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Risks Related to Our Business and Our Industry
−Removed: 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.
+Added: The COVID-19 pandemic has disrupted our business and could adversely affect our results of operations, and/or various other factors beyond our control could materially adversely affect our financial condition and results of operations.
+Added: If we fail to hire and/or retain employees, our business may be adversely affected.
+Added: Various factors beyond our control could adversely affect attendance and guest spending patterns at our theme parks.
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.
−Removed: 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.
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Animals in our care are important to our theme parks, and they could be exposed to infectious diseases.
−Removed: The high fixed cost structure of theme park operations can result in significantly lower margins if revenues decline.
+Added: The high fixed cost structure of theme park operations can result in significantly lower margins if revenues decline or we are unable to offset price increases.
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.
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We may not be able to fund theme park capital expenditures and investment in future attractions and projects.
+Added: We may not realize the benefits of developments, restructurings, acquisitions or other strategic initiatives and we may incur significant costs associated with such activities.
+Added: We have identified a material weakness in our internal control over financial reporting which could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.
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.
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If we lose licenses and permits required to exhibit animals and/or violate laws and regulations, our business will be adversely affected.
−Removed: If we lose key personnel, our business may be adversely affected.
Unionization activities or labor disputes may disrupt our operations and affect our profitability.
−Removed: Our business depends on our ability to meet our workforce needs.
−Removed: 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.
−Removed: 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.
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Financial distress experienced by our strategic partners or other counterparties could have an adverse impact on us.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The policies of the recently elected U.S.
+Added: Hill Path Capital LP and its affiliates could be able to significantly influence our decisions and their interests may conflict with ours or yours in the future.
+Added: The policies of the 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.
+Added: Changes to, or the elimination of, LIBOR may adversely affect interest expense related to our indebtedness.
+Added: If COVID-19 vaccination of employees is mandated, it could have a material adverse effect on our business and results of operations.
Risks Related to Ownership of Our Common Stock
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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.
−Removed: Our indebtedness could limit our ability to pay dividends on our common stock in the future.
+Added: Our indebtedness could limit our ability to make restricted payments such as share repurchases and/or pay dividends on our common stock in the future.
Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
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Risks Related to Our Business and Our Industry
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Beginning on June 6, 2020, we began the phased reopening of some of our parks.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The COVID-19 pandemic has disrupted our business and could adversely affect our results of operations, and/or various other factors beyond our control could materially adversely affect our financial condition and results of operations.
+Added: Factors related to the COVID-19 pandemic have disrupted our business, including quarantines, significant travel warnings and restrictions, social distancing rules, curfews, shelter-in-place, facial covering mandates, vaccination requirements and/or COVID-19 testing guidelines which were or have been implemented and may be re-implemented pursuant to federal, state and local orders and mandates.
+Added: In response to the COVID-19 pandemic, 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.
+Added: Beginning on June 6, 2020, we began the phased reopening of some of our parks with enhanced health, safety and cleaning measures, capacity limitations and/or modified/limited operations, which at times included reduced hours and/or reduced operating days.
+Added: Our results of operations for the years ended December 31, 2021 and 2020 were impacted by the COVID-19 pandemic due in part to capacity limitations, modified/limited operations and/or temporary park closures which were in place for portions of the respective periods, as well as decreased demand due to public concerns associated with the pandemic, reduced group-related attendance and restrictions on international travel.
+Added: It is 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.
+Added: It is possible that the spread of COVID-19, the resulting economic and societal impact, social distancing or other safety requirements which may exist 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.
−Removed: 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.
+Added: 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 and mutations and spikes in the number of infections, have had and will likely continue to have a negative effect on economies and financial markets, including supply chain shortages;
+Added: staffing challenges, for us, our suppliers and those that support the travel industry;
+Added: and additional business disruptions.
Any such impacts could have a material adverse effect on our business.
−Removed: In response to our park closures, we took steps to minimize our cash outflows, manage costs and expenditures and maximize liquidity.
−Removed: 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;
−Removed: (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;
−Removed: (iii) eliminated substantially all advertising and marketing spend while the parks were closed and strategically managing marketing spend as parks reopen;
+Added: In response to our temporary park closures in 2020, we took steps to minimize our cash outflows, manage costs and expenditures and maximize liquidity.
+Added: Some of these measures taken in 2020 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;
+Added: (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 managed operating expenses as parks reopened;
+Added: (iii) eliminated substantially all advertising and marketing spend while the parks were closed and strategically managed marketing spend as parks reopened;
(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;
−Removed: and (vi) initially furloughing approximately 95% of our employees upon closing all of our parks.
+Added: and (vi) furloughed 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.
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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.
−Removed: 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.
−Removed: Additionally, we entered into amendments to our Amended Credit Agreement to amend certain provisions therein .
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The effect of COVID-19 on the capital markets could significantly impact our cost of borrowing and the availability of capital to us.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: We had never previously experienced a complete cessation of our operations.
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.
−Removed: 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.
−Removed: 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.
−Removed: It is not possible to predict what steps, if any, we may be required to take if the COVID-19 pandemic worsens.
+Added: 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, hiring and retaining employees and attracting guests who may not wish to travel or visit our theme parks for a prolonged period.
+Added: 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 facial coverings or vaccinations may negatively impact attendance at our theme parks.
+Added: It is not possible to predict what steps, if any, we may be required to take if the COVID-19 pandemic worsens or any similar pandemic occurs in the future.
It is possible we could be forced to close some or all of our parks again.
−Removed: 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.
−Removed: Any of these factors could have a material adverse effect on our revenue and results of operations.
−Removed: 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.
−Removed: Our business also could be significantly affected should the disruptions caused by COVID-19 lead to systemic changes in consumer behavior.
+Added: Our business also could be significantly affected should the disruptions caused by the COVID-19 pandemic lead to systemic changes in consumer behavior.
The outbreak of COVID-19 has significantly increased economic uncertainty.
−Removed: 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.
−Removed: 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.
+Added: It is possible that the current outbreak, continued spread of COVID-19 or another pandemic could cause a global recession, which could further adversely affect our business, and such adverse effects may be material.
+Added: 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 maintain normalized performance levels or attendance at our parks is limited due to capacity restrictions or consumer sentiment.
Our properties are subject to the risk that operations could be halted for a temporary or extended period of time.
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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.
