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Stockholders' Equity
12 Months Ended
Dec. 31, 2017
Equity [Abstract]  
Stockholders' Equity

20.  STOCKHOLDERS’ EQUITY

As of December 31, 2017, 92,637,403 shares of common stock were issued in the accompanying consolidated balance sheet, which excludes 4,240,991 unvested shares of common stock held by certain participants in the Company’s equity compensation plans (see Note 19–Equity-Based Compensation) and includes 6,519,773 shares of treasury stock held by the Company (see Share Repurchase Program discussion 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 suspended the Company’s quarterly dividend policy to allow greater flexibility to deploy capital to opportunities that offer the greatest long term returns to shareholders, such as, but not limited to, share repurchases, investments in new attractions or debt repayments.

During the years ended December 31, 2016 and 2015, 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

 

(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 in the accompanying consolidated statements of changes in stockholders’ equity.

As of December 31, 2017, the Company had $470 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, which were granted prior to the dividend suspension, carry dividend rights and therefore the dividends accumulate and will be paid as the shares vest in accordance with the underlying equity compensation grants.  These dividend rights will be forfeited if the shares do not vest.

Dividends paid to common stockholders primarily related to dividend declarations were $65,306 and $72,318 in the years ended December 31, 2016 and 2015, respectively. For tax purposes, all of the 2016 dividends as well as a portion of the 2015 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.  The Company does not record a dividend payable when the performance conditions on the related unvested shares are not considered probable of being achieved.  During the year ended December 31, 2017, accumulated cash dividends of $1,544 related to previous dividend declarations were paid to certain equity plan participants upon vesting of restricted shares, including approximately $1,300 related to certain 2.75x Performance Restricted shares which vested upon closing of the Sale on May 8, 2017 (see Note 19–Equity-Based Compensation for further details). Additionally, 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 19–Equity-Based Compensation for further details).  

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 years ended December 31, 2017 and 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, 2017.

All shares repurchased pursuant to the Share Repurchase Program, along with shares repurchased directly from selling stockholders concurrently with previous secondary offerings, were recorded as treasury stock at a total cost of $154,871 as of the years ended December 31, 2017, 2016 and 2015 and are reflected as a reduction to stockholders’ equity in the accompanying consolidated statements of changes in stockholders’ equity.

Other

On March 24, 2017, the Company announced that an affiliate of ZHG Group entered into an agreement to acquire approximately 21% of the outstanding shares of common stock of the Company from Seller, pursuant to a Stock Purchase Agreement. On May 8, 2017, upon closing of the Sale, ZHG paid Seller $23.00 per share for the Company’s common stock acquired by ZHG in accordance with the terms of the Stock Purchase Agreement. The Company is not a party to the Stock Purchase Agreement, has no obligations thereunder and did not independently verify any arrangements between Seller and ZHG, but is a party to certain other agreements, a Park Exclusivity and Concept Design Agreement and a Center Concept & Preliminary Design Support Agreement, entered into in connection with the Sale (see Note 1–Description of the Business and Note 17–Related-Party Transactions).