Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 02, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SEAS | |
Entity Registrant Name | SeaWorld Entertainment, Inc. | |
Entity Central Index Key | 1,564,902 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 88,658,170 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 41,492 | $ 18,971 |
Accounts receivable, net | 44,531 | 39,538 |
Inventories | 38,664 | 31,213 |
Prepaid expenses and other current assets | 18,900 | 16,360 |
Total current assets | 143,587 | 106,082 |
Property and equipment, at cost | 2,751,939 | 2,748,161 |
Accumulated depreciation | (1,052,907) | (1,029,165) |
Property and equipment, net | 1,699,032 | 1,718,996 |
Goodwill | 335,610 | 335,610 |
Trade names/trademarks, net | 162,360 | 162,726 |
Other intangible assets, net | 20,497 | 21,327 |
Deferred tax assets, net | 35,520 | 23,994 |
Other assets | 20,219 | 19,927 |
Total assets | 2,416,825 | 2,388,662 |
Current liabilities: | ||
Accounts payable | 115,327 | 93,743 |
Current maturities on long-term debt | 91,850 | 31,850 |
Accrued salaries, wages and benefits | 17,354 | 12,330 |
Deferred revenue | 134,200 | 79,818 |
Dividends payable | 21,807 | 430 |
Other accrued expenses | 12,748 | 11,143 |
Total current liabilities | 393,286 | 229,314 |
Long-term debt, net of debt issuance costs of $12,423 and $13,333 as of March 31, 2016 and December 31, 2015, respectively | 1,546,016 | 1,548,893 |
Deferred tax liabilities, net | 18,721 | 65,689 |
Other liabilities | 57,750 | 40,646 |
Total liabilities | $ 2,015,773 | $ 1,884,542 |
Commitments and contingencies (Note 10) | ||
Stockholders’ Equity: | ||
Preferred stock, $0.01 par value—authorized, 100,000,000 shares, no shares issued or outstanding at March 31, 2016 and December 31, 2015 | ||
Common stock, $0.01 par value—authorized, 1,000,000,000 shares; 90,375,377 and 90,320,374 shares issued at March 31, 2016 and December 31, 2015, respectively | $ 904 | $ 903 |
Additional paid-in capital | 632,775 | 624,765 |
Accumulated other comprehensive loss | (22,387) | (13,137) |
(Accumulated deficit) retained earnings | (55,369) | 46,460 |
Treasury stock, at cost (6,519,773 shares at March 31, 2016 and December 31, 2015) | (154,871) | (154,871) |
Total stockholders’ equity | 401,052 | 504,120 |
Total liabilities and stockholders’ equity | $ 2,416,825 | $ 2,388,662 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Debt issuance costs | $ 12,423 | $ 13,333 |
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 | 90,375,377 | 90,320,374 |
Treasury stock, shares | 6,519,773 | 6,519,773 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net revenues: | ||
Admissions | $ 136,926 | $ 136,840 |
Food, merchandise and other | 83,315 | 77,752 |
Total revenues | 220,241 | 214,592 |
Costs and expenses: | ||
Cost of food, merchandise and other revenues | 17,001 | 15,903 |
Operating expenses (exclusive of depreciation and amortization shown separately below and includes equity-based compensation expense of $9,340 and $69 for the three months ended March 31, 2016 and 2015, respectively) | 180,293 | 153,811 |
Selling, general and administrative (includes equity-based compensation expense of $20,250 and $1,784 for the three months ended March 31, 2016 and 2015, respectively) | 67,354 | 51,078 |
Restructuring and other related costs | 112 | 145 |
Depreciation and amortization | 75,048 | 43,854 |
Total costs and expenses | 339,808 | 264,791 |
Operating loss | (119,567) | (50,199) |
Other (income) expense, net | (142) | 261 |
Interest expense | 14,581 | 20,178 |
Loss before income taxes | (134,006) | (70,638) |
Benefit from income taxes | (49,957) | (27,040) |
Net loss | (84,049) | (43,598) |
Other comprehensive loss: | ||
Unrealized loss on derivatives, net of tax | (9,250) | (873) |
Comprehensive loss | $ (93,299) | $ (44,471) |
Loss per share: | ||
Net loss per share, basic | $ (1) | $ (0.51) |
Net loss per share, diluted | $ (1) | $ (0.51) |
Weighted average common shares outstanding: | ||
Basic | 83,824 | 86,097 |
Diluted | 83,824 | 86,097 |
Cash dividends declared per share: | ||
Cash dividends declared per share | $ 0.42 | $ 0.42 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Equity-based compensation expense | $ 29,590 | $ 1,853 |
Operating Expense [Member] | ||
Equity-based compensation expense | 9,340 | 69 |
Selling, General and Administrative Expenses [Member] | ||
Equity-based compensation expense | $ 20,250 | $ 1,784 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | (Accumulated Deficit) Retained Earnings [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Treasury Stock, at Cost [Member] |
Beginning Balance at Dec. 31, 2015 | $ 504,120 | $ 903 | $ 624,765 | $ 46,460 | $ (13,137) | $ (154,871) |
Beginning Balance, shares at Dec. 31, 2015 | 90,320,374 | 90,320,374 | ||||
Equity-based compensation | $ 29,590 | 29,590 | ||||
Unrealized gain (loss) on derivatives, net of tax | (9,250) | (9,250) | ||||
Vesting of restricted shares | $ 1 | (1) | ||||
Vesting of restricted shares, shares | 72,343 | |||||
Shares withheld for tax withholdings | (334) | (334) | ||||
Shares withheld for tax withholdings, shares | (18,701) | |||||
Exercise of stock options | $ 26 | 26 | ||||
Exercise of stock options, shares | 1,361 | 1,361 | ||||
Cash dividends declared to stockholders, net of forfeitures | $ (39,051) | (21,271) | (17,780) | |||
Net loss | (84,049) | (84,049) | ||||
Ending Balance at Mar. 31, 2016 | $ 401,052 | $ 904 | $ 632,775 | $ (55,369) | $ (22,387) | $ (154,871) |
Ending Balance, shares at Mar. 31, 2016 | 90,375,377 | 90,375,377 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / shares | |
Unrealized loss on derivatives, tax benefit | $ (8,537) |
Cash dividends declared per share | $ / shares | $ 0.42 |
Accumulated Other Comprehensive (Loss) Income [Member] | |
Unrealized loss on derivatives, tax benefit | $ (8,537) |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (84,049) | $ (43,598) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 75,048 | 43,854 |
Amortization of debt issuance costs and discounts | 1,335 | 2,328 |
Loss on sale or disposal of assets | 6,502 | 624 |
Loss on derivatives | 1 | 286 |
Deferred income tax benefit | (49,957) | (27,040) |
Equity-based compensation | 29,590 | 1,853 |
Changes in assets and liabilities: | ||
Accounts receivable | (5,443) | (1,892) |
Inventories | (7,451) | (4,743) |
Prepaid expenses and other current assets | (2,884) | (2,213) |
Accounts payable | 8,760 | 9,019 |
Accrued salaries, wages and benefits | 5,024 | (3,348) |
Deferred revenue | 54,271 | 52,401 |
Other accrued expenses | 866 | 10,113 |
Other assets and liabilities | 618 | 38 |
Net cash provided by operating activities | 32,231 | 37,682 |
Cash Flows From Investing Activities: | ||
Capital expenditures | (47,846) | (40,673) |
Change in restricted cash | 344 | (280) |
Net cash used in investing activities | (47,502) | (40,953) |
Cash Flows From Financing Activities: | ||
Repayment of long-term debt | (4,212) | (3,513) |
Proceeds from draw on revolving credit facility | 60,000 | 45,000 |
Repayment of revolving credit facility | (15,000) | |
Dividends paid to stockholders | (17,674) | (18,098) |
Payment of tax withholdings on equity-based compensation through shares withheld | (334) | (5) |
Exercise of stock options | 12 | |
Purchase of treasury stock | (5,650) | |
Net cash provided by financing activities | 37,792 | 2,734 |
Change in Cash and Cash Equivalents | 22,521 | (537) |
Cash and Cash Equivalents—Beginning of period | 18,971 | 43,906 |
Cash and Cash Equivalents—End of period | 41,492 | 43,369 |
Supplemental Disclosures of Noncash Investing and Financing Activities | ||
Capital expenditures in accounts payable | 41,567 | 24,437 |
Dividends declared, but unpaid | $ 21,807 | $ 18,373 |
Description of the Business and
Description of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
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. Prior to its initial public offering in April 2013, the Company was owned by ten limited partnerships (the “Partnerships” or the “selling stockholders”), ultimately owned by affiliates of The Blackstone Group L.P. (“Blackstone”) and certain co-investors. The Company operates SeaWorld theme parks in Orlando, Florida; San Antonio, Texas; and San Diego, California, and Busch Gardens theme parks in Tampa, Florida, and Williamsburg, Virginia. The Company operates water park attractions in Orlando, Florida (Aquatica); San Antonio, Texas (Aquatica); San Diego, California (Aquatica); Tampa, Florida (Adventure Island); and Williamsburg, Virginia (Water Country USA). The Company also operates a reservations-only attraction offering interaction with marine animals in Orlando, Florida (Discovery Cove) and a seasonal park in Langhorne, Pennsylvania (Sesame Place). In March 2016, Aquatica San Antonio was converted into a stand-alone, separate admission park that guests can access through an independent gate without the need to purchase admission to SeaWorld San Antonio. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2015 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, 2015 has been 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, 2016 or any future period due to the seasonal nature of the Company’s operations. Based upon historical results, the Company typically generates its highest revenues in the second and third quarters of each year and incurs a net loss in the first and fourth quarters, in part because seven of its theme parks are only open for a portion of the year. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including SEA. All intercompany accounts have been eliminated in consolidation. Use of Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance, deferred tax assets, deferred revenue, equity compensation and the valuation of goodwill and other indefinite-lived intangible assets. Actual results could differ from those estimates. Reclassifications Certain prior year amounts have been reclassified to conform to the 2016 presentation, in particular, $2,975 previously included in deferred tax assets, net, in the accompanying unaudited condensed consolidated balance sheet as of December 31, 2015 was reclassified to noncurrent deferred tax assets, net, and noncurrent deferred tax liabilities, net, in the amounts of $503 and $2,472, respectively. The reclassification is as a result of the adoption of a new Accounting Standards Update (“ASU”). See Note 2–Recently Issued Accounting Pronouncements for further details. Segment Reporting The Company maintains discrete financial information for each of its twelve theme parks, which is used by the Chief Operating Decision Maker (“CODM”), identified as the Chief Executive Officer, as a basis for allocating resources. Each theme park has been identified as an operating segment and meets the criteria for aggregation due to similar economic characteristics. In addition, all of the theme parks provide similar products and services and share similar processes for delivering services. The theme parks have a high degree of similarity in the workforces and target similar consumer groups. Accordingly, based on these economic and operational similarities and the way the CODM monitors and makes decisions affecting the operations, the Company has concluded that its operating segments may be aggregated and that it has one reportable segment. Property and Equipment—Net Property and equipment are recorded at cost. The cost of ordinary or routine maintenance, repairs, spare parts and minor renewals is expensed as incurred. Development costs associated with new attractions and products are generally capitalized after necessary feasibility studies have been completed and final concept or contracts have been approved. The cost of assets is depreciated using the straight-line method based on the following estimated useful lives: Land improvements 10-40 years Buildings 5-40 years Rides, attractions and equipment 3-20 years Animals 1-50 years Material costs to purchase animals are capitalized and amortized over their estimated lives (1-50 years). Construction in process assets consist primarily of new rides, attractions and infrastructure improvements that have not yet been placed in service. These assets are stated at cost and are not depreciated. Once construction of an asset is completed and placed into service, the asset is reclassified to the appropriate asset class based on its nature and depreciated in accordance with its useful life above. During the first quarter of 2016, the Company made a decision to remove deep-water lifting floors from the orca habitats at each of its three SeaWorld theme parks. As a result, during the three months ended March 31, 2016, the Company recorded approximately $33,700 of accelerated depreciation related to the disposal of these lifting floors, which is included in depreciation and amortization expense in the unaudited condensed consolidated statements of comprehensive loss. During the three months ended March 31, 2016, the Company also recorded approximately $6,400 in asset write-offs associated with its previously disclosed orca habitat expansion (the “Blue World Project”) as the Company made a decision to not move forward with the Blue World Project as originally designed and planned. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Company reviews new accounting pronouncements as they are issued or proposed by the Financial Accounting Standards Board (“FASB”). On March 30, 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. On February 25, 2016, the FASB issued ASU 2016-02, Leases In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) Identifying Performance Obligations and Licensing. |
Loss per Share
Loss per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Loss per Share | 3. LOSS PER SHARE Loss per share is computed as follows (in thousands, except per share data): Three Months Ended March 31, 2016 2015 Net Loss Shares Per Share Amount Net Loss Shares Per Share Amount Basic loss per share $ (84,049 ) 83,824 $ (1.00 ) $ (43,598 ) 86,097 $ (0.51 ) Effect of dilutive incentive-based awards — — Diluted loss per share $ (84,049 ) 83,824 $ (1.00 ) $ (43,598 ) 86,097 $ (0.51 ) In accordance with the Earnings Per Share Diluted loss per share is determined using the treasury stock method based on the dilutive effect of unvested restricted stock and certain shares of common stock that are issuable upon exercise of stock options. The Company’s outstanding performance-vesting restricted share awards are considered contingently issuable shares and are excluded from the calculation of diluted loss per share until the performance measure criteria is met as of the end of the reporting period. There were approximately 5,070,000 and 615,000 potentially dilutive shares of common stock excluded from the computation of diluted loss per share during the three months ended March 31, 2016 and 2015, respectively, as their effect would have been anti-dilutive due to the Company’s net loss in those periods. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 4. INCOME TAXES Income tax expense or benefit is recognized based on the Company’s estimated annual effective tax rate which is based upon the tax rate expected for the full calendar year applied to the pre-tax income or loss of the interim period. The Company’s consolidated effective tax rate for the three months en ded March 31, 2016 was 37.3% and differs from the statutory federal income tax rate primarily due to state income taxes and other permanent items, primarily related to equity-based compensation. The Company’s consolidated effective tax rate for the three months ended March 31, 2015 was 38.3%, and differs from th The Company has determined that there are no positions currently taken that would rise to a level requiring an amount to be recorded or disclosed as an unrecognized tax benefit. If such positions do arise, it is the Company’s intent that any interest or penalty amount related to such positions will be recorded as a component of the income tax (benefit) provision in the applicable period. |
