serve as Chief Operating Officer of the Company.~~ ~~Effective on March 31, 2019, Mr. Reilly resigned from his position of Chief Operating Officer.~~

On February 26, 2018, Joel K. Manby (the “Former CEO”) stepped down from his position as President and Chief Executive Officer of the Company and resigned as a member of our Board. In connection with his departure, the Former CEO received severance-related benefits in accordance with his employment agreement dated March 16, 2015. Certain other executives who separated from the Company during 2018 also received severance-related benefits in accordance with the terms of their respective employment agreements or relevant company plan, as applicable. These expenses are included in restructuring and other separation costsoperations for the three months ended March 31, ~~2018 in the accompanying unaudited condensed consolidated statements of comprehensive loss included elsewhere in this Quarterly Report on Form 10-Q.~~

Additionally, certain equity awards were accelerated to vest in 2018 in connection with the departure of specific executives as required by their respective employment agreements. As a result, we recorded incremental non-cash equity compensation expense of approximately $4.5 million related to these awards, which is included in selling, general and administrative expenses for the three months ended March 31, 2018 in the accompanying unaudited condensed consolidated statements of comprehensive loss. See Note 14–Restructuring and Other Separation Costs and Note 12–Equity-Based Compensation in our notes2020 due primarily to the ~~unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report~~resulting park closures effective on ~~Form 10-Q.~~

We believe that in addition to the growth potential that exists domestically, our brands can also have significant appeal in certain international markets. We continue to make progress in our partnership with Miral Asset Management LLC to develop SeaWorld Abu Dhabi, a first-of-its-kind marine life themed park on Yas Island (the “Middle East Project”). As part of this partnership, we are providing certain services pertaining to the planning and designMarch 16, 2020. See “Risk Factors” for further discussion of the ~~Middle East Project, with funding received from~~adverse impacts of the COVID-19 pandemic on our partner in the Middle East expected to offset our internal expenses. SeaWorld Abu Dhabi is expected to be completed in 2022. 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 stage.

In March 2017, we entered into a Park Exclusivity and Concept Design Agreement (the “ECDA”) and a Center Concept and Preliminary Design Support Agreement (the “CDSA”) (collectively, the “ZHG Agreements”) with Zhonghong Holding, Co. Ltd. (“Zhonghong Holding”), an affiliate of ZHG Group, to provide design, support and advisory services for various potential projects and grant exclusive rights in China, Taiwan, Hong Kong and Macau (the “Territory”) through December 2019. In April 2019, we terminated the ZHG Agreements for non-payment of undisputed amounts owed. For the three months ended March 31, 2019 and 2018, we recorded approximately $1.7 million and $1.3 million, respectively, in food, merchandise and other revenue in the accompanying unaudited condensed consolidated statements of comprehensive loss related to the ZHG Agreements.

For a discussion of certain risks associated with our international development strategy, see the “Risk Factors” section of our Annual Report on Form 10-K, as such risk factors may be updated from time to time in our periodic filings with the SEC.

The following discussion provides an analysis of our operating results for the three months ended March 31, ~~2019~~2020 and ~~2018.~~2019. This data should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

The following table presents key operating and financial information for the three months ended March 31, ~~2019~~2020 and ~~2018:~~2019:

	For the Three Months Ended												For the Three Months Ended
	March 31,						Variance						March 31,						Variance
	2019			2018			$			%			2020			2019			$			%
Summary Financial Data:	(In thousands, except per capita data and %)												(In thousands, except per capita data and %)
Net revenues:
Admissions	$	128,913		$	130,003		$	(1,090	)		(0.8	%)	$	90,506		$	128,913		$	(38,407	)		(29.8	%)
Food, merchandise and other		91,662			87,163			4,499			5.2	%		63,055			91,662			(28,607	)		(31.2	%)
Total revenues		220,575			217,166			3,409			1.6	%		153,561			220,575			(67,014	)		(30.4	%)
Costs and expenses:
Cost of food, merchandise and other revenues		17,213			17,051			162			1.0	%		13,104			17,213			(4,109	)		(23.9	%)
Operating expenses (exclusive of depreciation and amortization shown separately below and includes equity compensation of $1,357 and $1,563 for the three months ended March 31, 2019 and 2018, respectively)		149,885			155,473			(5,588	)		(3.6	%)
Selling, general and administrative expenses (includes equity compensation of $1,841 and $5,982 for the three months ended March 31, 2019 and 2018, respectively)		42,764			63,524			(20,760	)		(32.7	%)
Restructuring and other separation costs		2,566			8,835			(6,269	)		(71.0	%)
Operating expenses (exclusive of depreciation and amortization shown separately below)														132,999			149,885			(16,886	)		(11.3	%)
Selling, general and administrative expenses														26,954			42,764			(15,810	)		(37.0	%)
Severance and other separation costs														65			2,566			(2,501	)		(97.5	%)
Depreciation and amortization		39,450			38,430			1,020			2.7	%		38,013			39,450			(1,437	)		(3.6	%)
Total costs and expenses		251,878			283,313			(31,435	)		(11.1	%)		211,135			251,878			(40,743	)		(16.2	%)
Operating loss		(31,303	)		(66,147	)		34,844			52.7	%		(57,574	)		(31,303	)		(26,271	)		(83.9	%)
Other expense, net		27			63			(36	)		(57.1	%)
Other (income) expense, net														(12	)		27			(39	)	NM
Interest expense		20,797			19,913			884			4.4	%		19,153			20,797			(1,644	)		(7.9	%)
Loss before income taxes		(52,127	)		(86,123	)		33,996			39.5	%		(76,715	)		(52,127	)		(24,588	)		(47.2	%)
Benefit from income taxes		(15,107	)		(23,279	)		8,172			35.1	%		(20,196	)		(15,107	)		(5,089	)		(33.7	%)
Net Loss	$	(37,020	)	$	(62,844	)	$	25,824			41.1	%	$	(56,519	)	$	(37,020	)	$	(19,499	)		(52.7	%)
Other data:
Attendance		3,340			3,224			116			3.6	%		2,318			3,340			(1,022	)		(30.6	%)
Total revenue per capita	$	66.04		$	67.36		$	(1.32	)		(2.0	%)	$	66.25		$	66.04		$	0.21			0.3	%
Admission per capita													$	39.05		$	38.60		$	0.45			1.2	%
In-park per capita spending													$	27.20		$	27.44		$	(0.24	)		(0.9	%)

Admissions revenue. Admissions revenue for the three months ended March 31, ~~2019~~2020 decreased ~~$1.1~~$38.4 million, or ~~0.8%~~29.8%, to ~~$128.9~~$90.5 million as compared to ~~$130.0~~$128.9 million for the three months ended March 31, ~~2018.~~2019. The decrease was ~~primarily~~ a result of a decline in ~~admissions per capita~~attendance partially offset by ~~improved attendance. Admission~~an increase in admission per ~~capita decreased by 4.3% to $38.60~~capita. Total attendance for the first quarter of 2019 compared to $40.32 in the prior year quarter. The decline primarily results from the continued implementation of new pricing strategies and visitation mix, primarily related to the shift of Easter and spring break into the second quarter and increased season pass mix during the quarter. ~~The Easter and spring break shift~~2020 decreased the percentage of tourist visitation during the quarter, which generally comes with higher admissions per capita. The increased season pass mix generally drives higher total revenue, but lower admissions per capita. ~~Attendance increased~~ by ~~116,000,~~approximately 1.0 million guests, or ~~3.6%~~30.6%, when compared to the prior year quarter. ~~We believe the increased attendance results~~Attendance declined primarily due to the temporary park closures resulting from ~~a combination of factors including improved marketing and communication initiatives, new pricing strategies~~ ~~and~~ the ~~positive reception~~global COVID-19 pandemic, which closed all of our ~~new rides and compelling attractions and events. Attendance was negatively impacted~~parks beginning on March 16, 2020. The timing of the park closures fell during ~~the quarter by unfavorable weather at some~~historically high volume spring break weeks for most of our parks, ~~and~~ which adversely impacted the ~~later timing~~visitation mix for the quarter. Admission per capita increased by 1.2% to $39.05 for the first quarter of ~~Easter and spring break for a number of schools from our key markets.These negative impacts on attendance were~~2020 compared to $38.60 in the prior year quarter primarily due to pricing strategies, partially offset by ~~an extra weekend day in March and~~ the ~~timing of school holiday break schedules in early January.~~ unfavorable visitation mix.

