General (Policies)

6 Months Ended

Jun. 25, 2020

General

Basis of Presentation

Basis of Presentation - The unaudited consolidated financial statements for the 13 and 26 weeks ended June 25, 2020 and June 27, 2019 have been prepared by the Company. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary to present fairly the unaudited interim financial information at June 25, 2020, and for all periods presented, have been made. The results of operations during the interim periods are not necessarily indicative of the results of operations for the entire year or other interim periods. However, the unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 26, 2019.

Accounting Policies

Accounting Policies - Refer to the Company’s audited consolidated financial statements (including footnotes) for the fiscal year ended December 26, 2019, contained in the Company’s Annual Report on Form 10-K for such year, for a description of the Company’s accounting policies.

Depreciation and Amortization

Depreciation and Amortization - Depreciation and amortization of property and equipment are provided using the straight-line method over the shorter of the estimated useful lives of the assets or any related lease terms. Depreciation expense totaled $18,852,000 and $37,886,000 for the 13 and 26 weeks ended June 25, 2020, respectively, and $18,284,000 and $34,239,000 for the 13 and 26 weeks ended June 27, 2019, respectively.

Long-Lived Assets

Long-Lived Assets – The Company periodically considers whether indicators of impairment of long-lived assets held for use are present. This includes quantitative and qualitative factors, including evaluating the historical actual operating performance of the long-lived assets and assessing the potential impact of recent events and transactions impacting the long-lived assets. If such indicators are present, the Company determines if the long-lived assets are recoverable by assessing whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying amounts. If the long-lived assets are not recoverable, the Company recognizes any impairment losses based on the excess of the carrying amount of the assets over their fair value. During the first quarter of fiscal 2020, the Company determined that indicators of impairment were present. As such, the Company evaluated the value of its property and equipment and the value of its operating lease right-of-use assets and recorded an impairment charge as discussed in Note 3. During the 13 weeks ended June 25, 2020, no indicators of impairment were present.

Goodwill

Goodwill – The Company reviews goodwill for impairment annually or more frequently if certain indicators arise. The Company performs its annual impairment test on the last day of its fiscal year. Goodwill is tested for impairment at a reporting unit level, determined to be at an operating segment level. When reviewing goodwill for impairment, the Company considers the amount of excess fair value over the carrying value of the reporting unit, the period of time since its last quantitative test, and other factors to determine whether or not to first perform a qualitative test. When performing a qualitative test, the Company assesses numerous factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying value. Examples of qualitative factors that the Company assesses include its share price, its financial performance, market and competitive factors in its industry, and other events specific to the reporting unit. If the Company concludes that it is more likely than not that the fair value of its reporting unit is less than it carrying value, the Company performs a quantitative impairment test by comparing the carrying value of the reporting unit to the estimated fair value.

During the first quarter of fiscal 2020, the Company determined that indicators of impairment were present and performed a quantitative test. In order to determine fair value, the Company used assumptions based on information available to it as of March 26, 2020, including both market data and forecasted future cash flows. The Company then used this information to determine fair value. The Company determined that the fair value of the Company's goodwill was greater than its carrying value and thus was not impaired as of that date. There were no indicators of impairment identified during the 13 weeks ended June 25, 2020.

Trade Name Intangible Asset

Trade Name Intangible Asset – The Company recorded a trade name intangible asset in conjunction with the Movie Tavern acquisition (See Note 4) that was determined to have an indefinite life. The Company reviews its trade name intangible asset for impairment at least annually or whenever events or changes in circumstances indicate the carrying value may not be fully recoverable. During the first quarter of fiscal 2020, indicators of impairment were present and the Company recorded an impairment charge of $2,200,000 (see Note 3 for further detail). There were no indicators of impairment identified during the 13 weeks ended June 25, 2020.