+Added: Also, we cannot be certain that we will have access to sufficient liquidity in the future to meet our obligations for the time required to allow our cash generating operations to normalize should we be forced to close again.
+Added: In the future, we may not be able to obtain additional liquidity or additional relief from lenders, governmental agencies, and business partners may not be adequate and may include onerous terms.
+Added: If we fail to hire and/or retain employees, our business may be adversely affected.
+Added: Our success depends in part upon a number of employees, including members of our senior management team who have extensive experience in the industry, as well as o ur ability to attract, train, motivate and retain qualified employees to keep pace with our needs, including employees with certain specialized skills in the field of animal training and care.
+Added: We also employ a significant seasonal and part-time workforce which is critical to staffing our parks during peak periods.
+Added: We recruit year-round to fill thousands of part time and seasonal staffing positions each season and work to manage wages and the timing of the hiring process in an attempt to ensure the appropriate workforce is in place;
+Added: however, there can be no assurance that we will be successful in the future.
+Added: During 2021, in part due to the overall labor market, challenging current operating environment, and COVID-19 related factors, we encountered increased turnover and wage pressures and we continue to experience turnover and wage pressures in the current operating environment .
+Added: Competition for employees is intense and the labor market is experiencing significant shortages, which has impacted, and has continued to impact, our ability to attract, recruit and retain both qualified senior executives as well as employees for our parks and our headquarters.
+Added: Many competitors or other businesses in the markets in which we operate have increased wages and/or offered enhanced benefit packages which in some cases may be superior to ours.
+Added: We may be unable to retain employees or to attract other highly qualified employees, particularly if we do not offer employment terms that are competitive with the rest of the current market and/or provide sufficient incentives to retain our existing and future employees.
+Added: Also, if we fail to maintain a culture that makes our company an attractive place to work, employee morale may be diminished and we may have difficulty retaining our workforce and recruiting new employees.
+Added: Separately, minimum wage legislation impacts some of our markets which adds additional pressure to our starting wages.
+Added: Partly as a result of these dynamics, during 2021 and currently, we have had difficulty retaining, attracting and hiring ambassadors to meet the staffing goals of certain functions in our parks and corporate headquarters.
+Added: These staffing challenges impacted our ability to open some of our food and beverage outlets, caused us to temporarily close some rides or attractions and/or caused longer wait times in certain areas of our parks, particularly food, beverage and/or retail outlets.
+Added: Despite the staffing challenges we have encountered, we will not compromise the safety of our guests, ambassadors or animals.
+Added: If we are unable to attract and retain adequate numbers of employees to staff our parks especially during peak periods, this could materially adversely affect our business and negatively impact our results of operations and the guest experience as it could impact the number of venues, rides and/or attractions we can open.
+Added: See also, “ Increased labor costs and employee health and welfare benefits may negatively impact our operations”.
+Added: Turnover of personnel, timing or the extent of turnover activity, failure to attract, motivate and retain our employees, or failure to develop and implement a viable succession plan for our senior management, could adversely affect our business, our ability to grow and maintain our business and our future success.
+Added: Changes in our management team and to the Board of Directors may be disruptive to, or cause uncertainty in, our business, and any additional changes to the management team or the Board of Directors could have a negative impact on our ability to manage and grow our business effectively.
+Added: Any disruption or uncertainty or difficulty in efficiently and effectively filling key management roles or maintaining and growing our workforce could have a material adverse impact on our business, results of operations and/or the price of our common stock .
+Added: Various factors beyond our control could adversely affect attendance and guest spending patterns at our theme parks.
+Added: Various factors beyond our control could adversely affect attendance and guest spending patterns at our theme parks.
+Added: These factors could also affect our suppliers, vendors, insurance carriers and other contractual counterparties.
+Added: Such factors include but are not limited to:
+Added: 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;
+Added: 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;
+Added: labor shortages impacting our parks, suppliers or others in the travel industry such as airlines and hotels;
+Added: supply chain delays or shortages;
+Added: fluctuations in foreign exchange rates;
+Added: low consumer confidence;
+Added: 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;
+Added: changes in the desirability of particular locations or travel patterns of both our domestic and international guests;
+Added: oil prices and travel costs and the financial condition of the airline, automotive and other transportation-related industries, any travel-related disruptions or incidents and their impact on travel or decrease transportation options to cities where we have parks;
+Added: war, terrorist activities or threats and heightened travel security measures instituted in response to these events;
+Added: actions or statements by U.S.
+Added: and foreign governmental officials related to travel and corporate travel-related activities (including changes to the U.S.
+Added: visa rules or disease related restrictions or testing requirements) and the resulting public perception of such travel and activities;
+Added: interruption of public or private utility services to our theme parks.
+Added: Any one or more of these factors could adversely affect attendance, revenue, and per capita spending at our theme parks, which could materially adversely affect our business, financial condition and results of operations.
+Added: Fluctuations in foreign currency exchange rates and inflation impact our business.
+Added: A strong dollar increases the cost for international tourists and inflationary pressures increase the cost of living which could impact guest’s willingness to visit our parks or guest spending.
+Added: 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.
+Added: In 2021, the United States encountered increased inflation and we experienced increased costs for labor, goods, services and capital projects.
+Added: Inflation increases the cost of goods we purchase, capital projects, wages and benefits, and services we buy.
+Added: If we are not able to offset inflationary costs, our results of operations will be negatively impacted and possible in a material manner.
+Added: Any of these such events could have a material adverse effect on our business, financial condition, or results of operations.
+Added: Additionally, because many of the attractions at our parks are outdoors, attendance at our parks is adversely affected by bad or extreme weather conditions and forecasts of bad or mixed weather conditions, which negatively affects our revenues and results of operations.
+Added: Adverse weather events could also cause us to incur significant costs to repair or replace rides or facilities and cause extended closure times if rides or facilities have to be replaced.
+Added: Natural disasters and adverse weather conditions can be caused or exacerbated by climate change, and the series of extreme weather events experienced in recent years presents an alarming trend.
+Added: For example, attendance at our parks in 2019 was negatively impacted by Hurricane Dorian over Labor Day weekend.
+Added: 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.
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.
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We incur significant compliance costs in connection with these regulations and violation of such regulations could subject us to fines and penalties and result in the loss of our licenses and permits, which, if occurred, could impact our ability to display certain animals.
