United Parks & Resorts Inc.

Previous wording

We have a dedicated team of employees and consultants focused on reducing costs and improving operating margins and streamlining our labor structure to better align with our strategic business objectives. We have spent significant time reviewing our operations and have identified meaningful cost savings opportunities, including technology initiatives, which we believe will further strengthen our business and, in some instances, improve guest experiences.

Current wording

We have a dedicated team of employees and consultants, along with a board committee, focused on reducing costs and improving operating margins and streamlining our labor structure to better align with our strategic business objectives. We have spent significant time reviewing our operations and have identified meaningful cost savings opportunities, including technology initiatives, which we believe will further strengthen our business and, in some instances, improve guest experiences.

Previous wording

The following discussion provides an analysis of our operating results for the three months ended March 31, 2026 and 2025. The following data should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

The following discussion provides an analysis of our operating results for the three and six months ended June 30, 2026 and 2025. The following data should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Previous 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.

Current wording

Admissions revenue. Admissions revenue for the three months ended June 30, 2026 decreased $11.7 million, or 4.6%, to $244.1 million as compared to $255.7 million for the three months ended June 30, 2025. The decline was primarily a result of a decrease in attendance and admission per capita. Total attendance for the second quarter of 2026 decreased by 179 thousand guests, or 2.9%, compared to the same prior year quarter. The decrease in attendance was primarily due to an unfavorable calendar shift including the timing of the Easter holiday and a decrease in international visitation compared to the same prior year quarter. Admission per capita decreased by $0.72 to $40.31 for the second quarter of 2026 compared to $41.03 in the prior year quarter, primarily due to the net impact of the admissions product mix when compared to the same 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, 2026 decreased $1.3 million, or 5.7%, as compared to the three months ended March 31, 2025.

Current wording

Costs of food, merchandise and other revenues. Costs of food, merchandise and other revenues for the three months ended June 30, 2026 increased $0.9 million, or 2.4%, to $38.1 million as compared to $37.2 million for the three months ended June 30, 2025.

Previous 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.

Current wording

Operating expenses. Operating expenses for the three months ended June 30, 2026 increased $10.9 million, or 5.3%, to $215.7 million as compared to $204.8 million for the three months ended June 30, 2025. The increase in operating expenses was primarily due to a $4.1 million increase in non-recurring third-party labor and consulting costs primarily related to damages from a historic winter freeze in our Florida parks.

Previous 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.

Current wording

Depreciation and amortization. Depreciation and amortization expense for the three months ended June 30, 2026 increased $2.8 million, or 6.5%, to $45.8 million as compared to $43.0 million for the three months ended June 30, 2025. The increase primarily related to new asset additions, partially offset by the impact of asset retirements and fully depreciated assets.

Previous 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

Current wording

Provision for income taxes. Provision for income taxes in the three months ended June 30, 2026 was $21.4 million compared to $26.2 million for the three months ended June 30, 2025. Our consolidated effective tax rate was 25.3% for the three months ended June 30, 2026 compared to 24.6% for the three months ended June 30, 2025. The effective tax rate for the three months ended June 30, 2026 and 2025 was primarily impacted due to state income taxes and limits on certain compensation deductibility.

Previous 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.

Current wording

Selling, general and administrative expenses. Selling, general and administrative expenses for the six months ended June 30, 2026 increased $6.1 million, or 5.6%, to $114.7 million as compared to $108.5 million for the six months ended June 30, 2025. The increase is primarily due to a non-cash $4.8 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 six months of 2025.

Previous 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.

Current wording

Interest expense. Interest expense for the six months ended June 30, 2026 decreased $4.0 million, or 5.8%, to $64.1 million as compared to $68.1 million for the six months ended June 30, 2025. The decrease primarily relates to the impact of a lower average interest rate on our variable debt.

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. 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.

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.

Previous 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.

Current wording

Net cash provided by operating activities was $236.8 million during the six months ended June 30, 2026 as compared to $206.9 million during the six months ended June 30, 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 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.