Earnings (Loss) Per Share

Earnings (Loss) Per Share - Net earnings (loss) per share (EPS) of Common Stock and Class B Common Stock is computed using the two class method. Basic net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding. Diluted net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding, adjusted for the effect of dilutive stock options using the treasury method. Convertible Class B Common Stock is reflected on an if-converted basis when dilutive to Common Stock. The computation of the diluted net earnings (loss) per share of Common Stock assumes the conversion of Class B Common Stock in periods that have net earnings since it would be dilutive to Common Stock earnings per share, while the diluted net earnings (loss) per share of Class B Common Stock does not assume the conversion of those shares.

Holders of Common Stock are entitled to cash dividends per share equal to 110% of all dividends declared and paid on each share of Class B Common Stock. As such, the undistributed earnings (losses) for each period are allocated based on the proportionate share of entitled cash dividends.

The following table illustrates the computation of Common Stock and Class B Common Stock basic and diluted net earnings (loss) per share for net earnings (loss) and provides a reconciliation of the number of weighted-average basic and diluted shares outstanding:

	13 Weeks		13 Weeks		26 Weeks		26 Weeks
		Ended		Ended	Ended		Ended
	June 25, 2020		June 27, 2019		June 25, 2020		June 27, 2019
	(in thousands, except per share data)
Numerator:
Net earnings (loss) attributable to The Marcus Corporation	$	(27,029)	$	18,066	$	(46,381)	$	19,926
Denominator:
Denominator for basic EPS		31,061		30,897		31,018		30,390
Effect of dilutive employee stock options		—		504		—		558
Denominator for diluted EPS		31,061		31,401		31,018		30,948
Net earnings (loss) per share - basic:
Common Stock	$	(0.89)	$	0.60	$	(1.53)	$	0.68
Class B Common Stock	$	(0.81)	$	0.54	$	(1.39)	$	0.59
Net earnings (loss) per share - diluted:
Common Stock	$	(0.89)	$	0.58	$	(1.53)	$	0.64
Class B Common Stock	$	(0.81)	$	0.54	$	(1.39)	$	0.59

For the periods when the Company reports a net loss, the computation of diluted loss per share equals the computation of basic loss per share since common stock equivalents are dilutive due to the net loss.

Shareholders' Equity

Shareholders’ Equity - Activity impacting total shareholders’ equity attributable to The Marcus Corporation and noncontrolling interests for the 13 and 26 weeks ended June 25, 2020 and June 27, 2019 was as follows (in thousands, except per share data):

													Shareholders’
													Equity
									Accumulated				Attributable
			Class B		Capital				Other				to The		Non-
	Common		Common		in Excess		Retained		Comprehensive		Treasury		Marcus		controlling		Total
	Stock		Stock		of Par		Earnings		Loss		Stock		Corporation		Interests		Equity
BALANCES AT DECEMBER 26, 2019	$	23,254	$	7,936	$	145,549	$	461,884	$	(12,648)	$	(4,540)	$	621,435	$	23	$	621,458
Cash Dividends:
$.15 Class B Common Stock		—		—		—		(1,224)		—		—		(1,224)		—		(1,224)
$.16 Common Stock		—		—		—		(3,921)		—		—		(3,921)		—		(3,921)
Exercise of stock options		—		—		5		—		—		40		45		—		45
Purchase of treasury stock		—		—		—		—		—		(274)		(274)		—		(274)
Savings and profit-sharing contribution		—		—		299		—		—		1,016		1,315		—		1,315
Reissuance of treasury stock		—		—		2		—		—		46		48		—		48
Issuance of non-vested stock		—		—		(149)		—		—		149		—		—		—
Shared-based compensation		—		—		988		—		—		—		988		—		988
Conversions of Class B Common Stock		10		(10)		—		—		—		—		—		—		—
Comprehensive income (loss)		—		—		—		(19,352)		(547)		—		(19,899)		(148)		(20,047)
BALANCES AT MARCH 26, 2020	$	23,264	$	7,926	$	146,694	$	437,387	$	(13,195)	$	(3,563)	$	598,513	$	(125)	$	598,388
Exercise of stock options		—		—		(4)		—		—		15		11		—		11
Reissuance of treasury stock		—		—		(17)		—		—		112		95		—		95
Issuance of non-vested stock		—		—		(172)		—		—		172		—		—		—
Shared-based compensation		—		—		1,190		—		—		—		1,190		—		1,190
Other		—		—		(1)		1		—		—		—		—		—
Comprehensive income (loss)		—		—		—		(27,029)		200		—		(26,829)		125		(26,704)
BALANCES AT JUNE 25, 2020	$	23,264	$	7,926	$	147,690	$	410,359	$	(12,995)	$	(3,264)	$	572,980	$	—	$	572,980

