Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | SEAS | |
Entity Registrant Name | SeaWorld Entertainment, Inc. | |
Entity Central Index Key | 0001564902 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 63,944,033 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NYSE | |
Entity File Number | 001-35883 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-1220297 | |
Entity Address, Address Line One | 6240 Sea Harbor Drive | |
Entity Address, City or Town | Orlando | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32821 | |
City Area Code | 407 | |
Local Phone Number | 226-5011 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 215,226 | $ 79,196 |
Accounts receivable, net | 80,098 | 71,050 |
Inventories | 54,623 | 55,190 |
Prepaid expenses and other current assets | 25,888 | 28,260 |
Total current assets | 375,835 | 233,696 |
Property and equipment, at cost | 3,766,620 | 3,576,092 |
Accumulated depreciation | (1,958,429) | (1,869,413) |
Property and equipment, net | 1,808,191 | 1,706,679 |
Goodwill | 66,278 | 66,278 |
Trade names/trademarks, net | 157,000 | 157,000 |
Right of use assets-operating leases | 127,814 | 130,479 |
Deferred tax assets, net | 11,274 | 12,332 |
Other assets, net | 29,150 | 19,323 |
Total assets | 2,575,542 | 2,325,787 |
Current liabilities: | ||
Accounts payable and accrued expenses | 146,719 | 159,947 |
Current maturities of long-term debt | 12,000 | 12,000 |
Operating lease liabilities | 3,371 | 3,387 |
Accrued salaries, wages and benefits | 24,412 | 17,423 |
Deferred revenue | 161,082 | 169,535 |
Other accrued liabilities | 58,892 | 46,914 |
Total current liabilities | 406,476 | 409,206 |
Long-term debt, net | 2,094,667 | 2,099,059 |
Long-term operating lease liabilities | 113,057 | 115,396 |
Deferred tax liabilities, net | 157,708 | 96,627 |
Other liabilities | 56,030 | 43,163 |
Total liabilities | 2,827,938 | 2,763,451 |
Commitments and contingencies (Note 8) | ||
Stockholders’ Deficit: | ||
Preferred stock, $0.01 par value - authorized, 100,000,000 shares, no shares issued or outstanding at September 30, 2023 and December 31, 2022 | ||
Common stock, $0.01 par value - authorized, 1,000,000,000 shares; 96,634,322 and 96,287,771 shares issued at September 30, 2023 and December 31, 2022, respectively | 966 | 963 |
Additional paid-in capital | 719,134 | 710,151 |
Retained earnings | 370,046 | 175,903 |
Treasury stock, at cost (32,690,289 and 32,376,539 shares at September 30, 2023 and December 31, 2022, respectively) | (1,342,542) | (1,324,681) |
Total stockholders’ deficit | (252,396) | (437,664) |
Total liabilities and stockholders’ deficit | $ 2,575,542 | $ 2,325,787 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 96,634,322 | 96,287,771 |
Treasury stock, shares | 32,690,289 | 32,376,539 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net revenues: | ||||
Total revenues | $ 548,247 | $ 565,207 | $ 1,337,622 | $ 1,340,717 |
Costs and expenses: | ||||
Cost of food, merchandise and other revenues | 40,431 | 41,385 | 101,862 | 105,943 |
Operating expenses (exclusive of depreciation and amortization shown separately below) | 205,808 | 215,899 | 574,210 | 559,320 |
Selling, general and administrative expenses | 59,705 | 53,082 | 176,152 | 155,299 |
Severance and other separation costs | (139) | 521 | 113 | |
Depreciation and amortization | 39,171 | 37,216 | 114,396 | 114,379 |
Total costs and expenses | 344,976 | 347,582 | 967,141 | 935,054 |
Operating income | 203,271 | 217,625 | 370,481 | 405,663 |
Other (income) expense, net | (21) | (66) | 20 | (110) |
Interest expense | 37,052 | 30,556 | 110,407 | 82,736 |
Income before income taxes | 166,240 | 187,135 | 260,054 | 323,037 |
Provision for income taxes | 42,685 | 52,578 | 65,911 | 80,857 |
Net income | $ 123,555 | $ 134,557 | $ 194,143 | $ 242,180 |
Earnings per share: | ||||
Earnings per share, basic | $ 1.93 | $ 2 | $ 3.04 | $ 3.39 |
Earnings per share, diluted | $ 1.92 | $ 1.99 | $ 3.01 | $ 3.36 |
Weighted average common shares outstanding: | ||||
Basic | 63,954 | 67,176 | 63,955 | 71,450 |
Diluted | 64,319 | 67,569 | 64,425 | 72,130 |
Admissions [Member] | ||||
Net revenues: | ||||
Total revenues | $ 299,785 | $ 313,574 | $ 733,542 | $ 739,941 |
Food, Merchandise and Other [Member] | ||||
Net revenues: | ||||
Total revenues | $ 248,462 | $ 251,633 | $ 604,080 | $ 600,776 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | (Accumulated Deficit) Retained Earnings [Member] | Treasury Stock, at Cost [Member] |
Beginning Balance at Dec. 31, 2021 | $ (33,916) | $ 955 | $ 711,474 | $ (115,287) | $ (631,058) |
Beginning Balance, shares at Dec. 31, 2021 | 95,541,992 | ||||
Equity-based compensation | 6,982 | 6,982 | |||
Vesting of restricted shares | $ 4 | (4) | |||
Vesting of restricted shares, shares | 361,403 | ||||
Shares withheld for tax withholdings | (7,738) | $ (1) | (7,737) | ||
Shares withheld for tax withholdings, shares | (111,865) | ||||
Exercise of stock options | 1,127 | 1,127 | |||
Exercise of stock options, shares | 46,503 | ||||
Repurchase of treasury shares, at cost | (109,905) | (109,905) | |||
Net (loss) income | (8,987) | (8,987) | |||
Ending Balance at Mar. 31, 2022 | (152,437) | $ 958 | 711,842 | (124,274) | (740,963) |
Ending Balance, shares at Mar. 31, 2022 | 95,838,033 | ||||
Beginning Balance at Dec. 31, 2021 | (33,916) | $ 955 | 711,474 | (115,287) | (631,058) |
Beginning Balance, shares at Dec. 31, 2021 | 95,541,992 | ||||
Net (loss) income | 242,180 | ||||
Ending Balance at Sep. 30, 2022 | (420,302) | $ 963 | 705,954 | 126,893 | (1,254,112) |
Ending Balance, shares at Sep. 30, 2022 | 96,255,843 | ||||
Beginning Balance at Mar. 31, 2022 | (152,437) | $ 958 | 711,842 | (124,274) | (740,963) |
Beginning Balance, shares at Mar. 31, 2022 | 95,838,033 | ||||
Equity-based compensation | 2,549 | 2,549 | |||
Vesting of restricted shares | $ 6 | (6) | |||
Vesting of restricted shares, shares | 545,819 | ||||
Shares withheld for tax withholdings | (14,329) | $ (2) | (14,327) | ||
Shares withheld for tax withholdings, shares | (201,442) | ||||
Exercise of stock options | 808 | 808 | |||
Exercise of stock options, shares | 29,783 | ||||
Repurchase of treasury shares, at cost | (354,652) | (354,652) | |||
Net (loss) income | 116,610 | 116,610 | |||
Ending Balance at Jun. 30, 2022 | (401,451) | $ 962 | 700,866 | (7,664) | (1,095,615) |
Ending Balance, shares at Jun. 30, 2022 | 96,212,193 | ||||
Equity-based compensation | 4,444 | 4,444 | |||
Vesting of restricted shares, shares | 13,432 | ||||
Shares withheld for tax withholdings | (115) | (115) | |||
Shares withheld for tax withholdings, shares | (2,183) | ||||
Exercise of stock options | 760 | $ 1 | 759 | ||
Exercise of stock options, shares | 32,401 | ||||
Repurchase of treasury shares, at cost | (158,497) | (158,497) | |||
Net (loss) income | 134,557 | 134,557 | |||
Ending Balance at Sep. 30, 2022 | (420,302) | $ 963 | 705,954 | 126,893 | (1,254,112) |
Ending Balance, shares at Sep. 30, 2022 | 96,255,843 | ||||
Beginning Balance at Dec. 31, 2022 | $ (437,664) | $ 963 | 710,151 | 175,903 | (1,324,681) |
Beginning Balance, shares at Dec. 31, 2022 | 96,287,771 | 96,287,771 | |||
Equity-based compensation | $ 4,482 | 4,482 | |||
Vesting of restricted shares | $ 3 | (3) | |||
Vesting of restricted shares, shares | 273,134 | ||||
Shares withheld for tax withholdings | (5,569) | $ (1) | (5,568) | ||
Shares withheld for tax withholdings, shares | (86,914) | ||||
Exercise of stock options | 565 | 565 | |||
Exercise of stock options, shares | 22,793 | ||||
Net (loss) income | (16,467) | (16,467) | |||
Ending Balance at Mar. 31, 2023 | (454,653) | $ 965 | 709,627 | 159,436 | (1,324,681) |
Ending Balance, shares at Mar. 31, 2023 | 96,496,784 | ||||
Beginning Balance at Dec. 31, 2022 | $ (437,664) | $ 963 | 710,151 | 175,903 | (1,324,681) |
Beginning Balance, shares at Dec. 31, 2022 | 96,287,771 | 96,287,771 | |||
Net (loss) income | $ 194,143 | ||||
Ending Balance at Sep. 30, 2023 | $ (252,396) | $ 966 | 719,134 | 370,046 | (1,342,542) |
Ending Balance, shares at Sep. 30, 2023 | 96,634,322 | 96,634,322 | |||
Beginning Balance at Mar. 31, 2023 | $ (454,653) | $ 965 | 709,627 | 159,436 | (1,324,681) |
Beginning Balance, shares at Mar. 31, 2023 | 96,496,784 | ||||
Equity-based compensation | 3,725 | 3,725 | |||
Vesting of restricted shares, shares | 53,735 | ||||
Shares withheld for tax withholdings | (771) | (771) | |||
Shares withheld for tax withholdings, shares | (13,118) | ||||
Exercise of stock options | 1,079 | $ 1 | 1,078 | ||
Exercise of stock options, shares | 45,248 | ||||
Repurchase of treasury shares, at cost | (13,947) | (13,947) | |||
Net (loss) income | 87,055 | 87,055 | |||
Ending Balance at Jun. 30, 2023 | (377,512) | $ 966 | 713,659 | 246,491 | (1,338,628) |
Ending Balance, shares at Jun. 30, 2023 | 96,582,649 | ||||
Equity-based compensation | 4,602 | 4,602 | |||
Vesting of restricted shares, shares | 20,986 | ||||
Shares withheld for tax withholdings | (221) | (221) | |||
Shares withheld for tax withholdings, shares | (4,289) | ||||
Exercise of stock options | 1,094 | 1,094 | |||
Exercise of stock options, shares | 34,976 | ||||
Repurchase of treasury shares, at cost | (3,914) | (3,914) | |||
Net (loss) income | 123,555 | 123,555 | |||
Ending Balance at Sep. 30, 2023 | $ (252,396) | $ 966 | $ 719,134 | $ 370,046 | $ (1,342,542) |
Ending Balance, shares at Sep. 30, 2023 | 96,634,322 | 96,634,322 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical) - shares | 3 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | |||||
Repurchase of treasury shares, shares | 78,750 | 235,000 | 3,163,547 | 6,341,755 | 1,535,427 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows From Operating Activities: | ||
Net income | $ 194,143 | $ 242,180 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 114,396 | 114,379 |
Amortization of debt issuance costs and discounts | 4,608 | 4,685 |
Deferred income tax provision | 62,139 | 78,056 |
Equity-based compensation | 12,809 | 13,975 |
Other, including loss on sale or disposal of assets, net | 22,236 | 11,906 |
Changes in assets and liabilities: | ||
Accounts receivable | (13,181) | 1,160 |
Inventories | 413 | (30,739) |
Prepaid expenses and other current assets | 3,699 | (4,401) |
Accounts payable and accrued expenses | (6,823) | 11,176 |
Accrued salaries, wages and benefits | 6,989 | (2,996) |
Deferred revenue | (4,383) | 17,815 |
Other accrued liabilities | 9,095 | 7,779 |
Right of use assets and operating lease liabilities | 329 | 469 |
Other assets and liabilities | (8,012) | 3,430 |
Net cash provided by operating activities | 398,457 | 468,874 |
Cash Flows From Investing Activities: | ||
Capital expenditures | (234,218) | (150,729) |
Net cash used in investing activities | (234,218) | (150,729) |
Cash Flows From Financing Activities: | ||
Repayments of long-term debt | (9,000) | (9,000) |
Proceeds from draws on revolving credit facility | 20,000 | |
Repayments of revolving credit facility | (20,000) | |
Purchase of treasury stock | (17,861) | (617,756) |
Payment of tax withholdings on equity-based compensation through shares withheld | (6,561) | (22,182) |
Exercise of stock options | 2,738 | 2,695 |
Debt issuance costs | (469) | |
Other financing activities | (649) | (427) |
Net cash used in financing activities | (31,333) | (647,139) |
Change in Cash and Cash Equivalents, including Restricted Cash | 132,906 | (328,994) |
Cash and Cash Equivalents, including Restricted Cash—Beginning of period | 82,320 | 444,486 |
Cash and Cash Equivalents, including Restricted Cash—End of period | 215,226 | 115,492 |
Supplemental Disclosure of Noncash Investing and Financing Activities | ||
Capital expenditures in accounts payable | 34,466 | 32,671 |
Right-of-use assets obtained in exchange for financing lease obligations | $ 2,900 | $ 5,298 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ 123,555 | $ 87,055 | $ (16,467) | $ 134,557 | $ 116,610 | $ (8,987) | $ 194,143 | $ 242,180 |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Rule 10b5-1 Trading Plans Neither the Company nor any of its directors or officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (within the meaning of Item 408 of Regulation S-K) during the Company’s fiscal quarter ended September 30, 2023. |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of the Business and
