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Leases
3 Months Ended
Mar. 31, 2019
Leases [Abstract]  
Leases

7. LEASES

The Company adopted ASC 842, Leases, as of January 1, 2019 using the modified retrospective approach and elected the “Comparatives Under 840 Option” allowing the Company to not recast comparative periods in the period of adoption but present those periods under historical requirements of ASC 840.  The Company has land, warehouse and office space, and equipment leases which are classified as either operating or financing obligations.

Under the provisions of ASC 842, right to use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.  Lease terms may include options to renew when it is reasonably certain that the Company will exercise that option.  Lease expense for lease payments is recognized on a straight-line basis over the term of the operating lease.

The present value of future minimum lease payments is calculated using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate, which reflects the rate of interest the Company would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. As most of the Company’s leases do not provide an implicit rate, the Company uses incremental borrowing rates based on the information available at commencement date in determining the present value of the lease payments. In calculating the incremental borrowing rates, the Company considered recent ratings from credit agencies, recent trading prices on the Company’s debt, and current lease demographic information. The Company used the incremental borrowing rates on December 31, 2018 for newly recognized operating leases that commenced prior to that date. The Company applies the incremental borrowing rates at a portfolio level based on lease terms.

The Company has elected not to recognize on the balance sheet leases with an initial and expected term of 12 months or less, instead lease expense is recognized for these short-term leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed upon adoption of ASC 842, the Company has elected to combine lease and non-lease components for each class of underlying asset based on a practical expedient permitted under ASC 842.

Some of the Company’s leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years or more. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or a purchase option reasonably certain of exercise.

Certain of the Company’s lease agreements include rental payments based on a percentage of sales over contractual levels and others include rental payments adjusted periodically for inflation. These variable lease payments are typically recognized when the underlying event occurs and are included in operating expenses in the Company's unaudited condensed consolidated statements of comprehensive loss in the same line item as the expense arising from fixed lease payments. The Company’s lease agreements do not contain any material residual value guarantees, material restrictive covenants or material variable lease costs other than those described below related to the Company’s land lease.

The Company has a land lease which consists of a long-term lease with the City of San Diego covering approximately 190 acres, including approximately 17 acres of water in Mission Bay Park, California (the “Premises”). Under the terms of the lease, the Premises must be used as a marine park facility and related uses. In addition, the Company may not operate another marine park facility within a radius of 560 miles from the City of San Diego. The annual rent under the lease is variable and calculated on the basis of a specified percentage of the Company’s gross income from the Premises, or the minimum yearly rent, whichever is greater. The current lease term for the Premises ends in June 2048 with a corresponding lease liability being amortized using an estimated incremental borrowing rate of 8.2%.  The minimum yearly rent is adjusted every three years to an amount equal to 80% of the average accounting year rent actually paid for the three previous years. The current minimum yearly rent is approximately $10.4 million, which is subject to adjustment on January 1, 2020. Actual payments may vary from the annual straight-line minimum base rent based on shift of seasonal performance results. Rent payments related to the Premises for the three months ended March 31, 2019 were approximately $1.7 million. Upon adoption of ASC 842, the Company also reclassified a favorable lease asset net balance of $14.0 million related to the Premises from other intangible assets, net, to right of use assets-operating on the accompanying unaudited condensed consolidated balance sheet as of March 31, 2019.

The tables below present the lease balances and their classification on the accompanying unaudited condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018:

 

 

 

 

March 31,

 

Leases

 

Classification

 

2019

 

Assets

 

 

 

(In thousands)

 

Operating leases

 

Right of use assets - operating

 

$

145,807

 

Financing leases

 

Other assets, net

 

 

3,990

 

Total lease assets

 

 

 

$

149,797

 

Liabilities

 

 

 

 

 

 

Current

 

 

 

 

 

 

Operating leases

 

Operating lease obligations

 

 

4,118

 

Financing leases

 

Other accrued liabilities

 

 

693

 

Noncurrent

 

 

 

 

 

 

Operating leases

 

Long-term operating lease obligations

 

 

128,119

 

Financing leases

 

Other liabilities

 

 

3,333

 

Total lease liabilities

 

 

 

$

136,263

 

 

 

 

 

 

December 31,

 

Leases

 

Classification

 

2018

 

Assets

 

 

 

(In thousands)

 

Favorable lease asset

 

Other intangible assets, net

 

$

13,961

 

Capital leases

 

Property and equipment, at cost

 

 

3,066

 

Capital leases, accumulated depreciation

 

Accumulated depreciation

 

 

(122

)

Total lease assets

 

 

 

 

16,905

 

Liabilities

 

 

 

 

 

 

Current

 

 

 

 

 

 

Capital leases

 

Other accrued liabilities

 

$

143

 

Noncurrent

 

 

 

 

 

 

Capital leases

 

Other liabilities

 

 

2,822

 

Total lease liabilities

 

 

 

$

2,965

 

The table below presents the lease costs and their classification on the accompanying unaudited condensed consolidated statements of comprehensive loss for the three months ended March 31, 2019:

Lease Cost

 

Classification

 

(In thousands)

 

Operating lease cost

 

Operating expenses

 

$

2,758

 

Operating lease cost

 

Selling, general and administrative expenses

 

 

137

 

Financing lease cost

 

 

 

 

 

 

Amortization of leased assets

 

Depreciation and amortization

 

 

184

 

Interest on lease liabilities

 

Interest expense

 

 

40

 

Net lease cost

 

 

 

$

3,119

 

In addition to the operating lease costs above, short term rent expense for the three months ended March 31, 2019 was approximately $0.8 million and is included in operating expenses and selling, general and administrative expenses on the accompanying unaudited condensed consolidated statements of comprehensive loss.

The table below presents the Company’s lease maturities as of March 31, 2019:

 

 

Operating leases

 

 

 

 

 

Years Ending December 31,

 

Land lease

 

 

Other operating leases

 

 

Total operating leases

 

 

Financing leases

 

 

 

(In thousands)

 

Remainder of 2019

 

$

7,801

 

 

$

3,109

 

 

$

10,910

 

 

$

622

 

2020

 

 

10,401

 

 

 

3,824

 

 

 

14,225

 

 

 

825

 

2021

 

 

10,401

 

 

 

3,478

 

 

 

13,879

 

 

 

332

 

2022

 

 

10,401

 

 

 

2,497

 

 

 

12,898

 

 

 

208

 

2023

 

 

10,401

 

 

 

1,954

 

 

 

12,355

 

 

 

204

 

2024

 

 

10,401

 

 

 

1,740

 

 

 

12,141

 

 

 

201

 

Thereafter

 

 

244,431

 

 

 

2,993

 

 

 

247,424

 

 

 

2,593

 

Total lease payments

 

 

304,237

 

 

 

19,595

 

 

 

323,832

 

 

 

4,985

 

Less: Imputed Interest

 

 

(188,224

)

 

 

(3,371

)

 

 

(191,595

)

 

 

(959

)

Present value of lease liabilities

 

$

116,013

 

 

$

16,224

 

 

$

132,237

 

 

$

4,026

 

Operating lease payments include approximately $8.2 million related to options to extend lease terms that are reasonably certain of being exercised.

The table below presents the future minimum lease payments for long-term non-cancellable operating and financing leases under ASC 840 as of December 31, 2018:

Years Ending December 31,

 

Operating leases

 

 

Financing leases

 

 

 

(In thousands)

 

2019

 

$

16,578

 

 

$

231

 

2020

 

 

14,179

 

 

 

226

 

2021

 

 

13,111

 

 

 

220

 

2022

 

 

11,416

 

 

 

208

 

2023

 

 

10,479

 

 

 

204

 

Thereafter

 

 

265,234

 

 

 

2,794

 

Total lease payments

 

$

330,997

 

 

 

3,883

 

Less: Interest

 

 

 

 

 

 

(918

)

Total principal payable on financing leases

 

 

 

 

 

$

2,965

 

The table below presents the weighted average remaining lease terms and applicable discount rates as of March 31, 2019:

Lease term and discount rate

 

 

 

 

Weighted average remaining lease term (years)

 

 

 

 

Operating leases

 

 

26.41

 

Financing leases

 

 

14.19

 

Weighted average discount rate

 

 

 

 

Operating leases

 

 

8.10

%

Financing leases

 

 

4.19

%

The table below presents the cash flows and supplemental information associated with the Company’s leasing activities for the three months ended March 31, 2019:

Other Information

 

(In thousands)

 

Operating cash flows from operating leases

 

$

2,764

 

Operating cash flows from financing leases

 

$

40

 

Financing cash flows from financing leases

 

$

168

 

Right of use assets obtained in exchange for financing lease obligations

 

$

1,230

 

Right of use assets obtained in exchange for operating lease obligations

 

$

133,297

 

 

All long-lived assets, including right to use assets associated with leases, are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. The measurement of an impairment loss to be recognized is based upon the difference between the estimated fair value and the carrying amounts of the assets. Fair value is generally determined based upon a discounted cash flow analysis.