−Removed: Future amendments to existing statutes, regulations and treaties or new statutes, regulations and treaties or lawsuits against the Company, government agencies or other third parties in the zoological industry may potentially restrict our ability to maintain our animals, or to acquire new ones to supplement or sustain our breeding programs or otherwise adversely affect our business.
+Added: Future amendments to existing statutes, regulations and treaties or new statutes, regulations and treaties or
+Added: lawsuits against the Company, government agencies or other third parties in the zoological industry may potentially restrict our ability to maintain our animals, or to acquire new ones to supplement or sustain our breeding programs or otherwise adversely affect our business.
In 2016, the California Orca Protection Act was enacted into law and (i) codified the end of captive breeding programs and the export and import of genetic materials for orcas in California, (ii) prohibits the import or export of new orcas into or existing orcas out of California, (iii) permits the transfer of orcas currently in California among existing SeaWorld facilities and (iv) requires educational presentations of orcas in California.
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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.
+Added: However, no legislation has been introduced in the current 117 th Congress.
+Added: There can be no assurance that Congress will not pass legislation 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.
Also, the U.S.
Department of Agriculture’s Animal and Plant Health Inspection Service (“APHIS”) has proposed regulations that could impact our business.
−Removed: 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.
−Removed: This rulemaking would amend Animal Welfare Act regulations to add requirements for contingency planning and training of personnel by research facilities and by dealers,
−Removed: exhibitors, intermediate handlers, and carriers.
−Removed: 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.
−Removed: 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 .
+Added: For example, APHIS released a proposed rule on February 3, 2016 to amend the Animal Welfare Act regulations concerning the humane handling, care and treatment of marine mammals in captivity (the “Proposed APHIS Regulations”).
+Added: The Proposed APHIS Regulations were subject to public comment which ended on May 4, 2016.
+Added: We submitted a comment letter to APHIS expressing our views on the Proposed APHIS Regulations.
+Added: The full impact of the Proposed APHIS Regulations on our business will not be known until the Proposed APHIS Regulations are finalized.
+Added: These Proposed APHIS Regulations were not listed as a priority for APHIS with the release in July 2021 of the Department of Agriculture’s latest Semiannual Unified Agenda of Federal Regulatory and Deregulatory Actions for Fall 2021 (the “Fall 2021 Unified Agenda”), indicating that the agency did not plan any further action at that time on the matter.
+Added: However, there can be no assurance that APHIS will not propose or enact regulations that could materially impact the Company in the future.
+Added: APHIS did include in the Fall 2021 Unified Agenda a notice that it planned to issue a Notice of Proposed Rulemaking to extend its enforcement of the Animal Welfare Act (AWA) to birds, other than birds bred for use in research.
+Added: APHIS says this would help ensure the humane care and treatment of such birds.
+Added: The full impact of these regulations will not be known until the Proposed APHIS Regulations are published.
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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If we are unable to find cost effective alternative distribution channels, the loss of multiple ticket resellers could have a negative impact on our results of operations.
−Removed: Various factors beyond our control could adversely affect attendance and guest spending patterns at our theme parks.
−Removed: Various factors beyond our control could adversely affect attendance and guest spending patterns at our theme parks.
−Removed: These factors could also affect our suppliers, vendors, insurance carriers and other contractual counterparties.
−Removed: Such factors include but are not limited to:
−Removed: 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;
−Removed: 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;
−Removed: fluctuations in foreign exchange rates;
−Removed: low consumer confidence;
−Removed: 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;
−Removed: changes in the desirability of particular locations or travel patterns of both our domestic and international guests;
−Removed: oil prices and travel costs and the financial condition of the airline, automotive and other transportation-related industries, any travel-related disruptions or incidents and their impact on travel or decrease transportation options to cities where we have parks;
−Removed: war, terrorist activities or threats and heightened travel security measures instituted in response to these events;
−Removed: actions or statements by U.S.
−Removed: and foreign governmental officials related to travel and corporate travel-related activities (including changes to the U.S.
−Removed: visa rules or disease related restrictions or testing requirements) and the resulting public perception of such travel and activities;
−Removed: interruption of public or private utility services to our theme parks.
−Removed: Any one or more of these factors could adversely affect attendance, revenue, and per capita spending at our theme parks, which could materially adversely affect our business, financial condition and results of operations.
−Removed: Fluctuations in foreign currency exchange rates impact our business.
−Removed: A strong dollar increases the cost for international tourists and could impact their spending.
−Removed: 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.
−Removed: Any of these such events could have a material adverse effect on our business, financial condition, or results of operations.
−Removed: Additionally, because many of the attractions at our parks are outdoors, attendance at our parks is adversely affected by bad or extreme weather conditions and forecasts of bad or mixed weather conditions, which negatively affects our revenues and results of operations.
−Removed: For example, attendance at our parks in 2019 was negatively impacted by Hurricane Dorian over Labor Day weekend.
−Removed: 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.
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.
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In the past, severe economic downturns, coupled with high volatility and uncertainty as to the future global economic landscape, have had an adverse effect on consumers’ discretionary income and consumer confidence.
−Removed: Volatile, negative, or uncertain economic conditions and recessionary periods may adversely impact attendance figures, the frequency with which guests choose to visit our theme parks and guest spending patterns at our theme parks.
+Added: Volatile, negative, inflationary or uncertain economic conditions and recessionary periods may adversely impact attendance figures, the frequency with which guests choose to visit our theme parks and guest spending patterns at our theme parks.
The actual or perceived weakness in the economy could also lead to decreased spending by our guests.
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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.
−Removed: 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.
−Removed: 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.
+Added: Approximately 58%, 15% and 14% of our revenues in 2021 were generated in the States of Florida, California and Virginia, respectively.
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.
−Removed: Also, our parks in Texas and Virginia have previously been negatively impacted by h urricane s .
−Removed: 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.
+Added: Also, our parks in Texas and Virginia have previously been negatively impacted by hurricanes.
+Added: 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 impacted attendance and results of operations.
+Added: Furthermore, changing climate conditions could add to the frequency and severity of natural disasters and create additional uncertainty as to future trends and exposures.
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 have historically only opened for a portion of the year.
−Removed: 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.
+Added: Historically, approximately two-thirds of our attendance and revenues were generated in the second and third quarters of the year and we generally incurred 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.
−Removed: 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.
+Added: Even for our 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Due in part to the temporary park closures in 2020, along with capacity limitations and/or modified/limited operations and other COVID-19 related impacts on our attendance, the COVID-19 pandemic has impacted the seasonality of our business.
