United Parks & Resorts Inc.

Previous wording

Admissions revenue. Admissions revenue for the three months ended March 31, 2025 decreased $9.7 million, or 5.8%, to $156.1 million as compared to $165.8 million for the three months ended March 31, 2024. The decline was primarily a result of decreases in admissions per capita and attendance. Total attendance for the first quarter of 2025 decreased by approximately fifty-nine thousand guests, or 1.7%, when compared to the prior year quarter. Attendance was negatively impacted by an unfavorable calendar shift including the shift of Easter and Spring Break holidays from the first quarter to the second quarter when compared to the prior year. Admission per capita decreased by 4.2% to $46.04 for the first quarter of 2025 compared to $48.06 in the prior year quarter, primarily due to the net impact of the admissions product mix and lower realized pricing on certain admission products, due in part to the shift of peak visitation days from the first quarter to the second quarter, when compared to the prior year quarter.

Current wording

Admissions revenue. Admissions revenue for the three months ended June 30, 2025 decreased $8.3 million, or 3.1%, to $255.7 million as compared to $264.0 million for the three months ended June 30, 2024. The decline was primarily a result of a decrease in admission per capita. Total attendance for the second quarter of 2025 increased by approximately 48 thousand guests, or 0.8%, compared to the prior year quarter. The increase in attendance was primarily due to a favorable calendar shift including the shift of Easter and Spring Break holidays from the first quarter to the second quarter, partially offset by the impact of significantly worse weather compared to the prior year quarter. Admission per capita decreased by $1.65 to $41.03 for the second quarter of 2025 compared to $42.68 in the prior year quarter, primarily due to lower realized pricing on certain admission products when compared to the prior year quarter.

Previous wording

Costs of food, merchandise and other revenues. Costs of food, merchandise and other revenues for the three months ended March 31, 2025 decreased $0.1 million, or 0.4%, as compared to the three months ended March 31, 2024.

Current wording

Costs of food, merchandise and other revenues. Costs of food, merchandise and other revenues for the three months ended June 30, 2025 decreased $1.5 million, or 3.8%, to $37.2 million as compared to $38.6 million for the three months ended June 30, 2024, primarily due to a decrease in related revenue and the impact of implemented cost savings initiatives.

Previous wording

Operating expenses. Operating expenses for the three months ended March 31, 2025 decreased $3.6 million, or 2.2%, to $161.3 million as compared to $164.9 million for the three months ended March 31, 2024. The decrease in operating expenses is primarily due to a $4.6 million decrease in non-cash self-insurance adjustments when compared to the first quarter of 2024.

Current wording

Operating expenses. Operating expenses for the three months ended June 30, 2025 increased $14.6 million, or 7.7%, to $204.8 million as compared to $190.2 million for the three months ended June 30, 2024. The increase in operating expenses is primarily due to a $9.6 million increase in non-cash self-insurance adjustments compared to the second quarter of 2024.

Previous wording

Depreciation and amortization. Depreciation and amortization expense for the three months ended March 31, 2025 increased $2.5 million, or 6.4%, to $41.7 million as compared to $39.2 million for the three months ended March 31, 2024. The increase primarily relates to the impact of new asset additions, partially offset by asset retirements and fully depreciated assets.

Current wording

Depreciation and amortization. Depreciation and amortization expense for the three months ended June 30, 2025 increased $2.7 million, or 6.7%, to $43.0 million as compared to $40.3 million for the three months ended June 30, 2024. The increase primarily relates to new asset additions, partially offset by the impact of asset retirements and fully depreciated assets.

Previous wording

Interest expense. Interest expense for the three months ended March 31, 2025 decreased $4.7 million, or 12.0%, to $34.1 million as compared to $38.8 million for the three months ended March 31, 2024. The decrease primarily relates to the net impact of the Refinancing Transactions completed in 2024, which includes a lower average interest rate on our variable debt, partially offset by a higher average outstanding balance on our total debt. See Note 6–Long-Term Debt to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details.