Description of the Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of the Business and Basis of Presentation | 1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Description of the Business SeaWorld Entertainment, Inc., through its wholly-owned subsidiary, SeaWorld Parks & Entertainment, Inc. (“SEA”) (collectively, the “Company”), owns and operates twelve theme parks within the United States. The Company operates SeaWorld theme parks in Orlando, Florida; San Antonio, Texas; and San Diego, California; and Busch Gardens theme parks in Tampa, Florida and Williamsburg, Virginia. The Company operates water park attractions in Orlando, Florida (Aquatica); San Antonio, Texas (Aquatica); Tampa, Florida (Adventure Island); and Williamsburg, Virginia (Water Country USA). The Company also operates a reservations-only theme park in Orlando, Florida (Discovery Cove) and Sesame Place theme parks in Langhorne, Pennsylvania and Chula Vista, California. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. In the opinion of management, such unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations for the year ending December 31, 2023 or any future period due in part to the seasonal nature of the Company’s operations. Based upon historical results, the Company typically generates its highest revenues in the second and third quarters of each year and incurs a net loss in the first quarter, in part because four of its theme parks were historically only open for a portion of the year. In the year ended December 31, 2022, we opened our Sesame Place San Diego park which has been, and is expected to continue to be, open more operating days than the Aquatica San Diego park it replaced, particularly in the first and fourth quarters of the year. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including SEA. All intercompany accounts have been eliminated in consolidation. Use of Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance reserves, income taxes, revenue recognition and reviews for potential impairment of long-lived assets. Estimates are based on various factors including current and historical trends, as well as other pertinent company and industry data. The Company regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes. Actual results could differ from those estimates. Segment Reporting The Company maintains discrete financial information for each of its twelve theme parks, which is used by the Chief Operating Decision Maker (“CODM”), as a basis for allocating resources and assessing performance. Each theme park has been identified as an operating segment and meets the criteria for aggregation due to similar economic characteristics. In addition, all of the Company’s theme parks provide similar products and services and share similar processes for delivering services. The theme parks have a high degree of similarity in the workforces and target similar consumer groups. Accordingly, based on these economic and operational similarities and the way the CODM monitors and makes decisions affecting the operations, the Company has concluded that its operating segments may be aggregated and that it has one reportable segment. Restricted Cash Restricted cash is recorded in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets. Restricted cash as of December 31, 2022 consists primarily of advanced funds for which costs had yet to be incurred related to the Company’s international services agreements, as discussed in the “International Agreements” section which follows. September 30, December 31, 2023 2022 (In thousands) Cash and cash equivalents $ 215,226 $ 79,196 Restricted cash, included in prepaid expenses and other current assets — 3,124 Total cash, cash equivalents and restricted cash $ 215,226 $ 82,320 Share Repurchase Programs and Treasury Stock From time to time, the Company’s Board of Directors (the “Board”) may authorize share repurchases of common stock. Shares repurchased under Board authorizations are currently held in treasury for general corporate purposes. The Company accounts for treasury stock on the trade date under the cost method. Treasury stock at September 30, 2023 and December 31, 2022 is reflected within stockholders’ deficit. See further discussion of the Company’s share repurchase programs in Note 10–Stockholders’ Deficit. Revenue Recognition Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products. For single-day tickets, the Company recognizes revenue at a point in time, upon admission to the park. Annual passes, season passes, or other multi-day or multi-park passes allow guests access to specific parks over a specified time period. For these pass and multi-use products, revenue is deferred and recognized over the terms of the admission product based on estimated redemption rates for similar products and is adjusted periodically. The Company estimates redemption rates using historical and forecasted attendance trends by park for similar products. Attendance trends factor in seasonality and are adjusted based on actual trends periodically. These estimated redemption rates impact the timing of when revenue is recognized on these products. Actual results could materially differ from these estimates based on actual attendance patterns. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For pass products purchased on an installment plan that have met their initial commitment period and have transitioned to a month-to-month basis, monthly charges are recognized as revenue as payments are received each month. For certain multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park. Food, merchandise and other revenue primarily consists of food and beverage, retail, merchandise, parking, other in-park products and service fees, and other miscellaneous revenue, including online transaction fees and revenue from the Company’s international agreements, not necessarily generated in our parks, which is not significant in the periods presented. The Company recognizes revenue for food and beverage, merchandise and other in-park products when the related products or services are received by the guests. Deferred revenue primarily includes revenue associated with pass products, admission or in-park products or services with a future intended use date and contract liability balances related to licensing and international agreements collected in advance of the Company satisfying its performance obligations and is expected to be recognized in future periods. At September 30, 2023 and December 31, 2022, the long-term portion of deferred revenue included in other liabilities in the accompanying unaudited condensed consolidated balance sheets primarily relates to the Company’s international agreements, as discussed in the following section. The following table reflects the Company’s deferred revenue balance as of September 30, 2023 and December 31, 2022: September 30, December 31, 2023 2022 (In thousands) Deferred revenue, including long-term portion $ 177,025 $ 183,772 Less: Deferred revenue, long-term portion, included in other liabilities 15,943 14,237 Deferred revenue, short-term portion $ 161,082 $ 169,535 The Company estimates approximately $ 164.2 million of the deferred revenue, short term portion, balance outstanding as of December 31, 2022 was recognized as revenue during the nine months ended September 30, 2023. For certain admission products, the Company estimated timing of redemption using average historical redemption rates. International Agreements The Company has previously received $ 10.0 million in deferred revenue which is recorded in other liabilities related to a nonrefundable payment received from a partner in connection with a project in the Middle East to provide certain services pertaining to the planning and design of SeaWorld Abu Dhabi, a marine life theme park on Yas Island which opened in May 2023 (the “Middle East Project”), with funding received expected to offset internal expenses. The Company also received additional funds, some of which were advanced, from its partner related to agreed-upon services and reimbursements of costs incurred by the Company on behalf of the Middle East Project (the “Middle East Services Agreements”). Revenue and expenses associated with the Middle East Project began to be recognized when substantially all the services were complete which occurred when SeaWorld Abu Dhabi opened. Revenue and expenses associated with the Middle East Services Agreements will be recognized upon completion of the respective performance obligations. As a result of the Middle East Project, approximately $ 0.6 million and $ 0.5 million of costs incurred by the Company are recorded in prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022, respectively, and approximately $ 12.1 million and $ 11.2 million of other related costs incurred are recorded in other assets in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively. Separately, deferred revenue of approximately $ 0.8 million and $ 0.6 million is recorded in deferred revenue as of September 30, 2023 and December 31, 2022, respectively, and approximately $ 14.4 million and $ 14.2 million of long-term deferred revenue is recorded in other liabilities in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively, related to the Middle East Project, which includes the $ 10.0 million nonrefundable payment previously discussed for each period. As a result of the Middle East Services Agreements, approximately $ 2.0 million of costs incurred by the Company are recorded in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets as of December 31, 2022. Separately, deferred revenue of approximately $ 5.1 million is recorded in deferred revenue in the accompanying unaudited condensed consolidated balance sheets as of December 31, 2022. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. RECENT ACCOUNTING PRONOUNCEMENTS The Company reviews new accounting pronouncements as they are issued or proposed by the Financial Accounting Standards Board (“FASB”). There are no recent accounting pronouncements or recently implemented accounting standards that are expected to have a material impact on the Company’s unaudited condensed consolidated financial statements or disclosures. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 3. EARNINGS PER SHARE Earnings per share is computed as follows: For the Three Months Ended September 30, 2023 2022 Net Shares Per Net Shares Per (In thousands, except per share amounts) Basic earnings per share $ 123,555 63,954 $ 1.93 $ 134,557 67,176 $ 2.00 Effect of dilutive incentive-based awards 365 393 Diluted earnings per share $ 123,555 64,319 $ 1.92 $ 134,557 67,569 $ 1.99 For the Nine Months Ended September 30, 2023 2022 Net Shares Per Net Shares Per (In thousands, except per share amounts) Basic earnings per share $ 194,143 63,955 $ 3.04 $ 242,180 71,450 $ 3.39 Effect of dilutive incentive-based awards 470 680 Diluted earnings per share $ 194,143 64,425 $ 3.01 $ 242,180 72,130 $ 3.36 In accordance with the Earnings Per Share Topic of the Accounting Standards Codification (“ASC"), basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period (excluding treasury stock and unvested restricted stock awards). Unvested restricted stock awards are eligible to receive dividends, if any; however, dividend rights will be forfeited if the award does not vest. Accordingly, only vested shares of formerly restricted stock are included in the calculation of basic earnings per share. The weighted average number of repurchased shares during the period, if any, which are held as treasury stock, are excluded from shares of common stock outstanding. Diluted earnings per share is determined using the treasury stock method based on the dilutive effect of unvested restricted stock awards and certain shares of common stock that are issuable upon exercise of stock options. During the three and nine months ended September 30, 2023, there were approximately 491,000 and 424,000 anti-dilutive shares excluded from the computation of diluted earnings per share, respectively. During the three and nine months ended September 30, 2022, there were approximately 328,000 and 246,000 anti-dilutive shares excluded from the computation of diluted earnings per share, respectively. The Company’s outstanding performance-vesting restricted awards of approximately 912,000 and 1,015,000 as of September 30, 2023 and 2022, respectively, are considered contingently issuable shares and are excluded from the calculation of diluted earnings per share until the performance measure criteria is met as of the end of the reporting period. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 4. INCOME TAXES Income tax expense or benefit and the Company’s effective tax rate is based upon the tax rate expected for the full calendar year applied to the year-to-date pretax income or loss of the interim period, plus the tax effect of any year-to-date discrete tax items. The Company’s consolidated effective tax rate for the three and nine months ended September 30, 2023 was 25.7 % and 25.3 %, respectively, and for the three and nine months ended September 30, 2022 was 28.1 % and 25.0 %, respectively. The Company’s effective tax rates over these periods differ from the effective statutory federal income tax rate of 21.0 % primarily due to state income taxes and other compensation related items, partially offset by a tax benefit related to equity-based compensation which vested during the period. Due to the uncertainty of realizing the benefit from deferred tax assets, tax positions are reviewed at least quarterly by assessing future expected taxable income from all sources. Realization of deferred tax assets, primarily arising from net operating loss carryforwards and charitable contribution carryforwards, is dependent upon generating sufficient taxable income prior to expiration of the carryforwards. Based on its analysis, the Company believes that some of its deferred tax assets may not be realized. As of September 30, 2023 and December 31, 2022, the Company’s valuation allowance consisted of approximately $ 4.8 million and $ 4.6 million, respectively, net of federal tax benefit, on the deferred tax assets related to state net operating loss carryforwards. The Company has determined that there are no positions currently taken that would rise to a level requiring an amount to be recorded or disclosed as an unrecognized tax benefit. If such positions do arise, it is the Company’s intent that any interest or penalty amount related to such positions will be recorded as a component of the income tax provision (benefit) in the applicable period. The Inflation Reduction Act (“IRA”) of 2022 was signed into law on August 16, 2022. This legislation includes a 15 % corporate alternative minimum tax and a 1 % excise tax on stock repurchases among its key tax provisions effective for years beginning after December 31, 2022. The Company does not anticipate a material impact for either of these provisions. |
Other Accrued Liabilities
Other Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | 5. OTHER ACCRUED LIABILITIES Other accrued liabilities at September 30, 2023 and December 31, 2022, consisted of the following: September 30, December 31, 2023 2022 (In thousands) Accrued interest $ 13,663 $ 18,483 Accrued taxes 12,893 3,284 Self-insurance reserve 10,537 8,608 Other 21,799 16,539 Total other accrued liabilities $ 58,892 $ 46,914 As of September 30, 2023 and December 31, 2022, other accrued liabilities above includes approximately $ 15.1 million and $ 10.9 million, respectively, related to certain legal matters, contractual liabilities and respective assessments arising from the previously disclosed temporary COVID-19 park closures. As of September 30, 2023 and December 31, 2022, accrued interest above primarily relates to interest associated with the Company’s first-priority senior secured notes issued in April 2020, for which interest is paid bi-annually in November and May and the senior notes issued in August 2021, for which interest is paid bi-annually in February and August. See further discussion in Note 6–Long-Term Debt. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 6. LONG-TERM DEBT Long-term debt, net, as of September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, 2023 2022 (In thousands) Term B Loans (effective interest rate of 8.43 % and 7.44 % at September 30, 2023 and December 31, 2022, respectively) $ 1,176,000 $ 1,185,000 Senior Notes due 2029 (interest rate of 5.25 %) 725,000 725,000 First-Priority Senior Secured Notes due 2025 (interest rate of 8.75 %) 227,500 227,500 Total long-term debt 2,128,500 2,137,500 Less: unamortized discounts and debt issuance costs ( 21,833 ) ( 26,441 ) Less: current maturities ( 12,000 ) ( 12,000 ) Total long-term debt, net $ 2,094,667 $ 2,099,059 On August 25, 2021, SEA entered into a Restatement Agreement (the “Restatement Agreement”) pursuant to which SEA amended and restated its existing senior secured credit agreement dated as of December 1, 2009 (as amended, restated, supplemented or otherwise modified from time to time, and the senior secured credit facilities thereunder (the “Existing Secured Credit Facilities”), and, as amended and restated by the Restatement Agreement (the “Amended and Restated Credit Agreement”). On June 12, 2023, the Company amended the Amended and Restated Credit Agreement to replace the LIBOR-based benchmark rates with Term SOFR-based benchmark rates plus credit spread adjustments of 0.11448 %, 0.26161 % and 0.42826 % for interest periods of one, three and six months, respectively, due to reference rate reform (“Adjusted Term SOFR”). The Term SOFR-based benchmark rate became effective as of July 1, 2023. There were no changes to any material terms of the Amended and Restated Credit Agreement that were unrelated to the replacement of the LIBOR-based benchmark rates. The Amended and Restated Credit Agreement provides for senior secured financing of up to $ 1,585.0 million, consisting of: (i) a first lien term loan facility (the “Term Loan Facility” and the loans thereunder, the “Term B Loans”), in an aggregate principal amount of $ 1,200.0 million which was fully drawn on August 25, 2021. The Term Loan Facility will mature on August 25, 2028 ; and (ii) a first lien revolving credit facility (the “Revolving Credit Facility” (and the loans thereunder, the “Revolving Loans”) and, together with the Term Loan Facility, the “Senior Secured Credit Facilities”), in an aggregate committed principal amount of $ 385.0 million, including both a letter of credit sub-facility and a swingline loan sub-facility. The Revolving Credit Facility will mature on August 25, 2026 . On June 9, 2022, SEA entered into an incremental amendment to the Amended and Restated Credit Agreement to increase the revolving facility commitments under the Revolving Credit Facility by $ 5.0 million bringing the aggregate committed principal amount to $ 390.0 million as of such date. On August 1, 2023, the Company launched an opportunistic repricing amendment for the Term Loan Facility under that certain Amended and Restated Credit Agreement, dated as of August 25, 2021 (and as amended on June 9, 2022 and June 12, 2023), among the Company, SEA, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, to, among other things, reprice the existing Term Loan Facility thereunder. The Company subsequently canceled the opportunistic repricing due to unfavorable market conditions unrelated to the Company. Senior Secured Credit Facilities Borrowings under the Term B Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) a base rate equal to the higher of (a) the federal funds rate plus 1/2 of 1%, (b) the rate of interest quoted in the print edition of the Wall Street Journal Money Rates Section as the prime rate as in effect from time to time and (c) one-month Adjusted Term SOFR plus 1% per annum (provided that in no event shall such ABR rate with respect to the Term B Loans be less than 1.50% per annum) (“ ABR ”), in each case, plus an applicable margin of 2.00% or (ii) an Adjusted Term SOFR rate for the applicable interest period (provided that in no event shall such Adjusted Term SOFR rate with respect to the Term B Loans be less than 0.50% per annum) plus an applicable margin of 3.00%. Borrowings under the Revolving Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) ABR (provided that in no event shall such ABR rate with respect to the Revolving Loans be less than 1.00% per annum) plus an applicable margin equal to 1.75% or (ii) Adjusted Term SOFR (provided that in no event shall such Adjusted Term SOFR rate with respect to the Revolving Loans be less than 0.00%) plus an applicable margin of 2.75%. The applicable margin for borrowings of Revolving Loans are subject to one 25 basis point step-down upon achievement by the Company of certain corporate credit ratings. In addition to paying interest on the outstanding principal under the Senior Secured Credit Facilities, the Company is required to pay a commitment fee equal to 0.50 % per annum to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The Company will also be required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for Adjusted Term SOFR rate borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee computed at a rate equal to 0.125 % per annum on the daily stated amount of each letter of credit. The Senior Secured Credit Facilities require scheduled amortization payments on the term loans in quarterly amounts equal to 0.25 % of the original principal amount of the Term B Loans, payable quarterly, with the balance to be paid at maturity. In addition, the Senior Secured Credit Facilities require the Company to prepay outstanding term loan borrowings, subject to certain exceptions, with: - 50% (which percentage will be reduced to 25% and 0% if the Company satisfies certain net first lien leverage ratios) of annual excess cash flow, as defined under the Senior Secured Credit Facilities; - 100% (which percentage will be reduced to 50% and 0% if the Company satisfies certain net first lien leverage ratios) of the net cash proceeds of all non-ordinary course asset sales or other non-ordinary course dispositions of property, in each case subject to certain exceptions and reinvestment rights; - 100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the Senior Secured Credit Facilities. The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to Adjusted Term SOFR rate loans. All borrowings under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including the absence of a default or event of default and the accuracy of representations and warranties in all material respects. All obligations under the Senior Secured Credit Facilities are unconditionally guaranteed by the Company on a limited-recourse basis and each of SEA’s existing and future direct and indirect wholly owned material domestic subsidiaries, subject to certain exceptions. The obligations are secured by a pledge of SEA’s capital stock directly held by the Company and substantially all of SEA’s assets and those of each guarantor (other than the Company), including a pledge of the capital stock of all entities directly held by SEA or the guarantors, in each case subject to exceptions. Such security interests consist of a first-priority lien with respect to the collateral. As of September 30, 2023, SEA had approximately $ 18.4 million of outstanding letters of credit, leaving approximately $ 371.6 million available under the Revolving Credit Facility, which was not drawn upon as of September 30, 2023. Senior Notes On August 25, 2021, SEA completed a private offering of $ 725.0 million aggregate principal amount of 5.250 % senior notes which mature on August 15, 2029 (the “Senior Notes”). Interest on the Senior Notes accrues at 5.250 % per annum and is paid semi-annually, in arrears on February 15 and August 15 of each year. On or after August 15, 2024, SEA may redeem the Senior Notes, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on August 15 of the years as follows: (i) in 2024 at 102.625 %; (ii) in 2025 at 101.313 %; and (iii) in 2026 and thereafter at 100 %. In addition, prior to August 15, 2024, SEA may redeem the Senior Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100 % of the principal amount of the Senior Notes redeemed, plus the “Applicable Premium” and accrued and unpaid interest, if any, to, but excluding, the redemption date. Notwithstanding the foregoing, subject to the provisions set forth in the Indenture, at any time and from time to time on or prior to August 15, 2024, SEA may redeem in the aggregate up to 40 % of the original aggregate principal amount of the Senior Notes (calculated after giving effect to any issuance of additional Senior