SEAWORLD ENTERTAINMENT, INC., 10-Q filed on 8/14/2013
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 30, 2013
Aug. 12, 2013
Document Document And Entity Information [Abstract]
 
 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
Jun. 30, 2013 
 
Document Fiscal Year Focus
2013 
 
Document Fiscal Period Focus
Q2 
 
Trading Symbol
SEAS 
 
Entity Registrant Name
SeaWorld Entertainment, Inc. 
 
Entity Central Index Key
0001564902 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Non-accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
93,306,126 
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Current assets:
 
 
Cash and cash equivalents
$ 93,936 
$ 45,675 
Accounts receivable, net
59,913 
41,149 
Inventories
46,151 
36,587 
Prepaid expenses and other current assets
16,298 
17,817 
Deferred tax assets, net
6,265 
17,405 
Total current assets
222,563 
158,633 
Property and equipment, at cost
2,428,792 
2,343,561 
Accumulated depreciation
(642,278)
(568,918)
Property and equipment, net
1,786,514 
1,774,643 
Goodwill
335,610 
335,610 
Trade names, net
164,058 
164,608 
Other intangible assets, net
29,502 
31,120 
Deferred tax assets, net
49,547 
6,356 
Other assets
45,153 
50,082 
Total assets
2,632,947 
2,521,052 
Current liabilities:
 
 
Accounts payable
142,554 
89,946 
Current maturities on long-term debt
14,050 
21,330 
Accrued salaries, wages and benefits
24,589 
33,088 
Deferred revenue
150,002 
82,567 
Other accrued expenses
23,311 
19,350 
Total current liabilities
354,506 
246,281 
Long-term debt
1,631,829 
1,802,644 
Other liabilities
20,807 
22,279 
Total liabilities
2,007,142 
2,071,204 
Commitments and contingencies (Note 10)
   
   
Stockholders' Equity:
 
 
Preferred stock, $0.01 par value-authorized, 100,000,000 shares, no shares issued or outstanding at June 30, 2013 and December 31, 2012
   
   
Common stock, $0.01 par value-authorized, 1,000,000,000 shares; issued and outstanding, 89,603,759 and 82,737,008 shares at June 30, 2013 and December 31, 2012, respectively
896 
827 
Additional paid-in capital
686,445 
456,923 
Accumulated other comprehensive gain (loss)
1,326 
(1,254)
Accumulated deficit
(62,862)
(6,648)
Total stockholders' equity
625,805 
449,848 
Total liabilities and stockholders' equity
$ 2,632,947 
$ 2,521,052 
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Jun. 30, 2013
Dec. 31, 2012
Statement Of Financial Position [Abstract]
 
 
Preferred stock, par value
$ 0.01 
$ 0.01 
Preferred stock, shares authorized
100,000,000 
100,000,000 
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value
$ 0.01 
$ 0.01 
Common stock, shares authorized
1,000,000,000 
1,000,000,000 
Common stock, shares issued
89,603,759 
82,737,008 
Common stock, shares outstanding
89,603,759 
82,737,008 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Net revenues:
 
 
 
 
Admissions
$ 255,001 
$ 259,058 
$ 407,427 
$ 392,313 
Food, merchandise and other
156,291 
166,824 
242,475 
246,011 
Total revenues
411,292 
425,882 
649,902 
638,324 
Costs and expenses:
 
 
 
 
Cost of food, merchandise and other revenues
32,974 
36,959 
52,802 
55,659 
Operating expenses
194,674 
205,370 
367,934 
368,746 
Selling, general and administrative
62,168 
49,028 
102,155 
91,764 
Termination of advisory agreement
50,072 
 
50,072 
 
Depreciation and amortization
40,424 
41,439 
81,832 
77,348 
Total costs and expenses
380,312 
332,796 
654,795 
593,517 
Operating income (loss)
30,980 
93,086 
(4,893)
44,807 
Other income, net
107 
733 
180 
1,873 
Interest expense
22,926 
28,909 
51,532 
56,718 
Loss on early extinguishment of debt and write-off of discounts and deferred financing costs
32,429 
 
32,429 
 
(Loss) income before income taxes
(24,268)
64,910 
(88,674)
(10,038)
(Benefit from) provision for income taxes
(8,414)
25,790 
(32,460)
(4,024)
Net (loss) income
(15,854)
39,120 
(56,214)
(6,014)
Other comprehensive income:
 
 
 
 
Unrealized gain on derivatives, net of tax
2,286 
 
2,580 
 
Comprehensive (loss) income
$ (13,568)
$ 39,120 
$ (53,634)
$ (6,014)
(Loss) earnings per share:
 
 
 
 
Net (loss) income per share, basic
$ (0.18)
$ 0.47 
$ (0.66)
$ (0.07)
Net (loss) income per share, diluted
$ (0.18)
$ 0.47 
$ (0.66)
$ (0.07)
Weighted average commons shares outstanding:
 
 
 
 
Basic, shares
88,222 
82,448 
85,510 
82,436 
Diluted, shares
88,222 
83,240 
85,510 
82,436 
Cash dividends declared per share:
 
 
 
 
Cash dividends declared per share
$ 0.20 
$ 6.07 
$ 0.20 
$ 6.07 
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $)
In Thousands, except Share data
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive (Loss) Gain [Member]
Beginning Balance at Dec. 31, 2012
$ 449,848 
$ 827 
$ 456,923 
$ (6,648)
$ (1,254)
Beginning Balance, shares at Dec. 31, 2012
 
82,737,008 
 
 
 
Equity-based compensation
2,222 
2,221 
 
 
Equity-based compensation, shares
 
74,561 
 
 
 
Unrealized gain (loss) on derivatives, net of tax
2,580 
 
 
 
2,580 
Issuance of common stock in initial public offering, net of underwriter commissions and offering costs
245,441 
100 
245,341 
 
 
Issuance of common stock in initial public offering, net of underwriter commissions and offering costs, shares
 
10,000,000 
 
 
 
Conversion of common stock into unvested restricted shares
 
(32)
32 
 
 
Conversion of common stock into unvested restricted shares, shares
 
(3,216,719)
 
 
 
Vesting of restricted shares
 
 
 
Vesting of restricted shares, shares
 
8,909 
 
 
 
Dividend declared to stockholders
(18,072)
 
(18,072)
 
 
Net income (loss)
(56,214)
 
 
(56,214)
 
Ending Balance at Jun. 30, 2013
$ 625,805 
$ 896 
$ 686,445 
$ (62,862)
$ 1,326 
Ending Balance, shares at Jun. 30, 2013
 
89,603,759 
 
 
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Cash Flows From Operating Activities:
 
 
Net loss
$ (56,214)
$ (6,014)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
Depreciation and amortization
81,832 
77,348 
Amortization of debt issuance costs and discounts
7,441 
10,408 
Loss on sale or disposal of property and equipment
4,235 
6,100 
Loss on early extinguishment of debt and write-off of discounts and deferred financing costs
32,429 
 
Deferred income tax provision
(32,460)
(4,024)
Equity-based compensation
2,222 
562 
Changes in assets and liabilities:
 
 
Accounts receivable
(22,011)
(14,309)
Inventories
(9,563)
(9,335)
Prepaid expenses and other current assets
(1,914)
(1,973)
Accounts payable
26,070 
15,606 
Accrued salaries, wages and benefits
(8,498)
(3,574)
Deferred revenue
69,855 
61,161 
Other accrued expenses
4,179 
5,066 
Other assets and liabilities
128 
3,834 
Net cash provided by operating activities
97,731 
140,856 
Cash Flows From Investing Activities:
 
 
Capital expenditures
(88,025)
(115,603)
Change in restricted cash
(232)
 
Net cash used in investing activities
(88,257)
(115,603)
Cash Flows From Financing Activities:
 
 
Repayment of long-term debt
(182,229)
(7,118)
Redemption premium payment
(15,400)
 
Proceeds from the issuance of debt
1,455 
487,163 
Proceeds from issuance of common stock, net of underwriter commissions
253,800 
 
Repayment of revolving credit facility, net
 
(4,000)
Dividends paid to stockholders
(184)
(463,187)
Debt issuance costs
(13,961)
(7,024)
Offering costs
(4,694)
 
Net cash provided by financing activities
38,787 
5,834 
Change in Cash and Cash Equivalents
48,261 
31,087 
Cash and Cash Equivalents-Beginning of period
45,675 
66,663 
Cash and Cash Equivalents-End of period
93,936 
97,750 
Supplemental Disclosures of Noncash Investing and Financing Activities
 
 
Dividends declared, but unpaid
18,072 
40,003 
Capital expenditures in accounts payable
$ 31,414 
$ 34,785 
Description of the Business and Basis of Presentation
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 eleven theme parks within the United States. The Company is majority owned by ten limited partnerships (the “Partnerships”), ultimately controlled by affiliates of The Blackstone Group L.P. (“Blackstone”) and certain co-investors. On April 24, 2013, the Company completed an initial public offering in which it sold 10,000,000 shares of common stock and the selling shareholders of the Company sold 19,900,000 shares of common stock, including 3,900,000 shares pursuant to the exercise in full of the underwriters’ over-allotment option. The offering generated net proceeds of approximately $245,400 to the Company after deducting underwriting discounts, expenses and transaction costs. The Company did not receive any proceeds from shares sold by the selling shareholders. See further discussion in Note 12-Stockholders Equity.

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 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 (Discovery Cove) and a seasonal park in Langhorne, Pennsylvania (Sesame Place).

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 (the “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, 2012 included in the Company’s prospectus as filed with the SEC on April 18, 2013, pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”). The unaudited condensed consolidated balance sheet as of December 31, 2012 has been derived from the audited consolidated financial statements at that date.

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, 2013 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 six 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 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.

Recently Issued Accounting Pronouncements
Recently Issued Accounting Pronouncements

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, “Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which amends Accounting Standards Codification (“ASC”) 220, Comprehensive Income. The amended guidance requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Additionally, entities are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The amended guidance does not change the current requirements for reporting net income or other comprehensive income. The amendments are effective prospectively for reporting periods beginning after December 15, 2012. The adoption of ASU No. 2013-02 did not have a significant impact on the Company’s condensed consolidated financial statements.

(Loss) Earnings Per Share
(Loss) Earnings Per Share

3. (LOSS) EARNINGS PER SHARE

(Loss) earnings per share is computed as follows (in thousands, except per share data):

 

     Three Months Ended June 30,      Six Months Ended June 30,  
     2013     2012      2013     2012  
     Net (Loss)     Shares      Per
Share
Amount
    Net
Income
     Shares      Per
Share
Amount
     Net (Loss)     Shares      Per
Share
Amount
    Net
(Loss)
    Shares      Per
Share
Amount
 

Basic (loss) earnings per share

   $ (15,854     88,222       $ (0.18   $ 39,120         82,448       $ 0.47       $ (56,214     85,510       $ (0.66   $ (6,014     82,436       $ (0.07

Effect of dilutive incentive-based awards

       —                792              —               —        
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Diluted (loss) earnings per share

   $ (15,854     88,222       $ (0.18   $ 39,120         83,240       $ 0.47       $ (56,214     85,510       $ (0.66   $ (6,014     82,436       $ (0.07
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Basic (loss) earnings per share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. The Company excluded potentially dilutive shares of 622 (in thousands) and 699 (in thousands), for the three and six months ended June 30, 2013, respectively, and potentially dilutive shares of 774 (in thousands), for the six months ended June 30, 2012, from the calculation of diluted loss per share as their effect would have been anti-dilutive due to the Company’s net loss in those periods.