Other Accrued Expenses
Other Accrued Expenses | 3 Months Ended |
Mar. 31, 2016 | |
Payables And Accruals [Abstract] | |
Other Accrued Expenses | 5. OTHER ACCRUED EXPENSES Other accrued expenses at March 31, 2016 and December 31, 2015, consisted of the following: March 31, December 31, 2016 2015 Accrued property taxes $ 3,222 $ 2,250 Accrued interest 550 441 Self-insurance reserve 7,368 6,973 Other 1,608 1,479 Total other accrued expenses $ 12,748 $ 11,143 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 6. LONG-TERM DEBT Long-term debt as of March 31, 2016 and December 31, 2015 consisted of the following: March 31, December 31, 2016 2015 Term B-2 Loans (effective interest rate of 3.26% at March 31, 2016 and December 31, 2015, respectively) $ 1,334,875 $ 1,338,387 Term B-3 Loans (effective interest rate of 4.33% at March 31, 2016 and December 31, 2015) 247,200 247,900 Revolving Credit Facility 75,000 15,000 Total long-term debt 1,657,075 1,601,287 Less discounts (6,786 ) (7,211 ) Less debt issuance costs (12,423 ) (13,333 ) Less current maturities (91,850 ) (31,850 ) Total long-term debt, net $ 1,546,016 $ 1,548,893 SEA is the borrower under the senior secured credit facilities, as amended pursuant to a credit agreement dated as of December 1, 2009 (the “Senior Secured Credit Facilities”). Also on December 1, 2009, SEA issued $400,000 aggregate principal amount of unsecured senior notes due December 1, 2016 (the “Senior Notes”). On March 30, 2015, SEA entered into an incremental term loan amendment, Amendment No. 7 (the “Incremental Amendment”), to its existing Senior Secured Credit Facilities. On April 7, 2015, SEA borrowed $280,000 of additional term loans (the “Term B-3 Loans”) pursuant to the Incremental Amendment. The proceeds, along with cash on hand, were used to redeem all of the $260,000 outstanding principal of the Senior Notes at a redemption price of 105.5% plus accrued and unpaid interest and pay fees, costs and other expenses in connection with the Term B-3 Loans. Debt issuance costs and discounts are amortized to interest expense using the effective interest method over the term of the related debt and are included in long-term debt, net, in the accompanying unaudited condensed consolidated balance sheets. Unamortized debt issuance costs and discounts for the Term B-2 Loans, Term B-3 Loans and senior secured revolving credit facility (the “Revolving Credit Facility”) were $13,845, $3,245 and $2,119, respectively, at March 31, 2016. Unamortized debt issuance costs and discounts for the Term B-2 Loans, Term B-3 Loans and Revolving Credit Facility were $14,713, $3,448 and $2,383, respectively, at December 31, 2015. Senior Secured Credit Facilities As of March 31, 2016, the Senior Secured Credit Facilities consisted of $1,334,875 in Term B-2 Loans and $247,200 in Term B-3 Loans, which will mature on May 14, 2020, along with a $192,500 Revolving Credit Facility, of which $75,000 was outstanding at March 31, 2016 (at an interest rate of 2.89%). The Revolving Credit Facility will mature on the earlier of (a) April 24, 2018 and (b) the 91st day prior to the maturity date of any indebtedness incurred to refinance any of the term loans. The outstanding balance under the Revolving Credit Facility fluctuates each quarter based on working capital needs and is included in current maturities on long-term debt on the accompanying unaudited condensed consolidated balance sheet as of March 31, 2016. The Term B-2 Loans amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the Term B-2 Loans on May 14, 2013, with the balance due on the final maturity date, of May 14, 2020. The Term B-3 Loans amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the Term B-3 Loans on April 7, 2015, with the balance due on the final maturity date of May 14, 2020. SEA may voluntarily repay amounts outstanding under the Senior Secured Credit Facilities at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. SEA is required to prepay the outstanding Term B-2 and Term B-3 loans, subject to certain exceptions, with (i) 50% of SEA’s annual “excess cash flow” (with step-downs to 25% and 0%, as applicable, based upon achievement by SEA of a certain total net leverage ratio), subject to certain exceptions; (ii) 100% of the net cash proceeds of certain non-ordinary course asset sales or other dispositions subject to reinvestment rights and certain exceptions; and (iii) 100% of the net cash proceeds of any incurrence of debt by SEA or any of its restricted subsidiaries, other than debt permitted to be incurred or issued under the Senior Secured Credit Facilities. Notwithstanding any of the foregoing, each lender of term loans has the right to reject its pro rata share of mandatory prepayments described above, in which case SEA may retain the amounts so rejected. The foregoing mandatory prepayments will be applied pro rata to installments of term loans in direct order of maturity. There were no mandatory prepayments during 2016 or 2015 since none of the events indicated above occurred. SEA may also increase and/or add one or more incremental term loan facilities to the Senior Secured Credit Facilities and/or increase commitments under the Revolving Credit Facility in an aggregate principal amount of up to $350,000. SEA may also incur additional incremental term loans provided that, among other things, on a pro forma basis after giving effect to the incurrence of such incremental term loans, the First Lien Secured Leverage Ratio, as defined in the Senior Secured Credit Facilities, is no greater than 3.50 to 1.00. The obligations under the Senior Secured Credit Facilities are fully, unconditionally and irrevocably 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 existing and future material domestic wholly-owned subsidiaries. The Senior Secured Credit Facilities are collateralized by first priority or equivalent security interests, subject to certain exceptions, in (i) all the capital stock of, or other equity interests in, SEA and substantially all of SEA’s direct or indirect material wholly-owned domestic subsidiaries and 65% of the capital stock of, or other equity interests in, any “first tier” foreign subsidiaries and (ii) certain tangible and intangible assets of SEA and the Company. Term B-2 Loans The Term B-2 Loans were initially borrowed in an aggregate principal amount of $1,405,000. Borrowings under the Senior Secured Credit Facilities bear interest, at SEA’s option, at a rate equal to a margin over either (a) a base rate determined by reference to the higher of (1) the rate of interest in effect for such day as publicly announced from time to time by Bank of America, N.A. as its “prime rate” and (2) the federal funds effective rate plus 1/2 of 1% or (b) a LIBOR rate determined by reference to the British Bankers Association (“BBA”) LIBOR rate, or the successor thereto if the BBA is no longer making a LIBOR rate available, for the interest period relevant to such borrowing. The applicable margin for the Term B-2 Loans is 1.25%, in the case of base rate loans, and 2.25%, in the case of LIBOR rate loans, subject to a base rate floor of 1.75% and a LIBOR floor of 0.75%. The applicable margin for the Term B-2 Loans (under either a base rate or LIBOR rate) is subject to one 25 basis point step-down upon achievement by SEA of a total net leverage ratio equal to or less than 3.25 to 1.00. At March 31, 2016, SEA selected the LIBOR rate (interest rate of 3.00% at March 31, 2016). Term B-3 Loans Borrowings of Term B-3 Loans bear interest at a fluctuating rate per annum equal to, at SEA’s option, (a) a base rate equal to the higher of (1) the federal funds rate plus 1/2 of 1% and (2) the rate of interest in effect for such day as publicly announced from time to time by Bank of America, N.A. as its “prime rate” or (b) a LIBOR rate determined by reference to the BBA LIBOR rate, or the successor thereto if the BBA is no longer making a LIBOR rate available, for the interest period relevant to such borrowing. The applicable margin for the Term B-3 Loans is 2.25%, in the case of base rate loans, and 3.25%, in the case of LIBOR rate loans, subject to a base rate floor of 1.75% and a LIBOR floor of 0.75%. At March 31, 2016, SEA selected the LIBOR rate (interest rate of 4.00% at March 31, 2016). Revolving Credit Facility Borrowings of loans under the Revolving Credit Facility bear interest at a fluctuating rate per annum equal to, at SEA’s option, (a) a base rate equal to the higher of (1) the federal funds rate plus 1/2 of 1%, and (2) the rate of interest in effect for such day as publicly announced from time to time by Bank of America, N.A. as its “prime rate” or (b) a LIBOR rate determined by reference to the BBA LIBOR rate, or the successor thereto if the BBA is no longer making a LIBOR rate available, for the interest period relevant to such borrowing. The applicable margin for borrowings under the Revolving Credit Facility is 1.75%, in the case of base rate loans, and 2.75%, in the case of LIBOR rate loans. The applicable margin (under either a base rate or LIBOR rate) is subject to one 25 basis point step-down upon achievement by SEA of certain corporate credit ratings. At March 31, 2016, SEA selected the LIBOR rate and achieved the corporate credit ratings for an applicable LIBOR margin of 2.50%. Subsequent to March 31, 2016, SEA borrowed an additional $10,000 under the Revolving Credit Facility for general working capital purposes. In addition to paying interest on outstanding principal under the Senior Secured Credit Facilities, SEA is required to pay a commitment fee to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder at a rate of 0.50% per annum. SEA is also required to pay customary letter of credit fees. As of March 31, 2016, SEA had approximately $17,200 of outstanding letters of credit and $75,000 outstanding under the Revolving Credit Facility, leaving approximately $100,300 available for borrowing. Restrictive Covenants The Senior Secured Credit Facilities contain a number of customary negative covenants. Such covenants, among other things, restrict, subject to certain exceptions, the ability of SEA and its restricted subsidiaries to incur additional indebtedness; make guarantees; create liens on assets; enter into sale and leaseback transactions; engage in mergers or consolidations; sell assets; make fundamental changes; pay dividends and distributions or repurchase SEA’s capital stock; make investments, loans and advances, including acquisitions; engage in certain transactions with affiliates; make changes in the nature of the business; and make prepayments of junior debt. The Senior Secured Credit Facilities also contain covenants requiring SEA to maintain specified maximum annual capital expenditures, a maximum total net leverage ratio and a minimum interest coverage ratio. All of the net assets of SEA and its consolidated subsidiaries are restricted and there are no unconsolidated subsidiaries of SEA. The Senior Secured Credit Facilities permit restricted payments in an aggregate amount per annum not to exceed the greater of (1) 6% of initial public offering net proceeds received by SEA or (2) (a) $90,000, so long as, on a Pro Forma Basis (as defined in the Senior Secured Credit Facilities) after giving effect to the payment of any such restricted payment, the Total Leverage Ratio, (as defined in the Senior Secured Credit Facilities), is no greater than 5.00 to 1.00 and greater than 4.50 to 1.00, (b) $120,000, so long as, on a Pro Forma Basis after giving effect to the payment of any such restricted payment, the Total Leverage Ratio is no greater than 4.50 to 1.00 and greater than 4.00 to 1.00, (c) the greater of (A) $120,000 and (B) 7.5% of Market Capitalization (as defined in the Senior Secured Credit Facilities), so long as, on a Pro Forma Basis after giving effect to the payment of any such restricted payment, the Total Leverage Ratio is no greater than 4.00 to 1.00 and greater than 3.50 to 1.00 and (d) an unlimited amount, so long as, on a Pro Forma Basis after giving effect to the payment of any such restricted payment, the Total Leverage Ratio is no greater than 3.50 to 1.00. As of March 31, 2016, the Total Leverage Ratio as calculated under the Senior Secured Credit Facilities was 4.50 to 1.00, which results in the Company having a $90,000 capacity for restricted payments in 2016. During the three months ended March 31, 2016, the Company used approximately $39,000 of its available restricted payments capacity leaving an aggregate amount of approximately $51,000 for the remainder of calendar year 2016 to declare dividends or make certain other restricted payments under the Senior Secured Credit Facilities. However, the amount available for dividend declarations, share repurchases and certain other restricted payments under the covenant restrictions in the debt agreements adjusts at the beginning of each quarter, as set forth above. As of March 31, 2016, SEA was in compliance with all covenants contained in the documents governing the Senior Secured Credit Facilities. Interest Rate Swap Agreements As of March 31, 2016, SEA has four traditional interest rate swap agreements (collectively, the “Interest Rate Swap Agreements”). Three of the interest rate swap agreements have a combined notional amount of $1,000,000; mature on September 30, 2016; require the Company to pay a fixed rate of interest between 1.049% and 1.051% per annum; pay swap counterparties a variable rate of interest based upon the greater of 0.75% or the three month BBA LIBOR; and have interest settlement dates occurring on the last day of March, June, September and December through maturity. The fourth traditional interest rate swap was executed in April 2015 to effectively fix the interest rate on $250,000 of the Term B-3 Loans and has a notional amount of $250,000; is scheduled to mature on September 30, 2016; requires the Company to pay a fixed rate of interest of 0.901% per annum; pays swap counterparties a variable rate of interest based upon the greater of 0.75% or the three month BBA LIBOR; and has interest settlement dates occurring on the last day of September, December, March and June through maturity. In June 2015, the Company entered into five forward interest rate swap agreements (“the Forward Swaps”) to effectively fix the interest rate on the three month LIBOR-indexed interest payments associated with $1,000,000 of SEA’s outstanding long-term debt. The Forward Swaps have an effective date of September 30, 2016; have a total notional amount of $1,000,000; mature on May 14, 2020; require the Company to pay a weighted-average fixed rate of 2.45% per annum; pay swap counterparties a variable rate of interest based upon the greater of 0.75% or the three month BBA LIBOR; and have interest settlement dates occurring on the last day of September, December, March and June through maturity. SEA designated the Interest Rate Swap Agreements and the Forward Swaps above as qualifying cash flow hedge accounting relationships as further discussed in Note 7–Derivative Instruments and Hedging Activities that follows. Cash paid for interest relating to the Senior Secured Credit Facilities and the Interest Rate Swap Agreements was $14,091 for the three month period ended March 31, 2016. Cash paid for interest relating to the Senior Secured Credit Facilities, Interest Rate Swap Agreements and then existing Senior Notes was $11,347 for the three month period ended March 31, 2015. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings. The Company does not speculate using derivative instruments. As of March 31, 2016 and December 31, 2015, the Company did not have any derivatives outstanding that were not designated in hedge accounting relationships. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. During the three months ended March 31, 2016 and 2015, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. As of March 31, 2016, the Company had four outstanding Interest Rate Swap Agreements with a combined notional value of $1,250,000 and five Forward Swaps with a combined notional value of $1,000,000 that were designated as cash flow hedges of interest rate risk. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three months ended March 31, 2016 and 2015, a loss of $1 and $286, respectively, related to the ineffective portion was recognized in other (income) expense, net, on the accompanying unaudited condensed consolidated statements of comprehensive loss. Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, the Company estimates that an additional $9,824 will be reclassified as an increase to interest expense. Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the unaudited condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015: Liability Derivatives Liability Derivatives As of March 31, 2016 As of December 31, 2015 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate swaps Other liabilities $ 1,544 Other liabilities $ 1,673 Forward interest rate swaps Other liabilities 35,822 Other liabilities 17,927 Total derivatives designated as hedging instruments $ 37,366 $ 19,600 The unrealized loss on derivatives is recorded net of a tax benefit of $8,537 for the three months ended March 31, 2016, and is included in the unaudited condensed consolidated statement of changes in stockholders’ equity and the unaudited condensed consolidated statements of comprehensive loss. Tabular Disclosure of the Effect of Derivative Instruments on the Statements of Comprehensive Loss The table below presents the pre-tax effect of the Company’s derivative financial instruments on the unaudited condensed consolidated statements of comprehensive loss for the three months ended March 31, 2016 and 2015: Three Months Ended March 31, 2016 2015 Derivatives in Cash Flow Hedging Relationships: Loss related to effective portion of derivatives recognized in accumulated other comprehensive loss $ (18,621 ) $ (2,149 ) Gain related to effective portion of derivatives reclassified from accumulated other comprehensive loss to interest expense $ 834 $ 730 Loss related to ineffective portion of derivatives recognized in other (income) expense, net $ (1 ) (286 ) Credit Risk-Related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. As of March 31, 2016, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $40,456. As of March 31, 2016, the Company has posted no collateral related to these agreements. If the Company had breached any of these provisions at March 31, 2016, it could have been required to settle its obligations under the agreements at their termination value of $40,456. Changes in Accumulated Other Comprehensive Loss The following table reflects the changes in accumulated other comprehensive loss for the three months ended March 31, 2016, net of tax: Accumulated other comprehensive loss: (Losses) Gains on Cash Flow Hedges Accumulated other comprehensive loss at December 31, 2015 $ (13,137 ) Other comprehensive loss before reclassifications (9,683 ) Amounts reclassified from accumulated other comprehensive loss to interest expense 433 Unrealized loss on derivatives, net of tax (9,250 ) Accumulated other comprehensive loss at March 31, 2016 $ (22,387 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. FAIR VALUE MEASUREMENTS Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement is required to be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The Company has determined that the majority of the inputs used to value its derivative financial instruments using the income approach fall within Level 2 of the fair value hierarchy. The Company uses readily available market data to value its derivatives, such as interest rate curves and discount factors. ASC 820, Fair Value Measurement There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2016. The Company did not have any assets measured at fair value as of March 31, 2016. The following table presents the Company’s estimated fair value measurements and related classifications as of March 31, 2016: Quoted Prices in Active Markets Significant for Identical Other Significant Assets and Observable Unobservable Balance at Liabilities Inputs Inputs March 31, (Level 1) (Level 2) (Level 3) 2016 Liabilities: Derivative financial instruments (a) $ — $ 37,366 $ — $ 37,366 Long-term obligations (b) $ — $ 1,657,075 $ — $ 1,657,075 (a) Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $37,366. (b) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities on long-term debt of $91,850 and long-term debt of $1,546,016 as of March 31, 2016. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2015. The Company did not have any assets measured at fair value as of December 31, 2015. The following table presents the Company’s estimated fair value measurements and related classifications as of December 31, 2015: 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) 2015 Liabilities: Derivative financial instruments (a) $ — $ 19,600 $ — $ 19,600 Long-term obligations (b) $ — $ 1,601,287 $ — $ 1,601,287 (a) Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $19,600. (b) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities on long-term debt of $31,850 and long-term debt of $1,548,893 as of December 31, 2015. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 9. RELATED-PARTY TRANSACTIONS As of March 31, 2016, approximately $73,000 aggregate principal amount of Term B-2 Loans and $1,000 aggregate principal amount of Term B-3 Loans were owned by affiliates of Blackstone. As of December 31, 2015, approximately $77,000 aggregate principal amount of Term B-2 Loans and $9,000 aggregate principal amount of Term B-3 Loans were owned by affiliates of Blackstone. The Company makes voluntary principal repayments as well as periodic principal and interest payments on such debt in accordance with its terms. Dividend Payments On January 5 and February 22, 2016, the Board of Directors of the Company (the “Board”) declared a cash dividend of $0.21 per share to all common stockholders of record at the close of business on January 15 and March 14, 2016, respectively. In connection with these dividend declarations, certain affiliates of Blackstone were paid dividends in the amount of $4,095 on both January 22 and April 1, 2016 (see Note 12–Stockholders’ Equity). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES Securities Class Action Lawsuit On September 9, 2014, a purported stockholder class action lawsuit consisting of purchasers of the Company’s common stock during the periods between April 18, 2013 to August 13, 2014, captioned Baker v. SeaWorld Entertainment, Inc., et al., Case No. 14-CV-02129-MMA (KSC), was filed in the U.S. District Court for the Southern District of California against the Company, the Chairman of the Company’s Board, certain of its executive officers and Blackstone. On February 27, 2015, Court-appointed Lead Plaintiffs, Pensionskassen For Børne- Og Ungdomspædagoger and Arkansas Public Employees Retirement System, together with additional plaintiffs, Oklahoma City Employee Retirement System and Pembroke Pines Firefighters and Police Officers Pension Fund (collectively, “Plaintiffs”), filed an amended complaint against the Company, the Company’s Board, certain of its executive officers, Blackstone, and underwriters of the initial public offering and secondary public offerings. The amended complaint alleges, among other things, that the prospectus and registration statements filed contained materially false and misleading information in violation of the federal securities laws and seeks unspecified compensatory damages and other relief. Plaintiffs contend that defendants knew or were reckless in not knowing that Blackfish was impacting SeaWorld’s business at the time of each public statement. On May 29, 2015, the Company and the other defendants filed a motion to dismiss the amended complaint. The Plaintiffs filed an opposition to the motion to dismiss on July 31, 2015. The Company and the other defendants filed a reply in further support of their motion to dismiss on September 18, 2015. On March 31, 2016, the Court granted the motion to dismiss the amended complaint, in its entirety, without prejudice. Plaintiffs have until May 31, 2016 to file a further amended complaint. The Company believes that the class action lawsuit is without merit and intends to defend the lawsuit vigorously; however, there can be no assurance regarding the ultimate outcome of this lawsuit. Shareholder Derivative Lawsuit On December 8, 2014, a putative derivative lawsuit captioned Kistenmacher v. Atchison, et al., Civil Action No. 10437, was filed in the Court of Chancery of the State of Delaware against, among others, the Chairman of the Board, certain of the Company’s executive officers, directors and shareholders, and Blackstone. The Company is a “Nominal Defendant” in the lawsuit. On March 30, 2015, the plaintiff filed an amended complaint against the same set of defendants. The amended complaint alleges, among other things, that the defendants breached their fiduciary duties, aided and abetted breaches of fiduciary duties, violated Florida Blue Sky laws and were unjustly enriched by (i) including materially false and misleading information in the prospectus and registration statements; and (ii) causing the Company to repurchase certain shares of its common stock from certain shareholders at an alleged artificially inflated price. The Company does not maintain any direct exposure to loss in connection with this shareholder derivative lawsuit as the lawsuit does not assert any claims against the Company. The Company’s status as a “Nominal Defendant” in the action reflects the fact that the lawsuit is maintained by the named plaintiff on behalf of the Company and that the plaintiff seeks damages on the Company’s behalf. On May 21, 2015, the defendants filed a motion to stay the lawsuit pending resolution of the Company’s securities class action lawsuit. On September 21, 2015, the Court granted the motion and ordered that the derivative action to be stayed in favor of the securities class action captioned Baker v. SeaWorld Entertainment, Inc., et al., Case No. 14-CV-02129-MMA (KSC). Consumer Class Action Lawsuits On March 25, 2015, a purported class action was filed in the United States District Court for the Southern District of California against the Company, captioned Holly Hall v. SeaWorld Entertainment, Inc., Case No. 3:15-cv-00600-CAB-RBB (the “Hall Matter”). The complaint identifies three putative classes consisting of all consumers nationwide who at any time during the four-year period preceding the filing of the original complaint, purchased an admission ticket, a membership or a SeaWorld “experience” that includes an “orca experience” from the SeaWorld amusement park in San Diego, California, Orlando, Florida or San Antonio, Texas respectively. The complaint alleges causes of action under California Unfair Competition Law, California Consumers Legal Remedies Act (“CLRA”), California False Advertising Law, California Deceit statute, Florida Unfair and Deceptive Trade Practices Act, Texas Deceptive Trade Practices Act, as well as claims for Unjust Enrichment. Plaintiffs’ claims are based on their allegations that the Company misrepresented the physical living conditions and care and treatment of its orcas, resulting in confusion or misunderstanding among ticket purchasers, and omitted material facts regarding its orcas with intent to deceive and mislead the plaintiff and purported class members. The complaint further alleges that the specific misrepresentations heard and relied upon by Holly Hall in purchasing her SeaWorld tickets concerned the circumstances surrounding the death of a SeaWorld trainer. The complaint seeks actual damages, equitable relief, attorney’s fees and costs. Plaintiffs claim that the amount in controversy exceeds $5,000, but the liability exposure is speculative until the size of the class is determined (if certification is granted at all). In addition, four other purported class actions were filed against the Company and its affiliates. The first three actions were filed on April 9, 2015, April 16, 2015 and April 17, 2015, respectively, in the following federal courts: (i) the United States District Court for the Middle District of Florida, captioned Joyce Kuhl v. SeaWorld LLC et al., 6:15-cv-00574-ACC-GJK (the “Kuhl Matter”), (ii) the United States District Court for the Southern District of California, captioned Jessica Gaab, et. al. v. SeaWorld Entertainment, Inc., Case No. 15:cv-842-CAB-RBB (the “Gaab Matter”), and (iii) the United States District Court for the Western District of Texas, captioned Elaine Salazar Browne v. SeaWorld of Texas LLC et al., 5:15-cv-00301-XR (the “Browne Matter”). On May 1, 2015, the Kuhl Matter and Browne Matter were voluntarily dismissed without prejudice by the respective plaintiffs. On May 7, 2015, plaintiffs Kuhl and Browne re-filed their claims, along with a new plaintiff, Valerie Simo, in the United States District Court for the Southern District of California in an action captioned Valerie Simo et al. v. SeaWorld Entertainment, Inc., Case No. 15:cv-1022-CAB-RBB (the “Simo