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Item 1A. Risk Factors

2021-02-26 compared with 2020-02-27 · 210 added, 104 removed, 414 unchanged (43% of the section changed)

Risk Factor Summary

We are providing the following summary of the risk factors contained in our Form 10-K to enhance the readability and accessibility of our risk factor disclosures.

We encourage our stockholders to carefully review the full risk factors contained in this Form 10-K in their entirety for additional information regarding the risks and uncertainties that could cause our actual results to vary materially from recent results or from our anticipated future results.

Risks Related to Our Business and Our Industry

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.

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 are subject to scrutiny by activist and other third-party groups and/or media who can pressure governmental agencies, vendors, partners, and/or regulators, bring action in the courts or create negative publicity about us.

Various factors beyond our control could adversely affect attendance and guest spending patterns at our theme parks.

Incidents or adverse publicity concerning our theme parks, the theme park industry or zoological facilities generally could harm our brands or reputation as well as negatively impact our revenues and profitability.

We could be adversely affected by a decline in discretionary consumer spending or consumer confidence.

A significant portion of our revenues are historically generated in the States of Florida, California and Virginia.

Any risks affecting such markets, such as natural disasters, severe weather and travel-related disruptions or incidents, may materially adversely affect our business, financial condition and results of operations.

Our operating results are subject to seasonal fluctuations.

Because we operate in a competitive industry, our revenues, profits or market share could be harmed if we are unable to compete effectively.

Featuring animals at our theme parks involves risks.

Animals in our care are important to our theme parks, and they could be exposed to infectious diseases.

The high fixed cost structure of theme park operations can result in significantly lower margins if revenues decline.

Changes in consumer tastes and preferences for entertainment and consumer products could reduce demand for our entertainment offerings and products and adversely affect the profitability of our business.

Cyber security risks and the failure to maintain the integrity of internal or guest data could result in damages to our reputation, the disruption of operations and/or subject us to costs, fines or lawsuits.

Technology interruptions or failures that impair access to our websites or information technology systems could adversely affect our business or operations.

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

Our growth strategy may not achieve the anticipated results.

We may not be able to fund theme park capital expenditures and investment in future attractions and projects.

Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved in the normal course of our business could reduce our profits or limit our ability to operate our business.

Our intellectual property rights are valuable, and any inability to protect them could adversely affect our business.

We may be subject to claims for infringing the intellectual property rights of others, which could be costly and result in the loss of significant intellectual property rights.

If we lose licenses and permits required to exhibit animals and/or violate laws and regulations, our business will be adversely affected.

If we lose key personnel, our business may be adversely affected.

Unionization activities or labor disputes may disrupt our operations and affect our profitability.

Our business depends on our ability to meet our workforce needs.

We may not realize the benefits of developments, restructurings, acquisitions or other strategic initiatives and we may incur significant costs associated with such activities.

If we are unable to maintain certain commercial licenses, our business, reputation and brand could be adversely affected.

Our existing debt agreements contain, and future debt agreements may contain, restrictions that may limit our flexibility in operating our business.

Changes to, or the elimination of, LIBOR may adversely affect interest expense related to our indebtedness.

Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets.

Our leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under our indebtedness.

Our insurance coverage may not be adequate to cover all possible losses that we could suffer, and our insurance costs may increase.

We may be unable to purchase or contract with third-party manufacturers for our theme park rides and attractions, or construction delays may occur and impact attraction openings.

Our operations and our ownership of property subject us to environmental requirements, and to environmental expenditures and liabilities.

Delays, restrictions, or inability to obtain or maintain permits for capital investments could impair our business.

Financial distress experienced by our strategic partners or other counterparties could have an adverse impact on us.

Goodwill and other identifiable intangible assets represent a significant portion of our total assets, and we may never realize the full value of our intangible assets.

Changes to tax laws may result in a material adverse effect on our business, cash flow, results of operations or financial condition.

Tariffs or other trade restrictions could adversely impact our business, financial condition and results of operations.

Actions of activist stockholders, and such activism could adversely impact the value of our securities.

Affiliates of Hill Path Capital LP could be able to significantly influence our decisions and their interests may conflict with ours or yours in the future.

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.

Risks Related to Ownership of Our Common Stock

Our stock price may change significantly, and you may not be able to sell shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.

We cannot guarantee that our allocation of capital to various alternatives will enhance long-term stockholder value, and in some cases, our Share Repurchase Program could increase the volatility of the price of our common stock.

Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our common stock to decline.

Our indebtedness could limit our ability to pay dividends on our common stock in the future.

Anti-takeover provisions in our organizational documents could delay or prevent a change of control.

The concentration of ownership of our capital stock limits your ability to influence corporate matters.

holders who own or owned more than a certain ownership threshold may be subject to United States federal income tax on gains realized on the disposition of our common stock.

The following risk factors should be read carefully in connection with evaluating us and this Annual Report on Form 10-K.

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Risks Related to Our Business and Our Industry

In response to the COVID-19 pandemic, quarantines, significant travel warnings and restrictions, social distancing rules, curfews and shelter-in-place have been implemented and may be re-implemented pursuant to federal, state and local orders and mandates.

From March 16, 2020 to June 5, 2020, we temporarily closed all of our theme parks and therefore, did not generate revenue from our parks during the closure period.

Beginning on June 6, 2020, we began the phased reopening of some of our parks.

Although some of our parks have been permitted to re-open with limited capacity, the extent and duration of any negative impacts over the longer term remain uncertain and dependent on future developments that cannot be accurately predicted at this time.

It is also impossible to predict the severity and transmission rate of COVID-19, the impact of any mutations of the virus, the extent and effectiveness of any vaccine or containment actions taken, and the impact of these and other factors on travel and consumer behavior.

It is possible that the spread of COVID-19, the resulting economic and societal impact, social distancing or other safety requirements existing today or that may be implemented will reduce our guests’ interest or ability to visit our theme parks.