+Added: It is difficult to estimate how the COVID-19 pandemic or other similar events in the future will impact seasonality.
+Added: 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, has historically been of limited duration.
+Added: A ny changes to the operating schedule of a park such as increasing operating days for our seasonal parks, could change the impact of seasonality in the future.
+Added: During 2021, we began year-round operations at SeaWorld San Antonio and began to operate on select days on a year round basis at both Busch Gardens Williamsburg and Sesame Place in Pennsylvania.
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.
+Added: 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.
Because we operate in a competitive industry, our revenues, profits or market share could be harmed if we are unable to compete effectively.
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All animal enterprises involve some degree of risk.
−Removed: All animal interactions by our employees and our guests in attractions in our theme parks, where offered, involves risk.
−Removed: While we maintain strict safety procedures for the protection of our employees and guests, injuries or death, while rare, have occurred in the past.
+Added: All animal interactions by our employees and our guests in attractions in our theme parks, where offered, involve risk.
+Added: While we maintain strict safety procedures for the protection of our guests, employees and the animals in our care, injuries or death, while rare, have occurred in the past.
For example, in February 2010, a trainer was killed while engaged in an interaction with an orca.
−Removed: Following this incident, we were subject to an inspection by the U.S.
−Removed: 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.
+Added: Following this incident, we were subject to an inspection by the 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 animal presentations.
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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.
−Removed: We maintain insurance of the type and in amounts that we believe are commercially reasonable and that are available to animal enterprise related businesses in the theme park industry.
−Removed: We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any self-insurance retention or co-insurance applicable thereto, the level of aggregate coverage available, the availability of coverage for specific risks, or whether insurance we do maintain will be sufficient.
+Added: See also, “ Our insurance coverage may not be adequate to cover all possible losses that we could suffer, and our insurance costs may increase."
Animals in our care are important to our theme parks, and they could be exposed to infectious diseases.
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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.
−Removed: 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.
−Removed: The high fixed cost structure of theme park operations can result in significantly lower margins if revenues decline.
+Added: 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.
+Added: The high fixed cost structure of theme park operations can result in significantly lower margins if revenues decline or we are unable to offset price increases.
A large portion of our expenses is relatively fixed because the costs for employees, maintenance, animal care, utilities, advertising, and insurance do not vary significantly with attendance.
−Removed: These fixed costs may increase at a greater rate than our revenues and may not be able to be reduced at the same rate as declining revenues.
−Removed: 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.
−Removed: Such effects can be especially pronounced during a pandemic or periods of economic contraction or slow economic growth.
+Added: These fixed costs may increase at a greater rate than our revenues especially during inflationary periods and may not be able to be reduced at the same rate as declining revenues.
+Added: If cost-cutting efforts are insufficient to offset increased costs or declines in revenues or are impracticable, we could experience a material decline in margins, revenues, profitability and reduced or negative cash flows.
+Added: Such effects can be especially pronounced during pandemics such as was seen during the COVID-19 pandemic in 2020 or periods of inflation or economic contraction or slow economic growth.
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.
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If these information technology systems suffer severe damage, disruption or shutdown and our business continuity plans do not effectively resolve the issues in a timely manner, our business, financial condition and results of operations could be materially adversely affected.
−Removed: We face security threats, including but not limited to cyber security attacks on our data infrastructure.
+Added: We, along with our third party service providers, face security threats, including but not limited to cyber security attacks on our data infrastructure.
+Added: Like other public companies, our computer systems are regularly subject to and will continue to be the target of computer viruses, malware or other malicious codes (including ransomware), unauthorized access, cyber-attacks or other computer-related penetrations.
We expect to continue devoting significant resources to the security of our information technology systems and the training of our employees and we utilize various procedures and controls to monitor and mitigate technological threats.
−Removed: There can be no assurance that these procedures, investments and/or controls will be sufficient to prevent penetrations, malicious acts or disruptions to our systems.
+Added: There can be no assurance that these procedures, investments and/or controls, nor those of our third party service providers, will be sufficient to prevent penetrations, malicious acts or disruptions to our systems.
Furthermore, a penetrated or compromised data system or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss, fraudulent or unlawful use of guest, employee, company or protected data which could harm our reputation or result in remedial and other costs, fines or lawsuits and require significant management attention and resources to be spent.
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Any system interruptions that result in the unavailability or slowness of our websites could impact our ability to market or sell admissions or other products which could adversely affect our results of operations and/or result in negative publicity.
−Removed: We have in the past experienced, or may in the future experience, temporary system interruptions for a variety of reasons, including security incidents, viruses, telecommunication and other network failures, power failures, programming errors, undetected bugs, design faults, data corruption, denial-of-service attacks, legacy systems, poor scalability or network overload from an overwhelming number of traffic trying to reach our websites at the same time.
+Added: We have in the past experienced, and may in the future experience, temporary system interruptions for a variety of reasons, including security incidents, viruses, telecommunication and other network failures, power failures, programming errors, undetected bugs, design faults, data corruption, denial-of-service attacks, legacy systems, poor scalability or network overload from an overwhelming number of traffic trying to reach our websites at the same time.
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.
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We devote significant resources to recruiting and training our employees.
−Removed: Increased labor costs due to competition, increased minimum wage or employee benefit costs or otherwise, would adversely impact our operating expenses.
+Added: Increased labor costs or turnover due to competition, inflationary pressures, increased minimum wage or employee benefit costs or otherwise, would adversely impact our operating expenses.
For example, the Patient Protection and Affordable Care Act of 2010 and the amendments thereto contain provisions that have impacted our healthcare costs.
−Removed: Additionally, the new administration is encouraging Congress to increase the federal minimum wage to $15 an hour.
+Added: Additionally, the current administration is encouraging Congress to increase the federal minimum wage more broadly to $15.00 an hour in the private sector.
Any future amendments or new legislation could significantly increase our compensation costs, which would reduce our net income and adversely affect our cash flows.
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After the San Diego minimum wage reaches $15 an hour, it will change based on the consumer price index.
−Removed: 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.
−Removed: In November 2020, Florida passed a ballot initiative raising minimum wage to $10.00 per hour effective September 30th, 2021.
−Removed: 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.
−Removed: From that point forward, future minimum wage increases shall revert to being adjusted annually for inflation starting September 30th, 2027.