Matter”). All four of these cases, in essence, reiterate the claims made and relief sought in the Hall Matter. On August 7, 2015, the Gaab Matter and Simo Matter were consolidated with the Hall Matter, and the plaintiffs filed a First Consolidated Amended Complaint (“FAC”) on August 21, 2015. The FAC pursued the same seven causes of action as the original Hall complaint, and added a request for punitive damages pursuant to the California CLRA. The Company moved to dismiss the FAC in its entirety, and its motion was granted on December 24, 2015. The Court granted dismissal with prejudice as to the California CLRA claim, the portion of California Unfair Competition Law claim premised on the CLRA claim, all claims for injunctive relief, and on all California claims premised solely on alleged omissions by the Company. The Court granted leave to amend as to the remainder of the complaint. On January 25, 2016, plaintiffs filed their Second Consolidated Amended Complaint (“SAC”). The SAC pursues the same causes of action as the FAC, except for the California CLRA, which, as noted above, was dismissed with prejudice. The Company filed a motion to dismiss the entirety of the SAC with prejudice on February 25, 2016. That motion is fully briefed and is awaiting a ruling from the Court. On April 13, 2015, a purported class action was filed in the Superior Court of the State of California for the City and County of San Francisco against SeaWorld Parks & Entertainment, Inc., captioned Marc Anderson, et. al., v. SeaWorld Parks & Entertainment, Inc., Case No. CGC-15-545292 (the “Anderson Matter”). The putative class consists of all consumers within California who, within the past four years, purchased tickets to SeaWorld San Diego. On May 11, 2015, the plaintiffs filed a First Amended Class Action Complaint (the “First Amended Complaint”). The First Amended Complaint alleges causes of action under the California False Advertising Law, California Unfair Competition Law and California CLRA. Plaintiffs’ claims are based on their allegations that the Company misrepresented the physical living conditions and care and treatment of its orcas, resulting in confusion or misunderstanding among ticket purchasers, and omitted material facts regarding its orcas with intent to deceive and mislead the plaintiff and purported class members. The First Amended Complaint seeks actual damages, equitable relief, attorneys’ fees and costs. Based on plaintiffs’ definition of the class, the amount in controversy exceeds $5,000, but the liability exposure is speculative until the size of the class is determined (if certification is granted at all). On May 14, 2015, the Company removed the case to the United States District Court for the Northern District of California, Case No. 15:cv-2172-SC. On May 19, 2015, the plaintiffs filed a motion to remand. On September 18, 2015, the Company filed a motion to dismiss the First Amended Complaint in its entirety. The motion is fully briefed. On September 24, 2015, the district court denied plaintiffs’ motion to remand. On October 5, 2015, plaintiffs filed a motion for leave to file a motion for reconsideration of this order, and contemporaneously filed a petition for permission to appeal to the Ninth Circuit, which the Company opposed. On October 14, 2015, the district court granted plaintiffs’ motion for leave. Plaintiffs’ motion for reconsideration was fully briefed. On January 12, 2016 the district court granted in part and denied in part the motion for reconsideration, and refused to remand the case. On January 22, 2016, plaintiffs filed a petition for permission to appeal the January 12, 2016 order to the Ninth Circuit, which the Company opposed. On April 7, 2016, the Ninth Circuit denied both of plaintiffs’ petitions for permission to appeal and the plaintiffs filed a motion for leave to file a Second Amended Class Action Complaint (“Second Amended Complaint”), seeking to add two additional plaintiffs and make various pleading adjustments. The Company has opposed the motion. The district court has scheduled a hearing on both the Company’s motion to dismiss the First Amended Complaint and plaintiffs’ motion for leave to file the Second Amended Complaint for June 3, 2016. The Company believes that these consumer class action lawsuits are without merit and intends to defend these lawsuits vigorously; however, there can be no assurance regarding the ultimate outcome of these lawsuits. Other Matters The Company is a party to various other claims and legal proceedings arising in the normal course of business. From time to time, third-party groups may also bring 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 known claims or legal proceedings to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-Based Compensation | 11. EQUITY-BASED COMPENSATION In accordance with ASC 718, Compensation-Stock Compensation Total equity compensation expense was $29,590 for the three months ended March 31, 2016 and includes $27,516 related to certain of the Company’s performance-vesting restricted shares (the “2.25x Performance Restricted shares”) which became probable of vesting during the quarter. See 2.25x and 2.75x Performance Restricted Shares The activity related to the Company’s time-vesting and performance-vesting share awards during the three months ended March 31, 2016 is as follows: Performance-Vesting Restricted shares Time-Vesting Restricted shares Bonus Performance Restricted shares Long-Term Incentive Performance Restricted shares 2.25x Performance Restricted shares 2.75x Performance Restricted shares Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share Outstanding at December 31, 2015 883,270 $ 18.66 415,995 $ 19.00 62,365 $ 18.88 1,370,821 $ 20.35 1,370,821 $ 10.93 Granted 343,871 $ 18.17 466,677 $ 18.17 183,227 $ 18.55 — — — — Vested (72,343 ) $ 17.99 — — — — — — — — Forfeited (13,059 ) $ 18.86 (418,932 ) $ 18.99 (7,320 ) $ 19.10 — — — — Outstanding at March 31, 2016 1,141,739 $ 18.55 463,740 $ 18.17 238,272 $ 18.62 1,370,821 $ 20.07 1,370,821 $ 9.04 The activity related to the Company’s stock option awards during the three months ended March 31, 2016 is as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at December 31, 2015 2,274,385 $ 19.21 Granted 1,336,853 $ 18.17 Forfeited (53,001 ) $ 18.84 Exercised (1,361 ) $ 18.96 Outstanding at March 31, 2016 3,556,876 $ 18.83 9.38 $ 7,946 Exercisable at March 31, 2016 184,163 $ 18.96 8.92 $ 387 The weighted average grant date fair value of stock options granted during the three months ended March 31, 2016 was $3.75 per stock option. Key weighted-average assumptions utilized in the Black-Scholes Option Pricing Model for stock options granted during the three months ended March 31, 2016 were: Risk- free interest rate 1.50 % Expected volatility (a) 35.00 % Expected dividend yield 4.62 % Expected life (in years) (b) 6.25 (a) Due to the Company’s limited history as a public company, the volatility for the Company’s stock at the date of each grant was estimated using the average volatility calculated for a peer group, which is based upon daily price observations over the estimated term of options granted. (b) The expected life was estimated using the simplified method, as the Company does not have sufficient historical exercise data due to the limited period of time its common stock has been publicly traded. Omnibus Incentive Plan The Company has reserved 15,000,000 shares of common stock for issuance under the Company’s 2013 Omnibus Incentive Plan (the “Omnibus Incentive Plan”). The Omnibus Incentive Plan is administered by the Compensation Committee of the Board, and provides that the Company may grant equity incentive awards to eligible employees, directors, consultants or advisors in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based and performance compensation awards. If an award under the Omnibus Incentive Plan terminates, lapses, or is settled without the payment of the full number of shares subject to the award, the undelivered shares may be granted again under the Omnibus Incentive Plan. As of March 31, 2016, there were 8,778,184 shares of common stock available for future issuance under the Company’s Omnibus Incentive Plan. Bonus Performance Restricted Shares As part of the Company’s annual compensation-setting process and in accordance with the Company’s Equity Award Grant Policy (the “Equity Grant Policy”), on February 22, 2016, the Company’s Compensation Committee (the “Compensation Committee”) approved an annual bonus plan (the “2016 Bonus Plan”) for the fiscal year ending December 31, 2016 (the “Fiscal 2016”) under which certain employees are eligible to receive a bonus with respect to Fiscal 2016 payable 50% in cash and 50% in performance-vesting restricted shares (the “Bonus Performance Restricted shares”) based upon the Company’s achievement of specified performance goals with respect to Adjusted EBITDA. Pursuant to the Equity Grant Policy, the Bonus Performance Restricted shares related to the 2016 Bonus Plan were granted on March 1, 2016. Subsequent grants will be made on July 1 and October 1, 2016 to newly hired bonus-eligible employees based on their hire date and/or to certain newly promoted employees. In accordance with ASC 718, equity compensation expense is not recorded until the performance condition is probable of being achieved. Based on the Company’s progress toward the Adjusted EBITDA performance goal for Fiscal 2016, the Bonus Performance Restricted shares are not considered probable of vesting as of March 31, 2016; therefore, no equity compensation expense has been recorded related to these shares. If the performance condition is considered probable of being achieved in a subsequent period, all equity compensation expense that would have been recorded over the requisite service period had the condition been considered probable from inception, will be recorded as a cumulative catch-up at such subsequent date. Total unrecognized equity compensation expense related to the Bonus Performance Restricted shares not considered probable of vesting was approximately $8,400 as of March 31, 2016. Long-Term Incentive Awards As part of the Company’s annual compensation-setting process and in accordance with the Equity Grant Policy, on February 22, 2016, the Compensation Committee approved a long-term incentive plan grant (the “2016 Long-Term Incentive Grant”) for Fiscal 2016 comprised of nonqualified stock options (“Long-Term Incentive Options”), time-vesting restricted shares (“Long-Term Incentive Time Restricted shares”) and performance-vesting restricted shares (“Long-Term Incentive Performance Restricted shares”) to certain members of the Company’s management and executive officers (collectively, “Long-Term Incentive Awards”). Pursuant to the Equity Grant Policy, the Long-Term Incentive Awards related to the 2016 Long-Term Incentive Grant were granted on March 1, 2016. Long-Term Incentive Awards were also granted in 2015 with similar terms (the “2015 Long-Term Incentive Plan”). Subsequent grants will be made on July 1 and October 1, 2016 to newly hired employees based on their hire date and/or to certain promoted management and executive officers. Long-Term Incentive Options The Long-Term Incentive Options vest ratably over four years from the date of grant (25% per year), subject to continued employment through the applicable vesting date and will expire 10 years from the date of grant or earlier if the employee’s service terminates. The options have an exercise price per share equal to the closing price of the Company’s common stock on the date of grant. Equity compensation expense will be recognized using the straight line method for each tranche over the four year vesting period. Long-Term Incentive Time Restricted Shares The Long-Term Incentive Time Restricted shares vest ratably over four years from the date of grant (25% per year), subject to continued employment through the applicable vesting date. Equity compensation expense will be recognized using the straight line method over the four year vesting period. Long-Term Incentive Performance Restricted Shares The Long-Term Incentive Performance Restricted shares vest following the end of a three-year performance period beginning on January 1 of the fiscal year in which the award was granted and ending on December 31 of the third fiscal year based upon the Company’s achievement of certain performance goals with respect to Adjusted EBITDA for each fiscal year performance period. The total number of shares eligible to vest is based on the level of achievement of the Adjusted EBITDA target for each fiscal year in the performance period which ranges from 0% (if below threshold performance), to 50% (for threshold performance), to 100% (for target performance), and up to 200% (at or above maximum performance). For actual performance between the specified threshold, target, and maximum levels, the resulting vesting percentage will be adjusted on a linear basis. Total shares earned (approximately 33% are eligible to be earned per year), based on the actual performance percentage for each performance year, will vest on the date the Company’s Compensation Committee determines the actual performance percentage for the third fiscal year (“Determination Date”) in the performance period if the employee has not terminated prior to the last day of such fiscal year. Additionally, all unearned shares will forfeit immediately as of the Determination Date. The Adjusted EBITDA target for each fiscal year will be set in the first quarter of each respective year, at which time the grant date and the grant-date fair value for accounting purposes related to that performance year will be established based on the closing price of the Company’s stock on such date. Equity compensation expense will be recognized ratably for each fiscal year, if the performance condition is probable of being achieved, beginning on the date of grant and through December 31 of the third fiscal year in the performance period. As of March 31, 2016, the Company had awarded 367,639 Long-Term Incentive Performance Restricted shares, under the 2016 Long-Term Incentive Plan, which represents the total shares that could be earned under the maximum performance level of achievement for all three performance periods combined, with approximately one-third related to each respective performance period (Fiscal 2016, Fiscal 2017 and Fiscal 2018). For accounting purposes, the performance goals for the respective performance periods must be established for a grant date to be determined. As such, since the performance goal for Fiscal 2016 was established as of the award date, for accounting purposes, 122,534 of the Long-Term Incentive Performance Restricted shares under the 2016 Long-Term Incentive Plan have a grant date in 2016 and grant-date fair value per share determined using the closing price of the Company’s common stock on the date of grant. The performance targets for the subsequent performance periods, Fiscal 2017 and Fiscal 2018, have not yet been set and will be determined by the Compensation Committee during the first quarter of each respective fiscal year, at which time, for accounting purposes, the grant date and respective grant-date fair value will be determined for those related shares. As of March 31, 2016, the Company had awarded 173,635 Long-Term Incentive Performance Restricted shares, net of forfeitures, under its 2015 Long-Term Incentive Plan, which represented the total shares that could be earned under the maximum performance level of achievement for all three performance periods combined under the 2015 Long-Term Incentive Plan (Fiscal 2015, Fiscal 2016 and Fiscal 2017). As the Fiscal 2016 performance target was established during the first quarter of 2016, 60,693 Long-Term Incentive Performance Restricted shares which were awarded under the 2015 Long-Term Incentive Plan and relate to the Fiscal 2016 performance period are considered granted for accounting purposes during the three months ended March 31, 2016 and a grant-date fair value was determined using the close price on the date the performance target was established. As the Long-Term Incentive Performance Restricted shares have both a service and a performance condition, the requisite service period over which equity compensation expense will be recognized once the performance condition is probable of achievement begins on the date of grant and extends through December 31 of the third fiscal year in the respective performance period (Fiscal 2017 under the 2015 Long-Term Incentive Plan and Fiscal 2018 under the 2016 Long-Term Incentive Plan). Based on the Company’s progress toward the Adjusted EBITDA performance goal for Fiscal 2016, a percentage of the target performance level for Fiscal 2016 is considered probable; as such 72,161 Long-Term Incentive Performance Restricted shares granted in Fiscal 2016 under both the 2015 and the 2016 Long-Term Incentive Plan are considered probable of vesting as of March 31, 2016. Total unrecognized equity compensation expense related to all performance periods expected to be recognized over the remaining vesting term if performance conditions continue to be probable of vesting at the current percentage of the target performance level was approximately $1,500 as of March 31, 2016. Unrecognized equity compensation expense related to the maximum performance level for the Fiscal 2016 performance period is an additional $1,787 as of March 31, 2016. Total unrecognized equity compensation expense related to the subsequent performance periods have not been determined as the grant date and grant-date fair value for these awards have not yet occurred for accounting purposes, as such no expense has been recorded related to the subsequent performance periods. Other 2.25x and 2.75x Performance Restricted Shares The Company has outstanding under both its Omnibus Incentive Plan and its previous incentive plan (the “Pre-IPO Incentive Plan”) certain performance-vesting restricted shares (the “2.25x and 2.75x Performance Restricted shares”). The 2.25x Performance Restricted shares will vest if the employee is employed by the Company when and if certain investment funds affiliated with Blackstone receive cash proceeds (not subject to any clawback, indemnity or similar contractual obligation) in respect of their Partnerships units equal to (x) a 20% annualized effective compounded return rate on such funds’ investment and (y) a 2.25x multiple on such funds’ investment. The 2.75x Performance Restricted shares will vest if the employee is employed by the Company when and if such funds receive cash proceeds (not subject to any clawback, indemnity or similar contractual obligation) in respect of their Partnerships units equal to (x) a 15% annualized effective compounded return rate on such funds’ investment and (y) a 2.75x multiple on such funds’ investment. Certain awards were modified to allow some employees separating from the Company to vest in their respective shares if the performance conditions are achieved after their employment ends as detailed below in Equity Plan Modifications Based on cash proceeds previously received by certain investment funds affiliated with Blackstone from the Company’s initial public offering and subsequent secondary offerings of stock, the Company’s repurchases of shares and the cumulative dividends paid by the Company through April 1, 2016, the vesting conditions on the 2.25x Performance Restricted shares were satisfied with the Company’s dividend payment on April 1, 2016. Accordingly, during the three months ended March 31, 2016, upon declaration of the dividend, the 2.25x Performance Restricted shares were considered probable of vesting and all of the related equity compensation expense of $27,516 and accumulated dividends of $3,400 were recognized in the accompanying unaudited condensed consolidated financial statements. On April 1, 2016, upon payment of the dividend to certain investment funds affiliated with Blackstone, all outstanding 1,370,821 2.25x Performance Restricted shares vested and the related accumulated dividends of $3,400 were paid. If the investment funds affiliated with Blackstone receive additional future cash proceeds of approximately $425,000 and other vesting conditions are satisfied, the 2.75x Performance Restricted shares will vest. No equity compensation expense has been recorded during the three months ended March 31, 2016 and 2015 related to the 2.75x Performance Restricted shares as their vesting is not considered probable. Total unrecognized equity compensation expense as of March 31, 2016 was approximately $12,400 for the 2.75x Performance Restricted shares. Equity Plan Modifications During the three months ended March 31, 2016 conditions for eligibility on approximately 361,906 2.25x and 2.75x Performance Restricted shares were modified to allow those participants holding such shares who were separating from the Company to vest in their respective shares if the performance conditions are achieved after their employment ends with the Company, subject to their continued compliance with applicable post-termination restrictive covenants. As the 2.25x and 2.75x Performance Restricted shares were not considered probable of vesting before the modifications, the Company used the respective modification date fair value to record equity compensation expense related to the 2.25x Performance Restricted shares during the three months ended March 31, 2016. Additionally, the respective modification date fair value will be used to record equity compensation expense related to the 2.75x Performance Restricted shares if the performance conditions become probable within a future reporting period. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 12. STOCKHOLDERS’ EQUITY As of March 31, 2016, 90,375,377 shares of common stock were issued on the accompanying unaudited condensed consolidated balance sheet, which excludes 4,888,395 unvested shares of common stock held by certain participants in the Company’s equity compensation plans (see Note 11–Equity-Based Compensation) and includes 6,519,773 shares of treasury stock held by the Company. Dividends The Board has adopted a policy to pay, subject to legally available funds, regular quarterly dividends. The payment and timing of cash dividends is within the discretion of the Board and depends on many factors, including, but not limited to, the Company’s results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in its debt agreements and in any preferred stock, business prospects and other factors that the Board may deem relevant. During the three months ended March 31, 2016, the Board declared or paid quarterly cash dividends to all common stockholders of record as follows: Record Date Payment Date Cash Dividend per Common Share 2016: January 15, 2016 January 22, 2016 $ 0.21 March 14, 2016 (a) April 1, 2016 $ 0.21 (a) As the Company had an accumulated deficit at the time this dividend was declared, this dividend was accounted for as a return of capital and recorded as a reduction to additional paid-in capital on the accompanying unaudited condensed consolidated statement of changes in stockholders’ equity. Dividends paid to common stockholders were $17,674 in the three months ended March 31, 2016. The Company expects that for tax purposes, a portion of these dividends, if not all, will be treated as a return of capital to stockholders. Distributions that qualify as a return of capital are not considered “dividends” for tax purposes only. As of March 31, 2016, the Company had $21,807 of cash dividends recorded as dividends payable in the unaudited condensed consolidated balance sheet, of which approximately $21,000 was paid in April 2016. The remainder relates to unvested time restricted shares and unvested performance restricted shares with a performance condition considered probable of being achieved. These shares carry dividend rights and therefore the dividends will be paid as the shares vest in accordance with the underlying equity compensation grants. These dividend rights will be forfeited if the shares do not vest. On April 1, 2016, the Company’s 2.25x Performance Restricted shares held by certain participants in the Company’s Omnibus Incentive Plan and Pre-IPO Incentive Plan vested and accumulated dividends of approximately $3,400 were paid (see Note 11–Equity-Based Compensation for further details). Accumulated dividends on the 2.75x Performance Restricted shares are approximately $3,400 and will be paid only if and to the extent these 2.75x Performance Restricted shares vest in accordance with their terms. Accumulated dividends on the Bonus Performance Restricted shares were approximately $97 and will be paid only if these shares vest in accordance with their terms. Accumulated dividends on the Long-Term Incentive Performance Restricted shares were approximately $99, of which approximately $34 was recorded related to the portion of the shares considered probable of vesting. The remainder will be paid only if the respective shares vest in accordance with their terms. The Company does not record a dividend payable when the performance conditions on the related unvested shares are not considered probable of being achieved. Share Repurchase Program In 2014, the Board authorized the repurchase of up to $250,000 of the Company’s common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. 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 level of the Company’s cash balances, general business and market conditions, and other factors, including legal requirements, debt covenant restrictions and alternative investment opportunities. The Company has available $190,000 for future repurchases under the Share Repurchase Program as of March 31, 2016. There were no share repurchases during the three months ended March 31, 2016. All of the repurchased shares from the Share Repurchase Program and shares repurchased directly from the selling stockholders concurrently with the previous secondary offerings were recorded as treasury stock at a total cost of $154,871 as of March 31, 2016 and December 31, 2015 and are reflected as a reduction to stockholders’ equity on the accompanying unaudited condensed consolidated balance sheets. |
Description of the Business a21
Description of the Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
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. Prior to its initial public offering in April 2013, the Company was owned by ten limited partnerships (the “Partnerships” or the “selling stockholders”), ultimately owned by affiliates of The Blackstone Group L.P. (“Blackstone”) and certain co-investors. The Company operates SeaWorld theme parks in Orlando, Florida; San Antonio, Texas; and San Diego, California, and Busch Gardens theme parks in Tampa, Florida, and Williamsburg, Virginia. The Company operates water park attractions in Orlando, Florida (Aquatica); San Antonio, Texas (Aquatica); San Diego, California (Aquatica); Tampa, Florida (Adventure Island); and Williamsburg, Virginia (Water Country USA). The Company also operates a reservations-only attraction offering interaction with marine animals in Orlando, Florida (Discovery Cove) and a seasonal park in Langhorne, Pennsylvania (Sesame Place). In March 2016, Aquatica San Antonio was converted into a stand-alone, separate admission park that guests can access through an independent gate without the need to purchase admission to SeaWorld San Antonio. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2015 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, 2015 has been 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, 2016 or any future period due to the seasonal nature of the Company’s operations. Based upon historical results, the Company typically generates its highest revenues in the second and third quarters of each year and incurs a net loss in the first and fourth quarters, in part because seven of its theme parks are only open for a portion of the year. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including SEA. All intercompany accounts have been eliminated in consolidation. The Company reviews new accounting pronouncements as they are issued or proposed by the Financial Accounting Standards Board (“FASB”). On March 30, 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. On February 25, 2016, the FASB issued ASU 2016-02, Leases In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) Identifying Performance Obligations and Licensing. |
Use of Estimates | Use of Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance, deferred tax assets, deferred revenue, equity compensation and the valuation of goodwill and other indefinite-lived intangible assets. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the 2016 presentation, in particular, $2,975 previously included in deferred tax assets, net, in the accompanying unaudited condensed consolidated balance sheet as of December 31, 2015 was reclassified to noncurrent deferred tax assets, net, and noncurrent deferred tax liabilities, net, in the amounts of $503 and $2,472, respectively. The reclassification is as a result of the adoption of a new Accounting Standards Update (“ASU”). See Note 2–Recently Issued Accounting Pronouncements for further details. |
Segment Reporting | Segment Reporting The Company maintains discrete financial information for each of its twelve theme parks, which is used by the Chief Operating Decision Maker (“CODM”), identified as the Chief Executive Officer, as a basis for allocating resources. Each theme park has been identified as an operating segment and meets the criteria for aggregation due to similar economic characteristics. In addition, all of the theme parks provide similar products and services and share similar processes for delivering services. The theme parks have a high degree of similarity in the workforces and target similar consumer groups. Accordingly, based on these economic and operational similarities and the way the CODM monitors and makes decisions affecting the operations, the Company has concluded that its operating segments may be aggregated and that it has one reportable segment. |
