United Parks & Resorts Inc.

Previous wording

References to our “theme parks” or “parks” in the discussion that follows includes all of our separately gated parks. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs and involve numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our Annual Report on Form 10-K, as such risk factors may be updated from time to time in our periodic filings with the SEC. Actual results may differ materially from those contained in any forward-looking statements. You should carefully read “Special Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes thereto included in this Quarterly Report and our audited consolidated financial statements and related notes thereto for the year ended December 31, 2025, included in our Form 10-K. References to our “theme parks” or “parks” in the discussion that follows includes all of our separately gated parks. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs and involve numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our Annual Report on Form 10-K, as such risk factors may be updated from time to time in our periodic filings with the SEC. Actual results may differ materially from those contained in any forward-looking statements. You should carefully read “Special Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

We are a leading theme park and entertainment company providing experiences that matter and inspiring guests to protect animals and the wild wonders of our world. We own or license a portfolio of recognized brands, including SeaWorld, Busch Gardens, Aquatica, Discovery Cove and Sesame Place. Over our more than 60-year history, we have developed a diversified portfolio of 13 differentiated theme parks that are grouped in key markets across the United States and in the United Arab Emirates. Many of our theme parks showcase our one-of-a-kind zoological collection and feature a diverse array of both thrill and family-friendly rides, educational presentations, shows and/or other attractions with broad demographic appeal which deliver memorable experiences and a strong value proposition for our guests.

Current wording

We are a leading theme park and entertainment company providing experiences that matter and inspiring guests to protect animals and the wild wonders of our world. We own or license a portfolio of recognized brands, including SeaWorld, Busch Gardens, Aquatica, Discovery Cove and Sesame Place. Over our more than 65-year history, we have developed a diversified portfolio of 13 differentiated theme parks that are grouped in key markets across the United States and in the United Arab Emirates. Many of our theme parks showcase our one-of-a-kind zoological collection and feature a diverse array of both thrill and family-friendly rides, educational presentations, shows and/or other attractions with broad demographic appeal which deliver memorable experiences and a strong value proposition for our guests.

Previous wording

The theme park industry is seasonal in nature. Historically, we generate the highest revenues in the second and third quarters of each year, in part because three of our theme parks are only open for a portion of the year. As a result, approximately two-thirds of our attendance and revenues were historically generated in the second and third quarters of the year and we generally incurred a net loss in the first quarter. The percent mix of revenues by quarter is relatively constant each year, but revenues can shift between the first and second quarters due to the timing of Easter and spring break holidays and between the first and fourth quarters due to the timing of holiday breaks around Christmas and New Year. Even for our nine theme parks which are 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 and/or start dates could also impact attendance patterns. Any changes to the operating schedule of a park such as increasing operating days for our historically seasonal parks, could change the impact of seasonality in the future.

Current wording

The theme park industry is seasonal in nature. Historically, we generate the highest revenues in the second and third quarters of each year, in part because four of our theme parks are only open for a portion of the year. As a result, approximately two-thirds of our attendance and revenues were historically generated in the second and third quarters of the year and we generally incurred a net loss in the first quarter. The percent mix of revenues by quarter is relatively constant each year, but revenues can shift between the first and second quarters due to the timing of Easter and spring break holidays and between the first and fourth quarters due to the timing of holiday breaks around Christmas and New Year. Even for our eight theme parks which are 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 and/or start dates could also impact attendance patterns. Any changes to the operating schedule of a park such as increasing operating days for our historically seasonal parks, could change the impact of seasonality in the future.

Previous wording

Admissions revenue. Admissions revenue for the three months ended September 30, 2025 decreased $28.3 million, or 9.5%, to $268.7 million as compared to $297.0 million for the three months ended September 30, 2024. The decline was primarily a result of a decrease in admission per capita and attendance. Total attendance for the third quarter of 2025 decreased by approximately 240 thousand guests, or 3.4%, compared to the prior year quarter. The decrease in attendance was primarily due to an unfavorable calendar shift including the timing of the Fourth of July holiday and a decrease in international visitation compared to the prior year quarter. Admission per capita decreased by $2.67 to $39.57 for the third quarter of 2025 compared to $42.24 in the prior year quarter, primarily due to lower realized pricing on certain admission products and the net impact of the admissions product mix when compared to the prior year quarter.

