What changed in this filing

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Item 1. Business

2021-02-26 compared with 2020-02-27 · 185 added, 122 removed, 386 unchanged (44% of the section changed)

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Many of our theme parks showcase our one-of-a-kind zoological collection and feature a diverse array of both thrill and family-friendly rides, educational presentations, shows and/or other attractions with broad demographic appeal which deliver memorable experiences and a strong value proposition for our guests.

During 2019, we hosted approximately 22.6 million guests in our theme parks, generated total revenues of $1.40 billion and reported net income of $89.5 million.

We generate revenue primarily from selling admission to our theme parks and from purchases of food, merchandise and other items, primarily within our theme parks.

Theme park admissions accounted for approximately 57% of our total revenue, and food, merchandise and other revenue accounted for approximately 43% of our total revenue.

For more information concerning our results from operations, see the “ Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included elsewhere in this Annual Report on Form 10-K.

As one of the world’s foremost zoological organizations and a global leader in animal welfare, training, husbandry, veterinary care and marine animal rescue, we are committed to helping protect and preserve the environment and the natural world.

For more information, see the “—Our Culture and Social Responsibility” section included elsewhere in this Annual Report on Form 10-K.

Recent Developments

Legal Settlements

On February 11, 2020, we announced that we had entered into a settlement agreement with respect to a previously disclosed class action lawsuit commenced in 2014, captioned Baker v.

SeaWorld Entertainment, Inc ., et al., Case No.

14-CV-02129-MMA (AGS) (“Baker”).

The proposed settlement, which is subject to certain conditions, including court approval, requires us to pay $65.0 million for claims alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as the costs of administration and legal fees and expenses.

The proposed settlement does not include or constitute an admission, concession, or finding of any fault, liability, or wrongdoing by us or any defendant.

There can be no assurance that the proposed settlement agreement will be approved by the court.

In addition, on February 11, 2020, we announced that we had entered into a binding agreement for the settlement of a previously disclosed putative derivative lawsuit commenced in 2014, captioned Kistenmacher v.

Atchison, et al ., Civil Action No.

10437 (“Kistenmacher”), filed in the Court of Chancery of the State of Delaware.

Pursuant to the agreement, we received $12.5 million of insurance proceeds from our insurers which can be used for general corporate purposes and we will adopt certain corporate governance modifications.

The final settlement of the matter remains subject to a formal agreement and court approval.

There can be no assurance that the final settlement agreement will be executed or that such agreement will be approved by the court.

In connection with the above two settlements, we expect to make a payment of $65.0 million related to the Baker case which we intend to fund as follows:

(i) $32.9 million in insurance proceeds from our insurance carriers for the Baker case, (ii) $12.5 million of insurance proceeds from our insurance carriers related to the Kistenmacher case and (iii) $19.6 million from cash.

During the year ended December 31, 2019, we recorded $32.1 million of legal settlement charges, net of insurance recoveries, related to the Baker case, which is included in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss) included elsewhere in this Annual Report on Form 10-K.

Separately, in the first quarter of 2020, we expect to record a legal settlement gain of $12.5 million related to insurance proceeds received in the Kistenmacher case.

For more details, refer to Note 15–Commitments and Contingencies in our notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

On October 21, 2019, we announced that we will convert Aquatica San Diego into our second Sesame Place standalone park in the spring of 2021.

While construction began in the fall of 2019, it is not expected to impact Aquatica San Diego’s operating schedule for the 2020 operating season.

For more details, refer to Note 15–Commitments and Contingencies in our notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Impact of Global COVID-19 Pandemic

In response to the global COVID-19 pandemic, and in compliance with government restrictions, we temporarily closed all of our theme parks effective March 16, 2020.

Beginning in June 2020, we began the phased reopening of some of our parks with enhanced health, safety and sanitizing measures, capacity limitations, modified/limited operations, reduced hours and/or reduced operating days.

In particular, on June 6, our Aquatica water park in Texas reopened;

on June 11, all five of our Florida parks reopened;

on June 19, our SeaWorld park in Texas reopened;

on July 24, our Sesame Place park in Pennsylvania reopened;

on August 5, our Busch Gardens park in Virginia reopened and on August 28, our SeaWorld park in California reopened on a limited basis, following the State of California’s guidance for reopening zoos.

In compliance with revised state government restrictions issued late in the fourth quarter in California, we once again closed our SeaWorld park in California effective December 7, 2020.

Separately, we were unable to open our Aquatica water park in California and our Water Country USA water park in Virginia for the 2020 operating season.

Additionally, during the third quarter, the state of Virginia had a state mandated capacity restriction of 1,000 guests at a time which significantly restricted attendance for our Busch Gardens park in that state.

On October 29, 2020, the State of Virginia revised its theme park guidance and modified the methodology for calculating capacity at theme parks.

As a result, capacity at this park increased from 1,000 guests to approximately 4,000 guests at a time.

On February 1, 2021, in consultation with the State of Virginia, we increased capacity to approximately 6,000 guests at a time based on revisions to the methodology for calculating restricted capacity at theme parks.

On January 15, 2021, while our SeaWorld San Diego park remained closed, we introduced a limited time drive-through only experience for guests at this park.

Subsequently, based on updated state government guidance issued in January 2021, we have since reopened our SeaWorld park in California on February 6, 2021 on a limited basis, once again following the State of California’s guidance for reopening zoos.

In 2021, w e have also begun year-round operations at our SeaWorld park in Texas and have begun to operate on select days at both our Busch Gardens park in Virginia and our Sesame Place park in Pennsylvania.

These parks are now open primarily on the weekend and holidays during the winter season, weather permitting.

We continue to monitor guidance from, and engage with, federal, state and local authorities and may adjust our plans accordingly.

Since the COVID-19 pandemic began, we have taken proactive measures for the safety of our guests, employees and animals, to manage costs and expenditures, and to maximize liquidity in response to the temporary park closures and limited reopenings related to the COVID-19 pandemic.