Property and Equipment-Net | Property and Equipment—Net Property and equipment are recorded at cost. The cost of ordinary or routine maintenance, repairs, spare parts and minor renewals is expensed as incurred. Development costs associated with new attractions and products are generally capitalized after necessary feasibility studies have been completed and final concept or contracts have been approved. The cost of assets is depreciated using the straight-line method based on the following estimated useful lives: Land improvements 10-40 years Buildings 5-40 years Rides, attractions and equipment 3-20 years Animals 1-50 years Material costs to purchase animals are capitalized and amortized over their estimated lives (1-50 years). Construction in process assets consist primarily of new rides, attractions and infrastructure improvements that have not yet been placed in service. These assets are stated at cost and are not depreciated. Once construction of an asset is completed and placed into service, the asset is reclassified to the appropriate asset class based on its nature and depreciated in accordance with its useful life above. During the first quarter of 2016, the Company made a decision to remove deep-water lifting floors from the orca habitats at each of its three SeaWorld theme parks. As a result, during the three months ended March 31, 2016, the Company recorded approximately $33,700 of accelerated depreciation related to the disposal of these lifting floors, which is included in depreciation and amortization expense in the unaudited condensed consolidated statements of comprehensive loss. During the three months ended March 31, 2016, the Company also recorded approximately $6,400 in asset write-offs associated with its previously disclosed orca habitat expansion (the “Blue World Project”) as the Company made a decision to not move forward with the Blue World Project as originally designed and planned. |
Description of the Business a22
Description of the Business and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives | The cost of assets is depreciated using the straight-line method based on the following estimated useful lives: Land improvements 10-40 years Buildings 5-40 years Rides, attractions and equipment 3-20 years Animals 1-50 years |
Loss per Share (Tables)
Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Loss per Share | Loss per share is computed as follows (in thousands, except per share data): Three Months Ended March 31, 2016 2015 Net Loss Shares Per Share Amount Net Loss Shares Per Share Amount Basic loss per share $ (84,049 ) 83,824 $ (1.00 ) $ (43,598 ) 86,097 $ (0.51 ) Effect of dilutive incentive-based awards — — Diluted loss per share $ (84,049 ) 83,824 $ (1.00 ) $ (43,598 ) 86,097 $ (0.51 ) |
Other Accrued Expenses (Tables)
Other Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables And Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Other accrued expenses at March 31, 2016 and December 31, 2015, consisted of the following: March 31, December 31, 2016 2015 Accrued property taxes $ 3,222 $ 2,250 Accrued interest 550 441 Self-insurance reserve 7,368 6,973 Other 1,608 1,479 Total other accrued expenses $ 12,748 $ 11,143 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt as of March 31, 2016 and December 31, 2015 consisted of the following: March 31, December 31, 2016 2015 Term B-2 Loans (effective interest rate of 3.26% at March 31, 2016 and December 31, 2015, respectively) $ 1,334,875 $ 1,338,387 Term B-3 Loans (effective interest rate of 4.33% at March 31, 2016 and December 31, 2015) 247,200 247,900 Revolving Credit Facility 75,000 15,000 Total long-term debt 1,657,075 1,601,287 Less discounts (6,786 ) (7,211 ) Less debt issuance costs (12,423 ) (13,333 ) Less current maturities (91,850 ) (31,850 ) Total long-term debt, net $ 1,546,016 $ 1,548,893 |
Derivative Instruments and He26
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Fair Value of Company's Derivative Financial Instruments Classification on Unaudited Condensed Consolidated Balance Sheets | Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the unaudited condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015: Liability Derivatives Liability Derivatives As of March 31, 2016 As of December 31, 2015 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate swaps Other liabilities $ 1,544 Other liabilities $ 1,673 Forward interest rate swaps Other liabilities 35,822 Other liabilities 17,927 Total derivatives designated as hedging instruments $ 37,366 $ 19,600 |
Schedule of Pre-tax Effect of Derivative Financial Instruments on Unaudited Condensed Consolidated Statements of Comprehensive Loss | Tabular Disclosure of the Effect of Derivative Instruments on the Statements of Comprehensive Loss The table below presents the pre-tax effect of the Company’s derivative financial instruments on the unaudited condensed consolidated statements of comprehensive loss for the three months ended March 31, 2016 and 2015: Three Months Ended March 31, 2016 2015 Derivatives in Cash Flow Hedging Relationships: Loss related to effective portion of derivatives recognized in accumulated other comprehensive loss $ (18,621 ) $ (2,149 ) Gain related to effective portion of derivatives reclassified from accumulated other comprehensive loss to interest expense $ 834 $ 730 Loss related to ineffective portion of derivatives recognized in other (income) expense, net $ (1 ) (286 ) |
Schedule of Changes in Accumulated Other Comprehensive Loss | Changes in Accumulated Other Comprehensive Loss The following table reflects the changes in accumulated other comprehensive loss for the three months ended March 31, 2016, net of tax: Accumulated other comprehensive loss: (Losses) Gains on Cash Flow Hedges Accumulated other comprehensive loss at December 31, 2015 $ (13,137 ) Other comprehensive loss before reclassifications (9,683 ) Amounts reclassified from accumulated other comprehensive loss to interest expense 433 Unrealized loss on derivatives, net of tax (9,250 ) Accumulated other comprehensive loss at March 31, 2016 $ (22,387 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The following table presents the Company’s estimated fair value measurements and related classifications as of March 31, 2016: Quoted Prices in Active Markets Significant for Identical Other Significant Assets and Observable Unobservable Balance at Liabilities Inputs Inputs March 31, (Level 1) (Level 2) (Level 3) 2016 Liabilities: Derivative financial instruments (a) $ — $ 37,366 $ — $ 37,366 Long-term obligations (b) $ — $ 1,657,075 $ — $ 1,657,075 (a) Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $37,366. (b) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities on long-term debt of $91,850 and long-term debt of $1,546,016 as of March 31, 2016. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2015. The Company did not have any assets measured at fair value as of December 31, 2015. The following table presents the Company’s estimated fair value measurements and related classifications as of December 31, 2015: 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) 2015 Liabilities: Derivative financial instruments (a) $ — $ 19,600 $ — $ 19,600 Long-term obligations (b) $ — $ 1,601,287 $ — $ 1,601,287 (a) Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $19,600. (b) Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities on long-term debt of $31,850 and long-term debt of $1,548,893 as of December 31, 2015. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Employee Stock Performance Activity | The activity related to the Company’s time-vesting and performance-vesting share awards during the three months ended March 31, 2016 is as follows: Performance-Vesting Restricted shares Time-Vesting Restricted shares Bonus Performance Restricted shares Long-Term Incentive Performance Restricted shares 2.25x Performance Restricted shares 2.75x Performance Restricted shares Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share Outstanding at December 31, 2015 883,270 $ 18.66 415,995 $ 19.00 62,365 $ 18.88 1,370,821 $ 20.35 1,370,821 $ 10.93 Granted 343,871 $ 18.17 466,677 $ 18.17 183,227 $ 18.55 — — — — Vested (72,343 ) $ 17.99 — — — — — — — — Forfeited (13,059 ) $ 18.86 (418,932 ) $ 18.99 (7,320 ) $ 19.10 — — — — Outstanding at March 31, 2016 1,141,739 $ 18.55 463,740 $ 18.17 238,272 $ 18.62 1,370,821 $ 20.07 1,370,821 $ 9.04 |
Schedule of Activity Related to Stock Option Awards | The activity related to the Company’s stock option awards during the three months ended March 31, 2016 is as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at December 31, 2015 2,274,385 $ 19.21 Granted 1,336,853 $ 18.17 Forfeited (53,001 ) $ 18.84 Exercised (1,361 ) $ 18.96 Outstanding at March 31, 2016 3,556,876 $ 18.83 9.38 $ 7,946 Exercisable at March 31, 2016 184,163 $ 18.96 8.92 $ 387 |
Schedule of Key Weighted-average Assumptions Utilized in Black-Scholes Option Pricing Model for Stock Options Granted | The weighted average grant date fair value of stock options granted during the three months ended March 31, 2016 was $3.75 per stock option. Key weighted-average assumptions utilized in the Black-Scholes Option Pricing Model for stock options granted during the three months ended March 31, 2016 were: Risk- free interest rate 1.50 % Expected volatility (a) 35.00 % Expected dividend yield 4.62 % Expected life (in years) (b) 6.25 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of Quarterly Cash Dividends to Common Stockholders | During the three months ended March 31, 2016, the Board declared or paid quarterly cash dividends to all common stockholders of record as follows: Record Date Payment Date Cash Dividend per Common Share 2016: January 15, 2016 January 22, 2016 $ 0.21 March 14, 2016 (a) April 1, 2016 $ 0.21 |
Description of the Business a30
Description of the Business and Basis of Presentation - Additional Information (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)BusinessPartnershipSegment | Dec. 31, 2015USD ($) | |
Business Description And Basis Of Presentation [Line Items] | ||
Number of theme parks owned and operated | Business | 12 | |
Number of limited partnerships which owned the Company | Partnership | Partnership | 10 | |
Number of theme parks opened for a portion of the year | Business | 7 | |
Deferred tax liabilities net, noncurrent | $ 18,721 | $ 65,689 |
Number of reportable segment | Segment | 1 | |
Accelerated depreciation related to the disposal of the lifting floors | $ 33,700 | |
Blue World Project Asset Write-offs | $ 6,400 | |
Minimum [Member] | Animals [Member] | ||
Business Description And Basis Of Presentation [Line Items] | ||
Estimated useful life | 1 year | |
Maximum [Member] | Animals [Member] | ||
Business Description And Basis Of Presentation [Line Items] | ||
Estimated useful life | 50 years | |
Scenario Previously Reported [Member] | ||
Business Description And Basis Of Presentation [Line Items] | ||
Deferred tax assets, net | $ 2,975 | |
Restatement Adjustment | ||
Business Description And Basis Of Presentation [Line Items] | ||
Deferred tax assets net, noncurrent | $ 503 | |
Deferred tax liabilities net, noncurrent | $ 2,472 |
Description of the Business a31
Description of the Business and Basis of Presentation - Estimated Useful Lives (Detail) | 3 Months Ended |
Mar. 31, 2016 | |
Land Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Land Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Buildings [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Buildings [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Rides, Attractions and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Rides, Attractions and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 20 years |
Animals [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 1 year |
Animals [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 50 years |
Recently Issued Accounting Pr32
Recently Issued Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Deferred tax liabilities, net | $ 18,721 | $ 65,689 |
Scenario Previously Reported [Member] | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Deferred tax assets, net | $ 2,975 | |
Restatement Adjustment | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Deferred tax assets net, noncurrent | 503 | |
Deferred tax liabilities, net | $ 2,472 |
Loss per Share - Schedule of Lo
Loss per Share - Schedule of Loss per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Basic loss per share, Net Loss | $ (84,049) | $ (43,598) |
Diluted loss per share, Net Loss | $ (84,049) | $ (43,598) |
Basic loss per share, Shares | 83,824 | 86,097 |
Diluted loss per share, Shares | 83,824 | 86,097 |
Basic loss per share, Per Share Amount | $ (1) | $ (0.51) |
Diluted loss per share, Per Share Amount | $ (1) | $ (0.51) |
Loss per Share - Additional Inf
Loss per Share - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Potentially dilutive shares of common stock excluded from the computation of diluted loss per share | 5,070,000 | 615,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 37.30% | 38.30% |
Other Accrued Expenses - Schedu
Other Accrued Expenses - Schedule of Other Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Accrued property taxes | $ 3,222 | $ 2,250 |
Accrued interest | 550 | 441 |
Self-insurance reserve | 7,368 | 6,973 |
Other | 1,608 | 1,479 |
Total other accrued expenses | $ 12,748 | $ 11,143 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,657,075 | $ 1,601,287 |
Less discounts | (6,786) | (7,211) |
Less debt issuance costs | (12,423) | (13,333) |
Less current maturities | (91,850) | (31,850) |
Total long-term debt, net | 1,546,016 | 1,548,893 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 75,000 | 15,000 |
Term B-2 Loans [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,334,875 | 1,338,387 |
Term B-3 Loans [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 247,200 | $ 247,900 |
Long-Term Debt - Summary of L38
Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail) | Mar. 31, 2016 | Dec. 31, 2015 |
Term B-2 Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate effective percentage | 3.26% | 3.26% |
Term B-3 Loans [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate effective percentage | 4.33% | 4.33% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | Apr. 07, 2015USD ($) | Mar. 31, 2016USD ($)Swap | Mar. 31, 2015USD ($) | May. 06, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($)Swap | May. 14, 2013 | Dec. 01, 2009USD ($) |
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 1,657,075,000 | $ 1,601,287,000 | ||||||
Outstanding letters of credit | $ 17,200,000 | |||||||
Percentage of initial public offering net proceeds in restricted payments | 6.00% | |||||||
Percentage of Market Capitalization on restricted payment | 7.50% | |||||||
Restrictive covenants, restricted payments used | $ 39,000,000 | |||||||
Restrictive covenants, restricted payments capacity remaining | 51,000,000 | |||||||
Cash paid for interest | $ 14,091,000 | $ 11,347,000 | ||||||
Interest Rate Swaps [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity of interest rate swap | Sep. 30, 2016 | |||||||
Variable rate of interest | 0.75% | |||||||
Interest Rate Swaps [Member] | Combined Interest Rate Cash Flow Hedges On Three Swaps [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of interest rate swaps held | Swap | 4 | |||||||
Number of interest rate derivatives held with combined notional amount | Swap | 3 | |||||||
Notional amount of interest rate swap | $ 1,000,000 | |||||||
Interest Rate Swaps [Member] | Fourth Traditional Swap [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notional amount of interest rate swap | $ 250,000,000 | |||||||
Maturity of interest rate swap | Sep. 30, 2016 | |||||||
Fixed rate of interest on swaps | 0.901% | |||||||
Variable rate of interest | 0.75% | |||||||
Forward Interest Rate Swaps [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of interest rate swaps held | Swap | 5 | |||||||
Notional amount of interest rate swap | $ 1,000,000,000 | |||||||
Maturity of interest rate swap | May 14, 2020 | |||||||
Variable rate of interest | 0.75% | |||||||
Weighted average fixed interest rate | 2.45% | |||||||
Maximum [Member] | Interest Rate Swaps [Member] | Combined Interest Rate Cash Flow Hedges On Three Swaps [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fixed rate of interest on swaps | 1.051% | |||||||
Minimum [Member] | Interest Rate Swaps [Member] | Combined Interest Rate Cash Flow Hedges On Three Swaps [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fixed rate of interest on swaps | 1.049% | |||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized debt issuance costs and discounts | $ 2,119,000 | 2,383,000 | ||||||
Long-term debt | 75,000,000 | 15,000,000 | ||||||
Senior secured revolving | $ 192,500,000 | |||||||
Debt instrument interest rate effective percentage | 2.89% | |||||||
Permitted increased commitments under the Revolving Credit Facility in aggregate principal amount | $ 350,000,000 | |||||||
Interest rate, description | Borrowings of loans under the Revolving Credit Facility bear interest at a fluctuating rate per annum equal to, at SEA’s option, (a) a base rate equal to the higher of (1) the federal funds rate plus 1/2 of 1%, and (2) the rate of interest in effect for such day as publicly announced from time to time by Bank of America, N.A. as its “prime rate” or (b) a LIBOR rate determined by reference to the BBA LIBOR rate, or the successor thereto if the BBA is no longer making a LIBOR rate available, for the interest period relevant to such borrowing. | |||||||
Basis point step-down in applicable margin, description | The applicable margin for borrowings under the Revolving Credit Facility is 1.75%, in the case of base rate loans, and 2.75%, in the case of LIBOR rate loans. The applicable margin (under either a base rate or LIBOR rate) is subject to one 25 basis point step-down upon achievement by SEA of certain corporate credit ratings. | |||||||
Basis point step down on applicable margin upon achievement of certain leverage ratio | 0.25% | |||||||
Debt instrument interest rate selected percentage | 2.50% | |||||||
Commitment fees on unused portion of facility | 0.50% | |||||||
Amount available for borrowing | $ 100,300,000 | |||||||
Revolving Credit Facility [Member] | Subsequent Events [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional borrowings under line of credit facility | $ 10,000 | |||||||
Revolving Credit Facility [Member] | Federal Funds Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin for Term Loans | 0.50% | |||||||
Revolving Credit Facility [Member] | Base Rate Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin for Term Loans | 1.75% | |||||||
Revolving Credit Facility [Member] | LIBOR Rate Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin for Term Loans | 2.75% | |||||||
Restrictive Covenants [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Restrictive covenants, restricted payments capacity available | $ 90,000,000 | |||||||
Restrictive Covenants [Member] | Scenario One [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Total Leverage Ratio | 5.00% | |||||||
Restricted payment on Senior Secured Credit Facilities | $ 90,000,000 | |||||||
Minimum Total Leverage Ratio | 4.50% | |||||||
Restrictive Covenants [Member] | Scenario Two [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Total Leverage Ratio | 4.50% | |||||||
Restricted payment on Senior Secured Credit Facilities | $ 120,000,000 | |||||||
Minimum Total Leverage Ratio | 4.00% | |||||||
Restrictive Covenants [Member] | Scenario Three [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Total Leverage Ratio | 4.00% | |||||||
Restricted payment on Senior Secured Credit Facilities | $ 120,000,000 | |||||||
Minimum Total Leverage Ratio | 3.50% | |||||||
Term B-3 Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, balance | $ 280,000,000 | |||||||
Long-term debt, maturity date | May 14, 2020 | |||||||
Unamortized debt issuance costs and discounts | $ 3,245,000 | 3,448,000 | ||||||
Long-term debt | $ 247,200,000 | $ 247,900,000 | ||||||
Debt instrument interest rate effective percentage | 4.33% | 4.33% | ||||||
Percent of original principal amount on effective date used to calculate aggregate annual amount which will amortize in equal quarterly installments | 1.00% | |||||||
Mandatory prepayments | $ 0 | 0 | ||||||
Interest rate, description | Borrowings of Term B-3 Loans bear interest at a fluctuating rate per annum equal to, at SEA’s option, (a) a base rate equal to the higher of (1) the federal funds rate plus 1/2 of 1% and (2) the rate of interest in effect for such day as publicly announced from time to time by Bank of America, N.A. as its “prime rate” or (b) a LIBOR rate determined by reference to the BBA LIBOR rate, or the successor thereto if the BBA is no longer making a LIBOR rate available, for the interest period relevant to such borrowing. | |||||||
Debt instrument interest rate selected percentage | 4.00% | |||||||
Term B-3 Loans [Member] | Federal Funds Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin for Term Loans | 0.50% | |||||||
Term B-3 Loans [Member] | Base Rate Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin for Term Loans | 2.25% | |||||||
Floor rate | 1.75% | |||||||
Term B-3 Loans [Member] | LIBOR Rate Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin for Term Loans | 3.25% | |||||||
Floor rate | 0.75% | |||||||
Term B-2 Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, balance | $ 1,405,000,000 | |||||||
Long-term debt, maturity date | May 14, 2020 | |||||||
Unamortized debt issuance costs and discounts | $ 13,845,000 | $ 14,713,000 | ||||||
Long-term debt | $ 1,334,875,000 | $ 1,338,387,000 | ||||||
Debt instrument interest rate effective percentage | 3.26% | 3.26% | ||||||
Percent of original principal amount on effective date used to calculate aggregate annual amount which will amortize in equal quarterly installments | 1.00% | |||||||
Mandatory prepayments | $ 0 | $ 0 | ||||||
Interest rate, description | The Term B-2 Loans were initially borrowed in an aggregate principal amount of $1,405,000. Borrowings under the Senior Secured Credit Facilities bear interest, at SEA’s option, at a rate equal to a margin over either (a) a base rate determined by reference to the higher of (1) the rate of interest in effect for such day as publicly announced from time to time by Bank of America, N.A. as its “prime rate” and (2) the federal funds effective rate plus 1/2 of 1% or (b) a LIBOR rate determined by reference to the British Bankers Association (“BBA”) LIBOR rate, or the successor thereto if the BBA is no longer making a LIBOR rate available, for the interest period relevant to such borrowing. | |||||||
Basis point step-down in applicable margin, description | The applicable margin for the Term B-2 Loans (under either a base rate or LIBOR rate) is subject to one 25 basis point step-down upon achievement by SEA of a total net leverage ratio equal to or less than 3.25 to 1.00. | |||||||
Basis point step down on applicable margin upon achievement of certain leverage ratio | 0.25% | |||||||
Maximum Total Leverage Ratio | 3.25% | |||||||
Debt instrument interest rate selected percentage | 3.00% | |||||||
Term B-2 Loans [Member] | Federal Funds Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin for Term Loans | 0.50% | |||||||
Term B-2 Loans [Member] | Base Rate Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin for Term Loans | 1.25% | |||||||
Floor rate | 1.75% | |||||||
Term B-2 Loans [Member] | LIBOR Rate Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin for Term Loans | 2.25% | |||||||
Floor rate | 0.75% | |||||||
Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, balance | $ 400,000,000 | |||||||
Long-term debt, maturity date | Dec. 1, 2016 | |||||||
Repayment of outstanding principal | $ 260,000,000 | |||||||
Senior Notes [Member] | April 7, 2015 | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption price for Senior Notes Percentage | 105.50% | |||||||
Senior Secured Credit Facilities [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of annual excess cash flow used to prepay outstanding loan | 50.00% | |||||||
Percentage of net proceeds from sale of non-ordinary assets | 100.00% | |||||||
Percentage of net proceeds incurrence of debt | 100.00% | |||||||
First lien secured net leverage ratio | 3.50% | |||||||
Percentage of interest in subsidiary | 100.00% | |||||||
Line of credit facility collateral description | The Senior Secured Credit Facilities are collateralized by first priority or equivalent security interests, subject to certain exceptions, in (i) all the capital stock of, or other equity interests in, SEA and substantially all of SEA’s direct or indirect material wholly-owned domestic subsidiaries and 65% of the capital stock of, or other equity interests in, any “first tier” foreign subsidiaries and (ii) certain tangible and intangible assets of SEA and the Company. | |||||||
Percentage of capital stock | 65.00% | |||||||
Restrictive covenants, description | The Senior Secured Credit Facilities permit restricted payments in an aggregate amount per annum not to exceed the greater of (1) 6% of initial public offering net proceeds received by SEA or (2) (a) $90,000, so long as, on a Pro Forma Basis (as defined in the Senior Secured Credit Facilities) after giving effect to the payment of any such restricted payment, the Total Leverage Ratio, (as defined in the Senior Secured Credit Facilities), is no greater than 5.00 to 1.00 and greater than 4.50 to 1.00, (b) $120,000, so long as, on a Pro Forma Basis after giving effect to the payment of any such restricted payment, the Total Leverage Ratio is no greater than 4.50 to 1.00 and greater than 4.00 to 1.00, (c) the greater of (A) $120,000 and (B) 7.5% of Market Capitalization (as defined in the Senior Secured Credit Facilities), so long as, on a Pro Forma Basis after giving effect to the payment of any such restricted payment, the Total Leverage Ratio is no greater than 4.00 to 1.00 and greater than 3.50 to 1.00 and (d) an unlimited amount, so long as, on a Pro Forma Basis after giving effect to the payment of any such restricted payment, the Total Leverage Ratio is no greater than 3.50 to 1.00. | |||||||
Senior Secured Credit Facilities [Member] | Scenario One [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of annual excess cash flow used to prepay outstanding loan | 25.00% | |||||||
Senior Secured Credit Facilities [Member] | Scenario One [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of annual excess cash flow used to prepay outstanding loan | 0.00% | |||||||
Senior Secured Credit Facilities [Member] | Restrictive Covenants [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Leverage Ratio | 4.50% |
Derivative Instruments and He40
Derivative Instruments and Hedging Activities - Additional Information (Detail) | 3 Months Ended | |||
Mar. 31, 2016USD ($)Swap | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($)Swap | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Loss related to ineffective portion of derivatives recognized in other (income) expense, net | $ (1,000) | $ (286,000) | ||
Reclassified as an increase to interest expense, expected during the next 12 months | 9,824,000 | |||
Unrealized loss on derivatives, tax benefit | (8,537,000) | |||
Termination value of derivatives in a net liability position | 40,456,000 | |||
Collateral posted relating to credit risk-related contingent features | $ 0 | |||
Forward Swaps [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Number of interest rate swaps held | Swap | 5 | |||
Notional amount of interest rate swap | $ 1,000,000,000 | |||
Combined Interest Rate Cash Flow Hedges, All Swaps [Member] | Interest Rate Swaps [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Number of interest rate swaps held | Swap | 4 | |||
Notional amount of interest rate swap | $ 1,250,000,000 | |||
Combined Interest Rate Cash Flow Hedges, All Swaps [Member] | Forward Swaps [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Number of interest rate swaps held | Swap | 5 | |||
Notional amount of interest rate swap | $ 1,000,000,000 | |||
Not Designated as Hedge Accounting Relationships [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivatives outstanding | $ 0 | $ 0 |
Derivative Instruments and He41
Derivative Instruments and Hedging Activities - Fair Value of Company's Derivative Financial Instruments Classification on Unaudited Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Derivatives Fair Value [Line Items] | ||
Liability Derivatives Fair Value | $ 37,366 | $ 19,600 |
Other Liabilities [Member] | ||
Derivatives Fair Value [Line Items] | ||
Liability Derivatives Fair Value | 37,366 | 19,600 |
Interest Rate Swaps [Member] | Other Liabilities [Member] | ||
Derivatives Fair Value [Line Items] | ||
Liability Derivatives Fair Value | 1,544 | 1,673 |
Forward Interest Rate Swaps [Member] | Other Liabilities [Member] | ||
Derivatives Fair Value [Line Items] | ||
Liability Derivatives Fair Value | $ 35,822 | $ 17,927 |
Derivative Instruments and He42
Derivative Instruments and Hedging Activities - Schedule of Pre-tax Effect of Derivative Financial Instruments on Unaudited Condensed Consolidated Statements of Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Derivatives in Cash Flow Hedging Relationships: | ||
Loss related to effective portion of derivatives recognized in accumulated other comprehensive loss | $ (18,621) | $ (2,149) |
Gain related to effective portion of derivatives reclassified from accumulated other comprehensive loss to interest expense | 834 | 730 |
Loss related to ineffective portion of derivatives recognized in other (income) expense, net | $ (1) | $ (286) |
Derivative Instruments and He43
Derivative Instruments and Hedging Activities - Schedule of Changes in Accumulated Other Comprehensive Loss (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Accumulated other comprehensive loss: | |
Beginning balance | $ (13,137) |
Ending balance | (22,387) |
