Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies The Marcus Corporation and its subsidiaries (the “Company”) operate principally in two business segments: Theatres: Operates multiscreen motion picture theatres in Wisconsin, Illinois, Ohio, Minnesota, Iowa, North Dakota, Nebraska and Missouri and a family entertainment center in Wisconsin. Hotels and Resorts: Owns and operates full service hotels and resorts in Wisconsin, Illinois, Oklahoma and Nebraska and manages full service hotels, resorts and other properties in Wisconsin, Minnesota, Texas, Nevada, Georgia and California. - The consolidated financial statements include the accounts of The Marcus Corporation and all of its subsidiaries, including a 50 50 Investments in affiliates which are 50% or less owned by the Company for which the Company exercises significant influence but does not have control are accounted for on the equity method. The Company has investments in affiliates which are 50 Additionally, as of December 29, 2016, the Company had entered into a purchase and sale transaction in accordance with Section 1031 of the Internal Revenue Code for the exchange of like-kind property to defer taxable gains on the sale of real estate property. For reverse transactions under a 1031 exchange in which the Company purchases a new property prior to selling the property to be matched in the like-kind exchange, legal title to the acquired property is held by a qualified intermediary engaged to execute the 1031 exchange until the sale transaction and the 1031 exchange is completed. The company retains essentially all of the legal and economic benefits and obligations related to the acquired property prior to the completion of the 1031 exchange. As such, the assets and results of operations of the acquired property are included in the Company’s consolidated financial statements as a VIE until legal title is transferred to the Company upon completion or expiration of the 1031 exchange. All intercompany accounts and transactions have been eliminated in consolidation. - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. - The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. 8,735,000 - Certain financial assets and liabilities are recorded at fair value in the 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 December 29, 2016 and December 31, 2015, respectively, the Company’s $ 93,000 70,000 1,927,000 Level 2 - Assets or liabilities for which fair value is based on valuation models for which pricing inputs were either directly or indirectly observable as of the reporting date. At December 29, 2016 and December 31, 2015, respectively, the $ 6,000 16,000 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 December 29, 2016 and December 31, 2015, none of the Company’s recorded assets or liabilities were valued using Level 3 pricing inputs. The carrying value of the Company’s financial instruments (including cash and cash equivalents, restricted cash, accounts receivable, notes receivable and accounts payable) approximates fair value. The fair value of the Company’s $ 90,286,000 92,424,000 The Company evaluates the collectibility of its accounts and notes receivable based on a number of factors. For larger accounts, an allowance for doubtful accounts is recorded based on the applicable parties’ ability and likelihood to pay based on management’s review of the facts. For all other accounts, the Company recognizes an allowance based on length of time the receivable is past due based on historical experience and industry practice. Inventories, consisting of food and beverage and concession items, are stated at the lower of cost or market. Cost has been determined using the first-in, first-out method. Inventories of $ 4,437,000 2,641,000 - The Company states property and equipment at cost. Major renewals and improvements are capitalized, while maintenance and repairs that do not improve or extend the lives of the respective assets are expensed currently. Years Land improvements 10 20 Buildings and improvements 12 39 Leasehold improvements 3 40 Furniture, fixtures and equipment 3 20 Depreciation expense totaled $ 42,085,000 23,893,000 38,368,000 33,329,000 - The Company recognizes identifiable assets acquired, liabilities assumed and noncontrolling interests assumed in an acquisition at their fair values at the acquisition date based upon all information available to it, including third-party appraisals. Acquisition-related costs, such as the due diligence and legal fees, are expensed as incurred. The excess of the acquisition cost over the fair value of the identifiable net assets is reported as 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. Consistent with the fiscal year change, the annual impairment testing has been changed to the last day of its new fiscal year-end. The Company believes performing the test at the end of the fiscal year is preferable as the test is predicated on qualitative factors which are developed and finalized near fiscal year-end. 