+Added: Virginia passed legislation that increased the state minimum wage to $9.50 an hour on May 1, 2021 and increases its minimum wage to $15 an hour by 2026.
+Added: In November 2020, Florida passed a ballot initiative raising minimum wage to $10.00 per hour effective September 30, 2021.
+Added: Each September 30 th thereafter, minimum wage shall increase by $1.00 per hour until the minimum wage reaches $15.00 per hour on September 30, 2026.
+Added: From that point forward, future minimum wage increases shall revert to being adjusted annually for inflation starting September 30, 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.
+Added: See also “ If we fail to hire and/or retain employees, our business may be adversely affected”.
Our growth strategy may not achieve the anticipated results.
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We cannot assure you that our operations will be able to generate sufficient cash flow to fund such costs, or that we will be able to obtain sufficient financing on adequate terms, or at all, which could cause us to delay or abandon certain projects or plans.
+Added: We may not realize the benefits of developments, restructurings, acquisitions or other strategic initiatives and we may incur significant costs associated with such activities.
+Added: Our business strategy may include selective expansion, both domestically and internationally, through acquisitions of assets or other strategic initiatives, such as joint ventures, that allow us to profitably expand our business and leverage our brands.
+Added: For example, in 2016 we announced our partnership with Miral Asset Management LLC to develop SeaWorld Abu Dhabi, a first-of-its-kind marine life themed park on Yas Island.
+Added: There is no assurance that the Miral partnership or our other strategic initiatives will be successful.
+Added: In addition, on March 24, 2017, we entered into a Park Exclusivity and Concept Design Agreement and a Center Concept & Preliminary Design Support Agreement with an affiliate of ZHG Group to provide design, support and advisory services for various potential projects and granting exclusive rights in China, Taiwan, Hong Kong and Macau (collectively, the “ZHG Agreements”).
+Added: The ZHG Agreements were terminated in April 2019 as a result of the contract party’s defaulting on the payment of required amounts under these agreements.
+Added: Any international transactions and partnerships are subject to additional risks, including foreign and U.S.
+Added: regulations on the import and export of animals, the impact of economic fluctuations in economies outside of the United States, difficulties and costs of staffing and managing foreign operations due to distance, language and cultural differences, as well as political instability and lesser degree of legal protection in certain jurisdictions, currency exchange fluctuations and potentially adverse tax consequences of overseas operations.
+Added: In addition, the success of any acquisition depends on effective integration of acquired businesses and assets into our operations, which is subject to risks and uncertainties, including realization of anticipated synergies and cost savings, the ability to retain and attract personnel, the diversion of management’s attention from other business concerns, and undisclosed or potential legal liabilities of acquired businesses or assets.
+Added: We are executing on a strategic plan to grow revenue and Adjusted EBITDA and, from time to time, identify and execute on cost reduction opportunities and take other actions designed to achieve operational efficiencies and process improvements.
+Added: There is no assurance that we will be able to achieve and/or sustain the cost savings, grow our business, realize or sustain operational efficiencies or achieve other benefits that we may initially expect.
+Added: In addition, such actions may result in various one-time costs and temporary operational inefficiencies and could negatively impact business and employment relationships during transitional periods.
+Added: See further discussion under the caption “ Management’s Discussion and Analysis of Financial Condition and Results of Operations―Principal Factors and Trends Affecting Our Results of Operations―Costs and Expenses ” included elsewhere in this Annual Report on Form 10-K.
+Added: We have identified a material weakness in our internal control over financial reporting which could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
+Added: Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls.
+Added: As described elsewhere in this Annual Report on Form 10-K, a material weakness in the Company’s internal control over financial reporting existed at December 31, 2021.
+Added: The Board and management are working to develop and implement a remediation plan as soon as practicable.
+Added: That said, the elements of our remediation plan, which is continuing to be developed, can only be accomplished over time, and these initiatives may not accomplish their intended effects.
+Added: Failure to maintain our internal control over financial reporting could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis.
+Added: If our financial statements are not accurate, investors may not have a complete understanding of our operations.
+Added: Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our shares are listed, the SEC or other regulatory authorities, which could result in a material adverse effect on our business and/or we may not be able to maintain compliance with certain of our debt agreements.
+Added: Moreover, failure to timely file our financial statements could cause us to be ineligible to utilize short form registration statements, which could impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition.
+Added: Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our securities.
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.
−Removed: We are subject to allegations, claims and legal actions arising in the ordinary course of our business, which may include claims by third parties, including guests who visit our theme parks, our employees, stockholders and/or regulators.
−Removed: We are currently subject to securities litigation.
+Added: We are subject to allegations, claims and legal actions arising in the ordinary course of our business, which may include claims by third parties, including guests who visit our theme parks, our employees, vendors, stockholders and/or regulators.
+Added: We are currently subject to securities litigation and other disputes.
We are also subject to audits, inspections and investigations by, or receives requests for information from, various federal and state regulatory agencies, including, but not limited to, the U.S.
Department of Agriculture’s Animal and Plant Health Inspection Service (“APHIS”), the U.S.
−Removed: Department of Labor’s Occupational Safety and Health Administration (“OSHA”), the California Occupational Safety and Health Administration (“Cal-OSHA”), state departments of labor, the Florida Fish & Wildlife Commission (“FWC”), the Equal Employment Opportunity Commission (“EEOC”), the Internal Revenue Service (“IRS” ), the U.S.
+Added: Department of Labor’s Occupational Safety and Health Administration, the California Occupational Safety and Health Administration (“Cal-OSHA”), state departments of labor, the Florida Fish & Wildlife Commission (“FWC”), the Equal Employment Opportunity Commission (“EEOC”), the Internal Revenue Service (“IRS” ), the U.S.
Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”).
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The settlement does not include or constitute an admission, concession, or finding of any fault, liability, or wrongdoing by us or any defendant.
−Removed: 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.
−Removed: We also had received subpoenas from the staff of the SEC in connection with these matters.
−Removed: During the year ended December 31, 2018, we reached a settlement with the SEC.
+Added: Also, in September 2018, we reached a settlement with the SEC relating to a previously disclosed SEC investigation.
In connection with the settlement, without admitting or denying the substantive allegations in the SEC’s complaint, we agreed to the entry of a final judgment ordering us to pay a civil penalty of $4.0 million and enjoining us from violation of certain provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 and certain rules thereunder.
−Removed: The settlement was approved by the U.S.