The COVID-19 pandemic and the actions taken in response, pose the risk that we or our employees, contractors, suppliers, and other business partners may be prevented from conducting business activities for an unknown period of time.

Restrictions on travel, quarantines and other measures imposed in response to the COVID-19 pandemic, as well as ongoing concern regarding the virus’ potential impact, have had and will likely continue to have a negative effect on economies and financial markets, including supply chain shortages and additional business disruptions.

Any such impacts could have a material adverse effect on our business.

In response to our park closures, we took steps to minimize our cash outflows, manage costs and expenditures and maximize liquidity.

Some of these measures included, but were not limited to (i) substantially reduced or deferred all capital projects while our parks were closed other than a minimal amount of essential projects and maintenance and postponed the opening of rides that were still under construction and scheduled to open in 2020;

(ii) 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;

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

(iv) temporarily reduced Executive Officer base pay by 20% through November 2020;

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

and (vi) initially furloughing approximately 95% of our employees upon closing all of our parks.

It is unclear if any of these actions could have a lasting negative impact on our relationships with vendors, current and/or future business partners or ambassadors or, if parks are forced to close again, whether we will be forced to take similar actions and be able to achieve similar cost savings.

We have been sued and may face additional lawsuits or damage to our reputation related to actions taken or not taken as a result of COVID-19 from current and/or future vendors, customers and/or ambassadors.

The lawsuits could negatively impact our cash flows and results of operations;

however none have been material to date.

Also, another prolonged closure of our parks could materially impact our results, operations and financial condition.

Additionally, due to the uncertainties created by the COVID-19 pandemic and the related impact on our business, we have made or may make future employment or restructuring decisions which may subject us to increased risks related to employment matters, including increased union organizing activity, litigation and/or claims for severance or other benefits.

In March 2020, we increased borrowings under our revolving credit facility as a precautionary measure to increase our cash position and in April 2020 we issued $227.5 million aggregate principal amount of 8.750% first-priority senior secured notes due 2025 to raise capital and provide additional liquidity for a sustained period and to preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic.

Additionally, we entered into amendments to our Amended Credit Agreement to amend certain provisions therein .

Pursuant to the most recent amendment, we will be exempt from complying with our first lien secured leverage ratio covenant through the end of 2021 and will be required to comply with a quarterly minimum liquidity coverage test (defined as unrestricted cash and cash equivalents and available commitments under the Revolving Credit Facility) of not less than $75.0 million until the earlier of September 30, 2022 or the date we elect to use actual Adjusted EBITDA for purposes of calculating our financial maintenance covenant.

There is no certainty we will be able to meet this test and failure to meet this test could result in events of default under our debt agreements, acceleration of our outstanding debt and materially affect our financial condition and results of operations.

On August 5, 2020, we issued $500.0 million of 9.500% second-priority senior secured notes due 2025 which provided us with net proceeds of approximately $489.9 million.

As of December 31, 2020, total unrestricted cash and cash equivalents was approximately $433.9 million and $311.3 million was available under our revolving credit facility.

We cannot be certain that we will continue to have access to sufficient liquidity to meet our obligations for the time required to allow our cash generating operations to normalize.

The effect of COVID-19 on the capital markets could significantly impact our cost of borrowing and the availability of capital to us.

COVID-19 also makes it more challenging for management to estimate the future performance of our business and/or our liquidity needs, particularly over the near to medium term.

We may not be able to obtain additional liquidity and any relief provided by lenders, governmental agencies, and business partners may not be adequate and may include onerous terms.

We had never previously experienced a complete cessation of our operations, and as a consequence, our ability to be predictive regarding the impact of such a cessation on our operations and future prospects is uncertain.

In addition, the magnitude, duration and speed of the global pandemic is uncertain.

As a consequence, we cannot estimate the impact on our business, financial condition or near or longer-term financial or operational results with certainty.

As we continue to make progress in the reopening of our theme parks, we may face additional costs and obstacles in complying with any new federal, state or local regulations or industry best practices established in response to the COVID-19 pandemic, re-integrating our furloughed employees and attracting guests who may not wish to travel or visit our theme parks for a prolonged period.

In addition, any measures we take or may be required to take such as limiting capacity in our theme parks, enforcing social distancing requirements and / or requiring masks, may negatively impact attendance at our theme parks.

It is not possible to predict what steps, if any, we may be required to take if the COVID-19 pandemic worsens.

It is possible we could be forced to close some or all of our parks again.

In fact, 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.

Any of these factors could have a material adverse effect on our revenue and results of operations.

A single case of COVID-19 in a theme park could result in additional costs and further closures.

If we do not continue to respond appropriately to the pandemic, or if customers do not perceive our response to be adequate, we could suffer damage to our reputation, which could significantly adversely affect our business.

Furthermore, the effects of the pandemic on our business could be long-lasting and could continue to have adverse effects, some of which may be significant, and which may indefinitely impact our ability to operate our business in the traditional, pre-pandemic manner.

Our business also could be significantly affected should the disruptions caused by COVID-19 lead to systemic changes in consumer behavior.

The outbreak of COVID-19 has significantly increased economic uncertainty.

It is possible that the current outbreak or continued spread of COVID-19 could cause a global recession, which could further adversely affect our business, and such adverse effects may be material.

Further, our results of operations and financial condition would be negatively impacted if we experience another prolonged period of closure, experience significant declines in business volumes, are unable to return to normalized performance levels or attendance at our parks is limited due to capacity restrictions.

Our properties are subject to the risk that operations could be halted for a temporary or extended period of time.

If there is a prolonged disruption at any of our properties, our business, financial condition, results of operations and prospects will likely be materially adversely affected.

Additionally, if a prolonged downturn of general economic or other conditions in the areas in which our properties are located or from which we draw our guests or prevents guests from easily coming to our properties, our business, financial condition, results of operations and prospects will be materially adversely affected.