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, 2026 consisted of capital expenditures of $138.2 million largely related to future attractions. Net cash used in investing activities during the six months ended June 30, 2025 consisted primarily of $110.5 million of capital expenditures.

Previous 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.

Current wording

Net cash used in financing activities during the six months ended June 30, 2026 primarily resulted from $220.3 million used to repurchase shares and payment of related excise tax and repayments of $7.7 million on long-term debt, partially offset by net proceeds of $50 million drawn from the revolving credit facility. Net cash used in financing activities during the six months ended June 30, 2025 primarily resulted from $9.2 million used to repurchase shares and repayments of $7.7 million on long-term debt.

Previous 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.

Current wording

As of June 30, 2026, our Senior Secured Credit Facilities consisted of $1.515 billion in Term B-3 Loans which will mature on December 4, 2031, along with a $700.0 million Revolving Credit Facility, of which $50.0 million was drawn upon as of June 30, 2026 and will mature on August 23, 2029. Additionally, as of June 30, 2026, SEA had approximately $10.9 million of outstanding letters of credit, leaving approximately $639.1 million available for borrowing under the Revolving Credit Facility.

Previous 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.

Current wording

As of June 30, 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.

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

Under the credit agreement governing the Senior Secured Credit Facilities and the indentures governing our Senior Notes and First-Priority Senior Secured Notes (collectively, the “Debt Agreements”), our ability to engage in activities such as incurring additional indebtedness, making investments, refinancing certain indebtedness, paying dividends and entering into certain merger transactions is governed, in part, by our ability to satisfy tests based on Covenant Adjusted EBITDA as defined in the Debt Agreements (“Covenant Adjusted EBITDA”).

Current wording

Under the credit agreement governing the Senior Secured Credit Facilities and the indentures governing our Senior Notes (collectively, the “Debt Agreements”), our ability to engage in activities such as incurring additional indebtedness, making investments, refinancing certain indebtedness, paying dividends and entering into certain merger transactions is governed, in part, by our ability to satisfy tests based on Covenant Adjusted EBITDA as defined in the Debt Agreements (“Covenant Adjusted EBITDA”).

Previous 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.

Current wording

The following table reconciles Adjusted EBITDA and Covenant Adjusted EBITDA to net 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

(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.

Current wording

(b) Reflects primarily non-cash self-insurance reserve adjustments of: (i) approximately $4.6 million and $8.3 million, respectively, for the three and six months ended June 30, 2026; (ii) approximately $9.6 million for the three and six months ended June 30, 2025; and (iii) approximately $16.2 million for the twelve months ended June 30, 2026. 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

(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.

Current wording

(c) For the three, six, and twelve months ended June 30, 2026, reflects business optimization, development and other strategic initiative costs primarily related to: (i) $8.8 million, $14.4 million, and $23.0 million, respectively, of other business optimization costs and strategic initiative costs and (ii) $1.3 million, $1.6 million, and $2.5 million, respectively, of third-party consulting costs. Reflects business optimization, development and other strategic initiative costs primarily related to: (i) $0.4 million, $0.4 million, and $8.2 million of third-party consulting costs for the three, six, and twelve months ended June 30, 2025, respectively, and (ii) $2.2 million, $3.5 million, and $6.5 million of other business optimization costs and strategic initiative costs for the three, six, and twelve months ended June 30, 2025, respectively.

Previous 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.

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.

Previous 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.

Current wording

(e) 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

(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.

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 income.

Previous wording

Material Cash Requirement from Known Contractual and Other Obligations and Commitments

Current wording

Material Cash Requirements from Known Contractual and Other Obligations and Commitments

Previous wording

There have been no material changes to our contractual obligations as March 31, 2026 from those previously disclosed in our Annual Report on Form 10-K.

Current wording

There have been no material changes to our contractual obligations as of June 30, 2026 from those previously disclosed in our Annual Report on Form 10-K.