Current wording

Admissions revenue. Admissions revenue for the three months ended March 31, 2026 decreased $8.6 million, or 5.5%, to $147.5 million as compared to $156.1 million for the three months ended March 31, 2025. The decline was primarily a result of decreases in attendance. Total attendance for the first quarter of 2026 decreased by approximately one hundred and seventy thousand guests, or 5.0%, when compared to the prior year quarter. Attendance was negatively impacted by unfavorable weather conditions across most of our markets and a decline in visitation from international markets compared with the prior-year quarter. Admission per capita decreased by 0.5% to $45.81 for the first quarter of 2026 compared to $46.04 in the prior year quarter, primarily due to the net impact of admissions product mix when compared to the prior year quarter.

Previous wording

Food, merchandise and other revenue. Food, merchandise and other revenue for the three months ended September 30, 2025 decreased $5.7 million, or 2.3%, to $243.2 million as compared to $248.9 million for the three months ended September 30, 2024, as a result of a decrease in attendance, as discussed above, partially offset by an increase in in-park per capita spending. In-park per capita spending increased by 1.1% to $35.82 in the third quarter of 2025 compared to $35.42 in the third quarter of 2024. In park per capita spending improved primarily due to pricing initiatives when compared to the prior year quarter.

Current wording

Food, merchandise and other revenue. Food, merchandise and other revenue for the three months ended March 31, 2026 remained flat at $130.8 million as compared to the three months ended March 31, 2025, as lower attendance, as discussed above, was offset by increased in park per capita spending. In-park per capita spending increased by 5.3% to $40.62 in the first quarter of 2026 compared to $38.58 in the first quarter of 2025. In park per capita spending improved primarily due to an increase in demand across many in-park offerings when compared to the first quarter of 2025.

Previous wording

Costs of food, merchandise and other revenues. Costs of food, merchandise and other revenues for the three months ended September 30, 2025 decreased $0.7 million, or 1.7%, to $39.9 million as compared to $40.6 million for the three months ended September 30, 2024.

Current wording

Costs of food, merchandise and other revenues. Costs of food, merchandise and other revenues for the three months ended March 31, 2026 decreased $1.3 million, or 5.7%, as compared to the three months ended March 31, 2025.

Previous wording

Operating expenses. Operating expenses for the three months ended September 30, 2025 increased $7.1 million, or 3.4%, to $214.4 million as compared to $207.3 million for the three months ended September 30, 2024. The increase in operating expenses was primarily due to an increase in labor-related costs and a $2.1 million increase in non-cash self-insurance adjustments compared to the third quarter of 2024.

Current wording

Operating expenses. Operating expenses for the three months ended March 31, 2026 increased $10.0 million, or 6.2%, to $171.2 million as compared to $161.3 million for the three months ended March 31, 2025. The increase in operating expenses is primarily due to an approximately $3.7 million increase in non-cash self-insurance adjustments, and an approximately $2.8 million increase in non-recurring third-party labor and consulting costs when compared to the first quarter of 2025.

Previous wording

Selling, general and administrative expenses. Selling, general and administrative expenses for the nine months ended September 30, 2025 increased $2.2 million, or 1.3%, to $169.2 million as compared to $167.0 million for the nine months ended September 30, 2024. The increase in selling, general and administrative expenses was primarily due to an increase in marketing-related costs compared to the first nine months of 2024.

Current wording

Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended March 31, 2026 increased $3.9 million, or 8.9%, to $48.1 million as compared to $44.1 million for the three months ended March 31, 2025. The increase in selling, general and administrative expenses is primarily due to a non-cash $3.1 million increase in information technology costs primarily related to the amortization of implementation costs of a new enterprise resource planning system when compared to the first quarter of 2025.

Previous wording

Depreciation and amortization. Depreciation and amortization expense for the three months ended September 30, 2025 increased $3.1 million, or 7.5%, to $44.7 million as compared to $41.6 million for the three months ended September 30, 2024. The increase primarily related to new asset additions, partially offset by the impact of asset retirements and fully depreciated assets.

Current wording

Depreciation and amortization. Depreciation and amortization expense for the three months ended March 31, 2026 increased $3.4 million, or 8.1%, to $45.1 million as compared to $41.7 million for the three months ended March 31, 2025. The increase primarily relates to the impact of new asset additions, partially offset by asset retirements and fully depreciated assets.

Previous wording

Interest expense. Interest expense for the three months ended September 30, 2025 decreased $6.2 million, or 15.5%, to $33.5 million as compared to $39.7 million for the three months ended September 30, 2024. The decrease primarily related to the net impact of the Refinancing Transactions completed in 2024, which includes a lower average interest rate on our variable 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 March 31, 2026 decreased $2.4 million, or 7.0%, to $31.7 million as compared to $34.1 million for the three months ended March 31, 2025. The decrease primarily relates to the impact of a lower average interest rate on our variable debt.

Previous wording

Provision for income taxes. Provision for income taxes in the three months ended September 30, 2025 was $29.0 million compared to $41.6 million for the three months ended September 30, 2024. Our consolidated effective tax rate was 24.5% for the three months ended September 30, 2025 compared to 25.8% for the three months ended September 30, 2024. The effective tax rate for the three months ended September 30, 2025 and 2024 was primarily impacted due to state income taxes and limits on certain compensation deductibility.

Current wording

Benefit from income taxes. Benefit from income taxes in the three months ended March 31, 2026 was $5.9 million compared to $1.1 million for the three months ended March 31, 2025. Our consolidated effective tax rate was 14.8% for the three months ended March 31, 2026 compared to 6.2% for the three months ended March 31, 2025. The effective tax rate in the three months ended March 31, 2026 was primarily impacted by state income taxes and deferred revaluation due to state filing changes as of January 1, 2026. 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

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 September 30, 2025, we had a working capital ratio (defined as current assets divided by current liabilities) of 1.1. 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 March 31, 2026, we had a working capital ratio (defined as current assets divided by current liabilities) of 0.5. 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

As market conditions warrant and subject to our contractual restrictions and liquidity position, we or our affiliates, may from time to time purchase our outstanding equity and/or debt securities, including our outstanding bank loans in privately negotiated or open market transactions, by tender offer or otherwise. Any such purchases may be funded by incurring new debt, including additional borrowings under our Senior Secured Credit Facilities. Any new debt may also be secured debt. We may also use available cash on our balance sheet. The amounts involved in any such transactions, individually or in the aggregate, may be material. Further, since some of our debt may trade at a discount to the face amount among current or future syndicate members, any such purchases may result in our acquiring and retiring a substantial amount of any particular series, with the attendant reduction in the trading liquidity of any such series. Depending on conditions in the credit and capital markets and other factors, we will, from time to time, consider other financing transactions, the proceeds of which could be used to refinance our indebtedness or for other purposes.

Current wording

As market conditions warrant and subject to our contractual restrictions and liquidity position, we or our affiliates, may from time to time purchase our outstanding equity and/or debt securities, including our outstanding bank loans in privately negotiated or open market transactions, by tender offer or otherwise. Any such purchases may be funded by incurring new debt, including additional borrowings under our Senior Secured Credit Facilities. Any new debt may also be secured debt. We may also use available cash on our balance sheet. The amounts involved in any such transactions, individually or in the aggregate, may be material. Further, since some of our debt may trade at a discount to the face amount among current or future syndicate members, any such purchases may result in our acquiring and retiring a substantial amount of any particular series, with the attendant reduction in the trading liquidity of any such series. Depending on conditions in the credit and capital markets and other factors, we will, from time to time, consider other financing transactions, the proceeds of which could be used to refinance our indebtedness or for other purposes. We believe that existing cash and cash equivalents, cash flow from operations, and available borrowings under our revolving credit facility will be adequate to meet the capital expenditures, debt service obligations and working capital requirements of our operations for at least the next 12 months.

Previous wording

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

Current wording

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

Previous wording

Net cash provided by operating activities was $301.7 million during the nine months ended September 30, 2025 as compared to $367.7 million during the nine months ended September 30, 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 $66.8 million during the three months ended March 31, 2026 as compared to $25.7 million during the three months ended March 31, 2025. 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 nine months ended September 30, 2025 consisted primarily of capital expenditures of $167.2 million largely related to future attractions. Net cash used in investing activities during the nine months ended September 30, 2024 consisted primarily of $222.2 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 three months ended March 31, 2026 consisted of capital expenditures of $69.6 million largely related to future attractions. Net cash used in investing activities during the three months ended March 31, 2025 consisted primarily of $56.9 million of capital expenditures.