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We introduced new orca programs in our San Diego park in 2017 which are consistent with these standards.

In 2018, a Florida State lawmaker filed a Florida Orca Protection bill, with similar language to the California legislation, which would have similar implications to the California legislation;

however, we have introduced new orca programs at all SeaWorld parks which are consistent with the proposed standards.

In 2019, a California lawmaker introduced an amendment to the California Orca Protection Act which could expand the act to cover all whales and dolphin species.

If enacted as proposed, the California Orca Protection Act could require changes to our business and could result in material costs and negatively impact our results of operations.

Separately, the Orca Responsibility and Care Advancement Act (the “ORCA Act”), which was reintroduced as a bill in 2017, would have prohibited, if enacted, the breeding, the taking (wild capture), and the import or export of orcas for the purposes of public display and the transport of orcas from one park to another.

In 2015 legislation was proposed that would have directed the U.S.

Department of Agriculture’s Animal and Plant Health Inspection Service (“APHIS”) to issue updated regulations for the display of marine mammals in domestic zoos and aquaria within six months of enactment.

This proposed rule would have affected sections in the regulations for the protection of all marine mammals in the United States relating to human marine mammal interactive programs, space requirements, water quality, indoor facilities, outdoor facilities, implementation dates, and variances.

If enacted, the Proposed APHIS Regulations could increase our regulatory compliance burdens and costs, impact the way and manner our marine mammals are displayed and require additional management attention and investments to come into compliance.

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.

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

In the past, Congress has proposed legislation that would have impacted the breeding, the taking (wild capture), and the import or export of orcas for the purposes of public display and the transport of orcas from one park to another.

Also, the U.S.

Department of Agriculture’s Animal and Plant Health Inspection Service (“APHIS”) has proposed regulations that could impact our business.

For example, APHIS included on the Fall 2020 Unified Agenda a notice that it was planning to release a Notice of Proposed Rulemaking in 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.

There can be no assurance that Congress will not pass legislation or that APHIS or other federal, state or local jurisdictions will not propose or enact additional laws or regulations that could materially impact the Company in the future .

In light of the uncertain legal, legislative and regulatory environment and evolving public sentiment, we continue to evaluate a broad spectrum of enhancements, modifications and alternatives with respect to the display, husbandry and breeding practices, handling and care, and study and research of our orcas and other marine animals.

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On other occasions, such activities are specifically designed to change existing law or enact new law in order to impede our ability to retain, exhibit, acquire or breed animals.

While we seek to structure our operations to comply with all applicable federal and state laws and vigorously defend ourselves when sued, there are no assurances as to the outcome of future claims and lawsuits that could be brought against us, governmental agencies or other third parties in the zoological industry.

Even if not successful, these lawsuits can require deployment of our resources and can lead to negative publicity.

While we seek to structure our operations to comply with all applicable federal and state laws and vigorously defend ourselves when sued, there are no assurances as to the outcome of claims and lawsuits that could be brought against us or new laws or changes to existing laws that could negatively impact us.

Even if not successful, these lawsuits, or proposed changes to laws, can require deployment of our resources and can lead to negative publicity.

Negative publicity created by activists or in the media could adversely affect our reputation and results of operations.

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Such factors include but are not limited to:

bad weather and even forecasts of bad weather, including abnormally hot, cold and/or wet weather, particularly during weekends, holidays or other peak periods;

bad weather and even forecasts of bad weather, including abnormally hot, cold, snow/ice and/or wet weather, particularly during weekends, holidays or other peak periods;

natural disasters, such as hurricanes, fires, earthquakes, tsunamis, tornados, floods and volcanic eruptions and man-made disasters such as oil spills, which may deter travelers from scheduling vacations or cause them to cancel travel or vacation plans;

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low consumer confidence;

outbreaks of pandemic or contagious diseases or consumers’ concerns relating to potential exposure to travel-related health concerns such as pandemics and epidemics such as Ebola, Zika, Influenza H1N1, avian bird flu, SARS, MERS and Coronavirus;

outbreaks of pandemic or contagious diseases or consumers’ concerns relating to potential exposure to travel-related health concerns such as pandemics and epidemics such as Coronavirus, Ebola, Zika, Influenza H1N1, avian bird flu, SARS and MERS;

changes in the desirability of particular locations or travel patterns of both our domestic and international guests;

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actions or statements by U.S.

and foreign governmental officials, including the U.S.

President and administration officials, related to travel and corporate travel-related activities (including changes to the U.S.

visa rules) and the resulting public perception of such travel and activities;

and foreign governmental officials related to travel and corporate travel-related activities (including changes to the U.S.

visa rules or disease related restrictions or testing requirements) and the resulting public perception of such travel and activities;

interruption of public or private utility services to our theme parks.

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A strong dollar increases the cost for international tourists and could impact their spending.

In addition, demand for our parks is highly dependent on the general environment for travel and tourism, which can be significantly adversely affected by extreme weather events.

In addition, demand for our parks is highly dependent on the general environment for travel and tourism, which can be significantly adversely affected by extreme weather events, including ice and snow conditions.

Any of these such events could have a material adverse effect on our business, financial condition, or results of operations.

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For example, attendance at our parks in 2019 was negatively impacted by Hurricane Dorian over Labor Day weekend.

Separately, in 2017 we also experienced negative impacts from weather events, particularly hurricanes, which caused park closures in Tampa and Orlando and park closures and other weather impacts in Texas and Virginia.

Separately, we have previously also experienced negative impacts from weather events in other parks, particularly hurricanes, which have caused park closures in Tampa and Orlando and park closures and other weather impacts in Texas and Virginia.

Our brands and our reputation are among our most important assets.

Our ability to attract and retain guests depends, in part, upon the external perceptions of the Company, the quality of our theme parks and services and our corporate and management integrity.