Notes) in an aggregate amount equal to the net cash proceeds of one or more equity offerings at a redemption price equal to 105.250 %, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Additionally, upon the occurrence of specified change of control events, each holder will have the right to require SEA to repurchase all or any part of such holder’s notes at a purchase price in cash equal to 101 %. SEA’s obligations under the Senior Notes and related indenture are guaranteed, jointly and severally, on a senior secured basis, by the Guarantors, as defined, in accordance with the provisions of the indenture. First-Priority Senior Secured Notes The 8.750 % first-priority senior secured notes (the “First-Priority Senior Secured Notes”) mature on May 1, 2025 and have interest payment dates of May 1 and November 1. SEA may redeem the First-Priority Senior Secured Notes at its option, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on May 1 of the years as follows: (i) in 2022 at 104.375 %; (ii) in 2023 at 102.188 %; and (iii) in 2024 and thereafter at 100 %. SEA may also redeem in the aggregate (at a redemption price expressed as a percentage of principal amount thereof): (i) 100 % of the First-Priority Senior Secured Notes after certain events constituting a change of control at a redemption price of 101 %, plus accrued and unpaid interest, if any, to, but excluding, the redemption date and (ii) up to 40% of the original aggregate principal amount of the First-Priority Senior Secured Notes with amounts equal to the net cash proceeds of certain equity offerings at a redemption price of 108.750 %, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The First-Priority Senior Secured Notes are fully and unconditionally guaranteed by the Company, any subsidiary of the Company that directly or indirectly owns 100% of the issued and outstanding equity interests of SEA, and subject to certain exceptions, each of SEA’s subsidiaries that guarantees SEA’s existing senior secured credit facilities. On August 1, 2023, SEA issued a conditional notice of redemption (the “Redemption Notice”) for all of the $ 227.5 million aggregate principal amount of the First-Priority Senior Secured Notes. Due to unfavorable market conditions unrelated to SEA, the Redemption Notice was subsequently withdrawn. Restrictive Covenants The Amended and Restated Credit Agreement governing the Senior Secured Credit Facilities and the indentures governing the Senior Notes and First-Priority Senior Secured Notes (collectively, the “Debt Agreements”), contain covenants that limit the ability of the Company, SEA and its restricted subsidiaries to, among other things: (i) incur additional indebtedness or issue certain preferred shares; (ii) make dividend payments on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting their restricted subsidiaries; (vi) create liens on assets; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets; and (viii) enter into certain transactions with their affiliates. These covenants are subject to a number of important limitations and exceptions and are based, in part on the Company’s ability to satisfy certain tests and engage in certain transactions based on Covenant Adjusted EBITDA. Covenant Adjusted EBITDA differs from Adjusted EBITDA due to certain adjustments permitted under the relevant agreements, including but not limited to estimated cost savings, recruiting and retention costs, public company compliance costs, litigation and arbitration costs and other costs and adjustments as permitted under the Debt Agreements. The Debt Agreements contain certain customary events of default, including relating to a change of control. If an event of default occurs, the lenders under the Debt Agreements will be entitled to take various actions, including the acceleration of amounts due under the Debt Agreements and all actions permitted to be taken by a secured creditor in respect of the collateral securing the Debt Agreements. The Revolving Credit Facility requires that the Company, subject to a testing threshold, comply on a quarterly basis with a maximum net first lien leverage ratio of 6.25 to 1.00 . The testing threshold will be satisfied (and therefore the covenant must be complied with at the end of such quarter) if the aggregate amount of funded loans and issued letters of credit (excluding up to $ 30.0 million of undrawn letters of credit under the Revolving Credit Facility and letters of credit that are cash collateralized) under the Revolving Credit Facility on such date exceeds an amount equal to 35 % of the then-outstanding commitments under the Revolving Credit Facility. The Debt Agreements permit an unlimited capacity for restricted payments if the net total leverage ratio on a pro forma basis does not exceed 4.25 to 1.00 after giving effect to the payment of any such restricted payment. As of September 30, 2023, the net total leverage ratio as calculated under the Debt Agreements was 2.56 to 1.00. Long-term debt at September 30, 2023 is repayable as follows and does not include the impact of any future voluntary prepayments: Years Ending December 31: (In thousands) Remainder of 2023 $ 3,000 2024 12,000 2025 239,500 2026 12,000 2027 12,000 Thereafter 1,850,000 Total $ 2,128,500 Cash paid for interest relating to the Senior Secured Credit Facilities, the Senior Notes, and the First-Priority Senior Secured Notes, net of amounts capitalized, as applicable, was $ 113.7 million and $ 82.4 million in the nine months ended September 30, 2023 and 2022, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. FAIR VALUE MEASUREMENTS Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement is required to be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity. The standard describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices for identical instruments in active markets. Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Of the Company’s long-term obligations as of September 30, 2023 and December 31, 2022, the Term B Loans are classified in Level 2 of the fair value hierarchy and the First-Priority Senior Secured Notes and the Senior Notes are classified in Level 1 of the fair value hierarchy. The fair value of the Term B Loans approximates their carrying value, excluding unamortized debt issuance costs and discounts, due to the variable nature of the underlying interest rates and the frequent intervals at which such interest rates are reset. The fair value of the First-Priority Senior Secured Notes and Senior Notes was determined using quoted prices in active markets for identical instruments. See Note 6–Long-Term Debt for further details. The Company did no t have any assets measured on a recurring basis at fair value at September 30, 2023 and December 31, 2022. The Company maintains its long-term liabilities at carrying value, net of unamortized debt issuance costs and discounts in the unaudited condensed consolidated balance sheet. The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of September 30, 2023. Quoted Prices in Active Markets Significant for Identical Other Significant Assets and Observable Unobservable Balance at Liabilities Inputs Inputs September 30, (Level 1) (Level 2) (Level 3) 2023 (In thousands) Long-term obligations (a) $ 867,184 $ 1,176,000 $ — $ 2,043,184 (a) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $ 12.0 million and long-term debt, net, of $ 2.095 billion as of September 30, 2023. The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of December 31, 2022: Quoted Prices in Active Markets Significant for Identical Other Significant Assets and Observable Unobservable Balance at Liabilities Inputs Inputs December 31, (Level 1) (Level 2) (Level 3) 2022 (In thousands) Long-term obligations (a) $ 873,675 $ 1,185,000 $ — $ 2,058,675 (a) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $ 12.0 million and long-term debt, net, of $ 2.099 billion as of December 31, 2022 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Legal Proceedings Sesame Workshop Arbitration On February 4, 2022, Sesame Workshop delivered notice asserting that the Company failed to pay an additional royalty payment for 2021 under its licensing agreement with the Company (the “Licensing Agreement”). The Company had previously accrued for the additional amount claimed in other accrued liabilities in the accompanying unaudited condensed consolidated balance sheet as of December 31, 2022. On June 27, 2022, pursuant to the License Agreement, Sesame Workshop initiated arbitration seeking a finding that its calculation of the amount of the 2021 royalty payment was correct. Sesame Workshop did not seek any modification or termination of the Licensing Agreement in the arbitration. The arbitration panel made an award on May 22, 2023 to Sesame Workshop for royalties, interest on the award, arbitration fees and expenses, which amounts are accrued for in other accrued liabilities in the accompanying unaudited condensed consolidated balance sheet as of September 30, 2023, however, the Company is challenging the decision of the arbitration panel. On August 7, 2023, Sesame Workshop filed a Petition to Confirm Arbitration Award, and in response, the Company filed a Cross Motion to Vacate. At this time, the Company does not anticipate any exposure to loss in excess of amounts accrued to be material. Other Lawsuits In October 2018, the Company received a demand letter from attorneys representing certain former employees who claim that the terms of their respective separation agreements entitle them to certain favorable modifications made to certain performance-vesting restricted shares (the “Tranche 3 Shares”) issued under the Company’s 2013 Omnibus Incentive Plan (the “Plan”). In November 2020, the Company filed in the Court of Chancery of the State of Delaware an action for declaratory judgment seeking a determination that the threatened claims of the former employees are time-barred and without merit. In response, the defendant former employees filed a motion to dismiss or in the alternative to stay and compel arbitration. After an arbitration process agreed to by the parties determined that the claims were not subject to arbitration. On August 10, 2022, the defendant former employees filed answers, affirmative defenses and counterclaims. On October 10, 2022, the Company filed motions for judgment on the pleadings and to dismiss the counterclaims. The defendant former employees opposed the motions and oral arguments for the parties’ motions and counterclaims were held before the Court of Chancery, on March 29, 2023. On May 26, 2023, the Court of Chancery granted the Company’s motion for judgment on the pleadings and dismissed with prejudice the defendant former employees’ counterclaims. The defendant former employees filed a notice of appeal on June 21, 2023. In terms of potential exposure, the value of the total shares at issue for these certain former employees depends largely upon the Company’s current share price, which fluctuates daily. Approximately 300,000 shares are at issue. The Company believes that the former employees’ claims are without merit and intends to defend vigorously its positions. While there can be no assurance regarding the ultimate outcome of this matter, the Company believes that any potential loss would not be material. On July 27, 2022, a purported class action was filed in the United States District Court for the Eastern District of Pennsylvania against the Company captioned Quinton Burns individually and Next Friend of K.B., a minor v. SeaWorld Parks & Entertainment, Inc. and SeaWorld Parks & Entertainment LLC, Civil Case No. 2:22-cv-09941. The complaint states the putative class consists of Quinton Burns and K.B. Burns and similarly situated Black people. Plaintiffs then filed an amended complaint adding an additional seven adult and seven minor class representative plaintiffs in which they allege the class consists of themselves and similarly situated minority persons and also disclosed an additional 89 families and 125 children represented by Plaintiffs’ counsel who are allegedly members of the purported class (the "First Amended Complaint"). The First Amended Complaint alleges the Company engaged in disparate treatment of class members based on their race and in so doing violated the Civil Rights Act of 1866 and Pennsylvania common law. The First Amended Complaint seeks compensatory and punitive damages and attorneys’ fees and costs as well declarative and injunctive relief. The Company filed a motion to dismiss all counts and a motion to strike certification of the class. The Court granted the motion to dismiss with prejudice as to the negligent training and hiring claims, without prejudice as to the negligent supervising claim, and denied the motion as to the 42 USC 1981 and negligence per se claims. Regarding the motion to strike class certification, the Court denied the motion on the grounds it is premature. The Company intends to refile the motion to strike class certification if and when the Plaintiffs file a motion to certify the class. The Company believes that the lawsuit is without merit and intends to defend it vigorously. While there can be no assurance regarding the ultimate outcome of the litigation, the Company believes a potential loss, if any, would not be material. Other Matters The Company is a party to various other claims and legal proceedings arising in the normal course of business. In addition, from time to time the Company is subject to audits, inspections and investigations by, or receives requests for information from, various federal and state regulatory agencies, including, but not limited to, the U.S. Department of Agriculture’s Animal and Plant Health Inspection Service (“APHIS”), the U.S. Department of Labor’s Occupational Safety and Health Administration (“OSHA”), the California Occupational Safety and Health Administration (“Cal-OSHA”), the Florida Fish & Wildlife Commission (“FWC”), the Equal Employment Opportunity Commission (“EEOC”), the Internal Revenue Service (“IRS”) the U.S. Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”). In addition to the matters discussed above, from time to time, various parties also bring other lawsuits against the Company. Matters where an unfavorable outcome to the Company is probable and which can be reasonably estimated are accrued. Such accruals, which are not material for any period presented, are based on information known about the matters, the Company’s estimate of the outcomes of such matters, and the Company’s experience in contesting, litigating and settling similar matters. Matters that are considered reasonably possible to result in a material loss are not accrued for, but an estimate of the possible loss or range of loss is disclosed, if such amount or range can be determined. At this time, management does not expect any such known claims, legal proceedings or regulatory matters to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. License Commitments Pursuant to the License Agreement with Sesame Workshop, the Company pays a specified annual license fee, as well as a specified royalty based on revenues earned in connection with sales of licensed products, all food and beverage items utilizing the licensed elements and any events utilizing such elements if a separate fee is paid for such event. The Company’s principal commitments pursuant to the License Agreement include, among other items, the opening of a second standalone park (“Standalone Park”) (the Company opened the Standalone Park in San Diego on March 26, 2022) and minimum annual capital and marketing thresholds. After the opening of the second Standalone Park (counting the existing Sesame Place Standalone Park in Langhorne, Pennsylvania), SEA has the option to build additional Standalone Parks in the Sesame Territory within agreed upon timelines. The License Agreement has an initial term through December 31, 2031, with an automatic additional 15-year extension plus a five-year option added to the term of the License Agreement from December 31st of the year of each new Standalone Park opening. As of September 30, 2023, the Company estimates the combined remaining liabilities and obligations for the License Agreement commitments could be up to approximately $ 25.0 million over the remaining term of the agreement. See further discussion concerning royalty payments for the year 2021 in the "Sesame Workshop Arbitration" section above. Anheuser-Busch, Incorporated ("ABI") has granted the Company a perpetual, exclusive, worldwide, royalty-free license to use the Busch Gardens trademark and certain related domain names in connection with the operation, marketing, promotion and advertising of certain of the Company’s theme parks, as well as in connection with the production, use, distribution and sale of merchandise sold in connection with such theme parks. Under the license, the Company is required to indemnify ABI against losses related to the use of the marks. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 9. EQUITY-BASED COMPENSATION In accordance with ASC 718, Compensation-Stock Compensation , the Company measures the cost of employee services rendered in exchange for share-based compensation based upon the grant date fair market value. The cost is recognized over the requisite service period, which is generally the vesting period unless service or performance conditions require otherwise. The Company recognizes the impact of forfeitures as they occur. Equity compensation expense is included in operating expenses and in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands) Equity compensation expense included in operating expenses $ 671 $ 961 $ 1,215 $ 3,615 Equity compensation expense included in selling, general and administrative expenses 3,931 3,483 11,594 10,360 Total equity compensation expense $ 4,602 $ 4,444 $ 12,809 $ 13,975 Omnibus Incentive Plan The Company has reserved 15.0 million shares of common stock for issuance under its Omnibus Incentive Plan (the “Omnibus Incentive Plan”), of which approximately 6.9 million shares are available for future issuance as of September 30, 2023. Bonus Performance Restricted Units During the nine months ended September 30, 2023, the Company granted approximately 140,000 performance-vesting restricted units (the “Bonus Performance Restricted Units”) in accordance with its annual bonus plan for 2023 (the “2023 Bonus Plan”). The 2023 Bonus Plan provides for bonus awards payable 50 % in cash and 50 % in performance-vesting restricted units (the “Bonus Performance Restricted Units”) and is based upon the Company’s achievement of specified performance goals, as defined by the 2023 Bonus Plan, with respect to the year ended December 31, 2023 (“Fiscal 2023”). The total number of units eligible to vest into shares of stock is based on the level of achievement of the targets for Fiscal 2023 which ranges from 0 % (if below threshold performance), to 100 % (if at target performance) with opportunities to earn above 100% when achievement is above the target performance for certain metrics. The Company had an annual bonus plan for the fiscal year ended December 31, 2022 (“Fiscal 2022”), under which certain employees were eligible to vest in Bonus Performance Restricted Units based upon the Company’s achievement of certain performance goals with respect to Fiscal 2022. Based on the Company’s actual Fiscal 2022 results, a portion of these Bonus Performance Restricted Units vested and were converted into approximately 20,000 shares in the nine months ended September 30, 2023 and the remaining unvested units forfeited in accordance with their terms. Long-term Incentive Performance Restricted Awards During the nine months ended September 30, 2023, the Company granted long-term incentive plan awards for 2023 (the “2023 Long-Term Incentive Grant”) which were comprised of approximately 65,000 nonqualified stock options (the “Long-Term Incentive Options”) and approximately 260,000 performance-vesting restricted units (the “Long-Term Incentive Performance Restricted Units”) (collectively, the “Long-Term Incentive Awards”). Long-Term Incentive Options The Long-Term Incentive Options vest over three years , with one-third vesting on each anniversary of the date of grant , subject to continued employment through the applicable vesting date. Equity compensation expense for these options is recognized for each tranche over the vesting period using the straight-line method. Upon stock option exercises, authorized but unissued shares will be issued by the Company. Long-Term Incentive Performance Restricted Units The Long-Term Incentive Performance Restricted Units are eligible to vest during the three-year performance period beginning on January 1, 2023 and ending on December 31, 2025 (or, extended through December 31, 2026, as applicable) (the “Performance Period”) based upon the Company’s achievement of specified performance goals during the Performance Period. The total number of Long-Term Incentive Performance Restricted Units eligible to vest will be based on the level of achievement of the performance goals and ranges from 0 % (if below threshold performance) up to 150 % (for maximum performance). Upon achievement of at least the threshold performance goals, 50% of the award for a given level of performance will vest, with the remaining 50% subject to a one-year performance test period. Performance for the test period must meet or exceed the prior year’s performance before up to the remaining 50 % of the units can be earned. Other During the nine months ended September 30, 2023, a portion of the previously granted long-term incentive performance restricted units under the 2019 Long-Term Incentive Plan vested based on the Company’s actual Fiscal 2022 results. The remainder of the 2019 Long-Term Incentive Plan awards are eligible to vest in 2024. The Company recognizes equity compensation expense for its performance-vesting restricted awards ratably over the related performance period, if the performance condition is probable of being achieved. If the probability of vesting changes for performance-vesting restricted awards in a subsequent period, all equity compensation expense related to those awards that would have been recorded, if any, over the requisite service period had the new percentage been applied from inception, will be recorded as a cumulative catch-up or reduction at such subsequent date. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Deficit | 10. STOCKHOLDERS’ DEFICIT As of September 30, 2023 , 96,634,322 shares of common stock were issued in the accompanying unaudited condensed consolidated balance sheet, which includes 32,690,289 shares of treasury stock held by the Company (see Share Repurchase Programs discussion which follows) but excludes 1,503,544 unvested restricted stock awards held by certain participants in the Company’s equity compensation plans or members of the Board (see Note 9–Equity-Based Compensation). Share Repurchase Programs The Board had previously authorized a share repurchase program of up to $ 250.0 million of the Company’s common stock (the “Former Share Repurchase Program”). In March 2022, the Board approved a replenishment to the Former Share Repurchase Program of $ 228.2 million, bringing the total amount authorized for future share repurchases back up to $ 250.0 million at that time. Under the Former Share Repurchase Program, during the nine months ended September 30, 2022, the Company repurchased 3,563,086 shares for an aggregate total of approximately $ 250.0 million, leaving no amount remaining under the Former Share Repurchase Program. In May 2022, the Board approved a $ 250.0 million share repurchase program (the “May Share Repurchase Program”). Under the May Share Repurchase Program, during the nine months ended September 30, 2022, the Company repurchased 5,085,752 shares for an aggregate total of approximately $ 250.0 million, leaving no amount remaining under the May Share Repurchase Program. In August 2022, the Board approved a new $ 250.0 million share repurchase program (the “Share Repurchase Program”). Under the Share Repurchase Program, during the year ended December 31, 2022, the Company repurchased 3,774,659 shares for an aggregate total of approximately $ 193.6 million. During the nine months ended September 30, 2023, the Company repurchased 313,750 shares for an aggregate total of approximately $ 17.9 million, leaving approximately $ 38.5 million available as of September 30, 2023. Under the Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The Share Repurchase Program has no time limit and may be suspended or discontinued completely at any time. The number of shares to be purchased and the timing of purchases will be based on the Company’s trading windows and available liquidity, general business and market conditions, and other factors, including legal requirements, share ownership thresholds, debt covenant restrictions, future tax implications and alternative investment opportunities. |