Some of these measures included, but were not limited to:

(i) increased our revolving credit commitments on March 10th;

(ii) issued $227.5 million in first-priority senior secured notes and $500.0 million in second-priority senior secured notes to raise additional capital and further enhance available liquidity;

(iii) entered into amendments to our existing senior secured credit facilities to amend our financial covenants ;

(iv) initially furloughed approximately 95% of our employees upon closing all of our parks;

(v) obtained payroll tax credits and deferred certain social security payroll taxes under the CARES act;

(vi) temporarily reduced executive officers’ base salary by 20% through November 2020;

(vii) eliminated and/or deferred all non-essential operating expenses at all of our parks and corporate headquarters while the parks were closed and actively managing operating expenses;

(viii) eliminated substantially all advertising and marketing spend while the parks were closed and strategically managing marketing spend as parks reopened;

(ix) substantially reduced or deferred all capital expenditures starting in March 2020 (other than minimal essential capital expenditures) when the parks were closed and postponed the opening of rides that were still under construction and scheduled to open in 2020;

(x) worked with certain vendors and other business partners to manage, defer, and/or abate certain costs and payments and;

(xi) added additional levels of review and approval for payments and cash disbursements which remains in place.

Concurrent with the reopening of some of our parks , we began to prudently bring some employees back from furlough .

Some of our employees remain on furlough while others have been transitioned from a furloughed status to a permanent layoff .

The COVID-19 pandemic, resulting park closures and limited park reopenings have had, and are likely to continue to have, a material impact on our financial results.

See further discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included elsewhere in this Annual Report on Form 10-K.

Leadership Changes

On November 7, 2019, we announced that our Board of Directors (the “Board”) appointed Sergio (“Serge”) D.

Rivera to serve as our Chief Executive Officer (“CEO”).

In connection with the appointment of Mr.

Rivera as CEO, Marc G.

Swanson, who had been serving as our Interim Chief Executive Officer, resumed his previous role of Chief Financial Officer and Treasurer and Elizabeth C.

Gulacsy, who had been serving as our Interim Chief Financial Officer and Treasurer in addition to her role as our Chief Accounting Officer, ceased serving as our Interim Chief Financial Officer and Treasurer.

Gulacsy continues to serve as our Chief Accounting Officer.

Effective April 4, 2020, Sergio D.

Rivera resigned from his position of Chief Executive Officer and as a member of our Board.

As a result, the Board appointed Marc G.

Swanson, our Chief Financial Officer and Treasurer, to serve as Interim Chief Executive Officer and Elizabeth C.

Gulacsy, our Chief Accounting Officer, to serve as Interim Chief Financial Officer and Treasurer in addition to her role of Chief Accounting Officer.

Also on April 4, 2020, the Board appointed Walter Bogumil to serve as the Company’s Chief Operating Officer.

Rivera was not entitled to any severance benefits in connection with his departure and forfeited his outstanding equity awards.

The Board increased its size from eight to ten directors and elected Timothy J.

Hartnett and Kimberly K.

Schaefer to serve as directors of the Company on December 9, 2020.

Our Competitive Strengths

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Our portfolio includes theme parks ranked among the most highly attended in the industry, including three of the top 20 theme parks and four of the top 10 water parks in North America, as measured by attendance ( TEA/AECOM 2019 Report ).

We have over 650 attractions that appeal to guests of all ages, including 88 animal habitats, 114 programs and 204 rides.

Our combined theme park portfolio has over 650 attractions that appeal to guests of all ages, including 88 animal habitats, 114 programs and 204 rides.

In addition, we have over 350 restaurants, photo and specialty retail shops.

Our theme parks appeal to the entire family and offer a broad range of experiences, ranging from educational animal encounters and presentations, to thrilling rides and exciting shows.

In fact, we have won numerous awards and recognition as detailed in our theme park portfolio table located in the Our Theme Parks section which follows.

As a result of our distinctive offerings and experiences, our guest surveys routinely report very high “Overall Satisfaction” scores, with 96% of respondents in 2019 ranking their experience good or excellent.

In fact, we have won numerous awards and recognition.

See further details in our theme park portfolio table located in the Our Theme Parks section which follows.

Diversified Business Portfolio.

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We provide care for what we believe is one of the world’s largest zoological collections.

We believe we are attractively positioned in the industry due to our highly unique zoological collection and ability to present our animals in a differentiated and interactive manner.

We believe we are attractively positioned in the industry due to our highly unique zoological collection and ability to present our animals in a differentiated, interactive and educational manner.

Through opportunities to explore and interact with these amazing animals in our parks, each year we educate millions of guests with the goal of inspiring them to care and protect animals and their habitats in the wild.

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Proven and Experienced Management Team and Employees with Specialized Animal Expertise.

Our senior management team, currently led by Serge Rivera, Chief Executive Officer, have an average tenure of approximately 18 years in relevant industries.

Our senior management team, currently led by Marc Swanson , Interim Chief Executive Officer, have an average tenure of approximately 1 6 years in relevant industries.

The management team is comprised of highly skilled and dedicated professionals with wide ranging experience in theme park operations, zoological operations, product and business development, hospitality, finance and accounting.

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Significant Cash Flow Generation.

We believe that our disciplined approach to capital expenditures, cost management and working capital management enables us to generate significant annual operating cash flow, even in years of declining performance.

In addition, five of our 12 theme parks are open year-round, which helps reduce seasonal cash flow volatility.

We believe that our disciplined approach to capital expenditures, cost management and working capital management historically has enabled us to generate significant annual operating cash flow, even in years of declining performance.

In addition, typically five of our 12 theme parks are open year-round, which helps reduce seasonal cash flow volatility.

Due to the temporary park closures and limited reopenings as a result of the COVID-19 pandemic, our cash flow in 2020 was materially impacted.

We have taken significant actions to carefully manage our cash flow, reduce our costs and strengthen our liquidity as we navigate through this environment.

For more details, refer to the “— Impact of Global COVID-19 Pandemic ” section.

Care for Our Community and the Natural World.

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Our theme parks inspire and educate children and guests of all ages through experiences that are educational, fun and meaningful.

Additionally, our Sesame Place park was the first theme park in the world to have achieved the designation of Certified Autism Center from the International Board of Credentialing and Continuing Education Standards (the “IBCCES”) and we have subsequently achieved the designation for three more of our theme parks, SeaWorld Orlando, Aquatica Orlando and Discovery Cove.

In 2020, in response to the COVID-19 pandemic, we provided complimentary distance learning resources for students, teachers and parents to use as schools shifted to virtual classrooms.

These resources included standards-aligned classroom activities, teacher’s guides, videos, and animal information books.

By providing these distance learning resources, we were able to help families explore, discover, and stay connected virtually in a fun and inspiring environment even while our parks were temporarily closed.

We also partner with charities across the country whose values and missions are aligned with our own by providing financial support, in-kind resources, strategic guidance, and/or hands-on volunteer work.

For example, we are the primary supporter and corporate member of the SeaWorld & Busch Gardens Conservation Fund, a non-profit conservation foundation, which makes grants to wildlife research and conservation projects that protect wildlife and wild places worldwide.