Food, merchandise and other revenue. Food, merchandise and other revenue for the three months ended March 31, ~~2019 increased $4.5~~2020 decreased $28.6 million, or ~~5.2%~~31.2%, to ~~$91.7~~$63.1 million as compared to ~~$87.2~~$91.7 million for the three months ended March 31, ~~2018,~~2019, primarily as a result of the ~~increase~~decrease in attendance, ~~along with an increase~~as discussed above, and a decrease in in-park per capita spending. In-park per capita spending ~~increased~~decreased by ~~1.5%~~0.9% to $27.20 in the first quarter of 2020 compared to $27.44 in the first quarter of ~~2019 compared to $27.04~~2019. Excluding the impact of other revenue in the ~~first~~prior year quarter ~~of 2018. In-park~~related to certain international agreements which we previously announced were terminated in early 2019, in-park per capita spending improved ~~primarily~~by 0.9% due to pricing initiatives, partially offset by the ~~increased sales~~visitation mix during the quarter. See Note 1–Description of ~~in-park experiences, among other factors.~~the Business and Basis of Presentation in our notes to the unaudited condensed consolidated financial statements for further details regarding the international agreements.

Costs of food, merchandise and other revenues. Costs of food, merchandise and other revenues for the three months ended March 31, ~~2019 increased $0.2~~2020 decreased $4.1 million, or ~~1.0%~~23.9%, to ~~$17.2~~$13.1 million as compared to ~~$17.1~~$17.2 million for the three months ended March 31, ~~2018,~~2019, primarily due to the ~~increase~~decrease in volume. These costs represent ~~18.8%~~20.8% and ~~19.6%~~18.8% of the related revenue earned for the three months ended March 31, 2020 and 2019, ~~and 2018,~~ respectively. Excluding the impact of revenue related to international agreements in the prior year period, as discussed above, these costs were 19.1% of related revenue in the first quarter of 2019.

Operating expenses. Operating expenses for the three months ended March 31, ~~2019~~2020 decreased ~~$5.6~~$16.9 million, or ~~3.6%~~11.3%, to ~~$149.9~~$133.0 million as compared to ~~$155.5~~$149.9 million for the three months ended March 31, ~~2018.~~2019. The decrease primarily results from a reduction in labor ~~costs. Operating expenses were 68.0% of total revenues for~~and other direct operating costs due to the ~~first quarter of 2019 compared to 71.6% for the prior year quarter. The decrease~~COVID-19 temporary park closures as ~~a percent of total revenue results primarily from a focus on cost efficiencies and~~well as the impact of cost savings initiatives. Operating expenses were also impacted by a decrease of $3.1 million in non-cash equity compensation expense related primarily to the reversal of certain performance vesting restricted units which are no longer considered probable of vesting. See Note 11–Equity-Based Compensation in our notes to the unaudited condensed consolidated financial statements for further details.

Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended March 31, ~~2019~~2020 decreased ~~$20.8~~$15.8 million, or ~~32.7%~~37.0%, to ~~$42.8~~$27.0 million as compared to ~~$63.5~~$42.8 million for the three months ended March 31, ~~2018.~~2019. The decrease primarily relates to the following: (i) a decrease in legal costs ~~largely~~primarily due to a previously disclosed legal settlement gain of $12.5 million related to ~~an $8.1 million legal settlement accrual which was recorded~~insurance proceeds received in the first quarter of ~~2018;~~2020; (ii) a decrease of ~~$4.1~~$3.7 million in non-cash equity compensation expense, primarily related to the reversal of equity compensation, as mentioned above, and also includes the reversal of equity compensation expense related to outstanding unvested equity awards ~~which were accelerated in~~previously held by the ~~first quarter of 2018 in connection with the departure of certain executives; and~~Company’s former chief executive officer; (iii) a decrease in marketing and media costs ~~resulting largely from our~~due to the COVID-19 temporary park closures; and (iv) the impact of cost savings ~~initiatives and, to a lesser extent, the timing of certain expenses.~~initiatives. See Note ~~11–~~10–Commitments and Contingencies and Note ~~12–~~11–Equity-Based Compensation in our notes to the unaudited condensed consolidated financial ~~statements. As a percentage of total revenue, selling, general and administrative expenses were 19.4% in the first quarter of 2019 compared to 29.3% in the prior year quarter.~~statements for further details.

~~Restructuring~~Severance and other separation costs. ~~Restructuring~~ Severance and other separation costs for the three months ended March 31, 2019 primarily relates to severance and other expenses for positions which were eliminated in 2019. Restructuring and other separation costs for the three months ended March 31, 2018 primarily relates to severance and other employment expenses for certain executives whose employment terminated during the first quarter of 2018. In particular, in connection with his departure and in accordance with his employment agreement, our Former CEO received a lump sum cash payment of approximately $6.7 million in severance related expenses. Also in March 2018, certain other executives received severance related benefits in accordance with the terms of the relevant employment agreement or company plan, as applicable. See Note 14–Restructuring and Other Separation Costs in our notes to the unaudited condensed consolidated financial statements.

Depreciation and amortization. Depreciation and amortization expense for the three months ended March 31, ~~2019 increased $1.0~~2020 decreased $1.4 million, or ~~2.7%~~3.6%, to ~~$39.5~~$38.0 million as compared to ~~$38.4~~$39.5 million for the three months ended March 31, ~~2018.~~2019. The decrease relates to the impact of asset retirements and fully depreciated assets, partially offset by new asset additions.

Interest expense. Interest expense for the three months ended March 31, ~~2019 increased $0.9~~2020 decreased $1.6 million, or ~~4.4%~~7.9%, to ~~$20.8~~$19.2 million as compared to ~~$19.9~~$20.8 million for the three months ended March 31, ~~2018.~~2019. The ~~increase~~decrease primarily relates to ~~increased~~decreased LIBOR rates, ~~and the impact of Amendment No. 9 to our Senior Secured Credit Facilities entered into on October 31, 2018,~~ partially offset by the impact of interest ~~rate~~ swap ~~agreements.~~agreements and a higher outstanding balance on our Revolving Credit Facility during the three months ended March 31, 2020. See Note 6–Long-Term Debt in our notes to the unaudited condensed consolidated financial statements and the “Our Indebtedness” section which follows for further details.

Benefit from income taxes. Benefit from income taxes in the three months ended March 31, ~~2019~~2020 was ~~$15.1~~$20.2 million compared to ~~$23.3~~$15.1 million for the three months ended March 31, ~~2018.~~2019. Our consolidated effective tax rate was 26.3% for the three months ended March 31, 2020 compared to 29.0% for the three months ended March 31, ~~2019 compared to 27.0% for the three months ended March 31, 2018.~~ 2019. The effective tax rate ~~increased~~decreased primarily due to a valuation allowance on state operating loss carryforwards, state income taxes and permanent items including equity-based compensation.

~~Our~~Generally, our principal sources of liquidity are cash generated from operations, funds from borrowings and existing cash on hand. Our principal uses of cash include the funding of working capital obligations, debt service, investments in theme parks (including capital projects), and ~~could also include~~ share ~~repurchases.~~repurchases, when permitted. As of March 31, ~~2019,~~2020, we had a working capital ratio (defined as current assets divided by current liabilities) of ~~0.4,~~0.9, due in part to a significant deferred revenue balance from revenues paid in advance for our theme park admissions products and high turnover of in-park products that results in a limited inventory balance. We typically operate with a working capital ratio less than 1 and we expect that we will continue to do so in the future. Our cash flow from operations, along with our revolving credit facilities, have allowed us to meet our liquidity needs.As previously mentioned, during the period the parks are temporarily closed due to the COVID-19 pandemic, which started on March 16, 2020, we are not recognizing revenue from our parks and therefore we expect minimal cash flow from operations while the parks are closed. See the “Impact of Global COVID-19 Pandemic” section and the “Our Indebtedness” section for further details concerning the proactive measures we have taken to address liquidity in response to the COVID-19 pandemic. For other factors concerning the global COVID-19 pandemic, see the “Risk Factors” section in this Quarterly Report on Form 10-Q.

As market conditions warrant and subject to our contractual restrictions and liquidity position, we, our affiliates and/or our stockholders, may from time to time purchase our outstanding equity and/or debt securities, including our outstanding bank loans in privately negotiated or open market transactions, by tender offer or otherwise. Any such purchases may be funded by incurring new debt, including additional borrowings under the Senior Secured Credit Facilities. Any new debt may also be secured debt. We may also use available cash on our balance sheet. The amounts involved in any such transactions, individually or in the aggregate, may be material. Further, since some of our debt may trade at a discount to the face amount among current or future syndicate members, any such purchases may result in our acquiring and retiring a substantial amount of any particular series, with the attendant reduction in the trading liquidity of any such series. Depending on conditions in the credit and capital markets and other factors, we will, from time to time, consider other financing transactions, the proceeds of which could be used to refinance our indebtedness or for other purposes.

Our Board had previously authorized a share repurchase program of up to $250.0 million of our common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, we are authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The Share Repurchase Program has no time limit and may be suspended or discontinued completely at any time.

~~Through December~~During the three months ended March 31, ~~2018,~~2020, prior to the COVID-19 temporary park closures, we ~~had repurchased~~completed a share repurchase of 469,785 shares for an aggregate total of ~~$158.0~~approximately $12.4 million, leaving approximately $237.6 million available under the Share Repurchase ~~Program. On February 22, 2019, our Board authorized a replenishment~~Program as of March 31, 2020. In connection with Amendment No. 11 to the ~~Share Repurchase Program bringing the total amount authorized for future~~Amended Credit Agreement, we are restricted from paying any dividends or making other restricted payments, including share repurchases, ~~back up to $250.0 million.~~ through the third quarter of 2021 unless certain conditions are met. The number of shares to be purchased and the timing of purchases will be based on our trading windows and available liquidity, general business and market conditions and other factors, including legal requirements and alternative opportunities. ~~There were no share repurchases during the three months ended March 31, 2019.~~ See Note ~~13–~~6–Long-Term Debt and Note 12–Stockholders’ Equity in our notes to the unaudited condensed consolidated financial statements for further details.

As of March 31, ~~2019,~~2020, we have five interest rate swap agreements (the “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. The Interest Rate Swap Agreements ~~became effective on September 30, 2016;~~ have a total notional amount of $1.0 ~~billion;~~billion and mature on May 14, 2020. See Note 6–Long-Term Debt and Note 87–Derivative Instruments and Hedging Activities to our unaudited condensed consolidated financial statements for further details.

We believe that existing cash and cash equivalents, cash flow from operations, and available borrowings under our revolving credit facility will be adequate to meet the capital expenditures and working capital requirements of our operations for at least the next 12 months.

The following table presents a summary of our cash flows provided by (used in) operating, investing, and financing activities for the periods indicated:

	For the Three Months Ended March 31,						For the Three Months Ended March 31,
	2019			2018			2020			2019
	(In thousands)						(In thousands)
Net cash provided by operating activities	$	37,688		$	20,317
Net cash (used in) provided by operating activities							$	(40,767	)	$	37,688
Net cash used in investing activities		(47,887	)		(45,822	)		(49,249	)		(47,887	)
Net cash provided by financing activities		28,006			32,159			242,819			28,006
Net increase in cash and cash equivalents, including restricted cash	$	17,807		$	6,654		$	152,803		$	17,807

Net cash ~~provided by~~used in operating activities was $40.8 million during the three months ended March 31, 2020 as compared to $37.7 million during the three months ended March 31, ~~2019 as compared to $20.3 million during the three months ended March 31, 2018.~~2019. The change in net cash provided by operating activities was primarily impacted by ~~improved operating performance.~~ the decline in revenue due to the temporary park closures.

Investing activities consist principally of capital investments we make in our theme parks for future attractions and infrastructure. Net cash used in investing activities during the three months ended March 31, ~~2019~~2020 consisted of capital expenditures of ~~$47.9~~$49.2 million largely related to ~~2019~~2020 attractions. Net cash used in investing activities during the three months ended March 31, ~~2018~~2019 consisted of ~~$45.8~~$47.9 million of capital expenditures largely related to attractions that opened in ~~2018.~~2019.

The following table presents detail of our capital expenditures for the periods indicated:

The amount of our capital expenditures may be affected by general economic and financial conditions, among other things, including restrictions imposed by our borrowing arrangements. We generally expect to fund our capital expenditures through our operating cash flow. See the “Impact of Global COVID-19 Pandemic” section for further details regarding proactive measures we have taken starting in March 2020.

Net cash provided by financing activities during the three months ended March 31, 2020 results primarily from net draws of $262.5 million on our revolving credit facility, partially offset by share repurchases of $12.4 million and net repayments on long-term debt of $3.9 million. Net cash used in financing activities during the three months ended March 31, 2019 results primarily from net draws of $35.0 million on our revolving credit facility, partially offset net repayments on long-term debt of $3.9 million. Net cash used in financing activities during the three months ended March 31, 2018 results primarily from net draws of $40.0 million on our revolving credit facility, partially offset net repayments on long-term debt of $5.9 million. See Note 6–Long-term Debt in our notes to the unaudited condensed consolidated financial statements for further details.

The Company is a holding company and conducts its operations through its subsidiaries, which have incurred or guaranteed indebtedness as described below.

SeaWorld Parks & Entertainment, Inc. (“SEA”) is the borrower under ~~our~~the senior secured credit facilities, ~~(the “Senior Secured Credit Facilities”)~~as amended pursuant to a credit agreement (the “Amended Credit Agreement”) dated as of December 1, 2009, ~~by and among SEA, as borrower, Bank of America, N.A., as administrative agent, collateral agent, letter of credit issuer and swing line lender and the other agents and lenders party thereto,~~ as the same may be amended, restated, supplemented or modified from time to ~~time.~~time (the “Senior Secured Credit Facilities”). On ~~October 31, 2018,~~March 10, 2020, SEA entered into ~~a refinancing~~an amendment, Amendment No. 9 ~~with~~10 (the “Amendment No. 10”) to its Amended Credit Agreement. Pursuant to Amendment No. 10, SEA asincreased the ~~borrower, JPMorgan Chase Bank, N.A., as successor administrative agent, successor collateral agent, L/C issuer and swing line lender and~~revolving credit commitments available under the ~~other agents and lenders~~Amended Credit Agreement from ~~time~~$210.0 million to ~~time~~an aggregate of $332.5 million. On April 19, 2020, SEA entered into another amendment, Amendment No. 11, (the ~~“Amended Credit Agreement”~~“Amendment No. 11”), to the ~~existing~~credit agreement governing the Senior Secured Credit ~~Facilities.~~ Facilities to amend certain covenant provisions therein. See “Covenant Compliance” discussion which follows.