Our ability to attract and retain guests depends, in part, upon the external perceptions of the Company, the quality and safety of our theme parks and services and our corporate and management integrity.

The operation of theme parks involves the risk of accidents, illnesses, environmental incidents and other incidents which may negatively affect the perception of guest and employee safety, health, security and guest satisfaction and which could negatively impact our brands or reputation and our business and results of operations.

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Both attendance and total revenue per capita spending at our theme parks are key drivers of our revenue and profitability, and reductions in either can materially adversely affect our business, financial condition and results of operations.

A significant portion of our revenues are generated in the States of Florida, California and Virginia and in the Orlando market.

A significant portion of our revenues are historically generated in the States of Florida, California and Virginia.

Approximately 57%, 16% and 14% of our revenues in 2019 were generated in the States of Florida, California and Virginia, respectively.

In addition, our revenues and results of operations depend significantly on the results of our Orlando theme parks.

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

Any risks described in this Annual Report on Form 10-K, such as the occurrence of natural disasters and travel-related disruptions or incidents, affecting the States of Florida, California and Virginia generally or our Orlando theme parks in particular may materially adversely affect our business, financial condition or results of operations, especially if they have the effect of decreasing attendance at our theme parks or, in extreme cases, cause us to close any of our theme parks for any period of time.

For example, in 2019, Florida was negatively impacted by Hurricane Dorian, in 2017, Tampa and Orlando were negatively impacted by Hurricane Irma and, to a lesser extent, Hurricane Harvey which caused park closures and travel disruptions in Texas, as well as weather impacts in Virginia and, in 2016, both Florida and Virginia were impacted by Hurricanes Hermine and Matthew, which caused physical damage and power outages in various parts of Florida and Virginia.

Although we attempt to manage our exposure to such events by implementing our hurricane preparedness plan, our theme parks located in Orlando and Tampa, Florida and in Williamsburg, Virginia experienced closures as a result of these storms, which negatively impact attendance and results of operations.

In 2020, more than 70% of our revenues were generated in the State of Florida, due in part to the temporary park closures and limited operations as a result of the COVID-19 pandemic.

Historically, however, more than 50% of our revenues are generated in the State of Florida with approximately 30% of our revenues generated from the States of California and Virginia combined.

Any risks described in this Annual Report on Form 10-K, such as the occurrence of natural disasters and travel-related disruptions or incidents, affecting the States of Florida, California and Virginia generally may materially adversely affect our business, financial condition or results of operations, especially if they have the effect of decreasing attendance at our theme parks or, in extreme cases, cause us to close any of our theme parks for any period of time.

For example, in 2019, Florida was negatively impacted by Hurricane Dorian .

Also, our parks in Texas and Virginia have previously been negatively impacted by h urricane s .

Although we attempt to manage our exposure to such events by implementing our hurricane preparedness plan, our theme parks located in Orlando and Tampa, Florida and in Williamsburg, Virginia have previously experienced closures as a result of storms, which negatively impact ed attendance and results of operations.

Our operating results are subject to seasonal fluctuations.

We have historically experienced and expect to continue to experience seasonal fluctuations in our annual theme park attendance and revenue, which are typically higher in our second and third quarters, partly 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.

Historically, 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.

In addition, the timing of school vacations and school start dates also cause fluctuations in our quarterly theme park attendance and revenue.

For example, 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.

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

Changes in school calendars that impact traditional school vacation breaks could also impact attendance patterns.

Due in part to the temporary park closures, capacity limitations and modified/limited operations, the COVID-19 pandemic has impacted the seasonality of our business for 2020 and it is difficult to estimate how the COVID-19 pandemic will impact seasonality in the future.

Furthermore, the operating season at some of our theme parks, including SeaWorld San Antonio, Aquatica San Antonio, Adventure Island, Aquatica San Diego, Busch Gardens Williamsburg, Water Country USA and Sesame Place, is of limited duration.

In addition, most of our expenses for maintenance and costs of adding new attractions at our seasonal theme parks are incurred when the operating season is over, which may increase the need for borrowing to fund such expenses during such periods.

When conditions or events described in this section occur during the operating season, particularly during the second and third quarters, there is only a limited period of time during which the impact of those conditions or events can be mitigated.

In addition, historically most of our expenses for maintenance and costs of adding new attractions at our seasonal theme parks are incurred when the operating season is over, which may increase the need for borrowing to fund such expenses during such periods.

When conditions or events described in this Risk Factor section occur during the operating season, particularly during the second and third quarters, there is only a limited period of time during which the impact of those conditions or events can be mitigated.

Accordingly, such conditions or events may have a disproportionately adverse effect on our revenues and cash flow.

Because we operate in a highly competitive industry, our revenues, profits or market share could be harmed if we are unable to compete effectively.

The entertainment industry, and the theme park industry in particular, is highly competitive.

Because we operate in a competitive industry, our revenues, profits or market share could be harmed if we are unable to compete effectively.

Our theme parks compete with other theme, water and amusement parks and with other types of recreational facilities and forms of entertainment, including movies, home entertainment options, family entertainment centers, sports attractions, restaurants and vacation travel.

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Department of Labor’s Occupational Safety and Health Administration (“OSHA”), which resulted in citations concerning alleged violations of the Occupational Safety and Health Act and certain regulations thereunder.

In connection with this incident, we reviewed and revised our safety protocols and made certain safety-related facility enhancements such as revising training protocols used in show performances.

This incident has also been and continues to be the subject of significant media attention, including extensive television and newspaper coverage, a documentary and a book, as well as discussions in social media.

In connection with this incident, we reviewed and revised our safety protocols and made certain safety-related facility enhancements such as revising training protocols used in animal presentations.

This incident has also been and continues to be the subject of significant media attention, including extensive television and newspaper coverage, books, at least one documentary and discussions in social media.