Current wording

Interest expense. Interest expense for the three months ended June 30, 2025 decreased $5.4 million, or 13.8%, to $34.0 million as compared to $39.4 million for the three months ended June 30, 2024. The decrease primarily relates to the net impact of the Refinancing Transactions completed in 2024, which includes a lower average interest rate on our variable debt, partially offset by a higher average outstanding balance on our total debt. See Note 6–Long-Term Debt to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details

Previous wording

Benefit from income taxes. Benefit from income taxes in the three months ended March 31, 2025 was $1.1 million compared to $5.6 million for the three months ended March 31, 2024. Our consolidated effective tax rate was 6.2% for the three months ended March 31, 2025 compared to 33.4% for the three months ended March 31, 2024. The effective tax rate in the three months ended March 31, 2025 was primarily impacted by state income taxes and deferred revaluation due to state filing changes as of January 1, 2025. The effective tax rate in the three months ended March 31, 2024 was primarily impacted by state income taxes and limits on certain compensation deductibility, partially offset by a tax benefit related to equity-based compensation which vested during the period.

Current wording

Provision for income taxes. Provision for income taxes in the three months ended June 30, 2025 was $26.2 million compared to $31.6 million for the three months ended June 30, 2024. Our consolidated effective tax rate was 24.6% for the three months ended June 30, 2025 compared to 25.7% for the three months ended June 30, 2024. The effective tax rate for the three months ended June 30, 2025 and 2024 was primarily impacted due to state income taxes and limits on certain compensation deductibility.

Previous wording

Food, merchandise and other revenue. Food, merchandise and other revenue for the three months ended March 31, 2025 decreased $0.8 million, or 0.6%, to $130.8 million as compared to $131.6 million for the three months ended March 31, 2024, as a result of a decrease in attendance, as discussed above, partially offset by increased in park per capita spending. In-park per capita spending increased by 1.1% to $38.58 in the first quarter of 2025 compared to $38.15 in the first quarter of 2024. In park per capita spending increased primarily due to the impact of increased volume for certain in-park offerings when compared to the first quarter of 2024.

Current wording

Food, merchandise and other revenue. Food, merchandise and other revenue for the six months ended June 30, 2025 increased $0.1 million to $365.3 million as compared to $365.2 million for the six months ended June 30, 2024 as a result of an increase in in-park per capita spending, partially offset by a decrease in attendance, as discussed above. In-park per capita spending increased by 0.1% to $37.95 for the six months ended June 30, 2025 compared to $37.90 for the six months ended June 30, 2024. In park per capita spending improved primarily due to pricing initiatives when compared to the first six months of 2024.

Previous wording

Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended March 31, 2025 decreased $3.7 million, or 7.8%, to $44.1 million as compared to $47.9 million for the three months ended March 31, 2024. The decrease in selling, general and administrative expenses is primarily due to a $3.0 million decrease in third-party consulting costs, including approximately $2.1 million of nonrecurring costs for strategic initiatives when compared to the first quarter of 2024.

Current wording

Selling, general and administrative expenses. Selling, general and administrative expenses for the six months ended June 30, 2025 decreased $3.1 million, or 2.8%, to $108.5 million as compared to $111.7 million for the six months ended June 30, 2024. The decrease in selling, general and administrative expenses is primarily due to a $3.8 million decrease in third-party consulting costs, including approximately $2.5 million of nonrecurring costs for strategic initiatives compared to the first six months of 2024.

Previous wording

Generally, our principal sources of liquidity are cash generated from operations, funds from borrowings and existing cash on hand. Our principal uses of cash typically include the funding of working capital obligations, debt service, investments in theme parks (including capital projects), share repurchases and/or other return of capital to stockholders, when permitted. As of March 31, 2025, we had a working capital ratio (defined as current assets divided by current liabilities) of 0.6. We typically have operated with a working capital ratio of near 1.0 due to a significant deferred revenue balance from revenues paid in advance for our theme park admissions products and high turnover of in-park products that result in limited inventory balances. We believe our cash flow from operations, along with our revolving credit facility, will allow us to meet our liquidity needs.