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 its carrying value, the Company performs a two-step quantitative impairment test by comparing the carrying value of the reporting unit to the estimated fair value. No impairment was identified as of December 29, 2016 or December 31, 2015. The Company has never recorded a goodwill impairment loss. A summary of the Company’s goodwill activity is as follows: December 29, 2016 December 31, 2015 May 28, 2015 May 29, 2014 (in thousands) Balance at beginning of period $ 44,220 $ 43,720 $ 43,858 $ 43,997 Acquisition 581 Other (347) Deferred tax adjustment (138) (81) (138) (139) Balance at end of period $ 43,735 $ 44,220 $ 43,720 $ 43,858 The Company capitalizes interest during construction periods by adding such interest to the cost of constructed assets. Interest of approximately $ 277,000 32,000 194,000 256,000 During fiscal 2016, the Company adopted Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30) 404,000 258,000 449,000 491,000 Trading securities are stated at fair value, with the change in fair value recorded as investment income or loss. Available for sale securities are stated at fair value, with unrealized gains and losses reported as a component of shareholders’ equity. The cost of securities sold is based upon the specific identification method. Realized gains and losses and declines in value judged to be other-than-temporary are included in investment income. The Company evaluates securities for other-than-temporary impairment on a periodic basis and principally considers the type of security, the severity of the decline in fair value, and the duration of the decline in fair value in determining whether a security’s decline in fair value is other-than-temporary. The Company had no investment losses from available for sale securities during fiscal 2016, the Transition Period, fiscal 2015 or fiscal 2014. 28,485,000 25,770,000 Other revenues include management fees for theatres and hotels under management agreements. The management fees are recognized as earned based on the terms of the agreements and include both base fees and incentive fees. Revenues do not include sales tax as the Company considers itself a pass-through conduit for collecting and remitting sales tax. The Company expenses all advertising and marketing costs as incurred. The Company uses a combination of insurance and self insurance mechanisms, including participation in captive insurance entities, to provide for the potential liabilities for certain risks, including workers’ compensation, healthcare benefits, general liability, property insurance, director and officers’ liability insurance, cyber liability, employment practices liability and business interruption. Liabilities associated with the risks that are retained by the company are not discounted and are estimated, in part, by considering historical claims experience, demographic factors and severity factors. - The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets represent items to be used as a tax deduction or credit in the future tax returns for which the Company has already properly recorded the tax benefit in the income statement. The Company regularly assesses the probability that the deferred tax asset balance will be recovered against future taxable income, taking into account such factors as earnings history, carryback and carryforward periods, and tax strategies. When the indications are that recovery is not probable, a valuation allowance is established against the deferred tax asset, increasing income tax expense in the year that conclusion is made. The Company assesses income tax positions and records tax benefits for all years subject to examination based upon management's evaluation of the facts, circumstances and information available at the reporting dates. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit is recognized in the financial statements. See Note 9 - Income Taxes. 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. Holders of Common Stock are entitled to cash dividends per share equal to 110 Year Ended 31 Weeks Ended Year Ended December 29, December 31, 2016 2015 May 28, 2015 May 29, 2014 (in thousands, except per share data) Numerator: Net earnings attributable to The Marcus Corporation $ 37,902 $ 23,565 $ 23,995 $ 25,001 Denominator: Denominator for basic EPS 27,551 27,609 27,421 27,076 Effect of dilutive employee stock options 406 308 266 74 Denominator for diluted EPS 27,957 27,917 27,687 27,150 Net earnings per share - Basic: Common Stock $ 1.41 $ 0.88 $ 0.90 $ 0.95 Class B Common Stock $ 1.28 $ 0.80 $ 0.82 $ 0.86 Net earnings per share- Diluted: Common Stock $ 1.36 $ 0.84 $ 0.87 $ 0.92 Class B Common Stock $ 1.27 $ 0.79 $ 0.81 $ 0.86 Options to purchase 14,000 456,000 434,000 469,000 23.37 31.55 19.74 23.37 18.34 23.37 14.40 23.37 December 29, 2016 December 31, 2015 Unrealized gain (loss) on available for sale investments $ 3 $ (11) Unrecognized gain on interest rate swap agreement 9 Net unrecognized actuarial loss for pension obligation (5,069) (5,219) $ (5,066) $ (5,221) As of December 29, 2016, 7% of the Company’s employees were covered by a collective bargaining agreement, of which 2% are covered by an agreement that will expire in one year. As of December 31, 2015, 8% of the Company’s employees were covered by a collective bargaining agreement, of which 75% were covered by an agreement that expired within one year Revenue from Contracts with Customers Revenue from Contracts with Customers: Deferral of Effective Date (ASU 2015-14) In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230)- Restricted Cash 12,553,000 In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In January 2017, the FASB issued ASU No. 2017-04, Intangibles Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment During fiscal 2016, the Company adopted ASU No. 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting On January 1, 2016, the Company adopted ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis |