Impact of COVID-19 Pandemic

9 Months Ended

Sep. 24, 2020

Impact of COVID-19 Pandemic

Impact of COVID-19 Pandemic

2. Impact of COVID-19 Pandemic

The COVID-19 pandemic has had an unprecedented impact on the world and both of the Company’s business segments. The situation continues to be volatile and the social and economic effects are widespread. As an operator of movie theatres, hotels and resorts, restaurants and bars, each of which consists of spaces where customers and guests gather in close proximity, the Company’s businesses are significantly impacted by protective actions that federal, state and local governments have taken to control the spread of the pandemic. These actions have included, among other things, declaring national and state emergencies, encouraging social distancing, restricting freedom of movement and congregation, mandating non-essential business closures, issuing curfews, limiting business capacity, mandating mask-wearing and issuing shelter-in-place, quarantine and stay-at-home orders.

As a result of these measures, the Company temporarily closed all of its theatres on March 17, 2020, and did not generate any significant revenues from its theatre operations during its fiscal 2020 second quarter and the first two months of its fiscal 2020 third quarter (other than revenues from six theatres opened on a very limited basis in June 2020 primarily to test new operating protocols, five parking lot cinemas, and some limited online and curbside sales of popcorn, pizza and other assorted food and beverage items).  As of August 28, 2020, the Company had reopened approximately 80% of its theatres, although seating capacity at reopened theatres has been reduced in response to COVID-19 as a way to ensure proper social distancing.  Early in the Company’s fiscal 2020 fourth quarter, the Company temporarily closed several theatres due to changes in the release schedule for new films.  As of the date of this report, approximately 66% of the Company’s theatres remain open.  Temporarily closed theatres are ready to quickly reopen as new films are released and demand returns.

The Company also temporarily closed all of its hotel division restaurants and bars at approximately the same time as its theatres and closed five of its eight company-owned hotels and resorts on March 24, 2020 due to a significant reduction in occupancy at those hotels.  The Company closed its remaining three company-owned hotels in early April 2020.  It re-opened four of its company-owned hotels and several of its restaurants and bars during June 2020, which together are generating significantly reduced revenues as compared to prior years.  The Company reopened three of its four remaining company-owned hotels during the Company’s fiscal 2020 third quarter.  As such, as of the date of this report, seven of the Company’s eight company-owned hotels and most of its managed hotels are open.  

Since the COVID-19 crisis began, the Company has been working proactively to preserve cash. In addition to obtaining additional financing and modifying previously existing debt covenants (see Note 5), additional measures the Company has already taken and intends to take in the future to enhance liquidity include:

● Discontinuing all non-essential operating and capital expenditures;

● Temporarily laying off the majority of its hourly theatre and hotel associates, in addition to temporarily reducing property management and corporate office staff levels;

● Temporarily reducing the salary of the Company’s chairman and president and chief executive officer by 50%, as well as temporarily reducing the salary of all other executives and remaining divisional/corporate staff;

● Temporarily eliminating all board of directors cash compensation;

● Temporarily suspending quarterly dividend payments;

● Actively working with landlords and major suppliers to modify the timing and terms of certain contractual payments;

● Evaluating the provisions of the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) and utilizing the benefits, relief and resources under those provisions as appropriate (See Note 7); and

● Evaluating the provisions of any subsequent federal or state legislation enacted as a response to the COVID-19 pandemic.

During the Company's second quarter, the Company successfully applied for and received funds under the CARES Act Paycheck Protection Program (PPP) that allowed it to rehire many of its hotel associates for eight weeks during the second quarter of fiscal 2020, as well as fund certain other permitted expenses. The Company's amended credit agreement (see Note 5) also allows the Company to consider additional borrowings from governmental authorities under provisions of the CARES Act or any other subsequent governmental actions that it could avail itself of if it deemed it necessary and appropriate. Although the Company has sought and obtained, and intends to continue to seek, any available potential benefits under the CARES Act, including those described above, it cannot predict the manner in which such benefits will be allocated or administered, and it cannot assure shareholders that it will be able to access such benefits in a timely manner or at all. The Company also cannot assure that potential benefits under the CARES Act will not be amended or eliminated under any subsequent governmental actions.

Certain state and local governmental restrictions have been lifted or relaxed in the vast majority of the markets in which the Company operates theatres, allowing certain of its movie theatres to reopen.  On June 11, 2020, the Company announced a phased reopening plan that began with the opening on June 19, 2020 of six of its theatres in multiple markets on a limited basis. After initially reopening approximately 80% of its theatres as of August 28, 2020 in time for the release of several new films, including Tenet from Warner Brothers, the Company has subsequently temporarily reclosed several theatres due to changes in the release schedule for new films.

When the Company closed its hotels, it was not because of any governmental requirements to close.  The Company’s restaurants and bars within its hotels were required to close, but the hotels themselves were considered “essential businesses” under most definitions.  The Company closed its hotels due to a significant drop in demand that made it financially prudent for it to close rather than stay open.  As a result, the timing of reopening the hotels and resorts has been driven by demand, as individual and business travelers begin to travel more freely once again.  The economic environment in place as this reopening happens will have a significant impact on the pace of the Company’s return to “normal” hotel operations.

The COVID-19 pandemic and the resulting impact on the Company's operating performance has affected, and may continue to affect, the estimates and assumptions made by management. Such estimates and assumptions include, among other things, the Company's goodwill and long-lived asset valuations and the measurement of compensation costs for annual and long-term incentive plans. Events and changes in circumstances arising after September 24, 2020, including those resulting from the impacts of COVID-19, will be reflected in management's estimates for future periods.

The Company believes that the actions that have been taken will allow it to have sufficient liquidity to meet its obligations as they come due and to comply with its debt covenants for at least 12 months from the issuance date of these unaudited consolidated financial statements. However, future compliance with the Company’s debt covenants could be impacted if the Company is unable to resume operations as currently expected.  Future compliance with debt covenants could also be impacted if the speed of recovery of the Company’s theatres and hotels and resorts businesses is slower than currently expected.  For example, the Company’s current expectations are that its theatre division will significantly underperform during the Company’s fiscal 2020 fourth quarter and fiscal 2021 first quarter compared to the prior year, improve during the fiscal 2021 second quarter (but still report results materially below the prior year), before beginning to return to closer-to-normal performance during the second half of fiscal 2021. The current expectations for the theatre division are based on the Company’s anticipated timing of the release of new movies by the studios and the Company’s expectations of consumer attendance levels in the future.  The Company’s current expectations for its hotels and resorts division are that it will continue to significantly underperform during the Company’s fiscal 2020 fourth quarter and fiscal 2021 first quarter compared to the prior year, before beginning to show improvement in each succeeding quarter compared to its current

state.  The Company does not expect to return to pre-COVID-19 occupancy levels during the remainder of fiscal 2020 or fiscal 2021.