Current wording

Generally, our principal sources of liquidity are cash generated from operations, funds from borrowings and existing cash on hand. Our principal uses of cash typically include the funding of working capital obligations, debt service, investments in theme parks (including capital projects), share repurchases and/or other return of capital to stockholders, when permitted. As of June 30, 2025, we had a working capital ratio (defined as current assets divided by current liabilities) of 0.8. We typically have operated with a working capital ratio of near 1.0 due to a significant deferred revenue balance from revenues paid in advance for our theme park admissions products and high turnover of in-park products that result in limited inventory balances. We believe our cash flow from operations, along with our revolving credit facility, will allow us to meet our liquidity needs.

Previous wording

The following table presents a summary of our cash flows provided by (used in) operating, investing, and financing activities for the periods indicated:

Current wording

The following table presents a summary of our cash flows (used in) provided by operating, investing, and financing activities for the periods indicated:

Previous wording

Net cash provided by operating activities was $25.7 million during the three months ended March 31, 2025 as compared to $71.4 million during the three months ended March 31, 2024. The change in net cash provided by operating activities was primarily impacted by changes in working capital.

Current wording

Net cash provided by operating activities was $206.9 million during the six months ended June 30, 2025 as compared to $244.7 million during the six months ended June 30, 2024. The change in net cash provided by operating activities was primarily impacted by changes in working capital.

Previous wording

Investing activities consist principally of capital investments we make in our theme parks for future attractions and infrastructure. Net cash used in investing activities during the three months ended March 31, 2025 consisted of capital expenditures of $56.9 million largely related to future attractions. Net cash used in investing activities during the three months ended March 31, 2024 consisted primarily of $87.3 million of capital expenditures.

Current wording

Investing activities consist principally of capital investments we make in our theme parks for future attractions and infrastructure. Net cash used in investing activities during the six months ended June 30, 2025 consisted primarily of capital expenditures of $110.5 million largely related to future attractions. Net cash used in investing activities during the six months ended June 30, 2024 consisted primarily of $166.8 million of capital expenditures.

Previous wording

The following table presents detail of our capital expenditures for the periods indicated. Certain amounts relating to prior period results were reclassified to conform to current period presentation. These reclassifications have not changed the results of operations of the prior period.

Current wording

The following table presents detail of our capital expenditures for the periods indicated.

Previous wording

Net cash used in financing activities during the three months ended March 31, 2025 results primarily from $4.6 million used to repurchase shares and repayments of $3.9 million on our long-term debt. Net cash used in financing activities during the three months ended March 31, 2024 results primarily from $16.9 million used to repurchase shares and from payment of tax withholdings on equity-based compensation through shares withheld of $7.5 million. See Note 10–Stockholders’ Deficit in our notes to the unaudited condensed consolidated financial statements for further details.

Current wording

Net cash used in financing activities during the six months ended June 30, 2025 primarily results from $9.2 million used to repurchase shares and payment of related excise tax and repayments of $7.7 million on long-term debt. Net cash used in financing activities during the six months ended June 30, 2024 primarily results from repayments of $234.3 million on long-term debt, $228.9 million used to repurchase shares and $8.4 million for payments of tax withholdings on equity-based compensation through shares withheld, partially offset by $379.3 million of net proceeds from the issuance of debt.

Previous wording

As of March 31, 2025, our Senior Secured Credit Facilities consisted of $1.535 billion in Term B-3 Loans which will mature on December 4, 2031, along with a $700.0 million Revolving Credit Facility, which had no amounts outstanding as of March 31, 2025 and will mature on August 23, 2029. As of March 31, 2025, SEA had approximately $11.4 million of outstanding letters of credit, leaving approximately $688.6 million available for borrowing under the Revolving Credit Facility.