Income Taxes
Income Taxes

4. INCOME TAXES

Income tax expense 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 and six months ended June 30, 2013 was 34.7% and 36.6%, respectively, and differs from the statutory federal income tax rate primarily due to state income taxes. The Company’s consolidated effective tax rate for the three and six months ended June 30, 2012 was 39.7% and 40.1%, respectively, and differs from the statutory federal income tax rate primarily due to state income taxes.

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 uncertain tax position. 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 tax expense to the applicable period.

Other Accrued Expenses
Other Accrued Expenses

5. OTHER ACCRUED EXPENSES

Other accrued expenses at June 30, 2013 and December 31, 2012, consisted of the following:

 

     June 30,
2013
     December 31,
2012
 

Accrued property taxes

   $ 7,065       $ 1,974   

Accrued interest

     2,894         3,877   

Note payable

     3,000         3,000   

Self-insurance reserve

     7,800         7,800   

Other

     2,552         2,699   
  

 

 

    

 

 

 

Total other accrued expenses

   $ 23,311       $ 19,350   
  

 

 

    

 

 

 
Long-Term Debt
Long-Term Debt

6. LONG-TERM DEBT

Long-term debt as of June 30, 2013 and December 31, 2012 consisted of the following:

 

     June 30,
2013
    December 31,
2012
 

Term Loan A

   $ —        $ 152,000   

Term Loan B

     —          1,293,774   

Term B-2 Loans

     1,405,000        —     

Revolving credit agreement

     —          —     

Senior Notes

     260,000        400,000   
  

 

 

   

 

 

 

Total long-term debt

     1,665,000        1,845,774   

Less discounts

     (19,121     (21,800

Less current maturities

     (14,050     (21,330
  

 

 

   

 

 

 

Total long-term debt, net of current maturities

   $ 1,631,829      $ 1,802,644   
  

 

 

   

 

 

 

In conjunction with the Company’s initial public offering completed on April 24, 2013, the Company used $37,000 of the net proceeds received from the offering to repay a portion of the outstanding indebtedness under the then existing Term Loan B and $140,000 to redeem a portion of its Senior Notes at a redemption price of 111.0%, plus accrued and unpaid interest thereon. The redemption premium of $15,400 along with a write-off approximately $5,500 in related discounts and deferred financing costs is included in loss on early extinguishment of debt and write-off of discounts and deferred financing costs on the Company’s unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2013. See further discussion in Note 12-Stockholders’ Equity.

Senior Secured Credit Facilities

On March 30, 2012, April 5, 2013 and May 14, 2013, SEA entered into Amendments No. 3, 4 and 5, respectively, of the senior secured credit facilities (the “Senior Secured Credit Facilities”).

Amendment No. 3 increased the amount of Term B Loans (“Additional Term B Loans”) by $500,000 for the purposes of financing a dividend payment to the stockholders in the same amount during the three months ended March 31, 2012. The Additional Term B Loans were issued at a discount which was being amortized to interest expense using the weighted average interest method.

Amendment No. 4 amended the terms of the existing Senior Secured Credit Facilities to, among other things, permit SEA to pay certain distributions following an initial public offering and replaced the then existing $172,500 senior secured revolving credit facility with a new $192,500 senior secured revolving credit facility. The new senior secured revolving credit facility will mature on the earlier of (a) April 24, 2018 or (b) the 91st day prior to the earlier of (1) the maturity date with respect to Term A Loans with an aggregate principal amount greater than $50,000 outstanding, (2) the maturity date with respect to the Term B Loans with an aggregate principal amount greater than $150,000 outstanding, (3) the maturity date of Senior Notes (also referred to as “Mezzanine Debt”) with an aggregate principal amount greater than $50,000 outstanding and (4) the maturity date of any indebtedness incurred to refinance any of the Term A or Term B Loans or the Mezzanine Debt.

Amendment No. 5 amended the terms of the existing Senior Secured Credit Facilities to, among other things, refinance Term Loan A and Term Loan B into new Term B-2 Loans, extend the final maturity date of the term loan facilities, reduce future principal and interest payments, and provide for additional future borrowings.

The Term B-2 Loans were borrowed in an aggregate principal amount of $1,405,000. Borrowings under the Term B-2 Loans 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 Bank of America’s prime lending 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 for the interest period relevant to such borrowing. The 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 certain leverage ratio. At June 30, 2013, the Company selected the LIBOR rate (interest rate of 3.00% at June 30, 2013).

Term B-2 Loans will 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 the Amendment No. 5 effective date, with the first payment being due on September 30, 2013 and the balance due on the final maturity date. The Term B-2 Loans have a final maturity date of May 14, 2020. Amendment No. 5 also permits SEA to 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 net leverage ratio, as defined in the Senior Secured Credit Facility, is no greater than 3.50 to 1.00.

As a result of Amendment No. 5, approximately $11,500 of debt issuance costs were written off and included as loss on early extinguishment of debt and write-off of discounts and deferred financing costs on the Company’s unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2013. As a result of Amendments No. 4 and 5, the Company capitalized fees totaling approximately $14,000. Deferred financing costs, net of accumulated amortization, were $36,272 and $44,103 as of June 30, 2013 and December 31, 2012, respectively, are being amortized to interest expense using the weighted average interest method and are included in other assets in the accompanying unaudited condensed consolidated balance sheets.

SEA had no amounts outstanding at June 30, 2013 and December 31, 2012, relating to the Revolving Credit Facility. As of June 30, 2013, the Company had approximately $18,500 of outstanding letters of credit.

On August 9, 2013, SEA entered into Amendment No. 6 of the Senior Secured Credit Facilities. Amendment No. 6 amends the calculation of the Company’s covenant EBITDA to allow the add back of the $46,300 termination fee paid in connection with the termination of the advisory agreement between the Company and affiliates of Blackstone. See Note 9-Related-Party Transactions for further discussion.

Senior Notes

In conjunction with the execution of Amendment No. 3 to the Senior Secured Credit Facilities, SEA also entered into the Second Supplemental Indenture (the “Second Supplemental Indenture”) dated March 30, 2012 relating to the Senior Notes. Among other matters, the Second Supplemental Indenture granted waivers to allow SEA to issue the additional $500,000 of Term B Loans to fund the dividend payment discussed above and decreased the interest rate on the Senior Notes from 13.5% per annum to 11% per annum. SEA can redeem the Senior Notes at any time and the Senior Notes are unsecured. Interest is paid semi-annually in arrears. Until December 1, 2014, and in the case of an Equity Offering (as defined in the indenture), SEA may redeem up to 35% of the Senior Notes at a price of 111% of the principal amount of the Senior Notes redeemed plus accrued interest using the net cash proceeds from an Equity Offering. Prior to December 1, 2014, the Company may redeem some or all of the Senior Notes at a price equal to 100% of the principal amount of the Senior Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date, subject to the right of the holders of record on the relevant record date to receive interest due on the relevant interest payment date. The “Applicable Premium” is defined as the greater of (1) 1.0% of the principal amount of the Senior Notes and (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of the Senior Notes at December 1, 2014 plus (ii) all required interest payments due on the Senior Notes through December 1, 2014 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate plus 50 basis points over (b) the principal amount of the Senior Notes. On or after December 1, 2014, the Senior Notes may be redeemed at 105.5% and 102.75% of the principal balance beginning on December 1, 2014 and 2015, respectively. The Second Supplemental Indenture also increased the minimum covenant leverage ratio from 2.75 to 1.00 to 3.00 to 1.00.

In conjunction with the execution of Amendment No. 4 to the Senior Secured Credit Facilities, SEA also entered into the Fourth Supplemental Indenture, dated April 5, 2013 (the “Fourth Supplemental Indenture”). The Fourth Supplemental Indenture increased by $20,000 the amount of debt that the Company can incur and have outstanding at one time under the Senior Secured Credit Facilities and amended the transactions with affiliates covenant to allow for the payment of a termination fee, not to exceed $50,000, in connection with the termination of the advisory agreement between the Company and affiliates of Blackstone (see Note 9-Related-Party Transactions).

Interest Rate Swap Agreements

On August 23, 2012, SEA executed two interest rate swap agreements (the “Interest Rate Swap Agreements”) to effectively fix the interest rate on $550,000 of the Term B Loans. Each interest rate swap had a notional amount of $275,000; was scheduled to mature on September 30, 2016; required the Company to pay a fixed rate of interest of 1.247% per annum; paid swap counterparties a variable rate of interest based upon three month BBA LIBOR; and had interest settlement dates occurring on the last day of December, March, June and September through maturity. SEA had designated such interest rate swap agreements as qualifying cash flow hedge accounting relationships. As a result of Amendment No. 5, in May 2013, the Interest Rate Swap Agreements were restructured into two interest rate swaps totaling $550,000 to match the refinanced debt. Each restructured interest rate swap has a notional amount of $275,000; matures on September 30, 2016; requires the Company to pay a fixed rate of interest between 1.049% and 1.051% per annum; pays swap counterparties a variable rate of interest based upon the greater of three month BBA LIBOR; and has interest settlement dates occurring on the last day of December, March, June and September through maturity. SEA designated such interest rate swap agreements as qualifying cash flow hedge accounting relationships as further discussed in Note 7-Derivative Instruments and Hedging Activities which follows.

Cash paid for interest relating to the Senior Secured Credit Facilities, the Senior Notes, and the Interest Rate Swap Agreements was $47,881 and $51,175 for the six month period ending June 30, 2013 and 2012, respectively.

Long-term debt at June 30, 2013, is repayable as follows, not including any possible prepayments:

 

Years Ending December 31,

      

2013

   $ 7,025   

2014

     14,050   

2015

     14,050   

2016

     274,050   

2017

     14,050   

Thereafter

     1,341,775   
  

 

 

 

Total

   $ 1,665,000   
  

 

 

 

Derivative Instruments and Hedging Activities
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.

As of June 30, 2013 and December 31, 2012, 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 and six months ended June 30, 2013, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. As of June 30, 2013, the Company had two outstanding interest rate swaps with a combined notional of $550,000 that were designated as cash flow hedges of interest rate risk. In connection with Amendment No. 5 to the Senior Secured Credit Facility on May 14, 2013, the Company restructured the interest rate swaps to match the refinanced debt. The restructuring of the interest rate swap required a re-designation of the hedge accounting relationship. The re-designation is expected to result in the recognition of a minimal amount of ineffectiveness throughout the remaining term of the interest rate swaps.

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 and six months ended June 30, 2013, there was no ineffective portion recognized in earnings. Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, the Company estimates that an additional $1,567 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 sheet as of June 30, 2013:

 

     Asset Derivatives
As of June 30, 2013
     Liability Derivatives
As of June 30, 2013
 
     Balance Sheet
Location
   Fair Value      Balance Sheet
Location
   Fair Value  

Derivatives designated as hedging instruments:

           

Interest rate swaps

   Other assets    $ 2,096       Other liabilities    $ —     
     

 

 

       

 

 

 

Total derivatives designated as hedging instruments

      $ 2,096          $ —     
     

 

 

       

 

 

 

The unrealized gain on derivatives is recorded net of $1,378 and $1,416 in taxes for the three and six months ended June 30, 2013, respectively, and is included within the unaudited condensed consolidated statements of operations and comprehensive income (loss).