−Removed: District Court for the Southern District of New York on September 24, 2018.
−Removed: On December 11, 2018, the DOJ informed us that it does not intend to take any action against us or any individuals in connection with its investigation.
−Removed: We consider the DOJ matter concluded.
We discuss securities litigation and other litigation to which we are subject in greater detail in “ Item 3.
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While neither of the foregoing situations are likely to occur, either could negatively affect the business, financial condition or results of operations at our theme parks.
−Removed: If we lose key personnel, our business may be adversely affected.
−Removed: Our success depends in part upon a number of key employees, including members of our senior management team who have extensive experience in the industry.
−Removed: We may be unable to retain them or to attract other highly qualified employees, particularly if we do not offer employment terms that are competitive with the rest of the market.
−Removed: Failure to attract, motivate and retain highly qualified employees, or failure to develop and implement a viable succession plan, could adversely affect our business and our future success.
−Removed: Changes in our management team and to the Board of Directors, may be disruptive to, or cause uncertainty in, our business, and any additional changes to the management team or the Board of Directors could have a negative impact on our ability to manage and grow our business effectively.
−Removed: In addition, if we are not effective in our succession planning, it may have a negative impact on our ability to successfully recruit for our management team.
−Removed: Any such disruption or uncertainty or difficulty in efficiently and effectively filling key manageme nt roles could have a material adverse impact on our business, results of operations and/or the price of our common stock.
Unionization activities or labor disputes may disrupt our operations and affect our profitability.
Although none of our employees are currently covered under collective bargaining agreements, we cannot guarantee that our employees will not elect to be represented by labor unions in the future.
−Removed: If some or all of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation arrangements, it could adversely affect our business, financial condition or results of operations.
−Removed: In addition, a labor dispute involving some or all of our employees may disrupt our operations and reduce our revenues, and resolution of disputes may increase our costs.
+Added: For example, in the recent past, we have experienced union organizing activities and these activities were resolved favorably.
+Added: If some or all of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation arrangements, however, it could adversely affect our business, financial condition or results of operations.
+Added: In addition, a labor dispute involving some or all of our employees may disrupt our operations and reduce our revenues, and resolution of labor and employment-related disputes may increase our costs.
Although we maintain binding policies that require employees to submit to a mandatory alternative dispute resolution procedure in lieu of other remedies, as employers, we may be subject to various employment-related claims, such as individual or class actions or government enforcement actions relating to alleged employment discrimination, employee classification and related withholding, wage-hour, labor standards or healthcare and benefit issues.
Such actions, if brought against us and successful in whole or in part, may affect our ability to compete or materially adversely affect our business, financial condition or results of operations.
−Removed: Our business depends on our ability to meet our workforce needs.
−Removed: Our success depends on our ability to attract, train, motivate and retain qualified employees to keep pace with our needs, including employees with certain specialized skills in the field of animal training and care.
−Removed: If we are unable to do so, our results of operations and cash flows may be adversely affected.
−Removed: In addition, we employ a significant seasonal workforce.
−Removed: We recruit year-round to fill thousands of seasonal staffing positions each season and work to manage seasonal wages and the timing of the hiring process to ensure the appropriate workforce is in place.
−Removed: There is no assurance that we will be able to recruit and hire adequate seasonal personnel as the business requires or that we will not experience material increases in the cost of securing our seasonal workforce in the future.
−Removed: Increased seasonal wages or an inadequate workforce could materially adversely affect our business, financial condition or results of operations.
−Removed: See also, “ Increased labor costs and employee health and welfare benefits may negatively impact our operations.”
−Removed: We may not realize the benefits of developments, restructurings, acquisitions or other strategic initiatives and we may incur significant costs associated with such activities.
−Removed: Our business strategy may include selective expansion, both domestically and internationally, through acquisitions of assets or other strategic initiatives, such as joint ventures, that allow us to profitably expand our business and leverage our brands.
−Removed: For example, in 2016 we announced our partnership with Miral Asset Management LLC to develop SeaWorld Abu Dhabi, a first-of-its-kind marine life themed park on Yas Island.
−Removed: There is no assurance that the Miral partnership or our other strategic initiatives will be successful.
−Removed: In addition, on March 24, 2017, we entered into a Park Exclusivity and Concept Design Agreement and a Center Concept & Preliminary Design Support Agreement with an affiliate of ZHG Group to provide design, support and advisory services for various potential projects and granting exclusive rights in China, Taiwan, Hong Kong and Macau (collectively, the “ZHG Agreements”).
−Removed: The ZHG Agreements were terminated in April 2019 as a result of the contract party’s defaulting on the payment of required amounts under these agreements.
−Removed: Any international transactions and partnerships are subject to additional risks, including foreign and U.S.
−Removed: regulations on the import and export of animals, the impact of economic fluctuations in economies outside of the United States, difficulties and costs of staffing and managing foreign operations due to distance, language and cultural differences, as well as political instability and lesser degree of legal protection in certain jurisdictions, currency exchange fluctuations and potentially adverse tax consequences of overseas operations.
−Removed: In addition, the success of any acquisition depends on effective integration of acquired businesses and assets into our operations, which is subject to risks and uncertainties, including realization of anticipated synergies and cost savings, the ability to retain and attract personnel, the diversion of management’s attention from other business concerns, and undisclosed or potential legal liabilities of acquired businesses or assets.
−Removed: We are executing on a strategic plan to grow revenue and Adjusted EBITDA and, from time to time, identify and execute on cost reduction opportunities and take other actions designed to achieve operational efficiencies and process improvements.
−Removed: There is no assurance that we will be able to achieve and/or sustain the cost savings, grow our business, realize or sustain operational efficiencies or achieve other benefits that we may initially expect.
−Removed: In addition, such actions may result in various one-time costs and temporary operational inefficiencies and could negatively impact business and employment relationships during transitional periods.
−Removed: See further discussion under the caption “ Management’s Discussion and Analysis of Financial Condition and Results of Operations―Principal Factors and Trends Affecting Our Results of Operations―Costs and Expenses ” included elsewhere in this Annual Report on Form 10-K.
If we are unable to maintain certain commercial licenses, our business, reputation and brand could be adversely affected.
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Additionally, variable rate indebtedness subjects us to the risk of higher interest rates, which could cause our future debt service obligations to increase significantly.
−Removed: Changes to, or the elimination of, LIBOR may adversely affect interest expense related to our indebtedness.
−Removed: 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.
−Removed: 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.
−Removed: The FCA has indicated it will support the LIBOR indices through 2021, to allow for an orderly transition to an alternative reference rate.
−Removed: 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.
−Removed: Also, if we intend to hedge our LIBOR denominated debt, we cannot predict whether hedging opportunities will exist on acceptable terms.
−Removed: The Alternative Reference Rates Committee, which was charged with determining a replacement for LIBOR, has proposed the Secured Overnight Financing Rate (“SOFR”), as its recommended alternative to LIBOR.
−Removed: Subsequent to that recommendation, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-16, Derivatives and Hedging which includes SOFR as a permitted rates that can be used in the application of hedge accounting pursuant to adoption of the standard (see Note–3 Recent Accounting Pronouncements to our accompanying consolidated financial statements included elsewhere in this Annual report on Form 10-K for further discussion).
−Removed: The Federal Reserve Bank of New York began publishing SOFR rates in April 2018.
−Removed: SOFR is intended to be a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities.
−Removed: The market transition away from LIBOR is expected to be gradual and complicated, and to include the development of term and credit adjustments to accommodate differences between LIBOR and SOFR.
−Removed: There can be no guarantee that SOFR will become widely used or that alternatives may be developed without additional complications.
−Removed: We are not able to predict whether LIBOR will cease to be available after 2021, whether SOFR will become a widely accepted benchmark in place of LIBOR, or what the impact of such a possible transition from LIBOR may be on our business, financial condition, and results of operations.
Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity, and access to capital markets.
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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.
−Removed: 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).
+Added: For example, as of December 31, 2021, our Senior Secured Credit Facilities and Senior Unsecured Credit Facilities were rated by Standard and Poor’s Financial Services (corporate credit rated B+ with a positive outlook, the Senior Secured Credit Facilities rated BB-, and the Senior Unsecured Credit Facilities rated B-) and Moody’s Investors Service (corporate family rated B2 with a stable outlook, the Senior Secured Credit Facilities rated Ba3, and the Senior Unsecured Credit Facilities rated Caa1).
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.
+Added: During 2021, the United States experienced increasing inflation.
+Added: Increased inflation is likely to cause interest rates (including LIBOR) to increase.
We do not currently have any of our debt hedged.
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In addition, if our third-party suppliers’ financial condition deteriorates or they go out of business, we may not be able to obtain the full benefit of manufacturer warranties or indemnities typically contained in our contracts or may need to incur greater costs for the maintenance, repair, replacement or insurance of these assets.
−Removed: We may also incur unanticipated construction delays in completing capital projects which could adversely affect ride or attraction opening dates which could impact our attendance or revenues.
−Removed: Further, when rides and/or attractions have downtime and/or closures, our attendance or revenue could be adversely affected.
+Added: We have incurred and may in the future incur unanticipated construction delays in completing capital projects which could adversely affect ride or attraction opening dates which could impact our attendance or revenues.
+Added: Further, when rides and/or attractions have downtime and/or closures, our guest experience, attendance or revenue could be adversely affected.
Our operations and our ownership of property subject us to environmental requirements, and to environmental expenditures and liabilities.
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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.
−Removed: 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.
−Removed: Our operations are capital intensive and require significant investment in long-lived assets, such as property, equipment and other long-lived assets and indefinite-lived intangible assets.
−Removed: Goodwill and other intangible assets represent a significant portion of our assets.
−Removed: We review goodwill and intangible assets at least annually for impairment.
−Removed: Impairment may result from, among other things, deterioration in park performance, adverse competitive conditions, adverse changes in applicable laws or regulations, including changes that restrict our activities or affect the services we offer, challenges to the validity of our intellectual property and a variety of other factors.
−Removed: For example, in 2017 due to financial performance at the time at our SeaWorld Orlando park, we determined a triggering event had occurred that required an interim goodwill impairment test.
−Removed: 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.
−Removed: There is no assurance that we will not experience similar asset impairments in the future.
−Removed: Any impairment of goodwill or other intangible assets would result in a non-cash charge against earnings, which would adversely affect our results of operations.
−Removed: Changes to tax laws may result in a material adverse effect on our business, cash flow, results of operations or financial condition.
−Removed: The Tax Cuts and Jobs Act (the “Tax Act”), was enacted on December 22, 2017, and contains a number of changes to U.S.
−Removed: federal tax laws.
−Removed: The Tax Act requires complex computations that were not previously provided for under U.S.
−Removed: tax law and significantly revised the U.S.
−Removed: tax code by, among other changes, lowering the corporate income tax rate from 35% to 21% and imposing limitations on the deductibility of interest.
−Removed: 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 .
Tariffs or other trade restrictions could adversely impact our business, financial condition and results of operations.
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The United States has increased tariffs on certain imports from China and other countries.
−Removed: 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.
−Removed: 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:
+Added: Such Trade Restrictions have resulted in increased costs and could result in lower gross margin on impacted products and/or will likely result in increases in 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.
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In addition, any interference with our annual meeting process, including but not limited to a proxy contest for the election of directors at our annual meeting, could require us to incur significant legal and other advisory fees and proxy solicitation expenses and require significant time and attention by management and our Board.
−Removed: 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.
+Added: Hill Path Capital LP and its affiliates could be able to significantly influence our decisions and their interests may conflict with ours or yours in the future.
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”).
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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.
−Removed: Under the HP Agreements, we agreed to appoint up to three Hill Path director designees (“Hill Path Designees”) to our Board of Directors of which two directors may be affiliated with Hill Path and, subject to the independence standards of the New York Stock Exchange, there shall be one Hill Path Designee on each committee of the Board, as determined by Hill Path and subject to the approval of the Nominating and Corporate Governance Committee.
+Added: Under the HP Agreements, we agreed to appoint up to three Hill Path director designees (“Hill Path Designees”) to our Board of Directors of which two directors may be affiliated with Hill Path and, subject to the independence standards of the New York Stock Exchange, there must be one Hill Path Designee on each committee of the Board, as determined by Hill Path and subject to the approval of the Nominating and Corporate Governance Committee.
Scott Ross, founder of Hill Path, James Chambers, a Partner at Hill Path, and Charles Koppelman, who is independent, are the Hill Path Designees.
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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.
−Removed: The policies of the recently elected U.S.
+Added: The policies of the 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.