For example, we are one of the primary supporters and a corporate member of the SeaWorld & Busch Gardens Conservation Fund, a non-profit conservation foundation, which makes grants to wildlife research and conservation projects that protect wildlife and wild places worldwide.

In addition, we operate one of the world’s most respected rescue programs for ill and injured marine animals, in collaboration with federal, state and local governments, and other members of accredited stranding networks, among others, with the goal of rehabilitating and returning them to the wild.

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We generally locate our theme parks in geographic clusters, which we believe improves our ability to serve guests by providing them with a varied, comprehensive vacation experience and valuable multi-park pricing packages, as well as improving our operating efficiency through shared overhead costs.

Our portfolio of branded theme parks includes the following names (see the theme park portfolio table which follows for more details on each of these parks and a summary of our recent awards and recognition):

SeaWorld is widely recognized as the leading marine-life theme park brand in the world.

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SeaWorld Orlando is a 279-acre theme park in Orlando, Florida, the world’s largest theme park destination, and is open year-round.

In 2019, SeaWorld Orlando opened Sesame Street Land , an immersive new land which includes kids wet and dry play areas, interactive experiences, fun family rides and a daily parade.

In 2019, SeaWorld Orlando opened Sesame Street Land , an immersive new land which includes kids wet and dry play areas, interactive experiences, fun family rides and a Sesame parade.

SeaWorld Orlando is also home to a number of thrilling and family-friendly rides including Infinity Falls , a river rapid ride which opened in 2018 and Mako, a high-speed hyper coaster which opened in 2016.

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SeaWorld San Antonio is one of the world’s largest marine-life theme parks, encompassing 397 acres in San Antonio, Texas.

In 2019, SeaWorld San Antonio opened Turtle Reef, a one-of-a-kind sea turtle attraction, Sea Swinger , a thrilling swing ride, and Riptide Rescue , a family-friendly spinner ride .

SeaWorld San Antonio is also home to a number of roller coasters including Wave Breaker:

The Rescue Coaster which opened in 2017.

In 2020, prior to the temporary park closure, SeaWorld San Antonio opened Texas StingRay, the tallest, fastest and longest wooden coaster in Texas and in 2019 opened Turtle Reef, a one-of-a-kind sea turtle attraction, Sea Swinger , a thrilling swing ride, and Riptide Rescue , a family-friendly spinner ride .

Busch Gardens.

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In 2019, Aquatica Orlando opened KareKare Curl, a family tube water ride and in 2018 the park opened Ray Rush , a thrilling family raft slide.

Aquatica Orlando is ranked #4 most attended water park in North America and #7 worldwide ( TEA/AECOM 2018 Report ) and is the first water park in the world to be designated a Certified Autism Center ( IBCCES, 2018 ).

Aquatica Orlando is ranked #4 most attended water park in North America and #8 worldwide ( TEA/AECOM 2019 Report ) and was the first water park in the world to be designated a Certified Autism Center ( IBCCES, 2019 ).

Aquatica San Antonio is an 18-acre water park located adjacent to SeaWorld San Antonio.

The water park features a variety of waterslides, rivers, lagoons, a large beach area and private cabanas.

In 2019, Aquatica San Antonio opened Ihu’s Breakaway Falls, a multi-drop tower slide.

In 2020, prior to the temporary park closure, Aquatica San Antonio opened Tonga Twister, a high energy body slide and in 2019, the park opened Ihu’s Breakaway Falls, a multi-drop tower slide.

Aquatica San Antonio is ranked #8 most attended water park in North America ( TEA/AECOM 2019 Report ).

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In October 2019, we announced we will convert Aquatica San Diego into our second Sesame Place standalone park in the spring of 2021.

For more details, refer to Note 15 – Commitments and Contingencies in our notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

While construction began in the fall of 2019, it was temporarily paused due to the COVID-19 pandemic.

We currently expect to open this park in 2022.

We were unable to open Aquatica San Diego for its 2020 operating season.

For more details, refer to the “— Impact of Global COVID-19 Pandemic ” section and Note 15 – Commitments and Contingencies in our notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Discovery Cove.

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Discovery Cove provides guests with a full day of activities, including the opportunity to interact with dolphins and sharks, snorkel with thousands of tropical fish, wade in a lush lagoon with stingrays and hand-feed birds in a free flight aviary.

Discovery Cove is the first all-inclusive day resort and animal interaction park in the U.S.

Discovery Cove was the first all-inclusive day resort and animal interaction park in the U.S.

to be designated a Certified Autism Center ( IBCCES, 2019 ).

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The theme park shares SeaWorld’s “education and learning through entertainment” philosophy and allows parents and children to experience Sesame Street together through whirling rides, water slides, colorful shows and furry friends.

During 2020, in response to the COVID-19 pandemic and to provide our guests with alternative options to enjoy our park, we introduced a new drive-through event on select nights.

See additional discussion concerning the license agreement with Sesame Workshop in the “— Intellectual Property ” section included elsewhere in this Annual Report on Form 10-K.

Sesame Place is the first theme park in the world to be designated as a Certified Autism Center ( IBCCES, 2018).

As mentioned above, Aquatica San Diego will be converted into our second Sesame Place standalone park in the spring of 2021.

As mentioned above, Aquatica San Diego will be converted into our second Sesame Place standalone park which is expected to open in 2022.

For more details, refer to Note 15 – Commitments and Contingencies in our notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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Water Country USA is ranked #6 most attended water park in North America ( TEA/AECOM 2019 Report ).

We were unable to open Water Country USA for the 2020 operating season.

See additional discussion relating to park closures in the “— Impact of Global COVID-19 Pandemic ” section included elsewhere in this Annual Report on Form 10-K.

Adventure Island.

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Adventure Island is ranked #7 most attended water park in North America ( TEA/AECOM 2019 Report ).

The following table summarizes our theme park portfolio and some of our recent awards and recognition for 2019 :

In 2020, prior to the temporary park closure, Adventure Island opened Solar Vortex, the first dual tailspin waterslide in North America.

The table which follows represents our theme park portfolio in 2019 and some of our recent awards and recognition.

Due the COVID-19 pandemic, temporary park closures and operational modifications/limitations upon reopening, the 2020 theme park portfolio was significantly impacted and is not reflective of a typical operating year;

therefore, the 2019 theme park portfolio is presented below.