 

Tabular Disclosure of the Effect of Derivative Instruments on the Statements of Comprehensive Income (Loss)

The table below presents the pre-tax effect of the Company’s derivative financial instruments on the unaudited condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2013:

 

     Three Months
Ended
June 30, 2013
    Six Months
Ended
June 30, 2013
 

Derivatives in Cash Flow Hedging Relationships:

    

Gain related to effective portion of derivatives recognized in accumulated other comprehensive income

   $ 4,046      $ 4,718   

Loss related to effective portion of derivatives reclassified from accumulated other comprehensive income to interest expense

   $ (382   $ (722

Gain (loss) related to ineffective portion of derivatives recognized in other income (expense)

   $ —        $ —     

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 June 30, 2013, the termination value of derivatives in a net asset position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $2,191. As of June 30, 2013, the Company has posted no collateral related to these agreements. If the Company had breached any of these provisions at June 30, 2013, it could have been required to settle its obligations under the agreements at their termination value of $2,191.

Fair Value Measurements
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 Measurements and Disclosures, also requires consideration of credit risk in the valuation. The Company uses a potential future exposure model to estimate this credit valuation adjustment (“CVA”). The inputs to the CVA are largely based on observable market data, with the exception of certain assumptions regarding credit worthiness which make the CVA a Level 3 input. Based on the magnitude of the CVA, it is not considered a significant input and the derivatives are classified as Level 2. Of the Company’s long-term obligations, the Term B-2 Loans are classified in Level 2 of the fair value hierarchy. The fair value of the term loans as of June 30, 2013 approximates their carrying value due to the variable nature of the underlying interest rates and the frequent intervals at which such interest rates are reset. The Senior Notes are classified in Level 3 of the fair value hierarchy and have been valued using significant inputs that are not observable in the market including a discount rate of 11.05% and projected cash flows of the underlying Senior Notes.

 

The following table presents the Company’s estimated fair value measurements and related classifications as of June 30, 2013:

 

     Quoted Prices in
Active Markets
for Identical
Assets and
Liabilities
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs

(Level 3)
     Balance at
June 30,
2013
 

Assets:

           

Derivative financial instruments (a)

   $ —         $ 2,096       $ —         $ 2,096   

Liabilities:

           

Long-term obligations (b)

   $ —         $ 1,405,000       $ 265,751       $ 1,670,751   

 

(a) Reflected at fair value in the unaudited condensed consolidated balance sheet as other assets of $2,096. There were no transfers between Levels 1, 2 or 3 during the three or six months ended June 30, 2013.
(b) Reflected at carrying value in the unaudited condensed consolidated balance sheet as current maturities on long-term debt of $14,050 and long-term debt of $1,631, 829 as of June 30, 2013.

The Company did not have any assets measured at fair value at December 31, 2012. The following table presents the Company’s estimated fair value measurements and related classifications as of December 31, 2012:

 

     Quoted Prices in
Active Markets
for Identical
Assets and
Liabilities
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs

(Level 3)
     Balance at
December 31,
2012
 

Liabilities:

           

Letters of Credit

   $ —         $ 11,569       $ —         $ 11,569   

Long-term obligations (a)

   $ —         $ 1,445,774       $ 416,317       $ 1,862,091   

Derivative financial instruments (b)

   $ —         $ 1,880       $ —         $ 1,880   

 

(a) Reflected at carrying value in the unaudited condensed consolidated balance sheet as current maturities on long-term debt of $21,330 and long-term debt of $1,802,644 as of December 31, 2012.
(b) Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $1,880 at December 31, 2012.
Related-Party Transactions
Related-Party Transactions

9. RELATED-PARTY TRANSACTIONS

Certain affiliates of Blackstone provided monitoring, advisory, and consulting services to the Company under an advisory fee agreement (the “2009 Advisory Agreement”), which was terminated on April 24, 2013 in connection with the completion of the initial public offering (see Note 12 – Stockholders’ Equity). Fees related to these services, which were based upon a multiple of EBITDA as defined in the 2009 Advisory Agreement, amounted to $1,874 and $2,799 for the three and six months ended June 30, 2013, respectively, and $1,999 and $2,811 for the three and six months ended June 30, 2012, respectively. These amounts are included in selling, general, and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss).

 

In connection with the completion of the initial public offering on April 24, 2013 (see Note 12 – Stockholders’ Equity), the 2009 Advisory Agreement between the Company and affiliates of Blackstone was terminated (except for provisions relating to indemnification and certain other provisions, which survived termination). In connection with such termination, the Company paid a termination fee of $46,300 to Blackstone with a portion of the net proceeds from the offering and wrote-off $3,772 of the 2013 prepaid advisory fee. The combined expense of $50,072 is recorded as termination of advisory agreement in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss).

On March 30, 2012, the Company declared and paid a $500,000 cash dividend to its stockholders. In June 2013, the Company’s Board of Directors declared a cash dividend of $0.20 per share payable on July 1, 2013 to all common stockholders of record at the close of business on June 20, 2013. In connection with the dividend declarations, certain affiliates of Blackstone were paid dividends in the amount of $500,000 and $11,749 on March 30, 2012 and July 1, 2013, respectively.

Commitments and Contingencies
Commitments and Contingencies

10. COMMITMENTS AND CONTINGENCIES

The Company is a party to various claims and legal proceedings arising in the normal course of business. 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. 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

11. EQUITY-BASED COMPENSATION

In accordance with ASC 718, Compensation-Stock Compensation, the Company measures the cost of employee services rendered in exchange for share-based compensation based upon the grant date fair market value. The cost is recognized over the requisite service period, which is generally the vesting period.

Employee Units Surrendered for Common Stock

Prior to April 18, 2013, the Company had an Employee Unit Incentive Plan (“Employee Unit Plan”). Under the Employee Unit Plan, the Partnerships granted Employee Units to certain key employees of SEA (“Employee Units”). The Employee Units which were granted were accounted for as equity awards and were divided into three tranches, Time-Vesting Units (“TVUs”), 2.25x Performance Vesting Units (“PVUs”) and 2.75x PVUs. Upon vesting of the Employee Units, the Company issued the corresponding number of shares of common stock of the Company to the Partnerships. There was no related cost to the employee upon vesting of the units. As of April 18, 2013, 669,293 Employee Units had been granted under the Employee Unit Plan, net of forfeitures. Separately, certain members of management in 2011 also purchased an aggregate of 29,240 Class D Units of the Partnerships (“Class D Units”).

Prior to the consummation of the Company’s initial public offering, on April 18, 2013, the Employee Units and Class D Units held by certain of the Company’s directors, officers, employees, and consultants were surrendered to the Partnerships and such individuals received an aggregate of 4,165,861 shares of the Company’s issued and outstanding common stock from the Partnerships. The number of shares of the Company’s common stock received by such individuals from the Partnerships was determined in a manner intended to replicate the economic value to each equity holder immediately prior to the transaction. The Class D Units and vested Employee Units were surrendered for an aggregate of 949,142 shares of common stock. The unvested Employee Units were surrendered for an aggregate of 3,216,719 unvested restricted shares of the Company’s common stock, which are subject to vesting terms substantially similar to those applicable to the unvested Employee Units immediately prior to the transaction. These unvested restricted shares consist of Time Restricted shares, and 2.25x and 2.75x Performance Restricted shares, which, for accounting purposes, such shares were removed from issued and outstanding shares until their restrictions are met, as shown on the accompanying unaudited condensed consolidated statement of changes in stockholders’ equity. The following table sets forth the number of Class D Units and Employee Units surrendered for shares of common stock prior to the consummation of the Company’s initial public offering:

 

     Units      Shares of
Common Stock
 
     (not in thousands)  

Vested TVUs surrendered for shares of stock

     121,206         727,852   

Class D Units surrendered for shares of stock

     29,240         221,290   
  

 

 

    

 

 

 

Total Class D Units and vested TVUs surrendered for shares of stock

     150,446         949,142   
  

 

 

    

 

 

 

Unvested TVUs surrendered for unvested Time Restricted shares of stock

     103,913         599,215   

2.25x PVUs surrendered for 2.25x Performance Restricted shares of stock

     222,087         1,308,752   

2.75x PVUs surrendered for 2.75x Performance Restricted shares of stock

     222,087         1,308,752   
  

 

 

    

 

 

 

Total unvested TVUs and PVUs surrendered for shares of unvested restricted stock

     548,087         3,216,719   
  

 

 

    

 

 

 

Total units surrendered for shares of stock and unvested restricted stock

     698,533         4,165,861   
  

 

 

    

 

 

 

Time-Vesting Units (TVUs) and Time Restricted Shares

One-third of the Employee Units originally granted vested over five years (20% per year). Generally, the vesting began on the earlier of December 1, 2009, or the grant date. Vesting was contingent upon continued employment. In the event of a change of control (defined as a sale or disposition of the assets of the limited partnership to other than a Blackstone affiliated group or, if any group other than a Blackstone-affiliated entity, becomes the general partner or the beneficial owner of more than 50% interest), the TVUs immediately 100% vested. The TVUs were originally recorded at the fair market value at the date of grant and were being amortized to compensation expense over the vesting period.

The shares of stock received upon surrender of the Employee Units contain substantially identical terms, conditions and vesting schedules as the previously outstanding Employee Units. In accordance with the guidance in ASC 718-20, Compensation-Stock Compensation, the surrender of the Employee Units for shares of common stock and Time Restricted shares qualifies as a modification of an equity compensation plan. As such, the Company calculated the incremental fair value of the TVU awards immediately prior to and after their modification and determined that $282 of incremental equity compensation cost would be recorded upon surrender of the vested TVUs for vested shares of stock in the three months ended June 30, 2013. The remaining incremental compensation cost of $220 which represents the incremental cost on the unvested TVUs which were surrendered for unvested Time Restricted shares of restricted stock, will be added to the original grant date fair value of the TVU awards and amortized to compensation expense over the remaining vesting period.

Total combined compensation expense related to these TVU and Time Restricted share awards was $611 and $931 for the three and six months ended June 30, 2013 and $300 and $567 for the three and six months ended June 30, 2012 and is included in selling, general, and administrative expenses in the accompanying unaudited condensed consolidated statement of operations and comprehensive income (loss) and as contributed capital in the accompanying unaudited condensed consolidated statements of stockholders’ equity. Total unrecognized compensation cost related to the unvested Time Restricted shares, expected to be recognized over the remaining vesting term which approximates two years, was approximately $2,295 as of June 30, 2013. The activity related to the TVU and Time Restricted share awards for the six months ended June 30, 2013, is as follows:

 

     Employee
Units
    Shares     Weighted
Average Fair
Value (per
Unit/Share)
     Weighted
Average
Remaining
Contractual
Term
     (not in thousands)             

Outstanding unvested TVUs at December 31, 2012

     112,701        $ 21.70      

Vested units

     (8,788     $ 22.71      

TVUs surrendered for unvested Time Restricted shares of stock

     (103,913     599,215      $ 4.38      

Vested shares

     —          (8,909   $ 4.38      

Forfeited

     —          —          —        
  

 

 

   

 

 

      

Outstanding unvested Time Restricted shares of stock at June 30, 2013

     —          590,306      $ 4.38       25 months
  

 

 

   

 

 

      

2.25x and 2.75x Performance Vesting Units (PVUs) and Performance Restricted Shares

Two tranches of the Employee Units vested only if certain events occur. The 2.25x PVUs under the Employee Unit Plan vested if the employee is employed by the Company when and if Blackstone receives cash proceeds (not subject to any clawback, indemnity or similar contractual obligation) in respect of its Partnerships units equal to (x) a 20% annualized effective compounded return rate on Blackstone’s investment and (y) a 2.25x on Blackstone’s investment. The 2.75x PVUs under the Employee Unit Plan vested if the employee is employed by the Company when and if Blackstone received cash proceeds (not subject to any clawback, indemnity or similar contractual obligation) in respect of its Partnerships units equal to (x) a 15% annualized effective compounded return rate on Blackstone’s investment and (y) a 2.75x multiple on Blackstone’s investment. The PVUs had no termination date other than termination of employment from the Company and there were no service or period vesting conditions associated with the PVUs other than employment at the time the benchmark was reached; no compensation was recorded related to these PVUs prior to the modification since their exercise was not considered probable. The unvested Performance Restricted shares received upon surrender of the Employee Unit PVUs contain substantially the same terms and conditions as the previously outstanding PVUs. No compensation expense will be recorded related to the Performance Restricted shares until their vesting is probable, accordingly, no compensation expense has been recorded during the six months ended June 30, 2013 or 2012 related to these PVU or Performance Restricted share awards.

The activity related to the 2.25x Performance Restricted shares for the six months ended June 30, 2013, is as follows:

 

     Employee
Units
    Shares  
     (not in thousands)  

Outstanding 2.25x PVUs at December 31, 2012

     225,051     

Forfeited

     (2,964  

2.25x PVUs surrendered for unvested 2.25x Performance Restricted shares of stock

     (222,087     1,308,752   

Vested

       —     
  

 

 

   

 

 

 

Outstanding unvested 2.25x Performance Restricted shares of stock at June 30, 2013

     —          1,308,752   
  

 

 

   

 

 

 

 

The activity related to the 2.75x Performance Restricted shares for the six months ended June 30, 2013, is as follows:

 

     Employee
Units
    Shares  
     (not in thousands)  

Outstanding 2.75x PVUs at December 31, 2012

     225,051     

Forfeited

     (2,964  

2.75x PVUs surrendered for unvested 2.75x Performance Restricted shares of stock

     (222,087     1,308,752   

Vested

       —     
  

 

 

   

 

 

 

Outstanding unvested 2.75x Performance Restricted shares of stock at June 30, 2013

     —          1,308,752   
  

 

 

   

 

 

 

The fair value of each Employee Unit originally granted was estimated on the date of grant using a composite of the discounted cash flow model and the guideline public company approach to determine the underlying enterprise value. The discounted cash flow model was based upon significant inputs that are not observable in the market. Key assumptions included projected cash flows, a discount rate of 10.5%, and a terminal value. The guideline public company approach uses relevant public company valuation multiples to determine fair value. The value of the individual equity tranches was allocated based upon the Option-Pricing Method model. Significant assumptions included a holding period of 2.6 to 3.6 years, a risk free rate of 0.33% to 1.22%, volatility of approximately 49% to 57%, a discount for lack of marketability, depending upon the units, from 31% to 53% and a 0 dividend yield. Volatility for SEA’s stock at the date of grant was estimated using the average volatility calculated for a peer group, which is based upon daily price observations over the estimated term of units granted.

In order to calculate the incremental fair value at the modification date, the Option-Pricing Method model was used to estimate the fair value prior to the modification. For the fair value after the modification, the initial public offering price of $27.00 per share was used to calculate the fair value of the TVUs while the fair value of the PVUs was estimated using an asset-or-nothing call option approach. Significant assumptions used in both the Option-Pricing Method model and the asset-or-nothing call option approach included a holding period of approximately 2 years from the initial public offering date, a risk free rate of 0.24%, a volatility of approximately 37.6% based on re-levered historical and implied equity volatility of comparable companies and a 0 dividend yield.

2013 Omnibus Incentive Plan

The Company reserved 15,000,000 shares of common stock for future issuance under the Company’s new 2013 Omnibus Incentive Plan (“2013 Omnibus Plan”). The 2013 Omnibus Plan is administered by the compensation committee of the Board of Directors, 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 2013 Omnibus 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 2013 Omnibus Plan.

On April 19, 2013, 494,557 shares of restricted stock were granted to the Company’s directors, officers and employees under the 2013 Omnibus Incentive Plan (the “2013 Grant”). The shares granted were in the form of time vesting restricted shares (“Time Restricted 2013 shares”), 2.25x performance restricted shares (“2.25x Performance Restricted 2013 shares”) and 2.75x performance restricted shares (“2.75x Performance Restricted 2013 shares”). The activity related to the 2013 Grant for the six months ended June 30, 2013, is as follows:

 

     Shares     Weighted
Average Grant
Date Fair Value
(per Share)
     Weighted
Average
Remaining
Contractual
Term
     (not in thousands     

2013 Grant

       

Granted:

       

Time Restricted 2013 shares vesting after lock up period

     85,647      $ 33.52       6 months

Time Restricted 2013 shares vesting over remaining service period

     82,290      $ 33.52       25 months

2.25x Performance Restricted 2013 shares

     163,310      $ 30.46      

2.75x Performance Restricted 2013 shares

     163,310      $ 23.05      

Vested

     —          —        

Forfeited

     —          —        
  

 

 

      

Outstanding 2013 Grant unvested restricted shares at June 30, 2013

     494,557      $ 29.05      
  

 

 

      

The vesting terms and conditions of the Time Restricted 2013 shares, the 2.25x Performance Restricted 2013 shares, and the 2.75x Performance Restricted 2013 shares included in the 2013 Grant are substantially the same as those of the previous Employee Unit Plan TVUs, 2.25x PVUs, and 2.75x PVUs, respectively, (see previous discussion concerning the TVU and PVU vesting conditions). For the Time Restricted 2013 shares, after an initial 180 day post initial public offering lock up period, the vesting schedule from the Employee Unit Plan carries over so that each recipient will vest in the 2013 Grant in the same proportion as they were vested in the previous Employee Unit Plan. The remaining unvested shares will vest over the remaining service period, subject to substantially the same vesting conditions which carried over from the previous Employee Unit Plan.

The grant date fair value for the Time Restricted 2013 shares awarded was determined based on the closing market price of the Company’s stock at the date of grant applied to the total number of shares that are anticipated to fully vest. The fair value of the restricted shares will be recognized as equity compensation on a straight-line basis over the requisite service period as if the award was, in substance, multiple awards consisting of the Time Restricted 2013 shares which vest at the end of the 180 day lock up period, and the remaining Time Restricted 2013 shares which vest over the requisite service period. As a result, approximately $1,291 of equity compensation expense was recognized in the three months ended June 30, 2013 related to the 2013 Grant, leaving unrecognized equity compensation expense related to the Time Restricted 2013 shares of $1,914 to be recognized by the end of the lock up period and $2,424 to be recognized over the remaining requisite service period.

The grant date fair value of the 2.25x and 2.75x Performance Restricted 2013 shares was measured using the asset-or-nothing option pricing model. Significant assumptions included a holding period of approximately 2 years from the initial public offering date, a risk free rate of 0.24%, a volatility of approximately 33.2% based on re-levered historical and implied equity volatility of comparable companies and a 0 dividend yield. There is no compensation expense recorded related to the Performance Restricted 2013 shares until their issuance is probable. Total unrecognized compensation expense as of June 30, 2013 for the 2013 Grant was approximately $4,974 and $3,764 for the 2.25x Performance Restricted 2013 shares and 2.75x Performance Restricted 2013 shares, respectively.

As of June 30, 2013, there were 14,505,443 shares of common stock available for future issuance under the Company’s 2013 Omnibus Plan.

Stockholders' Equity
Stockholders' Equity

12. STOCKHOLDERS’ EQUITY

Stock Split

On April 7, 2013, the Company’s Board of Directors authorized an eight-for-one split of the Company’s common stock which was effective on April 8, 2013. The Company retained the current par value of $0.01 per share for all shares of common stock after the stock split, and accordingly, stockholders’ equity on the accompanying unaudited condensed consolidated balance sheets and the unaudited condensed consolidated statements of changes in stockholders’ equity reflects the stock split by reclassifying from “Additional paid-in capital” to “Common stock” an amount equal to the par value of the additional shares arising from the split. The Company’s historical share and per share information has been retroactively adjusted to give effect to this stock split.

Contemporaneously with the stock split, the Company’s Board of Directors approved an increase in the number of authorized shares of common stock to 1 billion shares. Additionally, upon the consummation of the initial public offering, the Board of Directors authorized 100,000,000 shares of preferred stock at a par value of $0.01 per share.

Initial Public Offering and Use of Proceeds

On April 24, 2013, the Company completed its initial public offering of its common stock in which it offered and sold 10,000,000 shares of common stock and the selling shareholders of the Company offered and sold 19,900,000 shares of common stock including, 3,900,000 shares of common stock pursuant to the exercise in full of the underwriters’ over-allotment option. The shares offered and sold in the offering were registered under the Securities Act pursuant to the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on April 18, 2013. The common stock is listed on the New York Stock Exchange under the symbol “SEAS”.

The Company’s shares of common stock were sold at an initial public offering price of $27.00 per share, which generated net proceeds of approximately $245,400 to the Company after deducting underwriting discounts, expenses and transaction costs. The Company did not receive any proceeds from shares sold by the selling shareholders. The Company used a portion of the net proceeds received in the offering to redeem $140,000 in aggregate principal amount of its Senior Notes at a redemption price of 111.0% plus accrued and unpaid interest thereon, pursuant to a provision in the indenture governing the Senior Notes that permits the Company to redeem up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offerings. In addition, the Company used approximately $46,300 of the net proceeds received from the offering to make a one-time payment to an affiliate of Blackstone in connection with the termination of the 2009 Advisory Agreement (see Note 9 – Related-Party Transactions). Of the net proceeds received from the offering, $37,000 was used to repay a portion of the outstanding indebtedness under Term Loan B. The remainder of the proceeds was used for other general corporate purposes.

Dividends

In March 2012, the Company declared a $500,000 cash dividend to its common stockholders, which at that time consisted of entities controlled by certain affiliates of Blackstone. In June 2013, the Company’s Board of Directors adopted a policy to pay a regular quarterly dividend. As a result, an initial quarterly cash dividend of $0.20 per share payable on July 1, 2013 was declared to all common stockholders of record at the close of business on June 20, 2013. Unvested restricted shares carry dividend rights and therefore the dividends are payable as the shares vest in accordance with the underlying stock compensation grants. As of June 30, 2013, the Company had $18,072 of cash dividends payable included in other current liabilities in the accompanying unaudited condensed consolidated balance sheet. Dividends on the 2.25x and 2.75x Performance Restricted shares, including the 2.25x and 2.75x Performance Restricted 2013 shares (collectively the “Performance Restricted shares”), were approximately $294 for each tranche and will accumulate and be paid only if and to the extent the Performance Restricted shares vest in accordance with their terms. The Company has not recorded a payable related to these dividends as the vesting of the Performance Restricted Shares is not probable.

Subsequent Events
Subsequent Events

13. SUBSEQUENT EVENTS

In connection with the preparation of the unaudited condensed consolidated financial statements, the Company evaluated subsequent events after the condensed consolidated balance sheet date through the date the unaudited condensed consolidated financial statements were issued, to determine whether any events occurred that required recognition or disclosure in the accompanying unaudited condensed consolidated financial statements. The Company believes there are no additional events which require disclosure.

Description of the Business and Basis of Presentation (Policies)

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 (the “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, 2012 included in the Company’s prospectus as filed with the SEC on April 18, 2013, pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”). The unaudited condensed consolidated balance sheet as of December 31, 2012 has been derived from the audited consolidated financial statements at that date.

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, 2013 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 six 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 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.

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, “Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which amends Accounting Standards Codification (“ASC”) 220, Comprehensive Income. The amended guidance requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Additionally, entities are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The amended guidance does not change the current requirements for reporting net income or other comprehensive income. The amendments are effective prospectively for reporting periods beginning after December 15, 2012. The adoption of ASU No. 2013-02 did not have a significant impact on the Company’s condensed consolidated financial statements.

(Loss) Earnings Per Share (Tables)
Schedule of (Loss) Earnings Per Share

(Loss) earnings per share is computed as follows (in thousands, except per share data):

 

     Three Months Ended June 30,      Six Months Ended June 30,  
     2013     2012      2013     2012  
     Net (Loss)     Shares      Per
Share
Amount
    Net
Income
     Shares      Per
Share
Amount
     Net (Loss)     Shares      Per
Share
Amount
    Net
(Loss)
    Shares      Per
Share
Amount
 

Basic (loss) earnings per share

   $ (15,854     88,222       $ (0.18   $ 39,120         82,448       $ 0.47       $ (56,214     85,510       $ (0.66   $ (6,014     82,436       $ (0.07

Effect of dilutive incentive-based awards

       —                792              —               —        
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Diluted (loss) earnings per share

   $ (15,854     88,222       $ (0.18   $ 39,120         83,240       $ 0.47       $ (56,214     85,510       $ (0.66   $ (6,014     82,436       $ (0.07
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Other Accrued Expenses (Tables)
Schedule of Other Accrued Expenses

Other accrued expenses at June 30, 2013 and December 31, 2012, consisted of the following:

 

     June 30,
2013
     December 31,
2012
 

Accrued property taxes

   $ 7,065       $ 1,974   

Accrued interest

     2,894         3,877   

Note payable

     3,000         3,000   

Self-insurance reserve

     7,800         7,800   

Other

     2,552         2,699   
  

 

 

    

 

 

 

Total other accrued expenses

   $ 23,311       $ 19,350   
  

 

 

    

 

 

 
Long-Term Debt (Tables)

Long-term debt as of June 30, 2013 and December 31, 2012 consisted of the following:

 

     June 30,
2013
    December 31,
2012
 

Term Loan A

   $ —        $ 152,000   

Term Loan B

     —          1,293,774   

Term B-2 Loans

     1,405,000        —     

Revolving credit agreement

     —          —     

Senior Notes

     260,000        400,000   
  

 

 

   

 

 

 

Total long-term debt

     1,665,000        1,845,774   

Less discounts

     (19,121     (21,800

Less current maturities

     (14,050     (21,330
  

 

 

   

 

 

 

Total long-term debt, net of current maturities

   $ 1,631,829      $ 1,802,644   
  

 

 

   

 

 

 

Long-term debt at June 30, 2013, is repayable as follows, not including any possible prepayments:

 

Years Ending December 31,

      

2013

   $ 7,025   

2014

     14,050   

2015

     14,050   

2016

     274,050   

2017

     14,050   

Thereafter

     1,341,775   
  

 

 

 

Total

   $ 1,665,000   
  

 

 

 
Derivative Instruments and Hedging Activities (Tables)

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 sheet as of June 30, 2013:

 

     Asset Derivatives
As of June 30, 2013
     Liability Derivatives
As of June 30, 2013
 
     Balance Sheet
Location
   Fair Value      Balance Sheet
Location
   Fair Value  

Derivatives designated as hedging instruments:

           

Interest rate swaps

   Other assets    $ 2,096       Other liabilities    $ —     
     

 

 

       

 

 

 

Total derivatives designated as hedging instruments

      $ 2,096          $ —     
     

 

 

       

 

 

 

The table below presents the pre-tax effect of the Company’s derivative financial instruments on the unaudited condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2013:

 

     Three Months
Ended
June 30, 2013
    Six Months
Ended
June 30, 2013
 

Derivatives in Cash Flow Hedging Relationships:

    

Gain related to effective portion of derivatives recognized in accumulated other comprehensive income

   $ 4,046      $ 4,718   

Loss related to effective portion of derivatives reclassified from accumulated other comprehensive income to interest expense

   $ (382   $ (722

Gain (loss) related to ineffective portion of derivatives recognized in other income (expense)

   $ —        $ —     

Fair Value Measurements (Tables)
Schedule of Liabilities Measured at Fair Value

The following table presents the Company’s estimated fair value measurements and related classifications as of June 30, 2013:

 

     Quoted Prices in
Active Markets
for Identical
Assets and
Liabilities
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs

(Level 3)
     Balance at
June 30,
2013
 

Assets:

           

Derivative financial instruments (a)

   $ —         $ 2,096       $ —         $ 2,096   

Liabilities:

           

Long-term obligations (b)

   $ —         $ 1,405,000       $ 265,751       $ 1,670,751   

 

(a) Reflected at fair value in the unaudited condensed consolidated balance sheet as other assets of $2,096. There were no transfers between Levels 1, 2 or 3 during the three or six months ended June 30, 2013.
(b) Reflected at carrying value in the unaudited condensed consolidated balance sheet as current maturities on long-term debt of $14,050 and long-term debt of $1,631, 829 as of June 30, 2013.

The Company did not have any assets measured at fair value at December 31, 2012. The following table presents the Company’s estimated fair value measurements and related classifications as of December 31, 2012:

 

     Quoted Prices in
Active Markets
for Identical
Assets and
Liabilities
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs

(Level 3)
     Balance at
December 31,
2012
 

Liabilities:

           

Letters of Credit

   $ —         $ 11,569       $ —         $ 11,569   

Long-term obligations (a)

   $ —         $ 1,445,774       $ 416,317       $ 1,862,091   

Derivative financial instruments (b)

   $ —         $ 1,880       $ —         $ 1,880   

 

(a) Reflected at carrying value in the unaudited condensed consolidated balance sheet as current maturities on long-term debt of $21,330 and long-term debt of $1,802,644 as of December 31, 2012.
(b) Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $1,880 at December 31, 2012.
Equity-Based Compensation (Tables) (Converted Shares of Stock [Member])

The following table sets forth the number of Class D Units and Employee Units surrendered for shares of common stock prior to the consummation of the Company’s initial public offering:

 

     Units      Shares of
Common Stock
 
     (not in thousands)  

Vested TVUs surrendered for shares of stock

     121,206         727,852   

Class D Units surrendered for shares of stock

     29,240         221,290   
  

 

 

    

 

 

 

Total Class D Units and vested TVUs surrendered for shares of stock

     150,446         949,142   
  

 

 

    

 

 

 

Unvested TVUs surrendered for unvested Time Restricted shares of stock

     103,913         599,215   

2.25x PVUs surrendered for 2.25x Performance Restricted shares of stock

     222,087         1,308,752   

2.75x PVUs surrendered for 2.75x Performance Restricted shares of stock

     222,087         1,308,752   
  

 

 

    

 

 

 

Total unvested TVUs and PVUs surrendered for shares of unvested restricted stock

     548,087         3,216,719   
  

 

 

    

 

 

 

Total units surrendered for shares of stock and unvested restricted stock

     698,533         4,165,861   
  

 

 

    

 

 

 
The activity related to the 2013 Grant for the six months ended June 30, 2013, is as follows:

 

     Shares     Weighted
Average Grant
Date Fair Value
(per Share)
     Weighted
Average
Remaining
Contractual
Term
     (not in thousands     

2013 Grant

       

Granted:

       

Time Restricted 2013 shares vesting after lock up period

     85,647      $ 33.52       6 months

Time Restricted 2013 shares vesting over remaining service period

     82,290      $ 33.52       25 months

2.25x Performance Restricted 2013 shares

     163,310      $ 30.46      

2.75x Performance Restricted 2013 shares

     163,310      $ 23.05      

Vested

     —          —        

Forfeited

     —          —        
  

 

 

      

Outstanding 2013 Grant unvested restricted shares at June 30, 2013

     494,557      $ 29.05      
  

 

 

      

The activity related to the TVU and Time Restricted share awards for the six months ended June 30, 2013, is as follows:

 

     Employee
Units
    Shares     Weighted
Average Fair
Value (per
Unit/Share)
     Weighted
Average
Remaining
Contractual
Term
     (not in thousands)             

Outstanding unvested TVUs at December 31, 2012

     112,701        $ 21.70      

Vested units

     (8,788     $ 22.71      

TVUs surrendered for unvested Time Restricted shares of stock

     (103,913     599,215      $ 4.38      

Vested shares

     —          (8,909   $ 4.38      

Forfeited

     —          —          —        
  

 

 

   

 

 

      

Outstanding unvested Time Restricted shares of stock at June 30, 2013

     —          590,306      $ 4.38       25 months
  

 

 

   

 

 

      

The activity related to the 2.25x Performance Restricted shares for the six months ended June 30, 2013, is as follows:

 

     Employee
Units
    Shares  
     (not in thousands)  

Outstanding 2.25x PVUs at December 31, 2012

     225,051     

Forfeited

     (2,964  

2.25x PVUs surrendered for unvested 2.25x Performance Restricted shares of stock

     (222,087     1,308,752   

Vested

       —     
  

 

 

   

 

 

 

Outstanding unvested 2.25x Performance Restricted shares of stock at June 30, 2013

     —          1,308,752   
  

 

 

   

 

 

 

The activity related to the 2.75x Performance Restricted shares for the six months ended June 30, 2013, is as follows:

 

     Employee
Units
    Shares  
     (not in thousands)  

Outstanding 2.75x PVUs at December 31, 2012

     225,051     

Forfeited

     (2,964  

2.75x PVUs surrendered for unvested 2.75x Performance Restricted shares of stock

     (222,087     1,308,752   

Vested

       —     
  

 

 

   

 

 

 

Outstanding unvested 2.75x Performance Restricted shares of stock at June 30, 2013

     —          1,308,752   
  

 

 

   

 

 

 

Description of the Business and Basis of Presentation - Additional Information (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified
6 Months Ended 1 Months Ended
Jun. 30, 2013
PartnershipUnit
Business
Apr. 24, 2013
Initial Public Offering [Member]
Apr. 24, 2013
Initial Public Offering Over-Allotment [Member]
Business Description And Basis Of Presentation [Line Items]
 
 
 
Number of limited partnerships which owned the Company
10 
 
 
Number of theme parks owned
11 
 
 
Shares of common stock issued through initial public offering
 
10,000,000 
 
Net proceeds received from offering
$ 245,441 
$ 245,441 
 
Shares offered and sold by the selling shareholders
 
19,900,000 
3,900,000 
(Loss) Earnings Per Share - Schedule of (Loss) Earnings Per Share (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Earnings Per Share [Abstract]
 
 
 
 
Basic (loss) earnings per share, Net (Loss)
$ (15,854)
$ 39,120 
$ (56,214)
$ (6,014)
Effect of dilutive incentive-based awards
   
   
   
   
Diluted (loss) earnings per share, Net (Loss)
$ (15,854)
$ 39,120 
$ (56,214)
$ (6,014)
Basic (loss) earnings per share, Shares
88,222 
82,448 
85,510 
82,436 
Effect of dilutive incentive-based awards, Shares
 
792 
 
 
Diluted (loss) earnings per share, Shares
88,222 
83,240 
85,510 
82,436 
Basic (loss) earnings per share, Per Share Amount
$ (0.18)
$ 0.47 
$ (0.66)
$ (0.07)
Effect of dilutive incentive-based awards, per share
   
   
   
   
Diluted (loss) earnings per share, Per Share Amount
$ (0.18)
$ 0.47 
$ (0.66)
$ (0.07)
(Loss) Earnings Per Share - Additional Information (Detail)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2013
Jun. 30, 2012
Earnings Per Share [Abstract]
 
 
 
Dilutive shares excluded from calculation of diluted loss per share
622 
699 
774 
Income Taxes - Additional Information (Detail)
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Income Tax Disclosure [Abstract]
 
 
 
 
Effective tax rate
34.70% 
39.70% 
36.60% 
40.10% 
Other Accrued Expenses - Schedule of Other Accrued Expenses (Detail) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Payables And Accruals [Abstract]
 
 
Accrued property taxes
$ 7,065 
$ 1,974 
Accrued interest
2,894 
3,877 
Note payable
3,000 
3,000 
Self-insurance reserve
7,800 
7,800 
Other
2,552 
2,699 
Total other accrued expenses
$ 23,311 
$ 19,350 
Long-Term Debt - Summary of Long-Term Debt (Detail) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Debt Instrument [Line Items]
 
 
Long-term debt
$ 1,665,000 
$ 1,845,774 
Less discounts
(19,121)
(21,800)
Less current maturities
(14,050)
(21,330)
Total long-term debt, net of current maturities
1,631,829 
1,802,644 
Term Loan A [Member]
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
 
152,000 
Term Loan B [Member]
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
 
1,293,774 
Term B-2 Loans [Member]
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
1,405,000 
 
Revolving Credit Agreement [Member]
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
   
   
Senior Notes [Member]
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
$ 260,000 
$ 400,000 
Long-Term Debt - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
1 Months Ended 6 Months Ended 1 Months Ended 1 Months Ended 3 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 3 Months Ended 6 Months Ended 6 Months Ended 6 Months Ended
May 14, 2013
Jun. 30, 2013
Jun. 30, 2012
Dec. 31, 2012
May 31, 2013
Interest Rate Swaps [Member]
Swap
Aug. 23, 2012
Interest Rate Swaps [Member]
Swap
Jun. 30, 2013
Interest Rate Swaps [Member]
Swap
May 13, 2013
Interest Rate Swaps [Member]
Minimum [Member]
May 13, 2013
Interest Rate Swaps [Member]
Maximum [Member]
May 31, 2013
Interest Rate Swap One [Member]
Aug. 23, 2012
Interest Rate Swap One [Member]
May 31, 2013
Interest Rate Swap Two [Member]
Aug. 23, 2012
Interest Rate Swap Two [Member]
Jun. 30, 2013
Blackstone and Affiliates [Member]
Apr. 24, 2013
Blackstone and Affiliates [Member]
Apr. 5, 2013
Revolving Credit Agreement [Member]
Apr. 4, 2013
Revolving Credit Agreement [Member]
Apr. 24, 2013
Term Loan B [Member]
Mar. 30, 2012
Term Loan B [Member]
Apr. 5, 2013
Term Loan B [Member]
Dec. 31, 2012
Term Loan B [Member]
May 14, 2013
Term B-2 Loans [Member]
Jun. 30, 2013
Term B-2 Loans [Member]
May 14, 2013
Term B-2 Loans [Member]
Federal Funds Rate [Member]
May 14, 2013
Term B-2 Loans [Member]
Base Rate Loan [Member]
May 14, 2013
Term B-2 Loans [Member]
LIBOR Rate Loan [Member]
Apr. 5, 2013
Revolving Credit Agreement [Member]
Jun. 30, 2013
Revolving Credit Agreement [Member]
Dec. 31, 2012
Revolving Credit Agreement [Member]
Apr. 24, 2013
Senior Notes [Member]
Jun. 30, 2013
Senior Notes [Member]
Jun. 30, 2013
Senior Notes [Member]
Apr. 5, 2013
Senior Notes [Member]
Dec. 31, 2012
Senior Notes [Member]
Mar. 30, 2012
Senior Notes [Member]
Jun. 30, 2013
Senior Notes [Member]
Prior to December 1, 2014 [Member]
Jun. 30, 2013
Senior Notes [Member]
Prior to December 1, 2014 [Member]
Equity Offering [Member]
Jun. 30, 2013
Senior Notes [Member]
On or After December 1, 2014 [Member]
Jun. 30, 2013
Senior Notes [Member]
On or After December 1, 2015 [Member]
Jun. 30, 2013
Second Supplemental Indenture [Member]
Jun. 30, 2013
Second Supplemental Indenture [Member]
Revised [Member]
Apr. 5, 2013
Term Loan A [Member]
Dec. 31, 2012
Term Loan A [Member]
Apr. 5, 2013
Fourth Supplemental Indenture [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Repayment of portion of Term Loan B
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 37,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Repayment of Senior Notes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
140,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redemption price for Senior Notes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
111.00% 
 
 
 
 
 
100.00% 
111.00% 
105.50% 
102.75% 
 
 
 
 
 
Redemption premium included in early extinguishment of debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15,400 
15,400 
 
 
 
 
 
 
 
 
 
 
 
 
Write-off of discounts and deferred financing costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,500 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from issuance of debt
 
1,455 
487,163 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior secured revolving credit facility existing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
192,500 
172,500 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of days used to calculate maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
91 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregate principal amount at maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
150,000 
 
 
 
 
 
 
 
 
 
 
 
 
50,000 
 
 
 
 
 
 
 
 
50,000 
 
 
Senior secured revolving credit facility maturity date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The new senior secured revolving credit facility will mature on the earlier of (a) April 24, 2018 or (b) the 91st day prior to the earlier of (1) the maturity date with respect to Term A Loans with an aggregate principal amount greater than $50,000 outstanding, (2) the maturity date with respect to the Term B Loans with an aggregate principal amount greater than $150,000 outstanding, (3) the maturity date of Senior Notes (also referred to as “Mezzanine Debt”) with an aggregate principal amount greater than $50,000 outstanding and (4) the maturity date of any indebtedness incurred to refinance any of the Term A or Term B Loans or the Mezzanine Debt. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregate principal amount of debt instrument
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,405,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate, description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings under the Term B-2 Loans 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 Bank of America's prime lending 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 for the interest period relevant to such borrowing 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Margin for Term Loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.50% 
1.25% 
2.25% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Floor rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.75% 
0.75% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basis point step-down in applicable margin
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 certain leverage ratio. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basis point step down on applicable margin upon achievement of certain leverage ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIBOR interest rate
 
3.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving Credit Facility in aggregate principal amount
350,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percent of original principal amount on effective date used to calculate aggregate annual amount which will amortize in equal quarterly installments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Term loan maturity date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
May 14, 2020 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum first lien secured net leverage ratio
3.50 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Written off of debt issuance cost
11,500 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capitalized fees
 
13,961 
7,024 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred financing costs, net of accumulated amortization
 
36,272 
 
44,103 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amounts of outstanding long-term debt (In USD)
 
1,665,000 
 
1,845,774 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,293,774 
 
1,405,000 
 
 
 
 
   
   
 
260,000 
260,000 
 
400,000 
 
 
 
 
 
 
 
 
152,000 
 
Outstanding letters of credit (In USD)
 
18,500 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Termination fee paid
 
 
 
 
 
 
 
 
 
 
 
 
 
46,300 
46,300 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument interest rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11.00% 
11.00% 
 
 
13.50% 
 
 
 
 
 
 
 
 
 
Senior Notes redemption percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
35.00% 
 
 
 
 
 
 
 
Percent of Senior Notes principle amount used to calculate applicable premium
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.00% 
 
 
 
 
 
 
 
 
Redemption of Senior Notes description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Prior to December 1, 2014, the Company may redeem some or all of the Senior Notes at a price equal to 100% of the principal amount of the Senior Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date, subject to the right of the holders of record on the relevant record date to receive interest due on the relevant interest payment date. The “Applicable Premium” is defined as the greater of (1) 1.0% of the principal amount of the Senior Notes and (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of the Senior Notes at December 1, 2014 plus (ii) all required interest payments due on the Senior Notes through December 1, 2014 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate plus 50 basis points over (b) the principal amount of the Senior Notes. 
 
 
 
 
 
 
 
 
 
 
 
 
Basis points over the principal balance of the Senior Notes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50 
 
 
 
 
 
 
 
 
Debt instrument covenant leverage ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Second Supplemental Indenture also increased the minimum covenant leverage ratio from 2.75 to 1.00 to 3.00 to 1.00. 
 
 
 
 
 
 
 
 
 
 
 
 
Minimum covenant leverage ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.75 
3.00 
 
 
 
Increase in debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20,000 
Maximum termination fee payment allowed for the Advisory Agreement termination
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50,000 
Number of interest rate swap held
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notional amount of Interest rate swap
 
 
 
 
550,000 
550,000 
550,000 
 
 
275,000 
275,000 
275,000 
275,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maturity of interest rate swap
 
 
 
 
Sep. 30, 2016 
Sep. 30, 2016 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed rate of interest on swaps
 
 
 
 
 
1.247% 
 
1.049% 
1.051% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash paid for interest
 
$ 47,881 
$ 51,175 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-Term Debt - Summary of Long-Term Debt Repayable (Detail) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Maturities Of Long Term Debt [Abstract]
 
 
2013
$ 7,025 
 
2014
14,050 
 
2015
14,050 
 
2016
274,050 
 
2017
14,050 
 
Thereafter
1,341,775 
 
Total
$ 1,665,000 
$ 1,845,774 
Derivative Instruments and Hedging Activities - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2013
Jun. 30, 2013
Interest Rate Swaps [Member]
Swap
May 31, 2013
Interest Rate Swaps [Member]
Swap
Aug. 23, 2012
Interest Rate Swaps [Member]
Swap
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
 
Notional amount interest rate swap
 
 
$ 550,000 
$ 550,000 
$ 550,000 
Number of outstanding interest rate derivatives
 
 
Reclassified as an increase to interest expense
 
1,567 
 
 
 
Tax on unrealized gain on derivatives
1,378 
1,416 
 
 
 
Termination value of derivatives in net asset position
$ 2,191 
$ 2,191 
 
 
 
Derivative Instruments and Hedging Activities - Fair Value of the Company's Derivative Financial Instruments Classification on Unaudited Condensed Consolidated Balance Sheet (Detail) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Other Assets [Member]
 
Derivatives, Fair Value [Line Items]
 
Asset Derivatives Fair Value
$ 2,096 
Other Assets [Member] |
Interest Rate Swaps [Member]
 
Derivatives, Fair Value [Line Items]
 
Asset Derivatives Fair Value
2,096 
Other Liabilities [Member]
 