This incident and similar events that may occur in the future may harm our reputation, reduce attendance and negatively impact our business, financial condition and results of operations.

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Animals in our care are important to our theme parks, and they could be exposed to infectious diseases.

Many of our theme parks are distinguished from those of our competitors in that we offer guest interactions with animals.

Individual animals, specific species of animals or groups of animals in our zoological collection could be exposed to infectious diseases.

Many of our theme parks are distinguished from those of our competitors in that we offer guest interactions with animals in our care.

Individual animals, specific species of animals or groups of animals in our zoological collection could be exposed to infectious diseases or could expose guests to infectious diseases.

While we have never had any such experiences, an outbreak of an infectious disease among any animals in our theme parks or the public’s perception that a certain disease could be harmful to human health may materially adversely affect our zoological collection, our business, financial condition and results of operations.

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If cost-cutting efforts are insufficient to offset declines in revenues or are impracticable, we could experience a material decline in margins, revenues, profitability and reduced or negative cash flows.

Such effects can be especially pronounced during periods of economic contraction or slow economic growth.

Such effects can be especially pronounced during a pandemic or periods of economic contraction or slow economic growth.

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The regulatory environment, as well as the requirements imposed on us by the credit card industry, governing information, security and privacy laws is increasingly demanding and continues to evolve.

For example, the California Consumer Privacy Act took effect in January 2020 and imposes new requirements for identifying, managing, securing, tracking, producing and deleting consumer privacy information in California.

For example, the California Consumer Privacy Act took effect in January 2020 and imposes requirements for identifying, managing, securing, tracking, producing and deleting consumer privacy information in California.

Maintaining compliance with applicable security and privacy regulations may increase our operating costs and/or adversely impact our ability to market our theme parks, products, and services to our guests.

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Even a disruption as brief as a few minutes could have a negative impact on our online activities and could result in a loss of revenue.

For example, recently there were instances when our websites experienced slow performance and unavailability for some guests.

Although these issues were short-lived and did not have a material impact to our results of operations, prolonged or repeat system interruptions and network failures could adversely impact our operations as a significant portion of our admissions revenues are from ticket purchases made online.

For example, there have been instances when our websites experienced slow performance and unavailability for some guests.

Additionally, damage, failures or interruptions to our information technology systems may require a significant investment to update, remediate or replace with alternate systems, and we may suffer interruptions in our operations as a result.

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Increased labor costs due to competition, increased minimum wage or employee benefit costs or otherwise, would adversely impact our operating expenses.

The Patient Protection and Affordable Care Act of 2010 and the amendments thereto contain provisions that have impacted our healthcare costs.

Any future amendments could significantly increase our compensation costs, which would reduce our net income and adversely affect our cash flows.

For example, the Patient Protection and Affordable Care Act of 2010 and the amendments thereto contain provisions that have impacted our healthcare costs.

Additionally, the new administration is encouraging Congress to increase the federal minimum wage to $15 an hour.

Any future amendments or new legislation could significantly increase our compensation costs, which would reduce our net income and adversely affect our cash flows.

In 2016, San Diego passed legislation which, after the first increase on January 1, 2017, increases its minimum wage over a six-year period to $15 an hour by January 1, 2023.

After the San Diego minimum wage reaches $15 an hour, it will change based on the consumer price index.

Additionally, Virginia has recently proposed legislation that, if passed, would take effect July 1, 2020 and increase its minimum wage to $15 an hour by 2024.

In November 2020, Florida will vote on a ballot initiative that, if passed, would raise its minimum wage to $15 by September 2026.

In addition, a number of companies from whom we compete for talent have publicly announced wage increases.

Virginia passed legislation that increases the state minimum wage to $9.50 an hour on May 1, 2021 and increases its minimum wage to $15 an hour by 2026.

In November 2020, Florida passed a ballot initiative raising minimum wage to $10.00 per hour effective September 30th, 2021.

Each September 30th thereafter, minimum wage shall increase by $1.00 per hour until the minimum wage reaches $15.00 per hour on September 30th, 2026.

From that point forward, future minimum wage increases shall revert to being adjusted annually for inflation starting September 30th, 2027.

In addition, a number of companies with whom we compete for talent have announced wage increases.

Increases to the minimum wage in locations where we do business, wages of companies from whom we compete for talent and/or increased benefit costs will negatively impact our operating expenses.

Our growth strategy may not achieve the anticipated results.

Our future success will depend on our ability to grow our business, including through capital investments to improve existing and develop new theme parks, rides, attractions and shows, as well as in-park product offerings and product offerings outside of our theme parks.

Our future success will depend on our ability to grow our business, including through capital investments to improve existing and develop or acquire additional theme parks, rides, attractions and shows, as well as in-park product offerings and product offerings outside of our theme parks that are complementary to our parks.

Our growth and innovation strategies require significant commitments of management resources and capital investments and may not grow our revenues at the rate we expect or at all.

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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.

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

Also, in June 2017, we received a subpoena in connection with an investigation by the DOJ concerning certain disclosures and public statements made by us and certain individuals on or before August 2014, and trading in our securities.

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Legal Proceedings ” and Note 15–Commitments and Contingencies to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

The outcome of many of these proceedings cannot be predicted.

If any proceedings, audits, inspections or investigations were to be determined adversely against us or resulted in legal actions, claims, regulatory proceedings, enforcement actions, or judgments, fines, or settlements involving a payment of material sums of money, or if injunctive relief were issued against us, our business, financial condition and results of operations could be materially adversely affected.

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In the past, when we have been subjected to governmental claims for fines, the amounts involved were not material to our business, financial condition or results of operations.

However, while highly unlikely, we cannot predict whether any future fines that regulators might seek to impose would materially adversely affect our business, financial condition or results of operations.

However, while unlikely, we cannot predict whether any future fines that regulators might seek to impose would materially adversely affect our business, financial condition or results of operations.