Description of the Business a_2
Description of the Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of the Business | Description of the Business SeaWorld Entertainment, Inc., through its wholly-owned subsidiary, SeaWorld Parks & Entertainment, Inc. (“SEA”) (collectively, the “Company”), owns and operates twelve theme parks within the United States. The Company operates SeaWorld theme parks in Orlando, Florida; San Antonio, Texas; and San Diego, California; and Busch Gardens theme parks in Tampa, Florida and Williamsburg, Virginia. The Company operates water park attractions in Orlando, Florida (Aquatica); San Antonio, Texas (Aquatica); Tampa, Florida (Adventure Island); and Williamsburg, Virginia (Water Country USA). The Company also operates a reservations-only theme park in Orlando, Florida (Discovery Cove) and Sesame Place theme parks in Langhorne, Pennsylvania and Chula Vista, California. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. In the opinion of management, such unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations for the year ending December 31, 2023 or any future period due in part to the seasonal nature of the Company’s operations. Based upon historical results, the Company typically generates its highest revenues in the second and third quarters of each year and incurs a net loss in the first quarter, in part because four of its theme parks were historically only open for a portion of the year. In the year ended December 31, 2022, we opened our Sesame Place San Diego park which has been, and is expected to continue to be, open more operating days than the Aquatica San Diego park it replaced, particularly in the first and fourth quarters of the year. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including SEA. All intercompany accounts have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance reserves, income taxes, revenue recognition and reviews for potential impairment of long-lived assets. Estimates are based on various factors including current and historical trends, as well as other pertinent company and industry data. The Company regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting The Company maintains discrete financial information for each of its twelve theme parks, which is used by the Chief Operating Decision Maker (“CODM”), as a basis for allocating resources and assessing performance. Each theme park has been identified as an operating segment and meets the criteria for aggregation due to similar economic characteristics. In addition, all of the Company’s theme parks provide similar products and services and share similar processes for delivering services. The theme parks have a high degree of similarity in the workforces and target similar consumer groups. Accordingly, based on these economic and operational similarities and the way the CODM monitors and makes decisions affecting the operations, the Company has concluded that its operating segments may be aggregated and that it has one reportable segment. |
Restricted Cash | Restricted Cash Restricted cash is recorded in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets. Restricted cash as of December 31, 2022 consists primarily of advanced funds for which costs had yet to be incurred related to the Company’s international services agreements, as discussed in the “International Agreements” section which follows. September 30, December 31, 2023 2022 (In thousands) Cash and cash equivalents $ 215,226 $ 79,196 Restricted cash, included in prepaid expenses and other current assets — 3,124 Total cash, cash equivalents and restricted cash $ 215,226 $ 82,320 |
Share Repurchase Programs and Treasury Stock | Share Repurchase Programs and Treasury Stock From time to time, the Company’s Board of Directors (the “Board”) may authorize share repurchases of common stock. Shares repurchased under Board authorizations are currently held in treasury for general corporate purposes. The Company accounts for treasury stock on the trade date under the cost method. Treasury stock at September 30, 2023 and December 31, 2022 is reflected within stockholders’ deficit. See further discussion of the Company’s share repurchase programs in Note 10–Stockholders’ Deficit. |
Revenue Recognition | Revenue Recognition Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products. For single-day tickets, the Company recognizes revenue at a point in time, upon admission to the park. Annual passes, season passes, or other multi-day or multi-park passes allow guests access to specific parks over a specified time period. For these pass and multi-use products, revenue is deferred and recognized over the terms of the admission product based on estimated redemption rates for similar products and is adjusted periodically. The Company estimates redemption rates using historical and forecasted attendance trends by park for similar products. Attendance trends factor in seasonality and are adjusted based on actual trends periodically. These estimated redemption rates impact the timing of when revenue is recognized on these products. Actual results could materially differ from these estimates based on actual attendance patterns. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For pass products purchased on an installment plan that have met their initial commitment period and have transitioned to a month-to-month basis, monthly charges are recognized as revenue as payments are received each month. For certain multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park. Food, merchandise and other revenue primarily consists of food and beverage, retail, merchandise, parking, other in-park products and service fees, and other miscellaneous revenue, including online transaction fees and revenue from the Company’s international agreements, not necessarily generated in our parks, which is not significant in the periods presented. The Company recognizes revenue for food and beverage, merchandise and other in-park products when the related products or services are received by the guests. Deferred revenue primarily includes revenue associated with pass products, admission or in-park products or services with a future intended use date and contract liability balances related to licensing and international agreements collected in advance of the Company satisfying its performance obligations and is expected to be recognized in future periods. At September 30, 2023 and December 31, 2022, the long-term portion of deferred revenue included in other liabilities in the accompanying unaudited condensed consolidated balance sheets primarily relates to the Company’s international agreements, as discussed in the following section. The following table reflects the Company’s deferred revenue balance as of September 30, 2023 and December 31, 2022: September 30, December 31, 2023 2022 (In thousands) Deferred revenue, including long-term portion $ 177,025 $ 183,772 Less: Deferred revenue, long-term portion, included in other liabilities 15,943 14,237 Deferred revenue, short-term portion $ 161,082 $ 169,535 The Company estimates approximately $ 164.2 million of the deferred revenue, short term portion, balance outstanding as of December 31, 2022 was recognized as revenue during the nine months ended September 30, 2023. For certain admission products, the Company estimated timing of redemption using average historical redemption rates. International Agreements The Company has previously received $ 10.0 million in deferred revenue which is recorded in other liabilities related to a nonrefundable payment received from a partner in connection with a project in the Middle East to provide certain services pertaining to the planning and design of SeaWorld Abu Dhabi, a marine life theme park on Yas Island which opened in May 2023 (the “Middle East Project”), with funding received expected to offset internal expenses. The Company also received additional funds, some of which were advanced, from its partner related to agreed-upon services and reimbursements of costs incurred by the Company on behalf of the Middle East Project (the “Middle East Services Agreements”). Revenue and expenses associated with the Middle East Project began to be recognized when substantially all the services were complete which occurred when SeaWorld Abu Dhabi opened. Revenue and expenses associated with the Middle East Services Agreements will be recognized upon completion of the respective performance obligations. As a result of the Middle East Project, approximately $ 0.6 million and $ 0.5 million of costs incurred by the Company are recorded in prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022, respectively, and approximately $ 12.1 million and $ 11.2 million of other related costs incurred are recorded in other assets in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively. Separately, deferred revenue of approximately $ 0.8 million and $ 0.6 million is recorded in deferred revenue as of September 30, 2023 and December 31, 2022, respectively, and approximately $ 14.4 million and $ 14.2 million of long-term deferred revenue is recorded in other liabilities in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively, related to the Middle East Project, which includes the $ 10.0 million nonrefundable payment previously discussed for each period. As a result of the Middle East Services Agreements, approximately $ 2.0 million of costs incurred by the Company are recorded in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets as of December 31, 2022. Separately, deferred revenue of approximately $ 5.1 million is recorded in deferred revenue in the accompanying unaudited condensed consolidated balance sheets as of December 31, 2022. |
Recently Issued Accounting Pronouncements | The Company reviews new accounting pronouncements as they are issued or proposed by the Financial Accounting Standards Board (“FASB”). There are no recent accounting pronouncements or recently implemented accounting standards that are expected to have a material impact on the Company’s unaudited condensed consolidated financial statements or disclosures. |
Description of the Business a_3
Description of the Business and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule Of Cash Cash Equivalents And Restricted Cash | Restricted cash is recorded in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets. Restricted cash as of December 31, 2022 consists primarily of advanced funds for which costs had yet to be incurred related to the Company’s international services agreements, as discussed in the “International Agreements” section which follows. September 30, December 31, 2023 2022 (In thousands) Cash and cash equivalents $ 215,226 $ 79,196 Restricted cash, included in prepaid expenses and other current assets — 3,124 Total cash, cash equivalents and restricted cash $ 215,226 $ 82,320 |
Deferred Revenue Balances | The following table reflects the Company’s deferred revenue balance as of September 30, 2023 and December 31, 2022: September 30, December 31, 2023 2022 (In thousands) Deferred revenue, including long-term portion $ 177,025 $ 183,772 Less: Deferred revenue, long-term portion, included in other liabilities 15,943 14,237 Deferred revenue, short-term portion $ 161,082 $ 169,535 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Share | Earnings per share is computed as follows: For the Three Months Ended September 30, 2023 2022 Net Shares Per Net Shares Per (In thousands, except per share amounts) Basic earnings per share $ 123,555 63,954 $ 1.93 $ 134,557 67,176 $ 2.00 Effect of dilutive incentive-based awards 365 393 Diluted earnings per share $ 123,555 64,319 $ 1.92 $ 134,557 67,569 $ 1.99 For the Nine Months Ended September 30, 2023 2022 Net Shares Per Net Shares Per (In thousands, except per share amounts) Basic earnings per share $ 194,143 63,955 $ 3.04 $ 242,180 71,450 $ 3.39 Effect of dilutive incentive-based awards 470 680 Diluted earnings per share $ 194,143 64,425 $ 3.01 $ 242,180 72,130 $ 3.36 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities at September 30, 2023 and December 31, 2022, consisted of the following: September 30, December 31, 2023 2022 (In thousands) Accrued interest $ 13,663 $ 18,483 Accrued taxes 12,893 3,284 Self-insurance reserve 10,537 8,608 Other 21,799 16,539 Total other accrued liabilities $ 58,892 $ 46,914 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt, Net | Long-term debt, net, as of September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, 2023 2022 (In thousands) Term B Loans (effective interest rate of 8.43 % and 7.44 % at September 30, 2023 and December 31, 2022, respectively) $ 1,176,000 $ 1,185,000 Senior Notes due 2029 (interest rate of 5.25 %) 725,000 725,000 First-Priority Senior Secured Notes due 2025 (interest rate of 8.75 %) 227,500 227,500 Total long-term debt 2,128,500 2,137,500 Less: unamortized discounts and debt issuance costs ( 21,833 ) ( 26,441 ) Less: current maturities ( 12,000 ) ( 12,000 ) Total long-term debt, net $ 2,094,667 $ 2,099,059 |
Summary of Long-Term Debt Repayable | Long-term debt at September 30, 2023 is repayable as follows and does not include the impact of any future voluntary prepayments: Years Ending December 31: (In thousands) Remainder of 2023 $ 3,000 2024 12,000 2025 239,500 2026 12,000 2027 12,000 Thereafter 1,850,000 Total $ 2,128,500 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Estimated Fair Value Measurements and Related Classifications for Liabilities Measured on a Recurring Basis | The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of September 30, 2023. Quoted Prices in Active Markets Significant for Identical Other Significant Assets and Observable Unobservable Balance at Liabilities Inputs Inputs September 30, (Level 1) (Level 2) (Level 3) 2023 (In thousands) Long-term obligations (a) $ 867,184 $ 1,176,000 $ — $ 2,043,184 (a) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $ 12.0 million and long-term debt, net, of $ 2.095 billion as of September 30, 2023. The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of December 31, 2022: Quoted Prices in Active Markets Significant for Identical Other Significant Assets and Observable Unobservable Balance at Liabilities Inputs Inputs December 31, (Level 1) (Level 2) (Level 3) 2022 (In thousands) Long-term obligations (a) $ 873,675 $ 1,185,000 $ — $ 2,058,675 (a) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $ 12.0 million and long-term debt, net, of $ 2.099 billion as of December 31, 2022 . |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Equity Compensation Expense | Equity compensation expense is included in operating expenses and in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands) Equity compensation expense included in operating expenses $ 671 $ 961 $ 1,215 $ 3,615 Equity compensation expense included in selling, general and administrative expenses 3,931 3,483 11,594 10,360 Total equity compensation expense $ 4,602 $ 4,444 $ 12,809 $ 13,975 |
Description of the Business a_4
Description of the Business and Basis of Presentation - Additional Information (Detail) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) Business Segment | Dec. 31, 2022 USD ($) | |
Business Description And Basis Of Presentation [Line Items] | ||
Number of theme parks owned and operated | Business | 12 | |
Number of reportable segment | Segment | 1 | |
Deferred revenue recognized | $ 164,200 | |
Long-term deferred revenue | 15,943 | $ 14,237 |
Middle East Project [Member] | ||
Business Description And Basis Of Presentation [Line Items] | ||
Deferred costs incurred under Middle East Project | 12,100 | 11,200 |
Deferred revenue | 800 | 600 |
Middle East Project [Member] | Middle East Services Agreements [Member] | ||
Business Description And Basis Of Presentation [Line Items] | ||
Deferred revenue | 5,100 | |
Middle East Project [Member] | Other Liabilities [Member] | ||
Business Description And Basis Of Presentation [Line Items] | ||
Long-term deferred revenue | 10,000 | 10,000 |
Deferred revenue, long-term | 14,400 | 14,200 |
Middle East Project [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Business Description And Basis Of Presentation [Line Items] | ||
Deferred costs incurred under Middle East Project | $ 600 | 500 |
Middle East Project [Member] | Prepaid Expenses and Other Current Assets [Member] | Middle East Services Agreements [Member] | ||
Business Description And Basis Of Presentation [Line Items] | ||
Deferred costs incurred under Middle East Project | $ 2,000 |
Description of the Business a_5
Description of the Business and Basis of Presentation - Summary of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 215,226 | $ 79,196 | ||
Restricted cash, included in prepaid expenses and other current assets | $ 3,124 | |||
Restricted cash, current, asset, statement of financial position [extensible list] | Prepaid expenses and other current assets | Prepaid expenses and other current assets | ||
Total cash, cash equivalents and restricted cash | $ 215,226 | $ 82,320 | $ 115,492 | $ 444,486 |
Description of the Business a_6
Description of the Business and Basis of Presentation - Deferred Revenue Balances (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Revenue Disclosure [Abstract] | ||
Deferred revenue, including long-term portion | $ 177,025 | $ 183,772 |
Less: Deferred revenue, long-term portion, included in other liabilities | 15,943 | 14,237 |
Deferred revenue, short-term portion | $ 161,082 | $ 169,535 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Basic earnings per share | $ 123,555 | $ 134,557 | $ 194,143 | $ 242,180 |
Diluted earnings per share | $ 123,555 | $ 134,557 | $ 194,143 | $ 242,180 |
Basic earnings, shares | 63,954 | 67,176 | 63,955 | 71,450 |
Effect of dilutive incentive-based awards, shares | 365 | 393 | 470 | 680 |
Diluted earnings, shares | 64,319 | 67,569 | 64,425 | 72,130 |
earnings per share, basic | $ 1.93 | $ 2 | $ 3.04 | $ 3.39 |
earnings per share, diluted | $ 1.92 | $ 1.99 | $ 3.01 | $ 3.36 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from the computation of diluted earnings per share | 491,000 | 328,000 | 424,000 | 246,000 |
Performance-vesting Restricted Stock Awards [Member] | ||||
Earnings Per Share [Line Items] | ||||
Contingently issuable shares excluded from the calculation of diluted loss per share | 912,000 | 1,015,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Line Items] | |||||
Effective tax rate | 25.70% | 28.10% | 25.30% | 25% | |
Income tax rate at federal statutory rates | 21% | 21% | 21% | 21% | |
Percentage of corporate alternative minimum tax | 15% | 15% | |||
Percentage of excise tax on stock repurchases | 1% | 1% | |||
State Tax Credit Carry Forwards [Member] | |||||
Income Tax Disclosure [Line Items] | |||||
Deferred tax assets, valuation allowance | $ 4.8 | $ 4.8 | $ 4.6 |
Other Accrued Liabilities - Sch
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 13,663 | $ 18,483 |
Accrued taxes | 12,893 | 3,284 |
Self-insurance reserve | 10,537 | 8,608 |
Other | 21,799 | 16,539 |
Total other accrued liabilities | $ 58,892 | $ 46,914 |
Other Accrued Liabilities - Add
Other Accrued Liabilities - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Certain legal matters, contractual obligations and respective assessments from temporary COVID-19 park closures | $ 15.1 | $ 10.9 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 2,128,500 | $ 2,137,500 |
Less: unamortized discounts and debt issuance costs | (21,833) | (26,441) |
Less: current maturities | (12,000) | (12,000) |
Total long-term debt, net | 2,094,667 | 2,099,059 |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 725,000 | 725,000 |
Term B Loans [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,176,000 | 1,185,000 |
First-Priority Senior Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 227,500 | $ 227,500 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long-Term Debt, Net (Parenthetical) (Detail) | Sep. 30, 2023 | Dec. 31, 2022 | Aug. 25, 2021 |
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate percentage | 5.25% | 5.25% | 5.25% |
Term B Loans [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate effective percentage | 8.43% | 7.44% | |
First-Priority Senior Secured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument interest rate percentage | 8.75% | 8.75% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||||||
Jun. 12, 2023 | Jun. 09, 2022 | Aug. 25, 2021 | Apr. 30, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 01, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||||
Outstanding letters of credit | $ 18,400 | |||||||
Aggregate principal amount outstanding | $ 2,128,500 | $ 2,137,500 | ||||||
Debt Instrument Redemption Period One [Member] | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit spread adjustment rate | 0.11448% | |||||||
Debt Instrument, Redemption, Period Two | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit spread adjustment rate | 0.26161% | |||||||
Debt Instrument, Redemption, Period Three | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit spread adjustment rate | 0.42826% | |||||||
Senior Secured Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument Redemption Description | In addition, the Senior Secured Credit Facilities require the Company to prepay outstanding term loan borrowings, subject to certain exceptions, with:-50% (which percentage will be reduced to 25% and 0% if the Company satisfies certain net first lien leverage ratios) of annual excess cash flow, as defined under the Senior Secured Credit Facilities;-100% (which percentage will be reduced to 50% and 0% if the Company satisfies certain net first lien leverage ratios) of the net cash proceeds of all non-ordinary course asset sales or other non-ordinary course dispositions of property, in each case subject to certain exceptions and reinvestment rights;-100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the Senior Secured Credit Facilities. | |||||||
Letter of credit participation fees | 0.125% | |||||||
Cash paid for interest | $ 113,700 | $ 82,400 | ||||||
Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, maturity date | Aug. 15, 2029 | |||||||
Senior debt | $ 725,000 | |||||||
Debt instrument interest rate percentage | 5.25% | 5.25% | 5.25% | |||||
Debt Instrument Redemption Description | On or after August 15, 2024, SEA may redeem the Senior Notes, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on August 15 of the years as follows: (i) in 2024 at 102.625%; (ii) in 2025 at 101.313%; and (iii) in 2026 and thereafter at 100%. In addition, prior to August 15, 2024, SEA may redeem the Senior Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus the “Applicable Premium” and accrued and unpaid interest, if any, to, but excluding, the redemption date. Notwithstanding the foregoing, subject to the provisions set forth in the Indenture, at any time and from time to time on or prior to August 15, 2024, SEA may redeem in the aggregate up to 40% of the original aggregate principal amount of the Senior Notes (calculated after giving effect to any issuance of additional Senior Notes) in an aggregate amount equal to the net cash proceeds of one or more equity offerings at a redemption price equal to 105.250%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Additionally, upon the occurrence of specified change of control events, each holder will have the right to require SEA to repurchase all or any part of such holder’s notes at a purchase price in cash equal to 101%. | |||||||
Interest accrue on senior notes | 5.25% | |||||||
Redemption percentage | 100% | |||||||
Aggregate principal amount outstanding | $ 725,000 | $ 725,000 | ||||||
Initial aggregate principal amount, allowable redeemable percentage | 40% | |||||||
Equity offerings at redemption price | 105.25% | |||||||
Percentage Of notes redeemable after change of control | 101% | |||||||
Senior Notes [Member] | Debt Instrument Redemption Period One [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption percentage | 102.625% | |||||||
Senior Notes [Member] | Debt Instrument, Redemption, Period Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption percentage | 101.313% | |||||||
Senior Notes [Member] | Debt Instrument, Redemption, Period Three | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption percentage | 100% | |||||||
First-Priority Senior Secured Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, maturity date | May 01, 2025 | |||||||