Derivatives, Fair Value [Line Items]
 
Liability Derivatives Fair Value
   
Other Liabilities [Member] |
Interest Rate Swaps [Member]
 
Derivatives, Fair Value [Line Items]
 
Liability Derivatives Fair Value
   
Derivative Instruments and Hedging Activities - Schedule of Pre-tax Effect of Derivative Financial Instruments on Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2013
Derivatives in Cash Flow Hedging Relationships:
 
 
Gain related to effective portion of derivatives recognized in accumulated other comprehensive income
$ 4,046 
$ 4,718 
Loss related to effective portion of derivatives reclassified from accumulated other comprehensive income to interest expense
(382)
(722)
Gain (loss) related to ineffective portion of derivatives recognized in other income (expense)
   
   
Fair Value Measurements - Additional Information (Detail) (Significant Unobservable Inputs (Level 3) [Member])
6 Months Ended
Jun. 30, 2013
Significant Unobservable Inputs (Level 3) [Member]
 
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
 
Discount rate of Senior Notes
11.05% 
Fair Value Measurements - Schedule of Liabilities Measured at Fair Value (Detail) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Assets:
 
 
Derivative financial instruments
$ 2,096 
 
Liabilities:
 
 
Letters of Credit
 
11,569 
Long-term obligations
1,670,751 
1,862,091 
Derivative financial instruments
 
1,880 
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) [Member]
 
 
Assets:
 
 
Derivative financial instruments
   
 
Liabilities:
 
 
Letters of Credit
 
   
Long-term obligations
   
   
Derivative financial instruments
 
   
Significant Other Observable Inputs (Level 2) [Member]
 
 
Assets:
 
 
Derivative financial instruments
2,096 
 
Liabilities:
 
 
Letters of Credit
 
11,569 
Long-term obligations
1,405,000 
1,445,774 
Derivative financial instruments
 
1,880 
Significant Unobservable Inputs (Level 3) [Member]
 
 
Assets:
 
 
Derivative financial instruments
   
 
Liabilities:
 
 
Letters of Credit
 
   
Long-term obligations
265,751 
416,317 
Derivative financial instruments
 
   
Fair Value Measurements - Schedule of Liabilities Measured at Fair Value (Parenthetical) (Detail) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2013
Dec. 31, 2012
Fair Value Disclosures [Abstract]
 
 
Derivative financial instruments
$ 2,096 
 
Current maturities on long-term debt
14,050 
21,330 
Long-term debt
1,631,829 
1,802,644 
Derivative financial instruments
 
$ 1,880 
Related-Party Transactions - Additional Information (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
1 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2013
Apr. 24, 2013
Jun. 30, 2013
Jun. 30, 2012
Mar. 30, 2012
Jun. 30, 2013
Jun. 30, 2012
Related Party Transaction [Line Items]
 
 
 
 
 
 
 
Date of completion of IPO
 
 
 
 
 
Apr. 24, 2013 
 
Termination of advisory agreement
 
 
$ 50,072 
 
 
$ 50,072 
 
Dividend declared to stockholders
 
 
 
 
500,000 
18,072 
 
Cash dividend declared
$ 0.20 
 
$ 0.20 
$ 6.07 
 
$ 0.20 
$ 6.07 
Blackstone and Affiliates [Member]
 
 
 
 
 
 
 
Related Party Transaction [Line Items]
 
 
 
 
 
 
 
Advisory Agreement, fees
 
 
1,874 
1,999 
 
2,799 
2,811 
Termination fee paid
46,300 
46,300 
46,300 
 
 
46,300 
 
Write off of 2013 Prepaid advisory fees
 
3,772 
 
 
 
 
 
Termination of advisory agreement
 
50,072 
 
 
 
 
 
Dividend declared to stockholders
$ 11,749 
 
 
 
$ 500,000 
 
 
Equity-Based Compensation - Additional Information (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified
6 Months Ended 6 Months Ended 1 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 6 Months Ended 6 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2013
Jun. 30, 2013
Initial Public Offering [Member]
Apr. 24, 2013
Initial Public Offering [Member]
Jun. 30, 2013
Employee Unit Incentive Plan [Member]
Jun. 30, 2013
Employee Unit Incentive Plan [Member]
Minimum [Member]
Jun. 30, 2013
Employee Unit Incentive Plan [Member]
Maximum [Member]
Jun. 30, 2013
Employee Unit Plan and 2013 Grants [Member]
Tranches
Jun. 30, 2013
Units Surrendered For Shares Plan [Member]
Apr. 19, 2013
2013 Omni Bus Incentive Plan [Member]
Jun. 30, 2013
2013 Omni Bus Incentive Plan [Member]
Jun. 30, 2013
2013 Grant [Member]
Jun. 30, 2013
2013 Grant [Member]
Jun. 30, 2013
TVUs [Member]
Jun. 30, 2013
TVUs [Member]
Minimum [Member]
Jun. 30, 2013
TVUs [Member]
Employee Unit Incentive Plan [Member]
Jun. 30, 2013
TVUs [Member]
Units Surrendered For Shares Plan [Member]
Jun. 30, 2013
Time Vesting Units And Time Restricted Shares [Member]
Jun. 30, 2012
Time Vesting Units And Time Restricted Shares [Member]
Jun. 30, 2013
Time Vesting Units And Time Restricted Shares [Member]
Jun. 30, 2012
Time Vesting Units And Time Restricted Shares [Member]
Jun. 30, 2013
Unvested Time Restricted Shares [Member]
Jun. 30, 2013
Time Restricted Shares [Member]
Jun. 30, 2013
Time Restricted Shares [Member]
After Lock Up Period [Member]
2013 Grant [Member]
Jun. 30, 2013
Time Restricted Shares [Member]
Over Remaining Service Period [Member]
2013 Grant [Member]
Jun. 30, 2013
2.25x PVU Employee Units [Member]
Jun. 30, 2013
2.75x PVU Employee Units [Member]
Jun. 30, 2013
2.25x Performance Restricted Shares [Member]
2013 Grant [Member]
Jun. 30, 2013
2.75x Performance Restricted Shares [Member]
2013 Grant [Member]
Jun. 30, 2013
Common Stock [Member]
Units Surrendered For Shares Plan [Member]
Jun. 30, 2013
Vested And Unvested Time Vesting Units, Performance Vesting Units Surrendered for Shares Of Stock And Unvested Restricted Stock [Member]
Employee Unit Incentive Plan [Member]
Jun. 30, 2013
Class D Units and vested TVUs surrendered for shares of stock [Member]
Employee Unit Incentive Plan [Member]
Jun. 30, 2013
Class D Units and vested TVUs surrendered for shares of stock [Member]
Common Stock [Member]
Units Surrendered For Shares Plan [Member]
Jun. 30, 2013
Unvested TVUs and PVUs surrendered for shares of unvested restricted stock [Member]
Employee Unit Incentive Plan [Member]
Jun. 30, 2013
Unvested TVUs and PVUs surrendered for shares of unvested restricted stock [Member]
Common Stock [Member]
Units Surrendered For Shares Plan [Member]
Jun. 30, 2013
Vested Time Vesting Units Surrendered For Shares Of Stock [Member]
Jun. 30, 2013
Vested Time Vesting Units Surrendered For Shares Of Stock [Member]
Employee Unit Incentive Plan [Member]
Jun. 30, 2013
Vested Time Vesting Units Surrendered For Shares Of Stock [Member]
Common Stock [Member]
Units Surrendered For Shares Plan [Member]
Jun. 30, 2013
Unvested Time Vesting Units Surrendered For Unvested Time Restricted Shares [Member]
Jun. 30, 2013
Unvested Time Vesting Units Surrendered For Unvested Time Restricted Shares [Member]
Employee Unit Incentive Plan [Member]
Jun. 30, 2013
Unvested Time Vesting Units Surrendered For Unvested Time Restricted Shares [Member]
Common Stock [Member]
Time Restricted Shares [Member]
Units Surrendered For Shares Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Employee Unit Incentive Plan terms
 
 
 
Under the Employee Unit Plan, the Partnerships granted Employee Units to certain key employees of SEA (“Employee Units). The Employee Units which were granted were accounted for as equity awards and were divided into three tranches, Time-Vesting Units (“TVUs”), 2.25x Performance Vesting Units (“PVUs”) and 2.75x PVUs. Upon vesting of the Employee Units, the Company issued the corresponding number of shares of common stock of the Company to the Partnerships. There was no related cost to the employee upon vesting of the units 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of tranches for each equity award
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Surrender of units to shares of stock (in units)
 
 
 
698,533 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
669,293 
150,446 
 
548,087 
 
 
121,206 
 
 
103,913 
 
Shares provided for surrender of units, in shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,165,861 
 
 
949,142 
 
3,216,719 
 
 
727,852 
 
 
599,215 
Portion of employee units originally granted that were TVUs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One-third 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vesting period of Employee Units granted, years
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vesting percentage per year
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage interest a general partner or beneficial owner other than Blackstone needs to obtain more of
 
 
 
 
 
 
 
 
 
 
 
 
 
50.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of vesting upon change of control
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incremental equity compensation cost
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 282 
 
 
$ 220 
 
 
Recognized compensation expense
 
 
 
 
 
 
 
 
 
 
1,291 
 
 
 
 
 
611 
300 
931 
567 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrecognized compensation cost
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 2,295 
 
$ 1,914 
$ 2,424 
 
 
$ 4,974 
$ 3,764 
 
 
 
 
 
 
 
 
 
 
 
 
Remaining vesting term of unvested TVUs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annualized effective compounded return rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20.00% 
15.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Employee Unit fair value input discount rate
 
 
 
10.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value assumptions, holding period
 
 
 
 
2 years 7 months 6 days 
3 years 7 months 6 days 
 
 
 
2 years 
 
 
 
 
 
2 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value assumptions, risk free rate
 
 
 
 
0.33% 
1.22% 
 
0.24% 
 
 
 
0.24% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value assumptions, volatility
 
 
 
 
49.00% 
57.00% 
 
 
 
 
 
33.20% 
 
 
 
37.60% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value assumptions, discount for lack of marketability
 
 
 
 
31.00% 
53.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value assumptions, dividend yield
 
 
 
0.00% 
 
 
 
 
 
 
 
 
 
 
 
0.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares of common stock issued through initial public offering, per share
 
$ 27.00 
$ 27.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock reserved for future issuance
 
 
 
 
 
 
 
 
15,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restricted stock granted to directors, officers and employees
 
 
 
 
 
 
 
 
494,557 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial public offering lock up period
180 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grant date fair value measuring method
 
 
 
 
 
 
 
 
 
 
 
The grant date fair value of the 2.25x and 2.75x Performance Restricted 2013 shares was measured using the asset-or-nothing option pricing model. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares available for future issuance
 
 
 
 
 
 
 
 
 