Awards/Recognition

2019 Theme Park Portfolio

• Voted Orlando’s Best Theme Park from 2016 through 2019 ( Orlando Sentinel, 2016-2019)

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and the world ( TripAdvisor, 2019 )

• Features Sesame Street Land which was awarded the Best New Amusement Park Attraction for 2019 ( USA Today , 2020), Mako which ranked #15 top steel roller coaster in the world, Infinity Falls which ranked #4 Best Water Ride of 2019 and SeaWorld Christmas which ranked #4 Best Christmas Event of 2018 ( Amusement Today, 2019 )

• Features Sesame Street Land which was awarded the Best New Amusement Park Attraction for 2019 ( USA Today , 2020), Mako which ranked #2 Best Roller Coaster ( USA Today , 2020) and #15 top steel roller coaster in the world, Infinity Falls which ranked #4 Best Water Ride of 2019 and SeaWorld Christmas which ranked #4 Best Christmas Event of 2018 ( Amusement Today, 2019 )

• Awarded two International Association of Amusement Parks and Attractions (“IAAPA”) 2019 Brass Ring Awards ( IAAPA)

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• Ranked among top two amusement parks in the world 2013-2017 ( TripAdvisor, 2013-2017 )

• Ranked among top 5 for Nation’s Best Outdoor Waterpark in 2018 and 2019, including the #1 ranking in 2018 (USA Today, 2018, 2019)

• Voted Best Marine Mammal Park (Global Brands Magazine, 2020)

• Ranked among top 5 for Nation’s Best Outdoor Waterpark from 2018 through 2020, including the #1 ranking in 2018 (USA Today, 2018-2020)

• Voted Orlando’s Best Waterpark from 2016 through 2019 (Orlando Sentinel 2016-2019)

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( TripAdvisor, 2019 )

• Features Ray Rush, which ranked #4 Best Water Park Ride of 2019 ( Amusement Today, 2019 )

• Ranked among top four Best Marine Life/Wildlife Park of 2019 and features three of the world’s top 50 steel roller coasters:

Montu, Cheetah Hunt and Kumba ( Amusement Today, 2019 )

• Features Ray Rush, ranked #4 Best Water Park Ride of 2019 ( Amusement Today, 2019 )

• Ranked #5 for the Best Amusement Park for 2020 and features Falcon’s Fury which ranked #1 Best Non-Roller Coaster ride for 2020, Montu which ranked in the top 10 for Best Roller Coaster for 2020, Tigris which ranked #3 Best New Amusement Park Attraction for 2019, Turn It Up!

Show which ranked among top 5 Best Amusement Park Entertainment for 2019 and 2020 and Christmas Town which ranked #6 Best Theme Park Holiday Event ( USA Today, 2019-2020)

• Ranked among top four Best Marine Life/Wildlife Park of 2019 and features 3 of the world’s top 50 steel roller coasters ( Amusement Today, 2019 )

• Ranked among top 25 amusement parks in the U.S.

( TripAdvisor, 2019-2020 )

• Features Tigris which ranked #3 Best New Amusement Park Attraction for 2019, Turn It Up!

Show which ranked #3 Best Amusement Park Entertainment for 2019 and Christmas Town which ranked #6 Best Theme Park Holiday Event ( USA Today, 2019-2020)

• Ranked #9 for the Best Outdoor Waterpark ( USA Today, 2019 )

• Ranked #8 and #9 for the Best Outdoor Waterpark in 2020 and 2019, respectively ( USA Today, 2019-2020 )

San Diego, CA

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• Awarded three IAAPA 2018 Brass Ring Awards and one in 2017 ( IAAPA )

• Located in Chula Vista, California, will be converted into our second Sesame Place standalone park in the spring of 2021

• Located in Chula Vista, California, is expected to be converted into our second Sesame Place standalone park in 2022

• Features Texas Stingray which was ranked #5 Best New Amusement Park Attraction for 2020 and Turtle Reef which was ranked #6 Best New Amusement Park Attraction for 2019 ( USA Today , 2020-2021)

• Ranked among top four Best Marine Life Parks from 2006 through 2018 ( Amusement Today, 2006-2018 )

• Features Turtle Reef which was ranked #6 Best New Amusement Park Attraction for 2019 ( USA Today , 2020)

• Ranked among top 15 water parks in the U.S.

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Williamsburg,

• Ranked #3 for the Best Amusement Park for 2020 and features the Celtic Fyre show which was awarded the Best Amusement Park Entertainment for 2018 through 2020 and Christmas Town which ranked #8 Best Theme Park Holiday Event ( USA Today, 2018-2020 )

• Ranked among top 25 amusement parks in the U.S.

( TripAdvisor, 2019-2020 )

• Named the World’s Most Beautiful Amusement Park for 29 consecutive years ( National Amusement Park Historical Association, 2019 ) and awarded Most Beautiful Park/Best Landscaping each year since the category’s inception in 1998 ( Amusement Today, 1998-2019 )

• Features the Celtic Fyre show which was awarded the Best Amusement Park Entertainment for 2018 and 2019 and Christmas Town which ranked #8 Best Theme Park Holiday Event ( USA Today, 2018-2019 )

• Features one of the world’s top 50 wood roller coasters, Invadr, and three of the world’s top 50 steel roller coasters, led by Apollo’s Chariot , the #8 rated steel roller coaster in the world ( Amusement Today, 2019 )

• Named the World’s Most Beautiful Amusement Park for 30 consecutive years ( National Amusement Park Historical Association, 2020 )

• Awarded Most Beautiful Park/Best Landscaping each year since the category’s inception in 1998 and features one of the world’s top 50 wood roller coasters, Invadr, and three of the world’s top 50 steel roller coasters, led by Apollo’s Chariot , the #8 rated steel roller coaster in the world ( Amusement Today, 1998- 2019 )

• Ranked #5 for the Best Outdoor Waterpark ( USA Today, 2020 )

• Ranked among top 25 water parks in the U.S.

and among top 25 water parks in the world ( TripAdvisor 2019 )

( TripAdvisor 2019-2020 )

• Features the Cutback Water Coaster ride which was awarded the Best New Water Park Ride of 2019 ( Amusement Today, 2019 )

Langhorne, PA

• Ranked #2 Best Family Park of 2019 ( Amusement Today, 2019 )

• Features Oscar’s Wacky Taxi which was ranked among the top 5 Best New Rides of 2018 ( Amusement Today, 2018 )

• Ranked #2 Best Family Park of 2019 ( Amusement Today, 2019 ) and features Oscar’s Wacky Taxi, ranked among the top 5 Best New Rides of 2018 ( Amusement Today, 2018 )

• First theme park in the world to be designated as a Certified Autism Center ( IBCCES, 2018 )

This water park was acquired renovated, rebranded, and relaunched as Aquatica San Diego in June 2013.