Moreover, many of the statutes under which we operate allow for the imposition of criminal sanctions.

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Borrowings under our Term B-5 Loans which mature on March 31, 2024, and the Revolving Credit Facility which matures on October 31, 2023 are currently based on LIBOR.

We have also hedged approximately $1.0 billion of LIBOR based debt which matures on May 14, 2020.

In July 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), a regulator of financial services firms and financial markets in the United Kingdom, stated that it will plan for a phase out of regulatory oversight of LIBOR interest rates indices.

The FCA has indicated it will support the LIBOR indices through 2021, to allow for an orderly transition to an alternative reference rate.

If LIBOR ceases to exist, we may need to renegotiate any credit agreements or hedge transactions extending beyond 2021 that utilize LIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established.

If LIBOR ceases to exist, we may need to renegotiate any credit agreements or any hedge transactions extending beyond 2021 that utilize LIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established.

Also, if we intend to hedge our LIBOR denominated debt, we cannot predict whether hedging opportunities will exist on acceptable terms.

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These ratings are based on a number of factors, which included their assessment of our financial strength, liquidity, capital structure, asset quality, and sustainability of cash flow and earnings.

Due to changes in these factors and market conditions, we may not be able to maintain our current credit ratings, which could adversely affect our cost of funds and related margins, liquidity and access to capital markets.

For example, as of December 31, 2019, our Senior Secured Credit Facilities were rated by Standard and Poor’s Financial Services (corporate credit rated B+ with a stable outlook and the Senior Secured Credit Facilities rated B+) and Moody’s Investors Service (corporate family rated B2 with a stable outlook and the Senior Secured Credit Facilities rated B2).

Due to changes in these factors, the pandemic and market conditions, we may not be able to maintain our current credit ratings, which could adversely affect our cost of funds and related margins, liquidity and access to capital markets.

For example, as of December 31, 20 20 , our Senior Secured Credit Facilities were rated by Standard and Poor’s Financial Services (corporate credit rated B - with a negative outlook and the Senior Secured Credit Facilities rated B - ) and Moody’s Investors Service (corporate family rated B 3 with a negative outlook and the Senior Secured Credit Facilities rated B2).

We disclose these ratings to enhance the understanding of our sources of liquidity and the effects of these ratings on our costs of funds and related margins, liquidity and access to capital markets.

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and (vii) we may be vulnerable in a downturn in general economic conditions or in our business and we may be unable to carry out activities that are important to our growth.

Additionally, we have hedged approximately $1.0 billion of LIBOR based debt which matures on May 14, 2020.

If we allow the interest rate swap agreements to expire without a replacement, a hypothetical increase in LIBOR of 100 bps would increase our annual interest expense by approximately $15.5 million, beginning in May 2020.

Increased debt service costs would adversely affect our cash flow.

There can be no assurance that when the interest rate swap agreements expire that we will be able to enter into similar replacement hedging arrangements on favorable terms or at all.

We do not currently have any of our debt hedged.

A hypothetical increase in LIBOR of 100 bps would increase our annual interest expense by approximately $5.9 million.

Increased debt service costs would adversely affect our cash flow and net income.

There can be no assurance that if we intend to enter into a hedge, that we will be able to enter into hedging arrangements on favorable terms or at all.

Our ability to make scheduled payments of the principal of, or to pay interest on, or to refinance indebtedness depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors beyond our control, including the availability of financing in the banking and capital markets.

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We from time to time may increase the amount of our indebtedness, modify the terms of our financing arrangements, make capital expenditures, issue dividends and take other actions that may substantially increase our leverage.

Despite our significant leverage, we may incur significant additional amounts of debt, which could further exacerbate the risks associated with our significant leverage.

Despite our significant leverage, we may incur additional amounts of debt, which could further exacerbate the risks associated with our significant leverage.

Our insurance coverage may not be adequate to cover all possible losses that we could suffer, and our insurance costs may increase.

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There can be no assurance our insurance will be sufficient to cover the full extent of all losses or liabilities for which we are insured and may be significantly less than the expected and actual replacement cost of rebuilding facilities “as was” if there was a total loss.

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

We cannot guarantee that we will be able to renew our current insurance policies on favorable terms, or at all.

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We cannot assure you that we will not incur substantial costs to comply with new or expanded environmental requirements in the future or to investigate or clean-up new or newly identified environmental conditions, which could also impair our ability to use or transfer the affected properties and to obtain financing.

The suspension or termination of any of our business licenses, including by legislation at federal, state or local levels, may have a negative impact on our business.

We maintain a variety of business licenses issued by federal, state and local authorities that are renewable on a periodic basis.

We cannot guarantee that we will be successful in renewing all of our licenses on a periodic basis.

The suspension, termination or expiration of one or more of these licenses could materially adversely affect our revenues and profits.

In addition, any changes to the licensing requirements for any of our licenses could affect our ability to maintain the licenses or increase the cost of retaining the license.

Delays, restrictions, or inability to obtain or maintain permits for capital investments could impair our business.

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In addition, the sale or transfer of our common stock owned by affiliates of Hill Path, or the perception that such sales or transfers could occur, could harm the prevailing market price of shares of our common stock.

We cannot provide any assurance that our strategic partners and other contractual counterparties will not become financially distressed or that such financially distressed strategic partners or counterparties will not default on their obligations to us or file for bankruptcy or other creditor protection.

If one of such strategic partners or counterparties files for bankruptcy or other creditor protection, we may be unable to collect all, or even a significant portion, of amounts owed to us.

Contracts with such strategic partners or counterparties could also be subject to renegotiation or rejection under applicable provisions of bankruptcy laws.

If any such contract is rejected, we would be left with a general unsecured claim against such contract counterparty’s bankruptcy estate.