Previous wording

Net cash used in financing activities during the nine months ended September 30, 2025 primarily resulted from $16.3 million used to repurchase shares and payment of related excise tax and repayments of $11.6 million on long-term debt. Net cash used in financing activities during the nine months ended September 30, 2024 primarily resulted from $445.3 million used to repurchase shares, repayments of $238.2 million on long-term debt and $8.6 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.

Current wording

Net cash used in financing activities during the three months ended March 31, 2026 results primarily from $93.8 million used to repurchase shares and repayments of $3.9 million on our long-term debt, partially offset by $30.0 million in net proceeds from activity on our revolving credit facility. 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. See Note 10–Stockholders’ Deficit in our notes to the unaudited condensed consolidated financial statements for further details.

Previous wording

As of September 30, 2025, our Senior Secured Credit Facilities consisted of $1.527 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 September 30, 2025 and will mature on August 23, 2029. As of September 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.

Current wording

As of March 31, 2026, our Senior Secured Credit Facilities consisted of $1.519 billion in Term B-3 Loans which will mature on December 4, 2031, along with a $700.0 million Revolving Credit Facility, of which $30.0 million was drawn upon as of March 31, 2026 and will mature on August 23, 2029. Additionally, as of March 31, 2026, SEA had approximately $10.9 million of outstanding letters of credit, leaving approximately $659.1 million available for borrowing under the Revolving Credit Facility.

Previous wording

As of September 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.

Current wording

As of March 31, 2026, 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.

Previous 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.

Current 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.

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 reconciles Adjusted EBITDA and Covenant Adjusted EBITDA to net (loss) income 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.

Previous wording

(c) Reflects primarily non-cash self-insurance reserve adjustments of: (i) approximately $6.2 million and $15.8 million, respectively, for the three and nine months ended September 30, 2025; (ii) approximately $4.1 million and $8.7 million, respectively, for the three and nine months ended September 30, 2024; and (iii) approximately $28.4 million for the twelve months ended September 30, 2025. Also includes non-cash expenses related to asset write-offs and costs related to certain rides and equipment which were removed from service.

Current wording

(b) For the three months ended March 31, 2026 and 2025 and for the twelve months ended March 31, 2026, 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 $3.7 million and $21.2 million related to non-cash self-insurance reserve adjustments for the three months ended March 31, 2026 and twelve months ended March 31, 2026, respectively.

Previous wording

(d) For the three, nine, and twelve months ended September 30, 2025, reflects business optimization, development and other strategic initiative costs primarily related to: (i) $3.8 million, $7.3 million, and $9.0 million, respectively, of other business optimization costs and strategic initiative costs and (ii) $0.5 million, $0.9 million, and $4.2 million, respectively, of third-party consulting costs. Reflects business optimization, development and other strategic initiative costs primarily related to: (i) $4.4 million and $7.4 million of third-party consulting costs for the three and nine months ended September 30, 2024, respectively, and (ii) $1.3 million and $5.3 million of other business optimization costs and strategic initiative costs for the three and nine months ended September 30, 2024, respectively.

Current wording

(c) For the three months ended March 31, 2026, reflects business optimization, development and other strategic initiative costs primarily related to: (i) $3.5 million related to the implementation of a new enterprise resource planning system; (ii) $2.1 million of other business optimization costs and strategic initiative costs and (iii) $0.8 million of severance and other separation costs.. 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 twelve months ended March 31, 2026, reflects business optimization, development and other strategic initiative costs primarily related to: (i) $10.3 million related to the implementation of a new enterprise resource planning system; (ii) $6.2 million of other business optimization costs and strategic initiative costs; (iii) $2.5 million of severance and other separation costs and (iv) $1.6 million of third-party consulting costs.

Previous wording

(g) Reflects the impact of expenses, net of insurance recoveries and adjustments, incurred primarily related to certain matters, which we are permitted to exclude under the credit agreement governing our Senior Secured Credit Facilities due to the unusual nature of the items.

Current wording

(d) Reflects the impact of expenses, net of insurance recoveries and adjustments, incurred primarily related to certain matters, which we are permitted to exclude under the credit agreement governing our Senior Secured Credit Facilities due to the unusual nature of the items. 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.

Previous 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.

Current wording

(e) 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.

Previous 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.

Current wording

(f) 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.

Previous 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.

Current wording

(h) 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 (f) and (g) above.