Stockholders' Equity

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Stockholders' Equity

19.  STOCKHOLDERS’ EQUITY

As of December 31, 2016, 91,861,054 shares of common stock were issued on the accompanying consolidated balance sheet, which excludes 3,596,217 unvested shares of common stock held by certain participants in the Company’s equity compensation plan (see Note 18–Equity-Based Compensation) and includes 6,519,773 shares of treasury stock held by the Company (see Secondary Offering and Concurrent Share Repurchase and Share Repurchase Program discussions below).

Dividends

Prior to September 19, 2016, the Board had a policy to pay, subject to legally available funds, regular quarterly dividends.  The payment and timing of cash dividends was within the discretion of the Board and depended on many factors, including, but not limited to, the Company’s results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in its debt agreements and in any preferred stock, business prospects and other factors that the Board deemed relevant.  On September 19, 2016, the Board declared a cash dividend of $0.10 per share of common stock, which was paid on October 7, 2016.  Subsequent to this dividend declaration, the Board also suspended the Company’s quarterly dividend policy to allow greater flexibility to deploy capital, when possible, to opportunities that offer the greatest long term returns to shareholders, such as, but not limited to, investments in new attractions, debt repayments or share repurchases.

During the years ended December 31, 2016, 2015 and 2014, the Board declared or paid quarterly cash dividends to all common stockholders of record as follows:

Record Date	Payment Date	Cash Dividend per Common Share
2016:
January 15, 2016	January 22, 2016	$	0.21
March 14, 2016 (a)	April 1, 2016	$	0.21
June 20, 2016 (a)	July 1, 2016	$	0.21
September 29, 2016	October 7, 2016	$	0.10
2015:
January 13, 2015	January 22, 2015	$	0.21
March 13, 2015(a)	April 1, 2015	$	0.21
June 22, 2015(a)	July 1, 2015	$	0.21
September 29, 2015	October 6, 2015	$	0.21
2014:
March 20, 2014(a)	April 1, 2014	$	0.20
June 20, 2014(a)	July 1, 2014	$	0.21
September 29, 2014	October 6, 2014	$	0.21

^(a) As the Company had an accumulated deficit at the time these dividends were declared, these dividends were accounted for as a return of capital and recorded as a reduction to additional paid-in capital on the accompanying consolidated statements of changes in stockholders’ equity.

As of December 31, 2016, the Company had $908 of cash dividends recorded as dividends payable in the accompanying consolidated balance sheet, which relates to unvested time restricted shares and unvested performance restricted shares with a performance condition considered probable of being achieved. These shares carry dividend rights and therefore the dividends will be paid as the shares vest in accordance with the underlying stock compensation grants.  These dividend rights will be forfeited if the shares do not vest.

Dividends paid to common stockholders were $65,306, $72,318 and $72,113 in the years ended December 31, 2016, 2015 and 2014, respectively. For tax purposes, all of the 2016 dividends and a portion of the 2015 and 2014 dividends were treated as a return of capital to stockholders.  Distributions that qualify as a return of capital are not considered “dividends” for tax purposes only.

Dividends on all performance-vesting restricted share awards accumulate and are paid only if the performance conditions are met and the respective shares vest in accordance with their terms.  On April 1, 2016, the Company’s 2.25x Performance Restricted shares held by certain participants in the Company’s Omnibus Incentive Plan and Pre-IPO Incentive Plan vested and accumulated dividends were paid (see Note 18–Equity-Based Compensation for further details).  Accumulated dividends on the 2.75x Performance Restricted shares are approximately $3,690, and will be paid only if and to the extent these 2.75x Performance Restricted shares vest in accordance with their terms.  Accumulated dividends on the Long-Term Incentive Performance Restricted shares were approximately $180, of which approximately $18 was recorded related to the portion of the shares considered probable of vesting. The Company does not record a dividend payable when the performance conditions on the related unvested shares are not considered probable of being achieved.

Secondary Offering and Concurrent Share Repurchase

On April 9, 2014, the selling stockholders completed an underwritten secondary offering of 17,250,000 shares of common stock, including 2,250,000 shares pursuant to the exercise in full of the underwriters’ option to purchase additional shares. The selling stockholders received all of the net proceeds from the offering and no shares were sold by the Company. In the year ended December 31, 2014, the Company incurred fees and expenses of $747 in connection with this secondary offering which is shown as secondary offering expenses on the accompanying consolidated statements of comprehensive (loss) income.

Concurrently with the closing of the secondary offering in April 2014, the Company repurchased 1,750,000 shares of its common stock directly from the selling stockholders in private, non-underwritten transactions at a price per share equal to the price per share paid to the selling stockholders by the underwriters in the respective secondary offering.

Share Repurchase Program

In 2014, the Board authorized the repurchase of up to $250,000 of the Company’s common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The Share Repurchase Program has no time limit and may be suspended or discontinued completely at any time. The number of shares to be purchased and the timing of purchases will be based on the level of the Company’s cash balances, general business and market conditions, and other factors, including legal requirements, debt covenant restrictions and alternative investment opportunities.

No shares were repurchased by the Company during the year ended December 31, 2016.  During the year ended December 31, 2015, the Company repurchased a total of 2,413,803 shares of common stock at an average price of $18.62 per share and a total cost of approximately $45,000 leaving $190,000 available for future repurchases under the Share Repurchase Program as of December 31, 2016.

During the year ended December 31, 2014, the Company repurchased a total of 855,970 shares of common stock at an average price of $17.50 per share and a total cost of approximately $15,000. The Company paid $5,650 in January 2015 for settlement of shares repurchased in December 2014.

All shares repurchased pursuant to the Share Repurchase Program and all shares repurchased directly from the selling stockholders concurrently with the secondary offerings were recorded as treasury stock at a total cost of $154,871 at December 31, 2016 and 2015 and $109,871 as of December 31, 2014, and are reflected as a reduction to stockholders’ equity on the accompanying consolidated statements of changes in stockholders’ equity.