Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 01, 2021 | Jun. 25, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 1-12604 | ||
Entity Registrant Name | MARCUS CORP | ||
Entity Incorporation, State or Country Code | WI | ||
Entity Tax Identification Number | 39-1139844 | ||
Entity Address, Address Line One | 100 East | ||
Entity Address, Address Line Two | Wisconsin Avenue | ||
Entity Address, Address Line Three | Suite 1900 | ||
Entity Address, City or Town | Milwaukee | ||
Entity Address, State or Province | WI | ||
Entity Address, Postal Zip Code | 53202-4125 | ||
City Area Code | 414 | ||
Local Phone Number | 905-1000 | ||
Title of 12(b) Security | Common stock, $1.00 par value | ||
Trading Symbol | MCS | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000062234 | ||
Entity Public Float | $ 281,525,428 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | true | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 23,512,769 | ||
Class B Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,825,254 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 26, 2019 |
Current assets: | ||
Cash and cash equivalents (Note 1) | $ 6,745 | $ 20,862 |
Restricted cash (Note 1) | 7,343 | 4,756 |
Accounts receivable, net of reserves (Note 6) | 6,359 | 29,465 |
Government grants receivable (Note 2 | 4,913 | |
Refundable income taxes | 27,934 | 5,916 |
Assets held for sale (Note 1) | 4,117 | |
Other current assets (Note 1) | 10,406 | 18,265 |
Total current assets | 67,817 | 79,264 |
PROPERTY AND EQUIPMENT, NET (Note 6) | 848,328 | 923,254 |
OPERATING LEASE RIGHT-OF-USE ASSETS (Note 8) | 229,660 | 243,855 |
OTHER ASSETS: | ||
Investments in joint ventures (Note 13) | 2,084 | 3,595 |
Goodwill (Note 1) | 75,188 | 75,282 |
Other (Note 6) | 31,101 | 33,936 |
Total other assets | 108,373 | 112,813 |
Total assets | 1,254,178 | 1,359,186 |
CURRENT LIABILITIES: | ||
Accounts payable | 13,158 | 49,370 |
Taxes other than income taxes | 18,308 | 20,613 |
Accrued compensation | 7,633 | 18,055 |
Other accrued liabilities (Note 1) | 58,154 | 61,134 |
Short-term borrowings | 87,194 | |
Current portion of finance lease obligations (Note 8) | 2,783 | 2,571 |
Current portion of operating lease obligations (Note 8) | 19,614 | 13,335 |
Current maturities of long-term debt (Note 7) | 10,548 | 9,910 |
Total current liabilities | 217,392 | 174,988 |
FINANCE LEASE OBLIGATIONS (Note 8) | 19,744 | 20,802 |
OPERATING LEASE OBLIGATIONS (Note 8) | 230,550 | 232,111 |
Long-term debt | 193,036 | 206,432 |
DEFERRED INCOME TAXES (Note 11) | 33,429 | 48,262 |
OTHER LONG- TERM OBLIGATIONS (Note 10) | 61,304 | 55,133 |
COMMITMENTS AND LICENSE RIGHTS (Note 12) | ||
Shareholders' equity attributable to The Marcus Corporation | ||
Preferred Stock, $1 par; authorized 1,000,000 shares; none issued | ||
Capital in excess of par | 153,529 | 145,549 |
Retained earnings | 331,897 | 461,884 |
Accumulated other comprehensive loss | (14,933) | (12,648) |
Stockholders' Equity before Treasury Stock | 501,683 | 625,975 |
Less cost of Common Stock in treasury (124,758 shares at December 31, 2020 and 242,853 shares at December 26, 2019) | (2,960) | (4,540) |
Total shareholders' equity attributable to The Marcus Corporation | 498,723 | 621,435 |
Noncontrolling interest | 23 | |
Total equity | 498,723 | 621,458 |
Total liabilities and shareholders' equity | 1,254,178 | 1,359,186 |
Common Stock [Member] | ||
Shareholders' equity attributable to The Marcus Corporation | ||
Common Stock, Value | 23,264 | 23,254 |
Total equity | 23,264 | 23,254 |
Class B Common Stock [Member] | ||
Shareholders' equity attributable to The Marcus Corporation | ||
Common Stock, Value | 7,926 | 7,936 |
Total equity | 7,926 | 7,936 |
Shareholders' Equity Attributable to The Marcus Corporation [Member] | ||
Shareholders' equity attributable to The Marcus Corporation | ||
Total equity | $ 498,723 | $ 621,435 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 26, 2019 |
Preferred Stock, par (in dollars per share) | $ 1 | $ 1 |
Preferred Stock, authorized | 1,000,000 | 1,000,000 |
Preferred Stock, issued | 0 | 0 |
Cost of Common Stock in treasury, shares | 124,758 | 242,853 |
Common Stock [Member] | ||
Common Stock, par (in dollars per share) | $ 1 | $ 1 |
Common Stock, authorized | 50,000,000 | 50,000,000 |
Common Stock, issued | 23,264,259 | 23,253,744 |
Class B Common Stock [Member] | ||
Common Stock, par (in dollars per share) | $ 1 | $ 1 |
Common Stock, authorized | 33,000,000 | 33,000,000 |
Common Stock, issued | 7,925,254 | 7,935,769 |
Common Stock, outstanding | 7,925,254 | 7,935,769 |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |||
REVENUES: | |||||
Revenues | $ 220,486,000 | $ 783,705,000 | $ 672,835,000 | ||
Cost reimbursements | 17,202,000 | 37,158,000 | 34,285,000 | ||
Total revenues | 237,688,000 | 820,863,000 | 707,120,000 | ||
COSTS AND EXPENSES: | |||||
Advertising and marketing | 11,074,000 | 24,583,000 | 23,775,000 | ||
Administrative | 51,046,000 | 73,522,000 | 72,116,000 | ||
Depreciation and amortization | 75,052,000 | 72,277,000 | 61,342,000 | ||
Rent (Note 8) | 26,866,000 | 26,099,000 | 11,267,000 | ||
Property taxes | 23,560,000 | 21,871,000 | 19,396,000 | ||
Other operating expenses (Note 2) | 17,288,000 | 41,065,000 | 36,534,000 | ||
Impairment charges | 24,676,000 | 1,874,000 | 0 | ||
Reimbursed costs | 17,202,000 | 37,158,000 | 34,285,000 | ||
Total costs and expenses | 416,110,000 | 752,672,000 | 623,931,000 | ||
OPERATING INCOME (LOSS) | (178,422,000) | 68,191,000 | 83,189,000 | ||
OTHER INCOME (EXPENSE): | |||||
Investment income | 564,000 | 1,379,000 | 208,000 | ||
Interest expense | (16,275,000) | (11,791,000) | (13,079,000) | ||
Other income (expense), net | (986,000) | (1,921,000) | (1,985,000) | ||
Gain (loss) on disposition of property, equipment and other assets | 856,000 | (1,149,000) | (1,342,000) | ||
Equity losses from unconsolidated joint ventures, net (Note 13) | (1,539,000) | (274,000) | (399,000) | ||
Nonoperating Income (Expense), Total | (17,380,000) | (13,756,000) | (16,597,000) | ||
EARNINGS (LOSS) BEFORE INCOME TAXES | (195,802,000) | 54,435,000 | 66,592,000 | ||
INCOME TAXES (BENEFIT) (Note 11) | (70,936,000) | 12,320,000 | 13,127,000 | ||
NET EARNINGS (LOSS) | (124,866,000) | 42,115,000 | 53,465,000 | ||
NET EARNINGS (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (23,000) | 98,000 | 74,000 | ||
NET EARNINGS (LOSS) ATTRIBUTABLE TO THE MARCUS CORPORATION | (124,843,000) | 42,017,000 | 53,391,000 | ||
Theatre admissions [Member] | |||||
REVENUES: | |||||
Revenue from Contract with Customer, Including Assessed Tax | 64,825,000 | 284,141,000 | 246,385,000 | ||
Rooms [Member] | |||||
REVENUES: | |||||
Revenue from Contract with Customer, Including Assessed Tax | 35,386,000 | 105,857,000 | 108,786,000 | ||
COSTS AND EXPENSES: | |||||
Cost of Goods and Services Sold | 21,243,000 | 40,381,000 | 41,181,000 | ||
Theatre concessions [Member] | |||||
REVENUES: | |||||
Revenue from Contract with Customer, Including Assessed Tax | 56,711,000 | 231,237,000 | 166,564,000 | ||
COSTS AND EXPENSES: | |||||
Cost of Goods and Services Sold | 29,747,000 | 85,289,000 | 47,522,000 | ||
Food and beverage [Member] | |||||
REVENUES: | |||||
Revenue from Contract with Customer, Including Assessed Tax | 24,822,000 | 74,665,000 | 72,771,000 | ||
COSTS AND EXPENSES: | |||||
Cost of Goods and Services Sold | 26,124,000 | 60,812,000 | 58,662,000 | ||