Debt instrument interest rate percentage | 8.75% | |||||||
Debt Instrument Redemption Description | SEA may redeem the First-Priority Senior Secured Notes at its option, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on May 1 of the years as follows: (i) in 2022 at 104.375%; (ii) in 2023 at 102.188%; and (iii) in 2024 and thereafter at 100%. SEA may also redeem in the aggregate (at a redemption price expressed as a percentage of principal amount thereof): (i) 100% of the First-Priority Senior Secured Notes after certain events constituting a change of control at a redemption price of 101%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date and (ii) up to 40% of the original aggregate principal amount of the First-Priority Senior Secured Notes with amounts equal to the net cash proceeds of certain equity offerings at a redemption price of 108.750%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. | |||||||
Aggregate principal amount outstanding | $ 227,500 | |||||||
Percentage of interest in subsidiary | 100% | |||||||
First-Priority Senior Secured Notes [Member] | Debt Instrument Redemption Period One [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption percentage | 104.375% | |||||||
First-Priority Senior Secured Notes [Member] | Debt Instrument, Redemption, Period Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption percentage | 102.188% | |||||||
First-Priority Senior Secured Notes [Member] | Debt Instrument, Redemption, Period Three | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption percentage | 100% | |||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Incremental amendment to revolving facility commitments | $ 5,000 | |||||||
Long term debt, outstanding amount | $ 371,600 | |||||||
Revolving Credit Facility [Member] | Senior Secured Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, maturity date | Aug. 25, 2026 | |||||||
Aggregate principal amount | $ 390,000 | $ 385,000 | ||||||
Commitment fee payable by the company | 0.50% | |||||||
Restrictive Covenants [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total net leverage ratio not to be exceeded | 425% | |||||||
Restrictive Covenants [Member] | Debt Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total net leverage ratio, as calculated | 256% | |||||||
Maximum [Member] | Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility agreement maximum required first lien secured leverage ratio | 625% | |||||||
Excludable letters of credit under maximum required first lien secured leverage ratio | $ 30,000 | |||||||
Minimum [Member] | Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility agreement maximum required first lien secured leverage ratio | 100% | |||||||
Minimum percentage of funded loan and letters of credit for covenant to apply | 35% | |||||||
Restatement Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured financing | 1,585,000 | |||||||
Term B Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount drawn | $ 1,200,000 | |||||||
Debt instrument, maturity date | Aug. 25, 2028 | |||||||
Aggregate principal amount outstanding | $ 1,176,000 | $ 1,185,000 | ||||||
Term B Loans [Member] | Senior Secured Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument Redemption Description | Borrowings under the Term B Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) a base rate equal to the higher of (a) the federal funds rate plus 1/2 of 1%, (b) the rate of interest quoted in the print edition of the Wall Street Journal Money Rates Section as the prime rate as in effect from time to time and (c) one-month Adjusted Term SOFR plus 1% per annum (provided that in no event shall such ABR rate with respect to the Term B Loans be less than 1.50% per annum) (“ABR”), in each case, plus an applicable margin of 2.00% or (ii) an Adjusted Term SOFR rate for the applicable interest period (provided that in no event shall such Adjusted Term SOFR rate with respect to the Term B Loans be less than 0.50% per annum) plus an applicable margin of 3.00%. | |||||||
Amortization Payments of Term Loan | 0.25% | |||||||
Revolving Loans [Member] | Senior Secured Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument Redemption Description | Borrowings under the Revolving Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) ABR (provided that in no event shall such ABR rate with respect to the Revolving Loans be less than 1.00% per annum) plus an applicable margin equal to 1.75% or (ii) Adjusted Term SOFR (provided that in no event shall such Adjusted Term SOFR rate with respect to the Revolving Loans be less than 0.00%) plus an applicable margin of 2.75%. The applicable margin for borrowings of Revolving Loans are subject to one 25 basis point step-down upon achievement by the Company of certain corporate credit ratings. | |||||||
Redemption Price One [Member] | First-Priority Senior Secured Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption percentage | 101% | |||||||
Redemption Price Two [Member] | First-Priority Senior Secured Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption percentage | 108.75% |
Long-Term Debt - Summary of L_3
Long-Term Debt - Summary of Long-Term Debt Repayable (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Maturities of Long-Term Debt [Abstract] | ||
Remainder of 2023 | $ 3,000 | |
2024 | 12,000 | |
2025 | 239,500 | |
2026 | 12,000 | |
2027 | 12,000 | |
Thereafter | 1,850,000 | |
Long-term debt | $ 2,128,500 | $ 2,137,500 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Assets measured at fair value | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Estimated Fair Value Measurements and Related Classifications for Liabilities Measured on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term obligations | $ 2,043,184 | $ 2,058,675 |
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term obligations | 867,184 | 873,675 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term obligations | $ 1,176,000 | $ 1,185,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Estimated Fair Value Measurements and Related Classifications for Liabilities Measured on a Recurring Basis (Parenthetical) (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Current maturities of long-term debt | $ 12,000 | $ 12,000 |
Total long-term debt, net | $ 2,094,667 | $ 2,099,059 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) SharesAtIssue | |
Loss Contingencies [Line Items] | |
Number of shares at issue in legal matter | SharesAtIssue | 300,000 |
License agreement term, description | Pursuant to the License Agreement with Sesame Workshop, the Company pays a specified annual license fee, as well as a specified royalty based on revenues earned in connection with sales of licensed products, all food and beverage items utilizing the licensed elements and any events utilizing such elements if a separate fee is paid for such event. The Company’s principal commitments pursuant to the License Agreement include, among other items, the opening of a second standalone park (“Standalone Park”) (the Company opened the Standalone Park in San Diego on March 26, 2022) and minimum annual capital and marketing thresholds. After the opening of the second Standalone Park (counting the existing Sesame Place Standalone Park in Langhorne, Pennsylvania), SEA has the option to build additional Standalone Parks in the Sesame Territory within agreed upon timelines. The License Agreement has an initial term through December 31, 2031, with an automatic additional 15-year extension plus a five-year option added to the term of the License Agreement from December 31st of the year of each new Standalone Park opening. As of September 30, 2023, the Company estimates the combined remaining liabilities and obligations for the License Agreement commitments could be up to approximately $25.0 million over the remaining term of the agreement. See further discussion concerning royalty payments for the year 2021 in the "Sesame Workshop Arbitration" section above. |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Combined remaining liabilities and obligations for License Agreement commitments | $ | $ 25 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Equity Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity compensation expense | $ 4,602 | $ 4,444 | $ 12,809 | $ 13,975 |
Operating Expense [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity compensation expense | 671 | 961 | 1,215 | 3,615 |
Selling, General and Administrative Expenses [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity compensation expense | $ 3,931 | $ 3,483 | $ 11,594 | $ 10,360 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2023 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of bonus payable by units | 50% |
Bonus Performance Restricted Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance restricted units vested | 20,000 |
Bonus Performance Restricted Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of bonus payable by units | 50% |
Performance-vesting restricted units or Nonqualified stock options granted | 140,000 |
Below Threshold Performance Bonus Restricted Awards [Member] | Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting percentage, per year | 100% |
Below Threshold Performance Bonus Restricted Awards [Member] | Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting percentage, per year | 0% |
Long Term Incentive Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting period | 3 years |
Award vesting terms | one-third vesting on each anniversary of the date of grant |
Long-Term Incentive Performance Restricted Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance-vesting restricted units or Nonqualified stock options granted | 260,000 |
Nonqualified Stock Options Granted [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance-vesting restricted units or Nonqualified stock options granted | 65,000 |
Omnibus Incentive Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 15,000,000 |
Shares available for future issuance | 6,900,000 |
2023 Long-Term Incentive Plan Below Threshold Performance [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting percentage, per year | 0% |
2023 Long-Term Incentive Plan At Threshold Performance [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of units earned | 50% |
2023 Long-Term Incentive Plan Maximum Performance [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting percentage, per year | 150% |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Aug. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders Equity [Line Items] | ||||||||||
Common stock, shares issued | 96,634,322 | 96,287,771 | ||||||||
Treasury stock, shares | 32,690,289 | |||||||||
May Share Repurchase Program [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Share Repurchase Programs, authorized amount | $ 250,000,000 | |||||||||
Stock Repurchase Program, number of shares repurchased | 5,085,752 | |||||||||
Stock repurchases under Share Repurchase Program | $ 250,000,000 | |||||||||
Share Repurchase Program, remaining authorized repurchase amount | $ 0 | |||||||||
Share Repurchase Program [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Share Repurchase Programs, authorized amount | $ 250,000,000 | |||||||||
Stock Repurchase Program, number of shares repurchased | 313,750 | 3,774,659 | ||||||||
Stock repurchases under Share Repurchase Program | $ 17,900,000 | $ 193,600,000 | ||||||||
Share Repurchase Program, remaining authorized repurchase amount | $ 38,500,000 | |||||||||
Former Share Repurchase Program [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Share Repurchase Programs, authorized amount | $ 250,000,000 | |||||||||
Share Repurchase Programs, replenishment of authorized amount | $ 228,200,000 | |||||||||
Stock Repurchase Program, number of shares repurchased | 3,563,086 | |||||||||
Stock repurchases under Share Repurchase Program | $ 250,000,000 | |||||||||
Share Repurchase Program, remaining authorized repurchase amount | $ 0 | |||||||||
Common Stock [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Common stock, shares issued | 96,634,322 | 96,255,843 | 96,287,771 | 96,582,649 | 96,496,784 | 96,212,193 | 95,838,033 | 95,541,992 | ||
Restricted Stock Units [Member] | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Number of unvested shares | 1,503,544 |