As of March 31, ~~2019,~~2020, our Senior Secured Credit Facilities consisted of ~~$1.52~~$1.504 billion in Term B-5 Loans which will mature on March 31, 2024, along with a ~~$210.0~~$332.5 million Revolving Credit Facility, of which ~~$65.0~~$312.5 million was drawn upon as of March 31, ~~2019. Subsequent to March 31, 2019, SEA repaid a net of $40.0 million on the Revolving Credit Facility.~~2020. Additionally, as of March 31, ~~2019,~~2020, SEA had approximately ~~$21.3~~$19.9 million of outstanding letters of credit, leaving ~~approximately $123.7 million~~no remaining available amount for borrowing under the Revolving Credit Facility.

On April 21, 2020, SEA commenced a private offering of $227.5 million aggregate principal amount of 8.750% first-priority senior secured notes due 2025 (the “Senior Notes”). We expect to use the proceeds from the issuance of the Senior Notes for working capital and other general corporate purposes and to pay fees and expenses related to the offering of the Senior Notes and Amendment No. 11 to the Amended Credit Agreement. The sale of the Senior Notes closed on April 30, 2020.

See Note 6–Long-Term Debt in our notes to the unaudited condensed consolidated financial statements for further details concerning our long-term debt.

As of March 31, ~~2019,~~2020, we were in compliance with all covenants in the credit agreement governing the Senior Secured Credit Facilities.

The ~~Amended Credit Agreement removed all previous financial covenants on the Term B-5 Loans. The~~ Revolving Credit Facility requires that ~~SEA~~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. ~~Additionally,~~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 ~~definition~~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.See Note 6–Long-Term Debt to the unaudited condensed consolidated financial statements for further details relating to the calculation beginning in the first quarter of 2021. In addition, SEA will be required to comply with a quarterly minimum liquidity test (defined as unrestricted cash and cash equivalents and available commitments under the Revolving Credit Facility) of not less than $75.0 million until the earlier of September 30, 2021 or the date on which the Company elects to use actual Adjusted EBITDA ~~was amended to include the following items which had previously been added back on a limited basis: (i) add-backs~~for purposes of certain unusual items on a pre-tax basis which were previously added back on an after-tax basis only and (ii) unlimited add-backs primarily related to business optimization, development and strategic initiative costs which were previously limited to $15.0 million in any fiscal year. The Amended Credit Agreement also replaces the previous $10.0 million limitation on estimated cost savings with a limitation of 25% of the latest twelve months Adjusted EBITDA, calculated before estimated cost savings and increases the realization limit for estimated cost savings, operating expense reductions and synergies to 18 months. calculating its financial maintenance covenant.

As of March 31, ~~2019,~~2020, the total leverage ratio as calculated under our Senior Secured Credit Facilities was ~~3.51~~3.89 to 1.00. The Company’s total leverage ratio is calculated by dividing total net debt by the last twelve months Adjusted EBITDA plus ~~$21.4~~$7.2 million in estimated cost savings which have been identified based on certain specified actions the Company has taken, including restructurings and cost savings initiatives.

~~See Note 6–Long-Term Debt to the unaudited condensed consolidated financial statements for further details.~~

Under the credit agreement governing the Senior Secured Credit Facilities, our ability to engage in activities such as incurring additional indebtedness, making investments, refinancing certain indebtedness, paying dividends and entering into certain merger transactions is governed, in part, by our ability to satisfy tests based on “Adjusted EBITDA”. The Senior Secured Credit Facilities defines “Adjusted EBITDA” as net income before interest expense, income tax expense, depreciation and amortization, as further adjusted to exclude certain unusual, non-cash, and other items permitted in calculating covenant compliance under the Senior Secured Credit Facilities, subject to certain limitations. Adjusted EBITDA as defined in the Senior Secured Credit Facilities is consistent with our reported Adjusted EBITDA. We believe that the presentation of Adjusted EBITDA is appropriate as it eliminates the effect of certain non-cash and other items not necessarily indicative of a company’s underlying operating performance. We use Adjusted EBITDA in connection with certain components of our executive compensation program. In addition, investors, lenders, financial analysts and rating agencies have historically used EBITDA related measures in our industry, along with other measures, to estimate the value of a company, to make informed investment decisions and to evaluate companies in the industry. In addition, the presentation of Adjusted EBITDA for the last twelve months provides additional information to investors about the calculation of, and compliance with, certain financial covenants in the Senior Secured Credit Facilities. Adjusted EBITDA is a material component of these covenants.

Adjusted EBITDA is not a recognized term under accounting principles generally accepted in the United States of America (“GAAP”), should not be considered in isolation or as a substitute for a measure of our financial performance prepared in accordance with GAAP and is not indicative of income from operations as determined under GAAP. Adjusted EBITDA and other non-GAAP financial measures have limitations which should be considered before using these measures to evaluate our financial performance. Adjusted EBITDA, as presented by us, may not be comparable to similarly titled measures of other companies due to varying methods of calculation.

The following table reconciles Adjusted EBITDA, as defined in the Amended Credit Agreement, to net (loss) income for the periods indicated:

SEAWORLD ENTERTAINMENT, INC. AND SUBSIDIARIES
UNAUDITED RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

For the Three Months Ended March 31,

Last Twelve Months Ended March 31,

2019

2018

2019

(Unaudited, in thousands)

Net (loss) income

$
(37,020
)

$
(62,844
)

$
70,612

(Benefit from) provision for income taxes

(15,107
)

(23,279
)

26,087

Loss on early extinguishment of debt and write-off of discounts and debt issuance costs^(a)

—

—

8,150

Interest expense

20,797

19,913

81,798

Depreciation and amortization

39,450

38,430

161,975

Equity-based compensation expense ^(b)

3,198

7,545

17,805

Loss on impairment or disposal of assets and certain non-cash expenses ^(c)

109

395

18,576

Business optimization, development and strategic initiative costs ^(d)

5,108

11,466

23,102

Certain investment costs and other taxes^(e)

50

178

3,225

Other adjusting items ^(f)

(169
)

10,494

4,067

Adjusted EBITDA^(g)

$
16,416

$
2,298

$
415,397

Items added back to Adjusted EBITDA, after cost savings, as defined in the Amended Credit Agreement:

Estimated cost savings^(h)

21,400

Adjusted EBITDA, after cost savings ⁽ⁱ⁾

$
436,797

Prior to the Amended Credit Agreement, the credit agreement governing the Company’s Senior Secured Credit Facilities limited the amount of certain add-backs as described in footnotes (d), (f) and (i) below. The Adjusted EBITDA for all periods above reflects the current definitions in the Amended Credit Agreement. The following table reconciles the Adjusted EBITDA calculation as previously defined prior to the Amended Credit Agreement to the Adjusted EBITDA calculation as defined in the Amended Credit Agreement. This table is presented as supplemental information only:

For the Three Months Ended March 31, 2018

(Unaudited, in thousands)

Adjusted EBITDA (as previously defined)

$
(117
)

Certain expenses over previous credit agreement limit ^(d)

—

Taxes related to other adjusting items not previously added back^(f)

2,415

Adjusted EBITDA (as defined in the Amended Credit Agreement)