In 2022, this park is expected to be converted to the second Sesame Place standalone park.

Prior to 2016, Aquatica San Antonio was included in admission for SeaWorld San Antonio and did not have a separate gate.

In 2016, Aquatica San Antonio was converted into a stand-alone, separate admission park that guests can access through an independent gate.

The 2019 theme park portfolio represents animal habitats, rides, shows and other offerings which were available to guests in 2019.

Due the COVID-19 temporary park closures and operational modifications/limitations upon reopening, the 2020 theme park portfolio was significantly impacted and is not reflective of a typical operating year;

therefore, the 2019 theme park portfolio is presented above.

Represents animal habitats without a ride or show element, often adjacent to a similarly themed attraction.

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and pure play areas, typically designed for children or seasonal special events, often without a queue (such as water splash areas or Halloween mazes).

This water park was acquired renovated, rebranded and relaunched as Aquatica San Diego in June 2013.

In spring of 2021, this park will be converted to the second Sesame Place standalone park.

Prior to 2016, Aquatica San Antonio was included in admission for SeaWorld San Antonio and did not have a separate gate.

In 2016, Aquatica San Antonio was converted into a stand-alone, separate admission park that guests can access through an independent gate.

Due to the government restrictions related to the COVID-19 pandemic, Aquatica San Diego and Water Country USA were unable to open for the 2020 operating season.

The total number of animal habitats, rides, shows, presentations, events, distinctive experiences and play areas in our theme park portfolio varies seasonally.

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Maintaining and improving our theme parks, as well as opening new attractions, is critical to remain competitive, grow revenue and increase our guests’ length of stay.

During 2020, we plan to introduce what we believe is the strongest line up of new rides and attractions in our history, including many one-of-a-kind, world-class rides.

Almost every park will get a new ride, slide or attraction, including 5 of the 10 most anticipated roller coasters of 2020 ( USA Today, 2020 ).

Some of the new rides and attractions planned for 2020 include:

We previously announced a strong lineup of attractions which were scheduled to open in 2020 including 5 of the 10 most anticipated roller coasters of 2020 ( USA Today, 2020 ).

In order to manage costs and expenditures and to maximize liquidity in response to the temporary park closures and limited reopenings related to the COVID-19 pandemic, we substantially reduced or deferred all capital expenditures starting in March 2020 (other than minimal essential capital expenditures) when the parks were closed and postponed the opening of certain rides that were still under construction and scheduled to open in 2020.

We were able to open certain new attractions in 2020 prior to the park closures including our award-winning Texas Stingray coaster at SeaWorld San Antonio .

We are currently assessing the opening timelines for our new rides and attractions in light of capacity restrictions in place and may adjust our plans accordingly.

We expect to open the following new rides and attractions in our parks:

Ice Breaker (SeaWorld Orlando):

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After climbing more than 150 feet, the coaster car will dangle at a 45-degree angle before plunging into a 143-foot vertical drop that will accelerate riders to more than 60 miles per hour.

Texas Stingray (SeaWorld San Antonio):

The tallest, fastest and longest wooden coaster in Texas and will feature a drop of 100 feet, a top speed of 55 miles per hour, and over 16 airtime hills.

Iron Gwazi (Busch Gardens Tampa Bay):

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The first dueling pipeline slide in the state of Florida that will send riders racing through nearly 650 feet of slide all while navigating tight turns and accelerations alongside their opponents.

Solar Vortex (Adventure Island):

The first dual tailspin waterslide in North America.

This family raft slide combines high-banking rotations and rapid descents sending sliders on a swirling journey through two open tailspin features.

Tonga Twister (Aquatica San Antonio):

The first of its kind in Texas, guests will enjoy two thrilling body slides, with 350 feet of twisting and turning through tubes with special effect lighting patterns and high-energy music, giving riders an electrifying light and sound show.

Aquazoid “Supercharged” (Water Country USA):

Aquazoid Amped (Water Country USA):

The first of its kind in Virginia, this new water slide experience will take guests in rafts through 59 fully enclosed color changing rings with dynamic sound spread over 219 feet of slide, providing a new thrill each time you ride .

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Ride Conservation Partnerships

We are pleased to announce partnerships with the following conservation organizations in conjunction with our new 2020 ride line-up:

We are pleased to announce partnerships with the following conservation organizations in conjunction with our new and planned rides, including:

the Alaska SeaLife Center on our new Ice Breaker ride which will highlight animal rescue and climate change in the Arctic region;

Penguins International on our new Emperor ride which will focus on penguin awareness and conservation;

the Harte Research Center at Texas A&M on our new Texas Stingray ride which will focus on habitat protection in the Gulf of Mexico;

the Harte Research Center at Texas A&M on our new Texas Stingray ride which focuses on habitat protection in the Gulf of Mexico;

and the Wilderness Foundation Africa on our new Iron Gwazi ride which will highlight the plight of endangered African wildlife.

Maintenance and Inspection

Safety, Maintenance and Inspection

Safety is of utmost importance to us.

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Rides and attractions maintenance represents all functions dedicated to the inspection, upkeep, repair and testing of guest experiences, particularly rides.

Rides and attractions maintenance is also staffed with a combination of external suppliers, inspectors and our employees, who work to assure that ride experiences are operating within the manufacturer’s criteria and that maintenance is conducted according to internal standards, industry best practice and standards (such as ASTM International, formerly known as the American Society for Testing and Materials), state or jurisdictional requirements, as well as the ride designer or manufacturer’s specifications.

Rides and attractions maintenance is also staffed with a combination of external suppliers, inspectors, and our employees, who work to assure that ride experiences are operating within, and that maintenance is conducted according to, the manufacturer’s criteria, internal standards, industry best practice and standards (such as ASTM International, formerly known as the American Society for Testing and Materials), state or jurisdictional requirements, as well as the ride designer or manufacturer’s specifications.

All ride maintenance personnel are trained to perform their duties according to internal training processes, in addition to recognized industry certification programs for maintenance leadership.

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A networked enterprise software system is used to plan and track various maintenance activities, in order to schedule and request work, track completion progress and manage costs of parts and materials.

In addition to our day-to-day maintenance and inspection practices for the existing rides in our parks, before new rides are introduced to our guests, an extensive review of the ride, from design through installation, is conducted by the ride manufacturer, internal technical and operational experts, local authorities, as well as competent third party inspectors and engineers.

Additionally, all new rides are analyzed according to a standardized, internal evaluation and acceptance process, which reviews, among other things, that the new ride operates safely and as intended, that the associated site and facility requirements for the ride operation are met, that the appropriate training of our employees is conducted, and that operational and maintenance procedures are documented.

Our Culture and Social Responsibility

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Our commitment to these animals includes applying world-class standards of care, while striving to provide habitats that promote the health of the animals.

During our temporary park closures due to the COVID-19 pandemic, essential personnel, including our animal care experts, continued to provide for the health, safety, and nutritional needs of all of the animals in our care.

Our animal care team is among the most experienced and qualified in the world, making SeaWorld a global leader in animal welfare, husbandry, enrichment, and veterinary care.

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For example, our continued work to define the clinically normal, healthy ranges for key measures in marine animals in our parks has helped to establish and refine the standards used by many veterinarians to assess both wild and managed marine species.

This ongoing research also includes defining the basic biology and physiology of animals in our collection.

This ongoing research also includes defining the basic biology and physiology of animals in our population.

The combined results of these continued research efforts have provided and will continue to provide essential information and tools to help formulate plans to protect species in their natural habitats.

We are also a leader in animal rescue.

During the time we closed our parks in response to the COVID-19 pandemic, our animal rescue and rehabilitation operations continued to operate to help wildlife in need.

Over the last five decades, through December 31, 2020, we have helped more than 38,000 ill, injured, orphaned or abandoned wild animals in need of our expert care.

Working in partnership with state, local and federal agencies, our rescue teams are on call 24 hours a day, seven days a week, 365 days a year.

Working in partnership with state, local and federal agencies, our rescue teams are on call 24 hours a day, seven days a week, 365 days a year, including during our temporary park closures.

Our commitment to animals also extends beyond our theme parks and throughout the world.

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For example, in 2019, we replaced polystyrene foam dinnerware products with products made from 100% recycled materials at all of our parks.

Also, in 2018, we removed all single use plastic drinking straws and shopping bags.

We also have extensive recycling infrastructure in place in all our parks and actively encourage our guests to participate.

We also have removed all single use plastic drinking straws and shopping bags, have an extensive recycling infrastructure in place in all our parks and actively encourage our guests to recycle.

Several of our parks have been externally recognized for their recycling programs.

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We have established a Responsible Food Sourcing Policy, which outlines our commitment to partner with food suppliers that deliver products that meet or exceed sustainable, healthy and humane food standards.

For example, our parks have converted to 100% cage-free eggs.

We have also made a variety of commitments related to the sourcing of particular products.

For example, in 2017, we achieved our goal of converting to 100% cage-free eggs.

We have also set a goal of purchasing from suppliers that have announced a commitment and published targets to convert to group-housed humane farming.

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As part of these efforts, in 2019, we added a sustainable, plant-based burger to our menus at all of our parks.

We have also taken additional steps, where possible, to identify and partner with brands and products in our parks which share our commitment to giving back to communities, animals, and / or our broader environment.

Human Capital Management

We have a diverse and mission-driven team of employee Ambassadors.

Our team makes it possible each day to provide our guests with experiences that matter and to inspire them to protect animals and the wild wonders of our world.

As of December 31, 2020, we employed approximately 2,300 full-time employees and approximately 8,200 part-time and seasonal employees.

During our peak operating season in 2020, we employed additional part-time and seasonal employees, including high school and college students.

Due to the temporary park closures and limited reopenings related to the COVID-19 pandemic, the number of employees and the mix of employees in 2020 was impacted as parks are operating with limited capacity and limited operating days and/or hours.

None of our employees are covered by a collective bargaining agreement.

Our focus on recruiting and developing diverse talent has resulted in a management team that is approximately 50% female and 40% of a minority ethnicity.

Similarly, our overall workforce is 53% women and 50% of a minority ethnicity.

We don’t simply view diversity as a target, but rather a continual commitment to focus on creating the best and most inclusive workplace possible by recognizing and celebrating our unique backgrounds.

We strive to provide our Ambassadors with a competitive compensation package using market data including comprehensive benefits.

We provide market-competitive benefits including health, dental, vision, disability, life insurance, retirement, paid time-off, complimentary tickets and various other benefits.

In response to the unprecedented COVID-19 pandemic and for the safety of our Ambassadors, we implemented new procedures which included remote work places when possible, social distancing, daily temperature checks, COVID-19 specific training and contact tracing to help protect our employees from the spread of the virus.

Safety is not just important as it relates to the COVID-19 pandemic.

We provide training and require certifications for certain positions.

We routinely review all procedures and safety requirements to promote a safe working environment for our Ambassadors, guests and animals.

We believe that working for our Company is more than a job – it is a commitment to the protection of animals and the wild wonders of our world, while also providing a fun and meaningful experience for our guests that will be remembered long after they leave our parks.

We create memories that matter.

Our human capital programs, policies, and initiatives will continue to reinforce this belief in the years ahead.

Our Products and Services

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We generate most of our revenue from selling admission to our theme parks.

For the year ended December 31, 2019, theme park admissions accounted for approximately 57% of our total revenue.

We engage with travel agents, ticket resellers and travel agencies, and directly with our guests through our websites and social media, to promote advanced ticket sales and provide guest convenience and ease of entry.

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We utilize demand-based pricing for select peak time periods at some of our parks, advance purchase discounts to encourage early commitment, and seasonal pricing models to drive demand in non-peak time periods.

Additionally, in 2020, we introduced an online reservation system to help manage capacity and we are managing the number of operating days, operating hours and staffing needs by park to optimize cash flow.

Culinary Offerings

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Our all-day-dining program delivers convenience and value to our guests with numerous restaurant choices for one price.

Designed specifically for our pass members, our parks now also offer an all-season-dining program, which allows our guests to enjoy up to two meals every day all season long.

We also offer creative immersive dining experiences that allow guests to dine up-close with our animals and characters.

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In addition, we have expanded our brand appeal through strategic alliances with well-known external brands, including Sesame Street.

Beginning in 2016, we incorporated Rudolph the Red-Nosed Reindeer™ and other well-known characters into five of our park holiday programs under a license agreement with Character Arts, LLC, which currently runs through January 2024.

We host a variety of different group events and meetings at our theme parks, both during the day and at night.

We have also incorporated Rudolph the Red-Nosed Reindeer™ and other well-known characters into five of our park holiday programs under a license agreement with Character Arts, LLC, which currently runs through January 2024.