Current wording

As of June 30, 2025, our Senior Secured Credit Facilities consisted of $1.531 billion in Term B-3 Loans which will mature on December 4, 2031, along with a $700.0 million Revolving Credit Facility, which had no amounts outstanding as of June 30, 2025 and will mature on August 23, 2029. As of June 30, 2025, SEA had approximately $10.9 million of outstanding letters of credit, leaving approximately $689.1 million available for borrowing under the Revolving Credit Facility.

Previous wording

As of March 31, 2025, we were in compliance with all covenants in the credit agreement governing the Senior Secured Credit Facilities and the indentures governing our Senior Notes. See Note 6–Long-Term Debt to our unaudited condensed consolidated financial statements for further details related to our long-term debt and restrictive covenants.

Current wording

As of June 30, 2025, we were in compliance with all covenants in the credit agreement governing the Senior Secured Credit Facilities and the indentures governing our Senior Notes.

Previous wording

We define Adjusted EBITDA as net (loss) income plus (i) income tax (benefit) provision, (ii) loss on extinguishment of debt, (iii) interest expense, consent fees and similar financing costs, (iv) depreciation and amortization, (v) equity-based compensation expense, (vi) certain non-cash charges/credits including those related to asset disposals and self-insurance reserve adjustments, (vii) certain business optimization, development and strategic initiative costs, (viii) merger, acquisition, integration and certain investment costs, and (ix) other nonrecurring costs including incremental costs associated with the COVID-19 pandemic or similar unusual events.

Current wording

We define Adjusted EBITDA as net income plus (i) income tax provision, (ii) loss on extinguishment of debt, (iii) interest expense, consent fees and similar financing costs, (iv) depreciation and amortization, (v) equity-based compensation expense, (vi) certain non-cash charges/credits including those related to asset disposals and self-insurance reserve adjustments, (vii) certain business optimization, development and strategic initiative costs, (viii) merger, acquisition, integration and certain investment costs, and (ix) other nonrecurring costs including incremental costs associated with the COVID-19 pandemic or similar unusual events.

Previous wording

The following table reconciles Adjusted EBITDA and Covenant Adjusted EBITDA to net (loss) income for the periods indicated:

Current wording

The following table reconciles Adjusted EBITDA and Covenant Adjusted EBITDA to net income for the periods indicated:

Previous wording

(a) Reflects a loss on early extinguishment of debt and write-off of discounts and debt issuance costs associated with the Refinancing Transactions in 2024. See Note 6–Long-Term Debt to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details.

Current wording

(a) Reflects a loss on early extinguishment of debt and write-off of debt issuance costs and discounts associated with the Refinancing Transactions in 2024. See Note 6–Long-Term Debt to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details.

Previous wording

(c) For the three months ended March 31, 2025 and 2024 and for the twelve months ended March 31, 2025, includes non-cash expenses related to asset write-offs and costs related to certain rides and equipment which were removed from service. Also includes approximately $4.6 million and $16.6 million related to non-cash self-insurance reserve adjustments for the three months ended March 31, 2024 and twelve months ended March 31, 2025, respectively.

Current wording

(c) Reflects primarily non-cash self-insurance reserve adjustments of: (i) approximately $9.6 million for the three and six months ended June 30, 2025; (ii) approximately $4.6 million for the six months ended June 30, 2024; and (iii) approximately $26.3 million for the twelve months ended June 30, 2025, respectively. Also includes non-cash expenses related to asset write-offs and costs related to certain rides and equipment which were removed from service.