$
2,298

SEAWORLD ENTERTAINMENT, INC. AND SUBSIDIARIES
UNAUDITED RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

	For the Three Months Ended March 31,						Last Twelve Months Ended March 31,
	2020			2019			2020
	(Unaudited, in thousands)
Net (loss) income	$	(56,519	)	$	(37,020	)	$	69,977
(Benefit from) provision for income taxes		(20,196	)		(15,107	)		34,439
Interest expense		19,153			20,797			82,534
Depreciation and amortization		38,013			39,450			159,120
Equity-based compensation expense ^(a)		(3,601	)		3,198			4,307
Loss on impairment or disposal of assets and certain non-cash expenses ^(b)		385			109			3,474
Business optimization, development and strategic initiative costs ^(c)		2,035			5,108			24,796
Certain investment costs and other taxes^(d)		102			50			5,108
Other adjusting items ^(e)		(10,225	)		(169	)		25,898
Adjusted EBITDA^(f)	$	(30,853	)	$	16,416		$	409,653
Items added back to Adjusted EBITDA, after cost savings, as defined in the Amended Credit Agreement:
Estimated cost savings^(g)								7,200
Adjusted EBITDA, after cost savings ^(h)							$	416,853

Prior to the Amended Credit Agreement, due to limitations under the credit agreement governing our Senior Secured Credit Facilities, the amount which the Company was able to add back to Adjusted EBITDA for these costs, was limited to $15.0 million in any fiscal year. The Company did not have any costs exceeding this limit in the three months ended March 31, 2018.

Prior to the Amended Credit Agreement, these items were excluded on an after-tax basis only, as such, the Adjusted EBITDA calculation for the three months ended March 31, 2018 previously reported did not reflect related taxes of approximately $2.4 million.

There have been no material changes to our contractual obligations as March 31, 2020 from those previously disclosed in our Annual Report on Form ~~10-K~~.10-K. Subsequent to March 31, 2020, we entered into Amendment No. 11 to the Amended Credit Agreement and we issued $227.5 million in first-priority senior secured notes. See Note 6-Long-Term Debt to our unaudited condensed consolidated financial statements therein for further discussion.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, revenues and expenses, and disclosure of contingencies during the reporting period. Significant estimates and assumptions include the valuation and useful lives of long-lived tangible and intangible assets, the valuation of goodwill and other indefinite-lived intangible assets, the accounting for income taxes, the accounting for self-insurance and revenue recognition. Actual results could differ from those estimates. The critical accounting estimates associated with these policies are described in our Annual Report on Form 10-K under ~~“Management’s~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These critical accounting policies include impairment of long-lived assets, goodwill and other indefinite-lived intangible assets, accounting for income taxes, self-insurance reserves, and revenue recognition. There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our Annual Report on Form 10-K, filed on February 27, 2020, except as noted below.

As of March ~~1, 2019~~. 31, 2020, we 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 assessment for goodwill and other indefinite-lived intangible assets. We 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 as of March 31, 2020 related to these assets. Additionally, using similar assumptions, we evaluated certain other long-lived assets, including our right of use assets for impairment as of March 31, 2020. We compared the estimated undiscounted net cash flows of our long-lived and right of use assets to their respective carrying values. Based on the results of the analysis and our intent and ability to retain value and use for a period of time sufficient to allow for any anticipated recovery in market conditions, we concluded that the estimated undiscounted net cash flows for these assets exceeded its carrying value and therefore, no impairment of other long-lived assets had occurred as of March 31, 2020.

Given the current macroeconomic environment related to the global COVID-19 pandemic and the uncertainties regarding the related impact on financial performance, there can be no assurance that the estimates and assumptions made for purposes of the interim impairment assessments will prove to be accurate predictions of the future. If our assumptions, as well as the economic outlook are not achieved, we may be required to record impairment charges in future periods, whether in connection with the our next annual impairment testing, or on an interim basis, if any such change constitutes a triggering event outside of the quarter when we regularly performs our 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.

Refer to Note 2–Recent Accounting Pronouncements in our notes to the unaudited condensed consolidated financial statements for further details.

The impact of inflation has affected, and will continue to affect, our operations significantly. Our costs of food, merchandise and other revenues are influenced by inflation and fluctuations in global commodity prices. In addition, costs for construction, repairs and maintenance are all subject to inflationary pressures.

We are exposed to market risks from fluctuations in interest rates, and to a lesser extent on currency exchange rates, from time to time, on imported rides and equipment. The objective of our financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. We do not acquire market risk sensitive instruments for trading purposes.

We manage interest rate risk through the use of a combination of fixed-rate long-term debt and interest rate swaps that fix a portion of our variable-rate long-term debt.

The changes in the fair value of derivatives designated and that qualify as cash flow hedges is 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 our variable-rate debt. ~~During~~Through the ~~next 12 months, our~~interest rates swaps expiration date of May 14, 2020, we estimate is that an additional ~~$0.5~~$1.2 million will be reclassified as ~~a reduction of~~an increase to interest expense.

After considering the impact of interest rate swap agreements, at March 31, ~~2019,~~2020, approximately $1.0 billion of our outstanding long-term debt represents fixed-rate debt and approximately ~~$519.5~~$504.0 million represents variable-rate debt. Assuming an average balance on our revolving credit borrowings of approximately ~~$40.0~~$312.5 million, a hypothetical 100 bps increase in one month LIBOR on our variable-rate debt would lead to an increase of approximately ~~$5.6~~$8.2 million in annual cash interest costs due to the impact of our fixed-rate swap agreements. Assuming we had no interest rate swap agreements in place, a hypothetical 100 bps increase in LIBOR would increase our annual interest expense by approximately $18.2 million.

See “Risk Factors” for further discussion of the adverse impacts of the COVID-19 pandemic on our business and financial performance.

Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), require public companies, including us, to maintain “disclosure controls and procedures,” which are defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required or necessary disclosures. In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. Our principal executive officer and principal financial officer have concluded, based on the evaluation of the effectiveness of the disclosure controls and procedures by our management as of the end of the fiscal quarter covered by this Quarterly Report, that our disclosure controls and procedures were effective to accomplish their objectives at a reasonable assurance level.

Regulations under the Exchange Act require public companies, including our Company, to evaluate any change in our “internal control over financial reporting” as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act. ~~Effective on January 1, 2019, we adopted Accounting Standards Codification (“ASC”) 842,~~ ~~Leases, which resulted in recording lease liabilities and right-of-use assets on our unaudited condensed consolidated balance sheet. As a result of this adoption, we implemented changes~~We have not experienced any material impact to our internal ~~control activities and processes related to our lease commitments. These changes included implementing a new lease management software, establishing certain~~ controls over financial reporting ~~relating to leases and revising existing lease accounting policies and procedures. See Note 2–Recent Accounting Pronouncements and Note 7–Leases in~~despite the fact that most of our ~~notes~~employees are working remotely due to the ~~unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report~~COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on ~~Form 10-Q.~~our internal controls to minimize the impact on their design and operating effectiveness. There have been no ~~other~~ changes in our internal control over financial reporting during the fiscal quarter covered by this Quarterly Report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

In August 2019, the San Diego County Department of Environmental Health’s Hazardous Material Division (the “Division”) notified us that one of SeaWorld’s underground storage tanks was allegedly operating in violation of various California laws and regulations regarding leak detection and secondary containment systems. We hired environmental consultants, engineers and attorneys to assist in investigating the allegations and addressing our obligations. The subject tank has been removed and soil samples revealed no evidence of contamination. We continue to work with the Division in resolving and closing the matter and do not expect the resolution including any penalties or offsetting projects to have a material impact on the business or operations.

See Note ~~11–~~10–Commitments and Contingencies under the caption “Legal Proceedings” in our notes to the unaudited condensed consolidated financial statements for further details concerning our other legal proceedings.

There have been no material changes to the risk factors set forth in Item ~~1A. to~~1A.to Part I of our Annual Report on Form 10-K, as filed on ~~March 1, 2019,~~February 27, 2020, except as noted below or to the extent factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors.

The global COVID-19 pandemic has disrupted our business and will adversely affect our results of operations and various other factors beyond our control could materially adversely affect our financial condition and results of operations.

In response to the global COVID-19 pandemic, significant travel warnings and restrictions, social distancing rules, curfews and shelter-in-place have been implemented pursuant to federal, state and local orders and mandates and a significant portion of the global population is under a state of self-quarantine. During this period, we are generating no revenue from our parks. The extent and duration of such impacts over the longer term remain largely uncertain and dependent on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the COVID-19, the extent and effectiveness of containment actions taken, including mobility restrictions, and the impact of these and other factors on travel and consumer behavior. It is possible that the spread of the COVID-19 and the resulting economic and societal impact will reduce our guests’ interest or ability to visit our theme parks. The COVID-19 pandemic and the actions taken in response, pose the risk that we or our employees, contractors, suppliers, and other business partners may be prevented from conducting business activities for an unknown period of time. Restrictions on travel, quarantines and other measures imposed in response to the COVID-19 pandemic, as well as ongoing concern regarding the virus’ potential impact, have had and will likely continue to have a negative effect on economies and financial markets, including supply chain shortages and additional business disruptions. Any such impacts could have a material adverse effect on our business.

Effective March 16, 2020, we temporarily closed all of our theme parks and are therefore not generating any revenues from our parks during the closure period. We estimate our net cash outflow to be up to approximately $25 million per month, on average, during the time our theme parks remain closed, which reflects our current estimate of ongoing park and operating costs, average debt amortization and interest and capital expenditures. This estimate takes into account the efforts we have put forth to preserve cash and provide sufficient liquidity during the temporary park closures. Some of these measures include (i) deferring all capital projects other than a minimal amount of essential projects and maintenance; (ii) eliminating or deferring non-essential operating expenses; (iii) eliminating substantially all advertising and marketing spend; (iv) temporarily reducing Executive Officer base pay by 20% and (v) working with our vendors and other business partners to manage, defer, and/or abate certain costs during the closure period. Additionally, we have furloughed approximately 95% of our current employees. A prolonged closure of our parks could materially impact our results, operations and financial condition. As a result, we cannot estimate the impact on our business, financial condition or near- or longer-term financial or operational results with certainty. Additionally, our accounts payable and accrued expenses balance as of March 31, 2020 is expected to increase given the rate of payments we are making during the closure period as we work with vendors and other business partners to defer or manage these costs. Our net cash outflows estimate could be impacted should our vendors or business partners request accelerated payments of amounts owed or do not agree to deferrals during the closure period.

In March 2020, we increased borrowings under our revolving credit facility as a precautionary measure to increase our cash position, to provide liquidity for a sustained period and to preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 pandemic. Including the proceeds from the incremental borrowings, total unrestricted cash and cash equivalents as of March 31, 2020 was approximately $192.8 million. Additionally on April 19, 2020, we entered into an amendment to the credit agreement governing the Senior Secured Credit Facilities to amend certain provisions therein (the “Amendment No. 11”). Pursuant to Amendment No. 11, we will be required to comply with a quarterly minimum liquidity coverage test (defined as unrestricted cash and cash equivalents and available commitments under the Revolving Credit Facility) of not less than $75.0 million. On April 30, 2020, we closed on our senior notes offering of $227.5 million 8.750% first-priority senior secured notes due 2025 which provided us with net proceeds of approximately $220.1 million. We cannot be certain that we will continue to have access to sufficient liquidity to meet our obligations for the time required to allow our cash generating operations to resume or normalize. We may not be able to obtain additional liquidity and any relief provided by lenders, governmental agencies, and business partners may not be adequate and may include onerous terms. If we are unable to generate revenues from our parks due to a prolonged period of closure or experience significant declines in business volumes upon reopening, our results, operations and financial condition may be negatively impacted.

When we are able to reopen our theme parks, we may face additional costs and obstacles in complying with any new federal, state or local regulations or industry best practices established in response to the COVID-19 pandemic, re-integrating our furloughed employees and attracting guests who may not wish to travel or visit our theme parks for a prolonged period, which could impact the mix of guests in our theme parks. Changes in school calendars could also impact traditional summer vacation months and impact our attendance. In addition, we may take voluntary measures to require social distancing in our theme parks, limit the number of guests allowed to participate in events and rides or close our theme parks again if the COVID-19 pandemic worsens. Any of these factors could have a material adverse effect on our revenue and results of operations. Even once our theme parks resume operations, a single case of COVID-19 in a theme park or impacting our animal population could result in additional costs and further closures. If we do not respond appropriately to the pandemic, or if customers do not perceive our response to be adequate, we could suffer damage to our reputation, which could significantly adversely affect our business. Furthermore, the effects of the pandemic on our business could be long-lasting and could continue to have adverse effects on our business, results of operations, liquidity, cash flows and financial condition, some of which may be significant, and may adversely impact our ability to operate our business after our temporary suspension ends on the same terms as we conducted business prior to the pandemic.

We believe, but cannot guarantee, that our business will ultimately rebound and benefit from pent-up social demand for out-of-home entertainment, as government restrictions are lifted and home sheltering subsides. However, the ultimate significance of the pandemic, including the extent of the adverse impact on our financial and operational results, will be dictated by the currently unknowable duration and the effect on the overall economy and of responsive governmental regulations, including shelter-in-place orders of the pandemic and mandated business closures. Our business also could be significantly affected should the disruptions caused by COVID-19 lead to changes in consumer behavior (such as social distancing), which we believe will be temporary. The effect of COVID-19 on the capital markets could significantly impact our cost of borrowing and the availability of capital to us. There are limitations on our ability to mitigate the adverse financial impact of these items. COVID-19 also makes it more challenging for management to estimate the future performance of our business or our liquidity needs, particularly over the near to medium term.

Our properties are subject to the risk that operations could be halted for a temporary or extended period of time. If there is a prolonged disruption at any of our properties, our business, financial condition, results of operations and prospects will likely be materially adversely affected. Additionally, if a prolonged downturn of general economic or other conditions in the areas in which our properties are located or from which we draw our guests or prevents guests from easily coming to our properties, our business, financial condition, results of operations and prospects will be materially adversely affected.

The outbreak of COVID-19 has also significantly increased economic uncertainty. It is likely that the current outbreak or continued spread of COVID-19 could cause a global recession, which could further adversely affect our business, and such adverse effects may be material. We have never previously experienced a complete cessation of our operations, and as a consequence, our ability to be predictive regarding the impact of such a cessation on our operations and future prospects is uncertain. In addition, the magnitude, duration and speed of the global pandemic is uncertain. As a consequence, we cannot estimate the impact on our business, financial condition or near or longer-term financial or operational results with certainty.

Various other factors beyond our control could adversely affect attendance and guest spending patterns at our theme parks. These factors could also affect our suppliers, vendors, insurance carriers and other contractual counterparties. Such factors include but are not limited to:

Any one or more of these factors could adversely affect attendance, revenue and per capita spending at our theme parks, which could materially adversely affect our business, financial condition and results of operations. Fluctuations in foreign currency exchange rates impact our business. A strong dollar increases the cost for international tourists and could impact their spending. In addition, demand for our parks is highly dependent on the general environment for travel and tourism, which can be significantly adversely affected by extreme weather events. Any of these such events could have a material adverse effect on our business, financial condition, or results of operations. Additionally, because many of the attractions at our parks are outdoors, attendance at our parks is adversely affected by bad or extreme weather conditions and forecasts of bad or mixed weather conditions, which negatively affects our revenues and results of operations. For example, attendance at our parks in 2019 was negatively impacted by Hurricane Dorian over Labor Day weekend. Separately, in 2017 we also experienced negative impacts from weather events, particularly hurricanes, which caused park closures in Tampa and Orlando and park closures and other weather impacts in Texas and Virginia.

Additionally, although we are reviewing and intend to seek any applicable available benefits under the CARES Act, we cannot predict the manner in which such benefits will be allocated or administered and we cannot assure you that we will be able to access such benefits in a timely manner or at all. Certain of the benefits we seek to access under the CARES Act have not previously been administered on the present scale or at all. Government or third party program administrators may be unable to cope with the volume of applications in the near term and any benefits we receive may not be as extensive as we currently estimate, may impose additional conditions and restrictions on our operations or may otherwise provide less relief than we contemplate. Accessing these benefits and our response to the COVID-19 pandemic have required our management team to devote extensive resources and are likely to continue to do so in the near future, which negatively affects our ability to implement our business plan and respond to opportunities.

The COVID-19 pandemic (including governmental responses, broad economic impacts and market disruptions) has heightened the risks related to the other risk factors described in our 2019 Annual Report on Form 10-K.

The Company had no unregistered sales of equity securities during the first quarter of 2019. The following table sets forth information with respect to shares of our common stock purchased by the Company during the periods indicated:

Period Beginning

Period Ended

Total Number
of Shares
Purchased⁽¹⁾

Average
Price Paid
per Share

Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs

Maximum Number
(or Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
Under the Plans
or Programs⁽²⁾

January 1, 2019

January 31, 2019

1,837

$
23.88

—

$
91,967,699

February 1, 2019

February 28, 2019

104,589

$
27.24

—

250,000,000

March 1, 2019

March 31, 2019

26,460

$
26.96

—

250,000,000

132,886

—

$
250,000,000

Period Beginning	Period Ended	Total Number of Shares Purchased⁽¹⁾⁽²⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽²⁾		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs⁽²⁾
January 1, 2020	January 31, 2020		—	$	—		—	$	250,000,000
February 1, 2020	February 29, 2020		44,160	$	27.73		—		250,000,000
March 1, 2020	March 31, 2020		546,714	$	26.23		469,785		237,594,184
			590,874				469,785	$	237,594,184

Our policy governing transactions in our securities by our directors, officers and employees permits such persons to adopt stock trading plans pursuant to Rule 10b5-1 promulgated by the SEC under the Exchange Act. Our directors, officers and employees have in the past and may from time to time establish such stock trading plans. We do not undertake any obligation to disclose, or to update or revise any disclosure regarding, any such plans and specifically do not undertake to disclose the adoption, amendment, termination or expiration of any such plans.

The following is a list of all exhibits filed or furnished as part of this report:

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SEAS	New York Stock Exchange

		Page No.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		1

PART I.	FINANCIAL INFORMATION	3

Item 1.	Unaudited Condensed ConsolidatedFinancial Statements	3

	Unaudited Condensed Consolidated Balance Sheets	3

	Unaudited Condensed Consolidated Statements of Comprehensive Loss	4

	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity	5

	Unaudited Condensed Consolidated Statements of Cash Flows	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31

Item 4.	Controls and Procedures	32

PART II.	OTHER INFORMATION

Item 1.	~~Unaudited Condensed ConsolidatedFinancial Statements~~Legal Proceedings	33

Item 1A.	~~Unaudited Condensed Consolidated Balance Sheets~~Risk Factors	3

	~~Unaudited Condensed Consolidated Statements of Comprehensive Loss~~	4

	~~Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity~~	5

	~~Unaudited Condensed Consolidated Statements of Cash Flows~~	6

	~~Notes to Unaudited Condensed Consolidated Financial Statements~~	733

Item 2.	~~Management’s Discussion~~Unregistered Sales of Equity Securities and ~~Analysis~~Use of ~~Financial Condition and Results of Operations~~Proceeds	2535

Item 3.	~~Quantitative and Qualitative Disclosures About Market Risk~~	34

~~Item 4.~~	~~Controls and Procedures~~	35

~~PART II.~~	~~OTHER INFORMATION~~

~~Item 1.~~	~~Legal Proceedings~~	36

~~Item 1A.~~	~~Risk Factors~~	36

~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	36

~~Item 3.~~	Defaults Upon Senior Securities	36

Item 4.	Mine Safety Disclosures	36

Item 5.	Other Information	36

Item 6.	Exhibits	37
	Signatures	3839

		December 31,
Leases	Classification	2018
Assets		(In thousands)
Favorable lease asset	Other intangible assets, net	$	13,961
Capital leases	Property and equipment, at cost		3,066
Capital leases, accumulated depreciation	Accumulated depreciation		(122	)
Total lease assets			16,905
Liabilities
Current
Capital leases	Other accrued liabilities	$	143
Noncurrent
Capital leases	Other liabilities		2,822
Total lease liabilities		$	2,965

Lease Cost	Classification	(In thousands)
Operating lease cost	Operating expenses	$	2,758
Operating lease cost	Selling, general and administrative expenses		137
Financing lease cost
Amortization of leased assets	Depreciation and amortization		184
Interest on lease liabilities	Interest expense		40
Net lease cost		$	3,119

~~Lease term and discount rate~~
~~Weighted average remaining lease term (years)~~
~~Operating leases~~	~~26.41~~
~~Financing leases~~	~~14.19~~
~~Weighted average discount rate~~
~~Operating leases~~	~~8.10~~	%
~~Financing leases~~	~~4.19~~	%

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

	Operating leases
Years Ending December 31,	Land lease			Other operating leases			Total operating leases			Financing leases
	(In thousands)
Remainder of 2019	$	7,801		$	3,109		$	10,910		$	622
2020		10,401			3,824			14,225			825
2021		10,401			3,478			13,879			332
2022		10,401			2,497			12,898			208
2023		10,401			1,954			12,355			204
2024		10,401			1,740			12,141			201
Thereafter		244,431			2,993			247,424			2,593
Total lease payments		304,237			19,595			323,832			4,985
Less: Imputed Interest		(188,224	)		(3,371	)		(191,595	)		(959	)
Present value of lease liabilities	$	116,013		$	16,224		$	132,237		$	4,026

Other Information	(In thousands)
Operating cash flows from operating leases	$	2,764
Operating cash flows from financing leases	$	40
Financing cash flows from financing leases	$	168
Right of use assets obtained in exchange for financing lease obligations	$	1,230
Right of use assets obtained in exchange for operating lease obligations	$	133,297

	Three Months Ended March 31,
	2019			2018
Derivatives in Cash Flow Hedging Relationships:	(In thousands)
(Loss) gain related to effective portion of derivatives recognized in accumulated other comprehensive loss	$	(1,953	)	$	12,116
Loss related to effective portion of derivatives reclassified from accumulated other comprehensive loss to interest expense	$	(855	)	$	(1,851	)

Accumulated other comprehensive income (loss) (In thousands):			Income (Losses) on Cash Flow Hedges
Accumulated other comprehensive income at December 31, 2018			$	2,284
Other comprehensive loss before reclassifications	(1,435	)
Amounts reclassified from accumulated other comprehensive income to interest expense	(629	)
Unrealized loss on derivatives, net of tax				(2,064	)
Accumulated other comprehensive income at March 31, 2019			$	220

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	)