−Removed: 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.
+Added: While we cannot predict the changes that the administration will make, certain policy changes regarding increases in minimum wage, limitation or restrictions on travel to the United States, foreign trade barriers, domestic travel rules, changes to labor laws or regulations, and/or changes to environmental or animal welfare regulations could adversely affect our business.
Additionally, policies that strengthen the U.S.
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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.
−Removed: 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.
−Removed: The President signed an Executive Order with the goal of increasing the minimum wage for federal workers and contractors to $15.00 an hour.
−Removed: Additionally, the new administration is encouraging Congress to increase the federal minimum wage to $15.00 an hour.
+Added: The President signed an Executive Order with the goal of increasing the minimum wage for federal workers and contractors to $15.00 an hour, which became effective January 30, 2022.
+Added: Additionally, the new administration is encouraging Congress to increase the federal minimum wage more broadly to $15.00 an hour in the private sector.
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.
−Removed: 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.
+Added: The Tax Act, among other changes, imposed limitations on the deductibility of interest.
Additionally, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) temporarily revised the U.S.
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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.
+Added: The relationship between the United States and foreign countries could impact consumers’ willingness to spend discretionary income, the availability and/or cost of goods, the availability of international flights, and/or the ability or desire of foreign tourists to visit the United States.
+Added: For example, the current administration announced a diplomatic boycott of the 2022 Winter Olympic Games and has discussed additional trade restrictions on Russia.
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 .
−Removed: 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 .
−Removed: I t is currently unclear how the agenda of the new administration will impact our business .
−Removed: It is also uncertain if and to what extent various states will conform to the CARES Act.
−Removed: 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.
+Added: We 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.
+Added: It is currently unclear how the agenda of the new administration will impact our business.
+Added: Changes to, or the elimination of, LIBOR may adversely affect interest expense related to our indebtedness.
+Added: Borrowings under our Term B Loan which mature on August 25, 2028, and the Revolving Credit Facility which matures on August 25, 2026 are currently based on LIBOR.
+Added: In March 2021, the United Kingdom’s Financial Conduct Authority (“FCA”), a regulator of financial services firms and financial markets in the United Kingdom, announced that it will phase out of regulatory oversight of LIBOR interest rates indices.
+Added: The FCA has indicated it will support the LIBOR indices for USD dollar LIBOR through June 2023, to allow for an orderly transition to an alternative reference rate.
+Added: There is no assurance that dates announced by the FCA will not change or that the administrator of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published.
+Added: If LIBOR ceases to exist and the implementation of any Benchmark Replacement Conforming Changes ensues, there are no guarantees whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.
+Added: Also, if we intend to hedge our LIBOR denominated debt, we cannot predict whether hedging opportunities will exist on acceptable terms.
+Added: The Alternative Reference Rates Committee, which was charged with determining a replacement for LIBOR, has proposed the Secured Overnight Financing Rate (“SOFR”), as its recommended alternative to LIBOR and will be adjusted by an undetermined fallback rate dependent upon the tenor of the loan.
+Added: Subsequent to that recommendation, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-16, Derivatives and Hedging which includes SOFR as a permitted rate that can be used in the application of hedge accounting pursuant to adoption of the standard.
+Added: The Federal Reserve Bank of New York began publishing SOFR rates in April 2018.
+Added: SOFR is intended to be a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities.
+Added: The market transition away from LIBOR is expected to be gradual and complicated, and to include the development of term and credit adjustments with a fallback rate to accommodate differences between LIBOR and SOFR.
+Added: There can be no guarantee that SOFR will become widely used or that alternatives may be developed without additional complications.
+Added: We are not able to predict whether LIBOR will cease to be available after 2023, whether SOFR will become a widely accepted benchmark in place of LIBOR, what fallback rate will be determined, or what the impact of such a possible transition from LIBOR may be on our business, financial condition, and results of operations.
+Added: If COVID-19 vaccination of employees is mandated, it could have a material adverse effect on our business and results of operations.
+Added: The Occupational Safety and Health Administration (“OSHA”) published an Emergency Temporary Standard (the “ETS”) requiring all employers with at least 100 employees to ensure that their employees are fully vaccinated or require unvaccinated workers to be tested at least once a week.
+Added: While the ETS was withdrawn by OSHA on January 26, 2022, it also serves as a proposed rule for a permanent Coronavirus or infectious disease standard as part of the notice-and-comment rulemaking process.
+Added: If a permanent infectious disease standard becomes effective and we are required to comply with these regulations, given the current labor environment, this regulation could negatively impact our ability to attract and retain sufficient numbers of employees to operate our parks which could have a material adverse impact on our results of operations.
+Added: In addition, if testing is an option, and the government does not cover the cost of testing, there are inadequate testing supplies or equipment for rapid testing, or significant numbers of employees require testing this could also materially and adversely impact our business and results of operations.
Risks Related to Ownership of Our Common Stock
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Our goal is to invest capital to maximize our overall long-term returns.
−Removed: This includes spending on capital projects and expenses, managing debt levels, and periodically returning capital to our stockholders through share repurchases and dividends.
+Added: This includes spending on capital projects and expenses, managing debt levels, and periodically returning capital to our stockholders through share repurchases and/or dividends.
There can be no assurance that our capital allocation decisions will enhance stockholder value.
−Removed: 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.
+Added: 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 $21.8 million remained available under the Share Repurchase Program as of December 31, 2021.
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.
−Removed: In connection with Amendment No.
−Removed: 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.
−Removed: 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.
+Added: The Build Back Better Act, which has not been passed by the Senate, contains a number of proposed changes to U.S.
+Added: federal tax laws.
+Added: One such change is a proposed 1% excise tax on share repurchases, which may impact our future decisions on how to return value to shareholders in the most tax efficient manner and would increase the cost of share repurchases.
+Added: During 2021, we completed share repurchases of 3,692,794 shares for an aggregate total of approximately $215.7 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.
+Added: See Note 20–Stockholders’ (Deficit) Equity in the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
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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Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.
−Removed: Our indebtedness could limit our ability to pay dividends on our common stock in the future.
+Added: Our indebtedness could limit our ability to make restricted payments such as share repurchases and/or pay dividends on our common stock in the future.
+Added: Our ability to make restricted payments such as share repurchases and/or declare dividends 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”).
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.
−Removed: 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”).
−Removed: In connection with Amendment No.
−Removed: 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.