Other revenues [Member] | |||||
REVENUES: | |||||
Revenue from Contract with Customer, Including Assessed Tax | 38,742,000 | [1] | 87,805,000 | [1] | 78,329,000 |
Theatre operations [Member] | |||||
COSTS AND EXPENSES: | |||||
Cost of Goods and Services Sold | $ 92,232,000 | $ 267,741,000 | $ 217,851,000 | ||
Common Stock [Member] | |||||
NET EARNINGS (LOSS) PER SHARE - BASIC: | |||||
Common Stock | $ (4.13) | $ 1.44 | $ 1.96 | ||
NET EARNINGS (LOSS) PER SHARE - DILUTED: | |||||
Common Stock | (4.13) | 1.35 | 1.86 | ||
Class B Common Stock [Member] | |||||
NET EARNINGS (LOSS) PER SHARE - BASIC: | |||||
Common Stock | (3.74) | 1.25 | 1.75 | ||
NET EARNINGS (LOSS) PER SHARE - DILUTED: | |||||
Common Stock | $ (3.74) | $ 1.24 | $ 1.72 | ||
[1] | Included in other revenues is an immaterial amount related to rental income that is not considered contract revenue from contracts with customers under ASU No. 2014-09. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||
NET EARNINGS (LOSS) | $ (124,866) | $ 42,115 | $ 53,465 |
OTHER COMPREHENSIVE INCOME (LOSS): | |||
Pension gain (loss) arising during period, net of tax effect (benefit) of $(993), $(1,833) and $708, respectively (Note 10) | (2,813) | (5,484) | 1,925 |
Amortization of the net actuarial loss and prior service credit related to the pension, net of tax effect of $259, $109 and $167, respectively (Note 10) | 732 | 327 | 454 |
Fair market value adjustment of interest rate swaps, net of tax benefit of $335, $300 and $115, respectively (Note 7) | (949) | (853) | (313) |
Reclassification adjustment on interest rate swaps included in interest expense, net of tax effect of $263, $44 and $59 respectively (Note 7) | 745 | 120 | 164 |
Other comprehensive income (loss) | (2,285) | (5,890) | 2,230 |
COMPREHENSIVE INCOME (LOSS) | (127,151) | 36,225 | 55,695 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (23) | 98 | 74 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE MARCUS CORPORATION | $ (127,128) | $ 36,127 | $ 55,621 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||
Pension gain (loss) arising during period, net of tax effect (benefit) | $ (993) | $ (1,833) | $ 708 |
Amortization of the net actuarial loss and prior service credit related to the pension, net of tax effect | 259 | 109 | 167 |
Fair market value adjustment of interest rate swap, net of tax benefit | 335 | 300 | 115 |
Reclassification adjustment on interest rate swap included in interest expense, net of tax effect | $ 263 | $ 44 | $ 59 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock [Member] | Class B Common Stock [Member]Retained Earnings [Member] | Class B Common Stock [Member]Shareholders' Equity Attributable to The Marcus Corporation [Member] | Class B Common Stock [Member] | Capital in Excess of Par [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Shareholders' Equity Attributable to The Marcus Corporation [Member] | Non- controlling Interests [Member] | Total |
Beginning balance at Dec. 28, 2017 | $ 22,656 | $ 8,534 | $ 61,452 | $ 403,206 | $ (7,425) | $ (43,399) | $ 445,024 | $ 100 | $ 445,124 | ||
Comprehensive income (loss) | 55,695 | ||||||||||
Ending balance at Dec. 27, 2018 | 22,843 | 8,347 | 63,830 | 439,178 | (6,758) | (37,431) | 490,009 | 110 | 490,119 | ||
Cumulative Effect Of New Accounting Principle In Period Of Adoptions | Accounting Standards Update 2016-01 [Member] | 0 | 0 | 0 | (11) | 11 | 0 | 0 | 0 | 0 | ||
Cumulative Effect Of New Accounting Principle In Period Of Adoptions | Accounting Standards Update 2018-02 [Member] | 0 | 1,574 | (1,574) | 0 | 0 | 0 | 0 | ||||
Cumulative Effect Of New Accounting Principle In Period Of Adoptions | Accounting Standards Update 2014-09 [Member] | 0 | (2,568) | 0 | 0 | (2,568) | 0 | (2,568) | ||||