The recovery rate on general unsecured claims is speculative and inherently uncertain, and it is possible that we may receive little to no recovery on account of such claim.

Accordingly, significant strategic partner and other counterparty defaults and bankruptcy filings could have a material adverse effect on our business, financial position, results of operations or cash flows.

Any material nonpayment or nonperformance from our contract counterparties due to inability or unwillingness to perform or adhere to contractual arrangements could have a material adverse impact on our business, results of operations, financial condition and ability to make cash distributions to its stockholders.

Furthermore, in the case of financially distressed strategic partners, such events might otherwise force such strategic partners to curtail their commercial relationships with us, which could have a material adverse effect on our results of operations, financial condition, and cash flows.

Changes to immigration, foreign trade, investments or other policies of the United States could adversely impact our business, financial condition and results of operations.

Certain policies regarding foreign travel to the United States, foreign trade, manufacturing, development and investment could adversely affect our business.

For example, policies that strengthen the U.S.

dollar against a variety of foreign currencies could impact international tourist spending, including at our theme parks.

In addition, foreign tourists may opt to reduce their travel to the United States as a result of policies regarding immigration, foreign trade or other matters, including restrictions on travel and quarantine of visitors from or who have visited certain countries.

While uncertainty around the likelihood, timing and details of any such policies and reforms exists, such policies and reforms may materially and adversely affect our business, financial condition and results of operations and the value of our securities.

Goodwill and other identifiable intangible assets represent a significant portion of our total assets, and we may never realize the full value of our intangible assets.

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Based on the results of the interim goodwill impairment test, we concluded that the goodwill for the SeaWorld Orlando reporting unit was fully impaired which resulted in a goodwill impairment charge of $269.3 million for the year ended December 31, 2017.

See Note 9–Goodwill, Trade Names/Trademarks, and Other Intangible Assets, Net, in the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

There is no assurance that we will not experience similar asset impairments in the future.

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These relationships expose us to risks associated with doing business globally, including changes in tariffs, quotas and other restrictions on imports (collectively, “Trade Restrictions”).

Beginning in 2018, the United States began imposing increased tariffs on certain imports from China.

The United States has increased tariffs on certain imports from China and other countries.

While the current tariffs have not had a material impact on goods that we currently either import from China or purchase from domestic vendors which import from China, we cannot predict how any future tariffs or any other Trade Restrictions will impact our business.

Such Trade Restrictions would likely result in lower gross margin on impacted products, unless we are able to take successfully any one or more of the following mitigating actions:

Such Trade Restrictions would likely result in lower gross margin on impacted products or increase the cost of capital projects, unless we are able to take successfully any one or more of the following mitigating actions:

increase our prices, move production to countries with no or lower tariffs or away from domestic vendors who source from China or other tariff impacted countries, or alter or cease offering certain products.

Any increase in pricing, alteration of products or reduced product offering could reduce the competitiveness of our products.

Furthermore, any retaliatory counter-measures imposed by countries subject to such tariffs, such as China, could increase our, or our vendors’, import expenses.

Furthermore, any retaliatory counter-measures imposed by countries subject to such tariffs, could increase our, or our vendors’, import expenses.

Additionally, even if the products we import are not directly impacted by tariffs, the imposition and maintenance of such tariffs on goods imported into the United States could cause increased prices for consumer goods, in general, which could have a negative impact on consumer spending for discretionary items reducing attendance or spending at our parks.

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Affiliates of Hill Path Capital LP could be able to significantly influence our decisions and their interests may conflict with ours or yours in the future.

On May 27, 2019, Hill Path Capital LP and certain of its affiliates (“Hill Path”) agreed to purchase in the aggregate, 13,214,000 shares of our common stock (the “HP Purchase”).

In 2019, Hill Path Capital LP and certain of its affiliates (“Hill Path”) purchased in the aggregate, 13,214,000 shares of our common stock (the “HP Purchase”).

As described more fully in our Form 8-K dated May 27, 2019, we concurrently entered into the Stockholders Agreement, the Registration Rights Agreement and the Undertaking Agreement (collectively, the “HP Agreements”) with Hill Path in connection with the HP Purchase.

On December 13, 2019, Hill Path filed with the SEC a Schedule 13D/A (the “Schedule 13D/A”) reporting that such persons had accumulated a total of 27,212,455 shares of our common stock, which represents approximately 34.6% of our total outstanding shares of common stock as of December 31, 2019.

On July 2, 2020, Hill Path filed with the SEC a Schedule 13D/A (the “Schedule 13D/A”) reporting that such persons had accumulated a total of 27,205,306 shares of our common stock, which represents approximately 34.7% of our total outstanding shares of common stock as of December 31, 2020.

Also, certain funds affiliated with Hill Path have other economic interests in the Company.

Please refer to their most recent Schedule 13D/A.

In addition, the Hill Path Schedule 13D filed on May 1, 2017, as amended states, among other things, that Hill Path may suggest changes in our business, operations, capital structure, capital allocation, corporate governance, and other strategic matters.

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Chambers serves as Chairman of the Nominating and Corporate Governance Committee and also serves on the Compensation Committee and the Revenue Committee.

Koppelman serves on the Nominating and Corporate Governance Committee and the Revenue Committee.

For so long as Hill Path Designees remain on our Board, Hill Path will have influence with respect to our management, business plans and policies, including the appointment and removal of our officers, and nominees for director.

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The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our Company and ultimately might affect the market price of our common stock.

The policies of the recently elected U.S.

While the new administration’s policies in many areas are uncertain at this time, certain types of policies regarding increases in minimum wage, foreign travel to the United States, foreign trade, domestic travel, changes to labor laws or regulations, manufacturing, development, investment and environment or animal welfare matters could adversely affect our business.

Additionally, policies that strengthen the U.S.

dollar against a variety of foreign currencies could impact international tourist spending, including at our theme parks.