Gains (Losses) on Cash Flow Hedges [Member] | |
Accumulated other comprehensive loss: | |
Beginning balance | (13,137) |
Other comprehensive loss before reclassifications | (9,683) |
Amounts reclassified from accumulated other comprehensive loss to interest expense | 433 |
Unrealized loss on derivatives, net of tax | (9,250) |
Ending balance | $ (22,387) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | ||
Assets measured at fair value | $ 0 | $ 0 |
Transfers between Levels | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Liabilities: | ||
Derivative financial instruments | $ 37,366 | $ 19,600 |
Long-term obligations | 1,657,075 | 1,601,287 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Liabilities: | ||
Derivative financial instruments | 37,366 | 19,600 |
Long-term obligations | $ 1,657,075 | $ 1,601,287 |
Fair Value Measurements - Sch46
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value (Parenthetical) (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liability Derivatives Fair Value | $ 37,366 | $ 19,600 |
Current maturities on long-term debt | 91,850 | 31,850 |
Total long-term debt, net | 1,546,016 | 1,548,893 |
Other Liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liability Derivatives Fair Value | $ 37,366 | $ 19,600 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | Apr. 01, 2016 | Feb. 22, 2016 | Jan. 22, 2016 | Jan. 05, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Apr. 07, 2015 | Dec. 01, 2009 |
Related Party Transaction [Line Items] | |||||||||
Cash dividends declared per share | $ 0.21 | $ 0.21 | $ 0.42 | $ 0.42 | |||||
Cash dividends record date | Mar. 14, 2016 | Jan. 15, 2016 | |||||||
Cash dividends payable date | Apr. 1, 2016 | Jan. 22, 2016 | |||||||
Dividends paid to stockholders | $ 17,674,000 | $ 18,098,000 | |||||||
Term B-2 Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, balance | $ 1,405,000,000 | ||||||||
Term B-3 Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, balance | $ 280,000,000 | ||||||||
Blackstone and Affiliates [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Dividends paid to stockholders | $ 4,095,000 | ||||||||
Blackstone and Affiliates [Member] | Subsequent Events [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Dividends paid to stockholders | $ 4,095,000 | ||||||||
Blackstone and Affiliates [Member] | Term B-2 Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, balance | 73,000,000 | $ 77,000,000 | |||||||
Blackstone and Affiliates [Member] | Term B-3 Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, balance | $ 1,000,000 | $ 9,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Amount in controversy, not recorded | $ 5,000,000 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 29,590,000 | $ 1,853,000 | ||
Unrecognized equity compensation cost | $ 32,350,000 | |||
Weighted average grant date fair value of stock options | $ 3.75 | |||
Unvested shares of common stock | 4,888,395 | |||
Omnibus Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for future issuance | 15,000,000 | |||
Shares available for future issuance | 8,778,184 | |||
2016 Bonus Plan [Member] | Scenario Forecast [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of bonus payable by cash | 50.00% | |||
2015 Long-Term Incentive Plan Below Threshold Performance [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage, per year | 0.00% | |||
2015 Long-Term Incentive Plan Threshold Performance [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage, per year | 50.00% | |||
2015 Long-Term Incentive Plan Target Performance [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage, per year | 100.00% | |||
2015 Long-Term Incentive Plan At or Above Maximum Performance [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage, per year | 200.00% | |||
2.25x Performance Restricted Shares [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 27,516,000 | |||
Return on investment | 2.25% | |||
Annualized effective compounded return rate | 20.00% | |||
Unvested shares of common stock | 1,370,821 | 1,370,821 | ||
Accumulated dividends on unvested performance restricted shares | $ 3,400,000 | |||
Recognized equity compensation expense | $ 27,516,000 | |||
Bonus Performance Restricted Shares [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted shares | 466,677 | |||
Unvested shares of common stock | 463,740 | 415,995 | ||
Accumulated dividends on unvested performance restricted shares | $ 97,000 | |||
Bonus Performance Restricted Shares [Member] | 2016 Bonus Plan [Member] | Scenario Forecast [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of bonus payable by shares | 50.00% | |||
Bonus Performance Restricted Shares [Member] | 2015 Bonus Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity-based compensation expense | 0 | |||
Unrecognized equity compensation cost | $ 8,400,000 | |||
Long-Term Incentive Options [Member] | 2015 Long-Term Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Vesting percentage, per year | 25.00% | |||
Long-Term Incentive Options, expiration period | 10 years | |||
Long-Term Incentive Time Restricted Shares [Member] | 2015 Long-Term Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Vesting percentage, per year | 25.00% | |||
Long-Term Incentive Performance Restricted Shares [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted shares | 183,227 | |||
Unvested shares of common stock | 238,272 | 62,365 | ||
Accumulated dividends on unvested performance restricted shares | $ 99,000 | |||
Long-Term Incentive Performance Restricted Shares [Member] | Maximum Performance [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized equity compensation cost | $ 1,787,000 | |||
Long-Term Incentive Performance Restricted Shares [Member] | Fiscal 2016 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares probable of vesting | 72,161 | |||
Long-Term Incentive Performance Restricted Shares [Member] | Current Performance [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized equity compensation cost | $ 1,500,000 | |||
Long-Term Incentive Performance Restricted Shares [Member] | 2015 Long-Term Incentive Plan [Member] | Maximum Performance [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Awarded shares | 173,635 | |||
Long-Term Incentive Performance Restricted Shares [Member] | 2015 Long-Term Incentive Plan [Member] | Fiscal 2016 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted shares | 60,693 | |||
Long-Term Incentive Performance Restricted Shares [Member] | 2015 and 2016 Long-Term Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Performance period | 3 years | |||
Shares earned, percentage | 33.00% | |||
Long-Term Incentive Performance Restricted Shares [Member] | 2016 Long-Term Incentive Plan [Member] | Maximum Performance [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Awarded shares | 367,639 | |||
Long-Term Incentive Performance Restricted Shares [Member] | 2016 Long-Term Incentive Plan [Member] | Fiscal 2016 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted shares | 122,534 | |||
2.75x Performance Restricted Shares [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 0 | $ 0 | ||
Unrecognized equity compensation cost | $ 12,400,000 | |||
Return on investment | 2.75% | |||
Annualized effective compounded return rate | 15.00% | |||
Unvested shares of common stock | 1,370,821 | 1,370,821 | ||
Accumulated dividends on unvested performance restricted shares | $ 3,400,000 | |||
Additional future funds to receive | $ 425,000,000 | |||
Performance Restricted Shares [Member] | Equity Plan Modifications [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Modified shares | 361,906 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Employee Stock Performance Activity (Detail) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Outstanding, Ending Balance | 4,888,395 |
Time-Vesting Restricted Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Outstanding, Beginning Balance | 883,270 |
Shares, Granted | 343,871 |
Shares, Vested | (72,343) |
Shares, Forfeited | (13,059) |
Shares, Outstanding, Ending Balance | 1,141,739 |
Weighted Average Grant Date Fair Value per Share, Outstanding, Beginning Balance | $ / shares | $ 18.66 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 18.17 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 17.99 |
Weighted Average Grant Date Fair Value per Share, Forfeited | $ / shares | 18.86 |
Weighted Average Grant Date Fair Value per Share, Outstanding, Ending Balance | $ / shares | $ 18.55 |
Bonus Performance Restricted Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Outstanding, Beginning Balance | 415,995 |
Shares, Granted | 466,677 |
Shares, Forfeited | (418,932) |
Shares, Outstanding, Ending Balance | 463,740 |
Weighted Average Grant Date Fair Value per Share, Outstanding, Beginning Balance | $ / shares | $ 19 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 18.17 |
Weighted Average Grant Date Fair Value per Share, Forfeited | $ / shares | 18.99 |
Weighted Average Grant Date Fair Value per Share, Outstanding, Ending Balance | $ / shares | $ 18.17 |
Long-Term Incentive Performance Restricted Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Outstanding, Beginning Balance | 62,365 |
Shares, Granted | 183,227 |
Shares, Forfeited | (7,320) |
Shares, Outstanding, Ending Balance | 238,272 |
Weighted Average Grant Date Fair Value per Share, Outstanding, Beginning Balance | $ / shares | $ 18.88 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 18.55 |
Weighted Average Grant Date Fair Value per Share, Forfeited | $ / shares | 19.10 |
Weighted Average Grant Date Fair Value per Share, Outstanding, Ending Balance | $ / shares | $ 18.62 |
2.25x Performance Restricted Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Outstanding, Beginning Balance | 1,370,821 |
Shares, Outstanding, Ending Balance | 1,370,821 |
Weighted Average Grant Date Fair Value per Share, Outstanding, Beginning Balance | $ / shares | $ 20.35 |
Weighted Average Grant Date Fair Value per Share, Outstanding, Ending Balance | $ / shares | $ 20.07 |
2.75x Performance Restricted Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Outstanding, Beginning Balance | 1,370,821 |
Shares, Outstanding, Ending Balance | 1,370,821 |
Weighted Average Grant Date Fair Value per Share, Outstanding, Beginning Balance | $ / shares | $ 10.93 |
Weighted Average Grant Date Fair Value per Share, Outstanding, Ending Balance | $ / shares | $ 9.04 |
Equity-Based Compensation - S51
Equity-Based Compensation - Schedule of Activity Related to Stock Option Awards (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Options, Outstanding, Beginning Balance | shares | 2,274,385 |
Options, granted | shares | 1,336,853 |
Options, Forfeited | shares | (53,001) |
Options, Exercised | shares | (1,361) |
Options, Outstanding, Ending Balance | shares | 3,556,876 |
Options, Exercisable at March 31,2016 | shares | 184,163 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 19.21 |
Weighted Average Exercise Price, Granted | $ / shares | 18.17 |
Weighted Average Exercise Price, Forfeited | $ / shares | 18.84 |
Weighted Average Exercise Price, Exercised | $ / shares | 18.96 |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares | 18.83 |
Weighted Average Exercise Price, Exercisable at March 31, 2016 | $ / shares | $ 18.96 |
Weighted Average Remaining Contractual Life, Outstanding at March 31, 2016 | 9 years 4 months 17 days |
Weighted Average Remaining Contractual Life, Exercisable at March 31, 2016 | 8 years 11 months 1 day |
Aggregate Intrinsic Value, Outstanding at March 31, 2016 | $ | $ 7,946 |
Aggregate Intrinsic Value, Exercisable at March 31, 2016 | $ | $ 387 |
Equity-Based Compensation - S52
Equity-Based Compensation - Schedule of Key Weighted-average Assumptions Utilized in Black-Scholes Option Pricing Model for Stock Options Granted (Detail) - Employee Stock Option | 3 Months Ended |
Mar. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk- free interest rate | 1.50% |
Expected volatility | 35.00% |
Expected dividend yield | 4.62% |
Expected life (in years) | 6 years 3 months |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Apr. 01, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Stockholders Equity [Line Items] | ||||||
Common stock, shares issued | 90,375,377 | 90,320,374 | ||||
Unvested shares of common stock | 4,888,395 | |||||
Treasury stock, shares | 6,519,773 | 6,519,773 | ||||
Dividends paid to stockholders | $ 17,674,000 | $ 18,098,000 | ||||
Dividends payable | 21,807,000 | $ 18,373,000 | $ 430,000 | |||
Share Repurchase Program, authorized amount | $ 250,000,000 | |||||
Share Repurchase Program, remaining authorized repurchase amount | $ 190,000,000 | |||||
Stock Repurchase Program, number of shares authorized to be repurchased | 0 | |||||
Treasury stock at cost | $ 154,871,000 | $ 154,871,000 | ||||
2.25x Performance Restricted Shares [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Unvested shares of common stock | 1,370,821 | 1,370,821 | ||||
Accumulated dividends on unvested performance restricted shares | $ 3,400,000 | |||||
2.75x Performance Restricted Shares [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Unvested shares of common stock | 1,370,821 | 1,370,821 | ||||
Accumulated dividends on unvested performance restricted shares | $ 3,400,000 | |||||
Bonus Performance Restricted Shares [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Unvested shares of common stock | 463,740 | 415,995 | ||||
Accumulated dividends on unvested performance restricted shares | $ 97,000 | |||||
Long-Term Incentive Performance Restricted Shares [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Unvested shares of common stock | 238,272 | 62,365 | ||||
Accumulated dividends on unvested performance restricted shares | $ 99,000 | |||||
Dividends on shares probable of vesting | $ 34,000 | |||||
Subsequent Events [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Dividends paid | $ 21,000,000 | |||||
Subsequent Events [Member] | 2.25x Performance Restricted Shares [Member] | Omnibus Incentive Plan and Pre-IPO incentive plan [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Accumulated dividends on vested performance restricted shares | $ 3,400,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Quarterly Cash Dividends to Common Stockholders (Detail) - $ / shares | Feb. 22, 2016 | Jan. 05, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Stockholders Equity [Line Items] | ||||
Cash dividends record date | Mar. 14, 2016 | Jan. 15, 2016 | ||
Cash dividends payable date | Apr. 1, 2016 | Jan. 22, 2016 | ||
Cash dividends declared per share | $ 0.21 | $ 0.21 | $ 0.42 | $ 0.42 |
Q4 2015 Declaration [Member] | ||||
Stockholders Equity [Line Items] | ||||
Cash dividends record date | Jan. 15, 2016 | |||
Cash dividends payable date | Jan. 22, 2016 | |||
Cash dividends declared per share | $ 0.21 | |||
Q1 2016 Declaration [Member] | ||||
Stockholders Equity [Line Items] | ||||
Cash dividends record date | Mar. 14, 2016 | |||
Cash dividends payable date | Apr. 1, 2016 | |||
Cash dividends declared per share | $ 0.21 |