At times we host a variety of different group events and meetings at our theme parks, both during the day and at night.

Our parks provide a wide variety of unique venues, backdrops and products for groups and include venues such as the icy walls of Antarctica, concert ready stadiums, outdoor pavilions, animal habitats and fully air-conditioned ballrooms.

Our special group ticket packages and offerings appeal to specialty markets such as youth, sports, social (e.g.

family reunions) and fraternal groups (e.g.

scouts), as well as corporate groups seeking to recognize and reward their employees.

Park buy-outs allow groups to enjoy exclusive itineraries, including meetings, educational presentations and shows, up-close encounters with animals and behind-the-scenes tours.

family reunions) and fraternal groups, as well as corporate groups seeking to recognize and reward their employees.

Park buy-outs have historically allowed groups to enjoy exclusive itineraries, including meetings, educational presentations and shows, up-close encounters with animals and behind-the-scenes tours.

Our group facilities are available year-round and fully customizable as they can be built around any of the park’s special events, educational presentations, inspirational shows, or one-of-a-kind attractions.

Each of our theme parks offers attractive venues, such as SeaWorld Orlando’s Ports of Call, a 70,000 square foot dedicated special events complex and banquet facility that includes a ballroom, a collection of four outdoor pavilions and a courtyard in Orlando, or a fully enclosed and air-conditioned pavilion in Tampa.

As a result of the COVID-19 pandemic and the related impacts on the travel industry, group events in 2020 were impacted.

See the “— Impact of Global COVID-19 Pandemic ” and “Risk Factors ” sections included elsewhere in this Annual Report on Form 10-K for further discussion of the adverse impacts of the COVID-19 pandemic on our business and financial performance.

Corporate Sponsorships and Strategic Alliances

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Also see additional discussion concerning our conservation partnerships, such as Guy Harvey, in the “ —Conservation and Community Relations” section included elsewhere in this Annual Report on Form 10-K.

The theme park industry is seasonal in nature.

Historically, we generate the highest revenues in the second and third quarters of each year, in part because seven of our theme parks are only open for a portion of the year.

Approximately two-thirds of our attendance and revenues are generated in the second and third quarters of the year and we typically incur a net loss in the first and fourth quarters.

The percent mix of revenues by quarter is relatively constant each year, but revenues can shift between the first and second quarters due to the timing of Easter and spring break holidays and between the first and fourth quarters due to the timing of holiday breaks around Christmas and New Year.

Even for our five theme parks open year-round, attendance patterns have significant seasonality, driven by holidays, school vacations and weather conditions.

Our Guests and Customers

See the seasonality discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included elsewhere in this Annual Report on Form 10-K.

Our Markets, Guests and Customers

Our theme parks are entertainment venues with broad demographic appeal and are located near a number of large metropolitan areas, including 6 of the 10 most populous metropolitan areas in the United States and 8 of the top 25 Best Destinations in the United States (U.S.

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TripAdvisor, 2020) .

Additionally, because our theme parks are divided between regional and destination theme parks, our guests include local visitors, non-local domestic visitors and international visitors.

Additionally, because our theme parks are divided between regional and destination theme parks, historically our guests have included local visitors, non-local domestic visitors and international visitors.

As a result of the COVID-19 pandemic and the related impacts, travel from domestic and international markets were impacted in 2020.

See the “— Impact of Global COVID-19 Pandemic ” and “Risk Factors ” sections included elsewhere in this Annual Report on Form 10-K for further discussion.

Intellectual Property

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On October 21, 2019, we announced that we will open our second Sesame Place theme park at the site of the current Aquatica San Diego in the spring of 2021.

While construction began in the fall of 2019, it was temporarily paused due to the COVID-19 pandemic.

We currently expect to open this park in 2022.

After the opening of Sesame Place San Diego, we will have the option to build additional Sesame Place theme parks in the Sesame Territory.

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As part of this partnership, we are providing certain services pertaining to the planning and design of the Middle East Project, with funding received from our partner in the Middle East expected to offset our internal expenses.

The Middle East Project is at an advanced stage of design and SeaWorld Abu Dhabi is on track to finish construction in 2022.

The Middle East Project is subject to various conditions, including, but not limited to, the parties completing the design development and there is no assurance that the Middle East Project will be completed or advance to the next stage .

In March 2017, we entered into a Park Exclusivity and Concept Design Agreement (the “ECDA”) and a Center Concept & Preliminary Design Support Agreement (the “CDSA”) with an affiliate of Zhonghong Zhuoye Group Co., Ltd., (“ZHG Group”) to provide design, support and advisory services for various potential projects and granting exclusive rights in China, Taiwan, Hong Kong and Macau (the “Territory”).

In April 2019, we terminated the ZHG Agreements for non-payment of undisputed amounts owed.

See Note 17–Related Party Transactions to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.

Construction for the Middle East Project is on track and scheduled to be completed by the end of 2022.

For a discussion of certain risks associated with our international development strategy, including the Middle East Project, see the “ Risk Factors ” section included elsewhere in this Annual Report on Form 10-K, including “ Risks Related to Our Business and Our Industry—We may not realize the benefits of developments, restructurings, acquisitions or other strategic initiatives .”

We believe that the theme park industry is an attractive sector characterized by a proven business model that generates significant cash flow and has avenues for growth.

In 2020, the COVID-19 pandemic severely impacted the theme park industry causing complete shutdowns or extended periods of closure.

Some theme parks have chosen to partially reopen with capacity limitations and enhanced safety protocols, which have allowed them to resume operations but with lower levels of attendance.

With the widespread introduction and reception of vaccines to fight COVID-19, we believe the industry will eventually return to its pre-COVID-19 levels of significant cash flow generation and growth.

We believe that the theme park industry is an attractive sector characterized by a proven business model that over the long-term generates significant cash flow and has avenues for growth.

Theme parks offer a strong consumer value proposition, particularly when compared to other forms of out-of-home entertainment such as concerts, sporting events, cruises and movies.

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The Orlando theme park market is extremely competitive, with a high concentration of theme parks operated by several companies.

Competition is based on multiple factors including location, price, the originality and perceived quality of the rides and attractions, the atmosphere and cleanliness of the theme park, the quality of food and entertainment, weather conditions, ease of travel to the theme park (including direct flights by major airlines), and availability and cost of transportation to a theme park.

We believe we can compete effectively, due to our strong brand recognition, unique and extensive zoological collection, diversity of product offerings and locations, targeted capital investments and valuable real estate.

Competition is based on multiple factors including location, price, the originality and perceived quality of the rides and attractions, the atmosphere and cleanliness of the theme park, the quality of food and entertainment, weather conditions, ease of travel to the theme park (including direct flights by major airlines), availability and cost of transportation to a theme park, industry best practices and perceptions as to safety.

As a result of the COVID-19 pandemic, we believe the level of attendance at theme parks has been and will continue to be impacted by public concerns over the COVID-19 pandemic, the number of reported local cases of COVID-19, travel restrictions, federal, state and local regulations related to public places, limits on social gatherings and overall public safety sentiment.

Additionally, we believe that our theme parks feature a sufficient quality and variety of rides and attractions, educational and interactive experiences, merchandise locations, restaurants and family orientation to make them highly competitive with other destination and regional theme parks, as well as other forms of entertainment.

As of December 31, 2019, we employed approximately 4,300 full-time employees and approximately 11,000 part-time employees.

During our peak operating season in 2019, we employed approximately 3,900 additional seasonal employees, many of whom are high school and college students.

None of our employees are covered by a collective bargaining agreement, and we consider our employee relations to be good.

Approximately half of our leaders are women and 44% are minorities, a demonstration of our commitment to create an inclusive workplace.

Our operations are subject to a variety of federal, state and local laws, regulations and ordinances including, but not limited to, those regulating the environment, display, possession and care of our animals, amusement park rides, building and construction, health and safety, labor and employment, workplace safety, zoning and land use and alcoholic beverage and food service.

As a result of the COVID-19 pandemic, we have had to comply with rapidly changing local, state and federal rules, orders and regulations.

Key statutes and treaties relating to the display, possession and care of our zoological collection include the Endangered Species Act, Marine Mammal Protection Act, Animal Welfare Act, Convention on International Trade in Endangered Species and Fauna Protection Act and the Lacey Act.

We must also comply with the Migratory Bird Treaty Act, Bald and Golden Eagle Protection Act, Wild Bird Conservation Act and National Environmental Policy Act, among other laws and regulations.

We believe that we are in substantial compliance with applicable laws, regulations and ordinances;

We believe that we are in compliance with applicable laws, regulations and ordinances;

however, such requirements may change over time, and there can be no assurance that new requirements, changes in enforcement policies or newly discovered conditions relating to our properties or operations will not require significant expenditures in the future.

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The full impact of the Proposed APHIS Regulations on our business will not be known until the Proposed APHIS Regulations are finalized.

On November 20, 2019, the Federal Register published the latest Unified Agenda of Federal Regulatory and Deregulatory Actions.

The Proposed APHIS Regulations were not listed as priority APHIS matters indicating that the agency did not plan any further action at that time on the matter.

These Proposed APHIS Regulations were not listed as a priority for APHIS indicating that the agency did not plan any further action at that time on the matter.

However, there can be no assurance that APHIS will not propose or enact regulations that could materially impact the Company in the future.

In December 2020, the Office of Information and Regulatory Affairs released its latest Semiannual Unified Agenda of Federal Regulatory and Deregulatory Actions for Fall 2020 (the “Fall 2020 Unified Agenda”).

APHIS did include on the Fall 2020 Unified Agenda a notice that it was planning to release a Notice of Proposed Rulemaking in or around June 2021 related to contingency plans for the handling of animals.

This rulemaking would amend Animal Welfare Act regulations to add requirements for contingency planning and training of personnel by research facilities and by dealers, exhibitors, intermediate handlers, and carriers.

APHIS says this action would heighten the awareness of licensees and registrants regarding their responsibilities and help ensure a timely and appropriate response should an emergency or disaster occur.

Likewise, the full impact of these Proposed APHIS Regulations on our business will not be known until the Proposed APHIS Regulations are released.

For a discussion of certain risks associated with federal and state regulations governing the treatment of animals, see the “ Risk Factors ” section included elsewhere in this Annual Report on Form 10-K, including “ Risks Related to Our Business and Our Industry—We are subject to complex federal and state regulations governing the treatment of animals, which can change, and to claims and lawsuits by activist groups before government regulators and in the courts.

We face a rapidly changing regulatory environment across our business, including responses to COVID-19, wages and hour regulations, employee health and benefit requirement and the policy agenda of the new U.S.

President and his administration to name a few.

For more detailed discussion, see the “Impact of Global COVID-19 Pandemic” section and the following under the “Risk Factors” section included elsewhere in this Annual Report on Form 10-K, “ The COVID-19 pandemic has disrupted our business and will adversely affect our results of operations and various other factors beyond our control could materially adversely affect our financial condition and results of operations;

Increased labor costs and employee health and welfare benefits may negatively impact our operations;

and The policies of the recently elected U.S.

President and his administration or any changes to tax laws may result in a material adverse effect on our business, cash flow, results of operations or financial condition and may impact our ability to use our net operating loss carryforwards.”

We maintain insurance of the type and in the amounts that we believe to be commercially reasonable for businesses in our industry.

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We generally renegotiate our insurance policies on an annual basis.

We cannot predict the amounts of premium cost that we may be required to pay for future insurance coverage, the level of any deductibles/self-insured retentions or co-insurance we may retain applicable thereto, the level of aggregate excess coverage available, the availability of coverage for special or specific risks or whether the amount of insurance will be sufficient to cover all actual perils that may occur.

available, the availability of coverage for special or specific risks or whether the amount of insurance will be sufficient to cover all actual perils that may occur.

For example, we expect that most of our losses related to the impacts of the COVID -19 pandemic will not be covered by insurance available to us and /or insurers may contest coverage .

Corporate History

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We completed our initial public offering (the “IPO”) in April 2013 and our common stock is listed on the New York Stock Exchange under the symbol “SEAS”.

On May 8, 2017, an affiliate of ZHG Group, Sun Wise (UK) Co., LTD (“ZHG”) acquired approximately 21% of the then outstanding shares of our common stock from certain affiliates of Blackstone (the “Seller”), pursuant to a Stock Purchase Agreement between ZHG and the Seller (the “Stock Purchase Agreement”).

On May 8, 2017, an affiliate of ZHG Group, Sun Wise (UK) Co., LTD.

(“ZHG”) acquired approximately 21% of the then outstanding shares of our common stock from certain affiliates of Blackstone (the “Seller”), pursuant to a Stock Purchase Agreement between ZHG and the Seller (the “Stock Purchase Agreement”).

ZHG pledged such shares in connection with certain loan obligations of ZHG (the “Pledged Shares”).

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What changed 10-K

Item 1. Business