14,505,443 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity-Based Compensation - Schedule of Employee Stock Performance Activity (Detail)
6 Months Ended
Jun. 30, 2013
Units Surrendered For Shares Plan [Member] |
Common Stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in shares)
4,165,861 
Units Surrendered For Shares Plan [Member] |
Common Stock [Member] |
Vested Time Vesting Units Surrendered For Shares Of Stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in shares)
727,852 
Units Surrendered For Shares Plan [Member] |
Common Stock [Member] |
Class D Units surrendered for shares of stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in shares)
221,290 
Units Surrendered For Shares Plan [Member] |
Common Stock [Member] |
Class D Units and vested TVUs surrendered for shares of stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in shares)
949,142 
Units Surrendered For Shares Plan [Member] |
Common Stock [Member] |
Unvested Time Vesting Units Surrendered For Unvested Time Restricted Shares [Member] |
Time Restricted Shares [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in shares)
599,215 
Units Surrendered For Shares Plan [Member] |
Common Stock [Member] |
Two Point Two Five Performance Vesting Units Surrendered For Two Point Two Five Performance Restricted Shares [Member] |
2.25x Performance Restricted Shares [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in shares)
1,308,752 
Units Surrendered For Shares Plan [Member] |
Common Stock [Member] |
Two Point Seven Five Performance Vesting Units Surrendered For Two Point Seven Five Performance Restricted Shares [Member] |
2.75x Performance Restricted Shares [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in shares)
1,308,752 
Units Surrendered For Shares Plan [Member] |
Common Stock [Member] |
Unvested TVUs and PVUs surrendered for shares of unvested restricted stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in shares)
3,216,719 
Employee Unit Incentive Plan [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in units)
698,533 
Employee Unit Incentive Plan [Member] |
Vested Time Vesting Units Surrendered For Shares Of Stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in units)
121,206 
Employee Unit Incentive Plan [Member] |
Class D Units surrendered for shares of stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in units)
29,240 
Employee Unit Incentive Plan [Member] |
Class D Units and vested TVUs surrendered for shares of stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in units)
150,446 
Employee Unit Incentive Plan [Member] |
Unvested Time Vesting Units Surrendered For Unvested Time Restricted Shares [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in units)
103,913 
Employee Unit Incentive Plan [Member] |
Two Point Two Five Performance Vesting Units Surrendered For Two Point Two Five Performance Restricted Shares [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in units)
222,087 
Employee Unit Incentive Plan [Member] |
Two Point Seven Five Performance Vesting Units Surrendered For Two Point Seven Five Performance Restricted Shares [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in units)
222,087 
Employee Unit Incentive Plan [Member] |
Unvested TVUs and PVUs surrendered for shares of unvested restricted stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in units)
548,087 
Equity-Based Compensation - Schedule of Employee Stock Performance Activity (Time-Vesting Units and Time Restricted shares) (Detail) (USD $)
6 Months Ended
Jun. 30, 2013
Units Surrendered For Shares Plan [Member] |
Common Stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in shares)
4,165,861 
Employee Unit Incentive Plan [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
TVUs surrendered for unvested Time Restricted shares of stock (in units)
(698,533)
Employee Unit Incentive Plan [Member] |
Unvested Time Vesting Units Surrendered For Unvested Time Restricted Shares [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
TVUs surrendered for unvested Time Restricted shares of stock (in units)
(103,913)
Time Restricted Shares [Member] |
Units Surrendered For Shares Plan [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Weighted average fair value (in USD)
$ 4.38 
Forfeited
   
Weighted average fair value of outstanding unvested shares of stock, Ending balance (in USD)
$ 4.38 
Outstanding unvested Time Restricted shares of stock, Weighted Average Remaining Contractual Term
25 months 
Time Restricted Shares [Member] |
Units Surrendered For Shares Plan [Member] |
Common Stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Vested shares
(8,909)
Forfeited
   
Outstanding Unvested shares
590,306 
Time Restricted Shares [Member] |
Units Surrendered For Shares Plan [Member] |
Unvested Time Vesting Units Surrendered For Unvested Time Restricted Shares [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Weighted average fair value (in USD)
$ 4.38 
Time Restricted Shares [Member] |
Units Surrendered For Shares Plan [Member] |
Unvested Time Vesting Units Surrendered For Unvested Time Restricted Shares [Member] |
Common Stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Surrender of units to shares of stock (in shares)
599,215 
TVUs [Member] |
Units Surrendered For Shares Plan [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Outstanding units, beginning balance
112,701 
Vested units
(8,788)
Weighted average fair value of outstanding unvested Units
$ 21.70 
Weighted average fair value (in USD)
$ 22.71 
Equity-Based Compensation - Schedule of Employee Stock Performance Activity (2.25x Performance Restricted Shares) (Detail) (Units Surrendered For Shares Plan [Member])
6 Months Ended
Jun. 30, 2013
Common Stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
PVUs surrendered for unvested Performance Restricted shares of stock (in shares)
4,165,861 
2.25x Performance Restricted Shares [Member] |
Common Stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Outstanding, Beginning balance
   
Forfeited
   
Vested
   
Outstanding shares, ending balance
1,308,752 
2.25x PVU Employee Units [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Outstanding units, beginning balance
225,051 
Forfeited units
(2,964)
Vested
   
Outstanding units, ending balance
   
Two Point Two Five Performance Vesting Units Surrendered For Two Point Two Five Performance Restricted Shares [Member] |
2.25x Performance Restricted Shares [Member] |
Common Stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
PVUs surrendered for unvested Performance Restricted shares of stock (in shares)
1,308,752 
Two Point Two Five Performance Vesting Units Surrendered For Two Point Two Five Performance Restricted Shares [Member] |
2.25x PVU Employee Units [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
PVUs surrendered for unvested Performance Restricted shares of stock (in units)
(222,087)
Equity-Based Compensation - Schedule of Employee Stock Performance Activity (2.75x Performance Restricted Shares) (Detail) (Units Surrendered For Shares Plan [Member])
6 Months Ended
Jun. 30, 2013
Common Stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
PVUs surrendered for unvested Performance Restricted shares of stock (in shares)
4,165,861 
2.75x Performance Restricted Shares [Member] |
Common Stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Outstanding, Beginning balance
   
Forfeited
   
Vested
   
Outstanding shares, ending balance
1,308,752 
2.75x PVU Employee Units [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Outstanding units, beginning balance
225,051 
Forfeited units
(2,964)
Vested
   
Outstanding units, ending balance
   
Two Point Seven Five Performance Vesting Units Surrendered For Two Point Seven Five Performance Restricted Shares [Member] |
2.75x Performance Restricted Shares [Member] |
Common Stock [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
PVUs surrendered for unvested Performance Restricted shares of stock (in shares)
1,308,752 
Two Point Seven Five Performance Vesting Units Surrendered For Two Point Seven Five Performance Restricted Shares [Member] |
2.75x PVU Employee Units [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
PVUs surrendered for unvested Performance Restricted shares of stock (in units)
(222,087)
Equity-Based Compensation - Schedule of Employee Stock Performance Activity (2013 Omni Bus Incentive Plan) (Detail) (2013 Omni Bus Incentive Plan [Member], USD $)
6 Months Ended
Jun. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Outstanding, Beginning balance
   
Shares Granted:
 
Vested
   
Forfeited
   
Outstanding shares, ending balance
494,557 
Weighted average fair value of outstanding unvested Units
   
Shares Granted:
 
Vested
   
Forfeited
   
Weighted average fair value of outstanding unvested shares of stock, Ending balance (in USD)
$ 29.05 
2.25x Performance Restricted Shares [Member]
 
Shares Granted:
 
Granted
163,310 
Shares Granted:
 
Granted
$ 30.46 
2.75x Performance Restricted Shares [Member]
 
Shares Granted:
 
Granted
163,310 
Shares Granted:
 
Granted
$ 23.05 
After Lock Up Period [Member] |
Time Restricted Shares [Member]
 
Shares Granted:
 
Granted
85,647 
Shares Granted:
 
Granted
$ 33.52 
Shares Granted:
 
Time Restricted 2013 shares vesting period
6 months 
Over Remaining Service Period [Member] |
Time Restricted Shares [Member]
 
Shares Granted:
 
Granted
82,290 
Shares Granted:
 
Granted
$ 33.52 
Shares Granted:
 
Time Restricted 2013 shares vesting period
25 months 
Stockholders' Equity - Additional Information (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified
1 Months Ended 3 Months Ended 6 Months Ended 1 Months Ended 1 Months Ended
Jun. 30, 2013
Mar. 30, 2012
Jun. 30, 2013
Dec. 31, 2012
Jun. 30, 2012
Jun. 30, 2013
2.25x Performance Restricted Shares [Member]
Jun. 30, 2013
2.75x Performance Restricted Shares [Member]
Apr. 24, 2013
Senior Notes [Member]
Jun. 30, 2013
Senior Notes [Member]
Prior to December 1, 2014 [Member]
Apr. 24, 2013
Initial Public Offering [Member]
Jun. 30, 2013
Initial Public Offering [Member]
Apr. 24, 2013
Initial Public Offering [Member]
Senior Notes [Member]
Apr. 24, 2013
Initial Public Offering [Member]
Term Loan B [Member]
Apr. 24, 2013
Initial Public Offering Over-Allotment [Member]
Apr. 24, 2013
Equity Offering [Member]
Senior Notes [Member]
Apr. 24, 2013
Equity Offering [Member]
Senior Notes [Member]
Prior to December 1, 2014 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock split description
 
 
On April 7, 2013, the Company's Board of Directors authorized an eight-for-one split of the Company's common stock which was effective on April 8, 2013. The Company's historical share and per share information has been retroactively adjusted to give effects to this stock split. 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock split conversion ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, par value
$ 0.01 
 
$ 0.01 
$ 0.01 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, shares authorized
1,000,000,000 
 
1,000,000,000 
1,000,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock, shares authorized
100,000,000 
 
100,000,000 
100,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock, par value
$ 0.01 
 
$ 0.01 
$ 0.01 
 
 
 
 
 
 
 
 
 
 
 
 
Shares of common stock issued through initial public offering, shares
 
 
 
 
 
 
 
 
 
10,000,000 
 
 
 
 
 
 
Shares offered and sold by the selling shareholders
 
 
 
 
 
 
 
 
 
19,900,000 
 
 
 
3,900,000 
 
 
Shares of common stock issued through initial public offering, per share
 
 
 
 
 
 
 
 
 
$ 27.00 
$ 27.00 
 
 
 
 
 
Net proceeds received from offering
 
 
$ 245,441 
 
 
 
 
 
 
$ 245,441 
 
 
 
 
 
 
Net proceeds received used to redeem 11% Senior Notes
 
 
 
 
 
 
 
 
 
 
 
140,000 
 
 
 
 
Senior Notes redemption aggregate price percentage
 
 
 
 
 
 
 
111.00% 
100.00% 
 
 
 
 
 
 
111.00% 
Senior Notes redemption terms
 
 
 
 
 
 
 
 
 
 
 
A provision in the indenture governing the Senior Notes that permits the Company to redeem up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offerings. 
 
 
 
 
Senior Notes redemption percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
35.00% 
 
Payment made to affiliate for termination of Advisory Agreement
 
 
 
 
 
 
 
 
 
46,300 
 
 
 
 
 
 
Net proceeds from offering
 
 
 
 
 
 
 
 
 
 
 
 
37,000 
 
 
 
Dividend declared to stockholders
 
500,000 
18,072 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash dividend declared
$ 0.20 
 
$ 0.20 
 
$ 6.07 
 
 
 
 
 
 
 
 
 
 
 
Dividend payable date
Jul. 01, 2013 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividend record date
Jun. 20, 2013 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash dividends payable
18,072 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends payable
$ 18,072 
 
$ 18,072 
 
$ 40,003 
$ 294 
$ 294