General | 6 Months Ended |
Nov. 28, 2013 |
General [Abstract] | ' |
General | ' |
1. General |
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Accounting Policies – Refer to the Company’s audited consolidated financial statements (including footnotes) for the fiscal year ended May 30, 2013, contained in the Company’s Annual Report on Form 10-K for such year, for a description of the Company’s accounting policies. |
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Basis of Presentation – The unaudited consolidated financial statements for the 13 and 26 weeks ended November 28, 2013 and November 29, 2012 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 November 28, 2013, 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 May 30, 2013. |
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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 $8,332,000 and $16,539,000 for the 13 and 26 weeks ended November 28, 2013, respectively, and $8,533,000 and $16,792,000 for the 13 and 26 weeks ended November 29, 2012, respectively. |
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Long-Lived Assets – The Company periodically considers whether indicators of impairment of long-lived assets held for use are present. If such indicators are present, the Company determines whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying amounts. The Company recognizes any impairment losses based on the excess of the carrying amount of the assets over their fair value. For the purpose of determining fair value, defined as the amount at which an asset or group of assets could be bought or sold in a current transaction between willing parties, the Company utilizes currently available market valuations of similar assets in its respective industries, often expressed as a given multiple of operating cash flow. The Company evaluated the ongoing value of its property and equipment and other long-lived assets as of November 28, 2013 and November 29, 2012 and determined that there was no significant impact on the Company’s results of operations, other than an impairment charge recorded in the fiscal 2013 second quarter related to a theatre that closed in the fiscal 2013 second quarter. The Company determined that the fair value of this theatre, measured using Level 3 pricing inputs, was less than its carrying value, and recorded a $417,000 pre-tax impairment loss. |
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Accumulated Other Comprehensive Loss – Accumulated other comprehensive loss presented in the accompanying consolidated balance sheets consists of the following, all presented net of tax: |
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| | Swap | | Available for | | Pension | | Accumulated | |
Agreements | Sale | Obligation | Other |
| Investments | | Comprehensive |
| | | Loss |
| | (in thousands) | |
Balance at May 30, 2013 | | $ | 18 | | $ | -10 | | $ | -3,836 | | $ | -3,828 | |
Other comprehensive loss before reclassifications | | | -53 | | | -1 | | | - | | | -54 | |
Amounts reclassified from accumulated other comprehensive | | | 57 | | | - | | | - | | | 57 | |
loss (1) |
Net other comprehensive income (loss) | | | 4 | | | -1 | | | - | | | 3 | |
Balance at November 28, 2013 | | $ | 22 | | $ | -11 | | $ | -3,836 | | $ | -3,825 | |
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| | Swap | | Available for | | Pension | | Accumulated | |
Agreements | Sale | Obligation | Other |
| Investments | | Comprehensive |
| | | Loss |
| | (in thousands) | |
Balance at May 31, 2012 | | $ | -58 | | $ | -8 | | $ | -4,073 | | $ | -4,139 | |
Other comprehensive income (loss) before reclassifications | | | - | | | - | | | - | | | - | |
Amounts reclassified from accumulated other comprehensive | | | 34 | | | - | | | - | | | 34 | |
loss (1) |
Net other comprehensive income | | | 34 | | | - | | | - | | | 34 | |
Balance at November 29, 2012 | | $ | -24 | | $ | -8 | | $ | -4,073 | | $ | -4,105 | |
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(1) Amounts are included in interest expense in the consolidated statements of earnings. |
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Earnings Per Share – Net earnings per share (EPS) of Common Stock and Class B Common Stock is computed using the two class method. Basic net earnings per share is computed by dividing net earnings by the weighted-average number of common shares outstanding. Diluted net earnings per share is computed by dividing net earnings 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. The computation of the diluted net earnings per share of Common Stock assumes the conversion of Class B Common Stock, while the diluted net earnings per share of Class B Common Stock does not assume the conversion of those shares. |
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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 for each period are allocated based on the proportionate share of entitled cash dividends. The computation of diluted net earnings per share of Common Stock assumes the conversion of Class B Common Stock and, as such, the undistributed earnings are equal to net earnings for that computation. |
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The following table illustrates the computation of Common Stock and Class B Common Stock basic and diluted net earnings per share for net earnings and provides a reconciliation of the number of weighted-average basic and diluted shares outstanding: |
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| | 13 Weeks | | 13 Weeks | | 26 Weeks | | 26 Weeks | |
Ended | Ended | Ended | Ended |
November 28, | November 29, | November 28, | November 29, |
2013 | 2012 | 2013 | 2012 |
| | (in thousands, except per share data) | |
Numerator: | | | | | | | | | | | | | |
Net earnings attributable to The Marcus | | $ | 3,245 | | $ | 4,724 | | $ | 16,676 | | $ | 15,403 | |
Corporation |
Denominator: | | | | | | | | | | | | | |
Denominator for basic EPS | | | 27,059 | | | 28,139 | | | 27,065 | | | 28,530 | |
Effect of dilutive employee stock options | | | 71 | | | 9 | | | 43 | | | 19 | |
Denominator for diluted EPS | | | 27,130 | | | 28,148 | | | 27,108 | | | 28,549 | |
Net earnings per share – basic: | | | | | | | | | | | | | |
Common Stock | | $ | 0.12 | | $ | 0.17 | | $ | 0.64 | | $ | 0.56 | |
Class B Common Stock | | $ | 0.11 | | $ | 0.16 | | $ | 0.58 | | $ | 0.52 | |
Net earnings per share – diluted: | | | | | | | | | | | | | |
Common Stock | | $ | 0.12 | | $ | 0.17 | | $ | 0.62 | | $ | 0.54 | |
Class B Common Stock | | $ | 0.11 | | $ | 0.16 | | $ | 0.58 | | $ | 0.52 | |
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Equity – Activity impacting total shareholders’ equity attributable to The Marcus Corporation and noncontrolling interests for the 26 weeks ended November 28, 2013 and November 29, 2012 was as follows: |
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| | Total | | Noncontrolling | | | | | | | |
Shareholders’ | Interests | | | | | | |
Equity | | | | | | | |
Attributable to | | | | | | | |
The Marcus | | | | | | | |
Corporation | | | | | | | |
| | (in thousands) | | | | | | | |
Balance at May 30, 2013 | | $ | 306,702 | | $ | 9,994 | | | | | | | |
Net earnings attributable to The Marcus Corporation | | | 16,676 | | | – | | | | | | | |
Net loss attributable to noncontrolling interests | | | – | | | -348 | | | | | | | |
Distributions to noncontrolling interests | | | – | | | -1,059 | | | | | | | |
Cash dividends | | | -4,466 | | | – | | | | | | | |
Exercise of stock options | | | 744 | | | – | | | | | | | |
Treasury stock transactions, except for stock options | | | -1,035 | | | – | | | | | | | |
Share-based compensation | | | 1,036 | | | – | | | | | | | |
Other | | | 85 | | | – | | | | | | | |
Other comprehensive income, net of tax | | | 3 | | | – | | | | | | | |
Balance at November 28, 2013 | | $ | 319,745 | | $ | 8,587 | | | | | | | |
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| | Total Shareholders Equity | | | | | | | | | | |
| | Attributable to | | Noncontrolling | | | | | | | |
| | The Marcus Corporation | | Interests | | | | | | | |
| | (in thousands) | | | | | | | |
Balance at June 1, 2012 | | $ | 343,789 | | $ | - | | | | | | | |
Net earnings attributable to The Marcus Corporation | | | 15,403 | | | - | | | | | | | |
Net earnings attributable to noncontrolling interests | | | - | | | 63 | | | | | | | |
Cash dividends | | | -4,688 | | | - | | | | | | | |
Exercise of stock options | | | 892 | | | - | | | | | | | |
Purchase of treasury stock | | | -19,397 | | | - | | | | | | | |
Reissuance of treasury stock | | | 149 | | | | | | | | | | |
Share-based compensation | | | 947 | | | - | | | | | | | |
Other | | | - | | | 213 | | | | | | | |
Equity contribution | | | - | | | 4,000 | | | | | | | |
Other comprehensive income, net of tax | | | 34 | | | - | | | | | | | |
Balance at November 29, 2012 | | $ | 337,129 | | $ | 4,276 | | | | | | | |
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Fair Value Measurements – Certain financial assets and liabilities are recorded at fair value in the consolidated financial statements. 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. |
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The Company’s assets and liabilities measured at fair value are classified in one of the following categories: |
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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 November 28, 2013 and May 30, 2013, the Company’s $70,000 and $71,000, respectively, of available for sale securities were valued using Level 1 pricing inputs and were included in other current assets. |
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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 November 28, 2013 and May 30, 2013, respectively, the $35,000 and $30,000 asset related to the Company’s interest rate swap contract was valued using Level 2 pricing inputs. At November 28, 2013, the Company’s investment in a hotel joint venture was valued using Level 2 pricing inputs, resulting in a loss on disposition of property, equipment and other assets of $750,000. |
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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 November 28, 2013 and May 30, 2013, none of the Company’s fair value measurements were valued using Level 3 pricing inputs. |
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Defined Benefit Plan – The components of the net periodic pension cost of the Company’s unfunded nonqualified, defined-benefit plan are as follows: |
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| | 13 Weeks | | 13 Weeks | | 26 Weeks | | 26 Weeks | |
Ended | Ended | Ended | Ended |
November 28, | November 29, | November 28, | November 29, |
2013 | 2012 | 2013 | 2012 |
| | (in thousands) | |
Service cost | | $ | 175 | | $ | 178 | | $ | 351 | | $ | 356 | |
Interest cost | | | 294 | | | 275 | | | 587 | | | 550 | |
Net amortization of prior service | | | 67 | | | 72 | | | 134 | | | 143 | |
cost and actuarial loss |
Net periodic pension cost | | $ | 536 | | $ | 525 | | $ | 1,072 | | $ | 1,049 | |
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Reclassifications – Certain reclassifications have been made to the prior year’s financial statements to conform to the current year’s presentation. |
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