While there is currently a substantial lack of clarity and uncertainty around the likelihood, timing and details of any such policies and reforms, such policies and reforms may materially and adversely affect our business, financial condition and results of operations and the value of our securities.

For example, a proposed corporate tax bill includes, among other changes, an increase in the corporate tax rate from 21% to 28% and a minimum tax of 15% on book net income for corporations with $100 million or higher in book profits.

The President signed an Executive Order with the goal of increasing the minimum wage for federal workers and contractors to $15.00 an hour.

Additionally, the new administration is encouraging Congress to increase the federal minimum wage to $15.00 an hour.

Separately, the Tax Cuts and Jobs Act (the “Tax Act”), which was enacted on December 22, 2017, contained a number of changes to U.S.

federal tax laws.

The Tax Act, among other changes, imposed limitations on the deductibility of interest, limited the use of net operating loss carryforwards arising in periods after 2017, and extended the expiration period for net operating losses from 20 years to an unlimited period.

Additionally, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) temporarily revised the U.S.

tax code by, among other changes, deferring the 2020 employer portion of social security payments, implementing an employee retention credit, and allowing for 100% utilization of net operating loss carryforwards against 2020 taxable income.

On December 28, 2020, a second stimulus bill was enacted which enhanced the CARES Act by, among other changes, extending the employee retention credit, extending the work opportunity credit, and allowing for 100% deduction for certain business meals through the year 2022.

Additional guidance may be issued by the Internal Revenue Service, or IRS, the Department of the Treasury, or other governing body that may significantly differ from our interpretation of the law, which may result in a material adverse effect on our business, cash flow, results of operations or financial conditions .

W e continue to monitor changes and proposed changes to tax and other laws that may impact our business, results of operations, and financial condition and liquidity .

I t is currently unclear how the agenda of the new administration will impact our business .

It is also uncertain if and to what extent various states will conform to the CARES Act.

As a result , we may not be able to utilize our existing net operating losses or any portion thereof in the current tax year or any available carryforward period.

Risks Related to Ownership of Our Common Stock

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changes in accounting principles;

other events or factors, including those resulting from natural disasters, war, acts of terrorism or responses to these events.

other events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.

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There can be no assurance that our capital allocation decisions will enhance stockholder value.

During 2019, we repurchased a total of 5,615,874 shares of common stock at a total cost of approximately $150.0 million.

On August 2, 2019, our Board authorized a replenishment to our Share Repurchase Program, bringing the total amount authorized for future share repurchases to $250.0 million as of December 31, 2019.

Our Board has previously authorized a share repurchase of up to $250.0 million of our common stock (the “Share Repurchase Program”), of which approximately $237.6 million remains available under the Share Repurchase Program as of December 31, 2020.

The number of shares to be purchased and the timing of purchases will be based on our trading windows and available liquidity, general business and market conditions and other factors, including legal requirements and alternative opportunities.

During 2018, we repurchased a total of 3,654,816 shares of common stock at a total cost of approximately $98.0 million.

There were no share repurchases during the year ended December 31, 2017.

In connection with Amendment No.

12 to our Amended Credit Agreement, we are restricted from paying any dividends or making restricted payments, including share repurchases, through the third quarter of 2022 unless certain conditions are met.

During 2020, prior to the COVID-19 temporary park closures, we completed a share repurchase of 469,785 shares for an aggregate total of approximately $12.4 million.

Repurchases of our common stock pursuant to the Share Repurchase Program could affect our stock price and increase its volatility.

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Although the Share Repurchase Program is intended to enhance long-term stockholder value, there is no assurance that it will do so and short-term stock price fluctuations could reduce such program’s effectiveness.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

The trading market for our common stock relies in part on the research and reports that industry or financial analysts publish about us or our business.

We do not control these analysts.

Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our stock could decline.

If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our common stock to decline.

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In addition, pursuant to a registration rights agreement entered into in connection with the HP Purchase, we granted Hill Path the right, subject to certain conditions, to require us to register the sale of their shares of common stock under the Securities Act.

If Hill Path exercises their registration rights, the market price of our shares of common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them.

These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.

If Hill Path exercises their registration rights, the market price of our shares of common stock could drop significantly.

This factor could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.

In addition, the shares of our common stock reserved for future issuance under the 2017 Omnibus Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, any applicable lock-up agreements in effect from time to time and Rule 144, as applicable.

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In the future, we may also issue our securities in connection with investments or acquisitions.

The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock.

The number of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock.

Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.

We have suspended the dividend on our common stock, and our indebtedness could limit our ability to pay dividends on our common stock in the future.

In September 2016, our Board suspended our quarterly dividend to allow us greater flexibility to deploy capital to opportunities that offer the greatest long term returns to stockholders, such as, but not limited to, share repurchases, investments in new attractions or debt repayments.

Future dividends, if any, and the timing of declaration of any such dividends, will be at the discretion of the Board and will depend upon many factors, including, but not limited to, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that the Board deems relevant.

Our indebtedness could limit our ability to pay dividends on our common stock in the future.

We have not paid a dividend since September 2016.

Dividends, if any, and the timing of declaration of any such dividends, will be at the discretion of the Board and will depend upon many factors, including, but not limited to, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that the Board deems relevant.

Our ability to declare dividends and make other restricted payments is limited by covenants in our senior secured credit facilities pursuant to a credit agreement dated as of December 1, 2009, as the same may be amended, restated, supplemented or modified from time to time (the “Senior Secured Credit Facilities”).

The fiscal amount available for dividend declarations, share repurchases and other restricted payments under the covenant restrictions in the debt agreements adjusts at the beginning of each quarter.

In connection with Amendment No.

12 to the Senior Secured Credit Facilities, we are restricted from paying any dividends or making restricted payments, including share repurchases, through the third quarter of 2022 unless certain conditions are met.

See Note 11–Long-Term Debt in the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors