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, Iowa, Minnesota, Missouri, Nebraska, North Dakota and Ohio, a family entertainment center in Wisconsin and a retail center in Missouri. 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, California and North Carolina. - The consolidated financial statements include the accounts of The Marcus Corporation and all of its subsidiaries, including a 50% owned joint venture entity in which the Company has a controlling financial interest. The Company has ownership interests greater than 50% in one joint venture that is considered a Variable Interest Entity (VIE) that is also included in the accounts of the Company. The Company is the primary beneficiary of the VIE and the Company’s interest is considered a majority voting interest. The equity interest of outside owners in consolidated entities is recorded as noncontrolling interests in the consolidated balance sheets, and their share of earnings is recorded as net earnings (losses) attributable to noncontrolling interests in the consolidated statements of earnings in accordance with the partnership agreements. In fiscal 2017, the Company purchased the noncontrolling interest of a joint venture from its former partner. Investments in affiliates which are 50 All intercompany accounts and transactions have been eliminated in consolidation. - In October 2015, the Company’s Board of Directors approved a change in the Company’s fiscal year-end from the last Thursday in May to the last Thursday in December. The Company reports on a 52/53-week year. In this Annual Report on Form 10-K, (1) references to fiscal 2017 refer to the 52-week year ended December 28, 2017, (2) references to fiscal 2016 refer to the 52-week year ended December 29, 2016, (3) references to the Transition Period refer to the 31 week transition period from May 29, 2015 to December 31, 2015, and (4) references to fiscal 2015 refer to the 52-week year ended May 28, 2015. Fiscal 2018 will be a 52-week year ending on December 27, 2018. - 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. Restricted Cash - 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 - 70,000 93,000 3,983,000 . Level 2 - 13,000 6,000 . 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 28, 2017 and December 29, 2016, none of the Company’s recorded assets or liabilities were valued using Level 3 pricing inputs, other than those discussed in Note 3. 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 $ 129,143,000 125,188,000 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. Inventory 4,062,000 4,437,000 - 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. Included in property and equipment are assets related to capital leases. These assets are depreciated over the shorter of the estimated useful lives or related lease terms. Years Land improvements 10 - 20 Buildings and improvements 12 - 39 Leasehold improvements 3 - 40 Furniture, fixtures and equipment 3 - 20 Depreciation expense totaled $ 51,542,000 42,085,000 23,893,000 38,368,000 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 during fiscal 2017, fiscal 2016, the Transition Period and fiscal 2015 and determined that there was no impact on the Company’s results of operations, other than the impairment charges discussed in Note 2. 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 28, 2017 or December 29, 2016. The Company has never recorded a goodwill impairment loss. A summary of the Company’s goodwill activity is as follows: December 28, December 29, December 31, May 28, (in thousands) Balance at beginning of period $ 43,735 $ 44,220 $ 43,720 $ 43,858 Acquisition 581 Sale (105) Other (347) Deferred tax adjustment (138) (138) (81) (138) Balance at end of period $ 43,492 $ 43,735 $ 44,220 $ 43,720 Capitalization of Interest - Debt Issuance Costs 303,000 258,000 449,000 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 2017, fiscal 2016, the Transition Period or fiscal 2015. Revenue Recognition - card card 32,711,000 28,485,000 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 Year Ended December 28, December 29, December 31, May 28, (in thousands, except per share data) Numerator: Net earnings attributable to The Marcus Corporation $ 64,996 $ 37,902 $ 23,565 $ 23,995 Denominator: Denominator for basic EPS 27,789 27,551 27,609 27,421 Effect of dilutive employee stock options 614 406 308 266 Denominator for diluted EPS 28,403 27,957 27,917 27,687 Net earnings per share Basic: Common Stock $ 2.42 $ 1.41 $ 0.88 $ 0.90 Class B Common Stock $ 2.17 $ 1.28 $ 0.80 $ 0.82 Net earnings per share- Diluted: Common Stock $ 2.29 $ 1.36 $ 0.84 $ 0.87 Class B Common Stock $ 2.13 $ 1.27 $ 0.79 $ 0.81 Options to purchase 250,000 14,000 456,000 434,000 31.20 31.55 23.37 31.55 December 28, 2017 December 29, 2016 (in thousands) Unrealized gain (loss) on available for sale investments $ (11) $ 3 Net unrecognized actuarial loss for pension obligation (7,414) (5,069) $ (7,425) $ (5,066) As of December 28, 2017, 7% of the Company’s employees were covered by a collective bargaining agreement, of which 1% are covered by an agreement that will expire in one year. As of December 29, 2016, 7% of the Company’s employees were covered by a collective bargaining agreement, of which 2% were covered by an agreement that expired within in one year. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers: Deferral of Effective Date, The Company has performed a review of the requirements of ASU 2014-09 and its related ASUs. In preparation for adoption of the new standard, the Company has reviewed its key revenue streams and related customer contracts and has applied the five-step model of the standard to these revenue streams and compared the results to its current accounting practices. The Company believes that the adoption of the new standard will primarily impact its accounting for its loyalty programs and internet ticket fee revenue. While the Company does not believe the adoption of ASU 2014-09 will have a material impact to its results of operations or cash flows, the Company does expect the new guidance to impact the classification of revenue and related expenses for certain items. We currently expect the following impacts: · In accordance with the new guidance, the portion of Theatre admission revenues, Theatre concession revenues and Food and beverage revenues attributable to loyalty points earned by customers will be deferred as a reduction of these revenues until reward redemption. Through December 28, 2017, the Company recorded the estimated incremental cost of redeeming loyalty points at the time they were earned in Advertising and marketing expense. The Company believes adoption of the standard will result in an immaterial reduction of Theatre admission revenues and a corresponding immaterial increase in Theatre concession revenues with an offsetting increase in other long-term liabilities based upon historical customer reward redemption patterns. · The Company currently records internet ticket fee revenues net of third-party commission or service fees. In accordance with ASU 2014-09, the Company believes that it is the principal (as opposed to agent) in the arrangement with third-party internet ticketing companies in regards to sale of internet tickets to customers, and therefore, expects to recognize ticket fee revenue based on a gross transaction price. This change will have the effect of increasing other revenues and other operating expense but will have no impact on net earnings or cash flows from operations. The Company expects to record a one-time cumulative effect reduction to retained earnings of approximately $3,500,000 during the first quarter of fiscal 2018 related to the adoption of ASU 2014-09. 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 967,000 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 In February 2017, the FASB issued ASU No. 2017-05, Other Income Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets) In March 2017, the FASB issued ASU No. 2017-07, Compensation Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Benefit Cost In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting Compensation - Stock Compensation In August 2017, the FASB issued ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities Derivatives and Hedging (Topic 815) |