Previous wording

(d) For the three months ended March 31, 2025, reflects business optimization, development and other strategic initiative costs primarily related to $1.2 million of other business optimization costs and strategic initiative costs. For the three months ended March 31, 2024, reflects business optimization, development and other strategic initiative costs primarily related to: (i) $1.8 million of other business optimization costs and strategic initiative costs; and (ii) $1.5 million of third-party consulting costs. For the twelve months ended March 31, 2025, reflects business optimization, development and other strategic initiative costs primarily related to: (i) $9.3 million of third-party consulting costs; and (ii) $6.5 million of other business optimization costs and strategic initiative costs.

Current wording

(d) For the three, six, and twelve months ended June 30, 2025, reflects business optimization, development and other strategic initiative costs primarily related to: (i) $2.2 million, $3.5 million, and $6.5 million, respectively, of other business optimization costs and strategic initiative costs and (ii) $0.4 million, $0.4 million, and $8.2 million, respectively, of third-party consulting costs. Reflects business optimization, development and other strategic initiative costs primarily related to: (i) $2.2 million and $4.0 million of other business optimization costs and strategic initiative costs for the three and six months ended June 30, 2024, respectively, and (ii) $1.5 million and $3.0 million of third-party consulting costs for the three and six months ended June 30, 2024, respectively.

Previous wording

(e) For the three months ended March 31, 2025, primarily reflects costs associated with certain legal matters and nonrecurring contractual liabilities related to the previously disclosed temporary COVID-19 park closures. For the three months ended March 31, 2024, primarily reflects costs associated with nonrecurring contractual liabilities and respective assessments related to the previously disclosed temporary COVID-19 park closures. For the twelve months ended March 31, 2025, primarily reflects a reversal of costs, which had previously been accrued, associated with nonrecurring contractual liabilities and respective assessments related to the previously disclosed temporary COVID-19 park closures.

Current wording

(f) For the three and six months ended June 30, 2025 and 2024, primarily reflects costs associated with certain legal matters and nonrecurring contractual liabilities related to the previously disclosed temporary COVID-19 park closures. For the twelve months ended June 30, 2025, primarily reflects a reversal of costs, which had previously been accrued, associated with nonrecurring contractual liabilities and respective assessments related to the previously disclosed temporary COVID-19 park closures.

Previous wording

(f) Adjusted EBITDA is defined as net (loss) income before income tax expense, interest expense, depreciation and amortization, as further adjusted to exclude certain non-cash, and other items as described above.

Current wording

(h) Adjusted EBITDA is defined as net income before income tax expense, interest expense, depreciation and amortization, as further adjusted to exclude certain non-cash, and other items as described above.

Previous wording

(g) Our Debt Agreements permit the calculation of certain covenants to be based on Covenant Adjusted EBITDA, as defined above, for the last twelve-month period further adjusted for net annualized estimated savings we expect to realize over the following 24-month period related to certain specified actions, including restructurings and cost savings initiatives. These estimated savings are calculated net of the amount of actual benefits realized during such period. These estimated savings are a non-GAAP Adjusted EBITDA add-back item only as defined in the Debt Agreements and does not impact our reported GAAP net (loss) income.

Current wording

(i) Our Debt Agreements permit the calculation of certain covenants to be based on Covenant Adjusted EBITDA, as defined above, for the last twelve-month period further adjusted for net annualized estimated savings we expect to realize over the following 24-month period related to certain specified actions, including restructurings and cost savings initiatives. These estimated savings are calculated net of the amount of actual benefits realized during such period. These estimated savings are a non-GAAP Adjusted EBITDA add-back item only as defined in the Debt Agreements and does not impact our reported GAAP net income.

Previous wording

(i) Covenant Adjusted EBITDA is defined in the Debt Agreements as Adjusted EBITDA for the last twelve-month period further adjusted for net annualized estimated savings among other adjustments as described in footnotes (g) and (h) above.

Current wording

(k) Covenant Adjusted EBITDA is defined in the Debt Agreements as Adjusted EBITDA for the last twelve-month period further adjusted for net annualized estimated savings among other adjustments as described in footnotes (i) and (j) above.