						Performance-Vesting Restricted shares/units
	Time-Vesting Restricted shares/units					Bonus Performance Restricted units					Long-Term Incentive Performance Restricted shares/units
	Shares/Units			Weighted Average Grant Date Fair Value per Share/Unit		Units			Weighted Average Grant Date Fair Value per Unit		Shares/Units			Weighted Average Grant Date Fair Value per Share/Unit
Outstanding at December 31, 2018		901,704		$	17.34		560,710		$	15.06		1,155,486		$	15.82
Granted		47,772		$	25.70		224,928		$	25.70		1,233,742		$	25.70
Vested		(87,079	)	$	17.12		(319,868	)	$	15.06		(27,877	)	$	15.24
Forfeited		(121,518	)	$	16.33		(246,678	)	$	15.32		(285,428	)	$	18.11
Outstanding at March 31, 2019		740,879		$	18.07		219,092		$	25.70		2,075,923		$	21.39

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2018		764,577		$	18.05
Granted		430,390		$	25.70
Forfeited		(55,379	)	$	19.36
Expired		(8,593	)	$	18.52
Exercised		(39,928	)	$	17.90
Outstanding at March 31, 2019		1,091,067		$	21.00		7.85	$	5,188
Exercisable at March 31, 2019		556,676		$	18.28		6.47	$	4,163

~~Risk-free interest rate~~	~~2.48~~	%
~~Expected volatility~~ ^(a)	~~28.50~~	%
~~Expected dividend yield~~	~~0.00~~	%
~~Expected life (years)~~ ^(b)	~~6.00~~

	2019 Restructuring and other Separation Costs		2018 Restructuring Program
	(In thousands)
Liability as of December 31, 2018	$	—	$	537
Costs incurred		2,566		—
Payments made		—		(159	)
Liability as of March 31, 2019	$	2,566	$	378

Prior to the Amended Credit Agreement, the credit agreement governing the Company’s Senior Secured Credit Facilities limited the amount of certain add-backs as described in footnotes (d), (f) and (i) below. The Adjusted EBITDA for all periods above reflects the current definitions in the Amended Credit Agreement. The following table reconciles the Adjusted EBITDA calculation as previously defined prior to the Amended Credit Agreement to the Adjusted EBITDA calculation as defined in the Amended Credit Agreement. This table is presented as supplemental information only:
	For the Three Months Ended March 31, 2018
	(Unaudited, in thousands)
Adjusted EBITDA (as previously defined)	$	(117	)
Certain expenses over previous credit agreement limit ^(d)		—
Taxes related to other adjusting items not previously added back^(f)		2,415
Adjusted EBITDA (as defined in the Amended Credit Agreement)	$	2,298

Period Beginning	Period Ended	Total Number of Shares Purchased⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs⁽²⁾
January 1, 2019	January 31, 2019		1,837	$	23.88		—	$	91,967,699
February 1, 2019	February 28, 2019		104,589	$	27.24		—		250,000,000
March 1, 2019	March 31, 2019		26,460	$	26.96		—		250,000,000
			132,886				—	$	250,000,000

Exhibit No.		Description

10.1†*4.1		Indenture, dated as of April 30, 2020, among SeaWorld Parks & Entertainment, Inc., SeaWorld Entertainment, Inc., the other guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee and collateral agent. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form ~~of Performance Stock Unit Grant Notice and Restricted Stock Unit Agreement (Senior Leadership Team Executive Employees – Performance-Based Restricted Stock Units)~~8-K filed on April 30, 2020 (File No. 001-35883))

10.2†*10.1		~~Form~~Amendment No. 10, dated as of ~~Option Grant Notice and Option Agreement (Tier 2– Time-Based Options)~~

10.3†*		~~Form of Performance Stock Unit Grant Notice and Restricted Stock Unit Agreement (Employees – Annual Incentive Plan Award)~~

10.4†*		~~Offer Letter of Employment, Agreed and Accepted~~March 10, 2020, to the ~~2nd day of June, 2018, between SeaWorld Entertainment, Inc. and Walter Bogumil~~

10.5†*		~~Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement between SeaWorld Entertainment, Inc. and Gustavo Antorcha, dated March 14, 2019~~

10.6†*		~~Performance Stock Unit Grant Notice and Restricted Stock Unit Agreement between SeaWorld Entertainment, Inc. and Gustavo Antorcha, dated March 14, 2019~~

10.7†*		~~Option Grant Notice and Option Agreement between SeaWorld Entertainment, Inc. and Gustavo Antorcha, dated March 14, 2019~~

~~10.8~~		~~Letter~~Credit Agreement, dated ~~May 3, 2019, between Sun Wise (UK) Co., LTD and~~as of December 1, 2009, among SeaWorld Parks & Entertainment, Inc., the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., as L/C issuer and swing line lender and the other parties thereto. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on ~~May 6, 2019~~March 11, 2020 (File No. 001-35883))

~~10.9~~10.2*		~~Letter~~Amendment No. 11, dated as of April 19, 2020, to the Credit Agreement, dated ~~May 3, 2019, between Lord Central Opportunity V Limited~~as of December 1, 2009, among SeaWorld Parks & Entertainment, Inc., the several banks and ~~SeaWorld Entertainment, Inc. (incorporated by reference~~other financial institutions or entities from time to ~~Exhibit 10.2 to~~time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., as L/C issuer and swing line lender and the ~~Registrant’s Current Report on Form 8-K filed on May 6, 2019 (File No. 001-35883))~~other parties thereto.

10.3*		First-Lien Intercreditor Agreement, dated as of April 30, 2020, among SeaWorld Parks & Entertainment, Inc., the other grantors from time to time party thereto, JPMorgan Chase Bank, N.A., as collateral agent for the Credit Agreement Secured Parties (as defined therein), JPMorgan Chase Bank, N.A. as authorized representative for the Credit Agreement Secured Parties, Wilmington Trust, National Association, as collateral agent for the Initial Additional First-Lien Secured Parties (as defined therein), Wilmington Trust, National Association, as authorized representative for the Initial Additional First-Lien Secured Parties and each additional authorized representative from time to time party thereto.

10.4*		Security Agreement, dated as of April 30, 2020, among SeaWorld Parks & Entertainment, Inc., SeaWorld Entertainment, Inc., the other grantors from time to time party thereto and Wilmington Trust, National Association, as collateral agent.

10.5*		Pledge Agreement, dated as of April 30, 2020, among SeaWorld Entertainment, Inc. and Wilmington Trust, National Association, as collateral agent.

10.6*		Copyright Security Agreement, dated as of April 30, 2020, by SeaWorld Parks & Entertainment, Inc., Sea World LLC and SeaWorld Parks & Entertainment LLC, in favor of Wilmington Trust, National Association, as collateral agent.

10.7*		Patent Security Agreement, dated as of April 30, 2020, by SeaWorld Parks & Entertainment, Inc., in favor of Wilmington Trust, National Association, as collateral agent.

10.8*		Trademark Security Agreement, dated as of April 30, 2020, by SeaWorld Parks & Entertainment, Inc., Sea World LLC and SeaWorld Parks & Entertainment LLC, and in favor of Wilmington Trust, National Association, as collateral agent.
10.9*†		Form of 2020 Letter Amendment to Performance Stock Unit Award Agreement.
31.1*		Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


101.INS*		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

		SEAWORLD ENTERTAINMENT, INC.
		(Registrant)
Date: May 8, ~~2019~~2020		~~By: /s/ Marc G. Swanson~~
~~Date: May 8, 2019~~		~~Marc. G. Swanson~~ ~~Chief Financial Officer~~ ~~(Principal Financial Officer)~~ By: /s/ Elizabeth C. Gulacsy
		Elizabeth C. Gulacsy
		Interim Chief Financial Officer and Treasurer, Chief Accounting Officer
		(Principal Financial Officer and Principal Accounting Officer)