													Shareholders’
													Equity
									Accumulated				Attributable
			Class B		Capital				Other				to The		Non-
	Common		Common		in Excess		Retained		Comprehensive		Treasury		Marcus		controlling		Total
	Stock		Stock		of Par		Earnings		Loss		Stock		Corporation		Interests		Equity
BALANCES AT DECEMBER 27, 2018	$	22,843	$	8,347	$	63,830	$	439,178	$	(6,758)	$	(37,431)	$	490,009	$	110	$	490,119
Cash Dividends:
$.15 Class B Common Stock		—		—		—		(1,183)		—		—		(1,183)		—		(1,183)
$.16 Common Stock		—		—		—		(3,633)		—		—		(3,633)		—		(3,633)
Exercise of stock options		—		—		(78)		—		—		532		454		—		454
Purchase of treasury stock		—		—		—		—		—		(428)		(428)		—		(428)
Savings and profit-sharing contribution		—		—		810		—		—		371		1,181		—		1,181
Reissuance of treasury stock		—		—		31		—		—		16		47		—		47
Issuance of non-vested stock		—		—		(127)		—		—		127		—		—		—
Shared-based compensation		—		—		777		—		—		—		777		—		777
Reissuance of treasury stock-acquisition		—		—		77,960		—		—		31,237		109,197		—		109,197
Other		—		—		(109)		—		—		—		(109)		—		(109)
Conversions of Class B Common Stock		411		(411)		—		—		—		—		—		—		—
Distributions to noncontrolling interest		—		—		—		—		—		—		—		(60)		(60)
Comprehensive income (loss)		—		—		—		1,860		(297)		—		1,563		(66)		1,497
BALANCES AT MARCH 28, 2019	$	23,254	$	7,936	$	143,094	$	436,222	$	(7,055)	$	(5,576)	$	597,875	$	(16)	$	597,859
Cash Dividends:
$.15 Class B Common Stock		—		—		—		(1,155)		—		—		(1,155)		—		(1,155)
$.16 Common Stock		—		—		—		(3,675)		—		—		(3,675)		—		(3,675)
Exercise of stock options		—		—		(27)		—		—		477		450		—		450
Purchase of treasury stock		—		—		—		—		—		(213)		(213)		—		(213)
Reissuance of treasury stock		—		—		182		—		—		96		278		—		278
Issuance of non-vested stock		—		—		(142)		—		—		142		—		—		—
Shared-based compensation		—		—		949		—		—		—		949		—		949
Conversions of Class B Common Stock		—		—		—		—		—		—		—		—		—
Distributions to noncontrolling interest		—		—		—		—		—		—		—		(35)		(35)
Comprehensive income (loss)		—		—		—		18,066		(353)		—		17,713		171		17,884
BALANCES AT JUNE 27, 2019	$	23,254	$	7,936	$	144,056	$	449,458	$	(7,408)	$	(5,074)	$	612,222	$	120	$	612,342

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss – Accumulated other comprehensive loss presented in the accompanying consolidated balance sheets consists of the following, all presented net of tax:

	June 25,		December 26,
	2020		2019
	(in thousands)
Unrecognized loss on interest rate swap agreements	$	(1,594)	$	(882)
Net unrecognized actuarial loss for pension obligation		(11,401)		(11,766)
	$	(12,995)	$	(12,648)

Fair Value Measurements

Fair Value Measurements - Certain financial assets and liabilities are recorded at fair value in the consolidated financial statements. Some are measured on a recurring basis while others are measured on a non-recurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. A fair value measurement assumes that a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.

The Company’s assets and liabilities measured at fair value are classified in one of the following categories:

Level 1 - Assets or liabilities for which fair value is based on quoted prices in active markets for identical instruments as of the reporting date. At June 25, 2020 and December 26, 2019, respectively, the Company’s $488,000 and $5,825,000 of debt and equity securities classified as trading were valued using Level 1 pricing inputs and were included in other current assets.

Level 2 - Assets or liabilities for which fair value is based on pricing inputs that were either directly or indirectly observable as of the reporting date. At June 25, 2020 and December 26, 2019, respectively, the Company’s $2,157,000 and $1,194,000 liability related to the Company’s interest rate swap contracts was valued using Level 2 pricing inputs.

Level 3 - Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates. At June 25, 2020 and December 26, 2019, none of the Company’s recorded assets or liabilities that are measured on a recurring basis at fair market value were valued using Level 3 pricing inputs. Assets and liabilities that are measured on a non-recurring basis are discussed in Note 3 and Note 4.

Defined Benefit Plan

Defined Benefit Plan - The components of the net periodic pension cost of the Company’s unfunded nonqualified, defined-benefit plan are as follows:

	13 Weeks		13 Weeks		26 Weeks		26 Weeks
	Ended		Ended		Ended		Ended
	June 25, 2020		June 27, 2019		June 25, 2020		June 27, 2019
	(in thousands)
Service cost	$	273	$	209	$	547	$	418
Interest cost		344		371		686		742
Net amortization of prior service cost and actuarial loss		247		109		495		218
Net periodic pension cost	$	864	$	689	$	1,728	$	1,378

Service cost is included in Administrative expense while all other components are recorded within Other expense outside of operating income in the consolidated statements of earnings.

Revenue Recognition

Revenue Recognition – The disaggregation of revenues by business segment for the 13 and 26 weeks ended June 25, 2020 is as follows (in thousands):

	13 Weeks Ended June 25, 2020
	Reportable Segment
	Theatres		Hotels/Resorts		Corporate		Total
Theatre admissions	$	154	$	—	$	—	$	154
Rooms		—		857		—		857
Theatre concessions		1,104		—		—		1,104
Food and beverage		—		586		—		586
Other revenues (1)		557		2,571		169		3,297
Cost reimbursements		34		1,901		—		1,935
Total revenues	$	1,849	$	5,915	$	169	$	7,933

	26 Weeks Ended June 25, 2020
	Reportable Segment
	Theatres		Hotels/Resorts		Corporate		Total
Theatre admissions	$	55,549	$	—	$	—	$	55,549
Rooms		—		17,846		—		17,846
Theatre concessions		47,034		—		—		47,034
Food and beverage		—		14,200		—		14,200
Other revenues (1)		8,260		13,555		258		22,073
Cost reimbursements		217		10,474		—		10,691
Total revenues	$	111,060	$	56,075	$	258	$	167,393

(1) Included in other revenues is an immaterial amount related to rental income that is not considered revenue from contracts with customers.

The disaggregation of revenues by business segment for the 13 and 26 weeks ended June 27, 2019 is as follows (in thousands):

	13 Weeks Ended June 27, 2019
	Reportable Segment
	Theatres		Hotels/Resorts		Corporate		Total
Theatre admissions	$	83,055	$	—	$	—	$	83,055
Rooms		—		28,194		—		28,194
Theatre concessions		67,920		—		—		67,920
Food and beverage		—		18,615		—		18,615
Other revenues (1)		11,175		11,216		142		22,533
Cost reimbursements		237		11,946		—		12,183
Total revenues	$	162,387	$	69,971	$	142	$	232,500

	26 Weeks Ended June 27, 2019
	Reportable Segment
	Theatres		Hotels/Resorts		Corporate		Total
Theatre admissions	$	142,024	$	—	$	—	$	142,024
Rooms		—		47,132		—		47,132
Theatre concessions		115,075		—		—		115,075
Food and beverage		—		34,398		—		34,398
Other revenues (1)		19,744		23,383		235		43,362
Cost reimbursements		429		20,119		—		20,548
Total revenues	$	277,272	$	125,032	$	235	$	402,539

(1) Included in other revenues is an immaterial amount related to rental income that is not considered revenue from contracts with customers.

The Company had deferred revenue from contracts with customers of $38,654,000 and $43,200,000 as of June 25, 2020 and December 26, 2019, respectively. The Company had no contract assets as of June 25, 2020 and December 26, 2019. During the 26 weeks ended June 25, 2020, the Company recognized revenue of $11,482,000 that was included in deferred revenues as of December 26, 2019. The majority of the Company’s deferred revenue relates to non-redeemed gift cards, advanced ticket sales and the Company’s loyalty program. The decrease in deferred revenue from December 26, 2019 to June 25, 2020 was due to theatre gift card redemptions and advanced movie ticket redemptions during the 26 weeks ended June 25, 2020.

As of June 25, 2020, the amount of transaction price allocated to the remaining performance obligations under the Company’s advanced ticket sales was $4,634,000 and is reflected in the Company’s consolidated balance sheet as part of deferred revenues, which is included in other accrued liabilities. The Company recognizes revenue as the tickets are redeemed, which is expected to occur within the next two years.

As of June 25, 2020, the amount of transaction price allocated to the remaining performance obligations related to the amount of Hotels and Resorts non-redeemed gift cards was $2,714,000 and is reflected in the Company’s consolidated balance sheet as part of deferred revenues. The Company recognizes revenue as the gift cards are redeemed, which is expected to occur within the next two years.

The majority of the Company’s revenue is recognized in less than one year from the original contract.

New Accounting Pronouncements

New Accounting Pronouncements – On December 27, 2019, the Company adopted Accounting Standards Update (ASU) No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General, designed to add, remove and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The adoption of the new standard did not have a material effect on the Company’s consolidated financial statements or footnote disclosures.

On December 27, 2019, the Company adopted ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment, which eliminates Step 2 of the goodwill impairment test that had required a hypothetical purchase price allocation. Rather, entities will apply the same impairment assessment to all reporting units and recognize an impairment loss for the amount by which a reporting unit’s carrying amount exceeds its fair value, without exceeding the total amount of goodwill allocated to that reporting unit. Entities will continue to have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The adoption of the new standard did not have a material effect on the Company’s consolidated financial statements.

On December 27, 2019, the Company adopted ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The purpose of ASU No. 2018-13 is to improve the disclosures related to fair value measurements in the financial statements. The improvements include the removal, modification and addition of certain disclosure requirements primarily related to Level 3 fair value measurements. The adoption of the new standard did not have a material effect on the Company’s consolidated financial statements or footnote disclosures.

In December 2019, the Financial Accounting Standards Board (FASB) issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Incomes Taxes. The amendments in ASU No. 2019-12 are designed to simplify the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify generally accepted accounting principles for other areas of Topic 740 by clarifying and amending existing guidance. ASU No. 2019-12 is effective for the Company in fiscal 2021 and early application is permitted. The Company is currently evaluating the effect the new standard will have on its consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. ASU No. 2020-14 is effective as of March 12, 2020 through December 31, 2022. The Company will evaluate the effect the new standard will have on its consolidated financial statements when a replacement rate is chosen.