Beginning balance at Dec. 29, 2017 | 22,656 | 8,534 | 61,452 | 402,201 | (8,988) | (43,399) | 442,456 | 100 | 442,556 | ||
Cash dividends: | $ (4,603) | $ (4,603) | (4,603) | (11,811) | (11,811) | (11,811) | |||||
Exercise of stock options | 0 | 0 | (736) | 0 | 0 | 7,784 | 7,048 | 0 | 7,048 | ||
Purchase of treasury stock | 0 | 0 | 0 | 0 | 0 | (2,898) | (2,898) | 0 | (2,898) | ||
Savings and profit-sharing contribution | 0 | 0 | 651 | 0 | 0 | 479 | 1,130 | 0 | 1,130 | ||
Reissuance of treasury stock | 0 | 0 | 231 | 0 | 0 | 144 | 375 | 0 | 375 | ||
Issuance of non-vested stock | 0 | 0 | (459) | 0 | 0 | 459 | 0 | 0 | 0 | ||
Share-based compensation | 0 | 0 | 2,691 | 0 | 0 | 0 | 2,691 | 0 | 2,691 | ||
Conversions of Class B Common Stock | 187 | (187) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Distributions to noncontrolling interest | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (64) | (64) | ||
Comprehensive income (loss) | 0 | 0 | 0 | 53,391 | 2,230 | 0 | 55,621 | 74 | 55,695 | ||
Ending balance at Dec. 27, 2018 | 22,843 | 8,347 | 63,830 | 439,178 | (6,758) | (37,431) | 490,009 | 110 | 490,119 | ||
Cash dividends: | (4,648) | (4,648) | (4,648) | (14,663) | (14,663) | (14,663) | |||||
Exercise of stock options | 0 | (205) | 0 | 0 | 1,725 | 1,520 | 0 | 1,520 | |||
Purchase of treasury stock | 0 | 0 | 0 | 0 | 0 | (1,119) | (1,119) | 0 | (1,119) | ||
Savings and profit-sharing contribution | 0 | 0 | 810 | 0 | 0 | 371 | 1,181 | 0 | 1,181 | ||
Reissuance of treasury stock | 0 | 0 | 267 | 0 | 0 | 150 | 417 | 0 | 417 | ||
Issuance of non-vested stock | 0 | 0 | (527) | 0 | 0 | 527 | 0 | 0 | 0 | ||
Reissuance of treasury stock - acquisition | 0 | 0 | 77,960 | 0 | 0 | 31,237 | 109,197 | 0 | 109,197 | ||
Share-based compensation | 0 | 0 | 3,523 | 0 | 0 | 0 | 3,523 | 0 | 3,523 | ||
Other | 0 | 0 | (109) | 0 | 0 | 0 | (109) | 0 | (109) | ||
Conversions of Class B Common Stock | 411 | (411) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Distributions to noncontrolling interest | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (185) | (185) | ||
Comprehensive income (loss) | 0 | 0 | 0 | 42,017 | (5,890) | 0 | 36,127 | 98 | 36,225 | ||
Ending balance at Dec. 26, 2019 | 23,254 | 7,936 | 145,549 | 461,884 | (12,648) | (4,540) | 621,435 | 23 | 621,458 | ||
Cash dividends: | $ (1,224) | $ (1,224) | (1,224) | (3,921) | (3,921) | (3,921) | |||||
Exercise of stock options | 0 | 0 | (67) | 0 | 0 | 446 | 379 | 0 | 379 | ||
Purchase of treasury stock | 0 | 0 | 0 | 0 | 0 | (696) | (696) | 0 | (696) | ||
Savings and profit-sharing contribution | 0 | 0 | 299 | 0 | 0 | 1,016 | 1,315 | 0 | 1,315 | ||
Reissuance of treasury stock | 0 | 0 | (21) | 0 | 0 | 183 | 162 | 0 | 162 | ||
Issuance of non-vested stock | 0 | 0 | (631) | 0 | 0 | 631 | 0 | 0 | 0 | ||
Share-based compensation | 0 | 0 | 4,385 | 0 | 0 | 0 | 4,385 | 0 | 4,385 | ||
Equity component of issuance of convertible notes, net of tax and issuance costs | 0 | 0 | 16,511 | 0 | 0 | 0 | 16,511 | 0 | 16,511 | ||
Capped call transactions, net of tax | 0 | 0 | (12,495) | 0 | 0 | 0 | (12,495) | 0 | (12,495) | ||
Other | 0 | 0 | (1) | 1 | 0 | 0 | 0 | 0 | 0 | ||
Conversions of Class B Common Stock | 10 | (10) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Comprehensive income (loss) | 0 | 0 | 0 | (124,843) | (2,285) | 0 | (127,128) | (23) | (127,151) | ||
Ending balance at Dec. 31, 2020 | $ 23,264 | $ 7,926 | $ 153,529 | $ 331,897 | $ (14,933) | $ (2,960) | $ 498,723 | $ 0 | $ 498,723 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
Class B Common Stock [Member] | |||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.15 | $ 0.58 | $ 0.55 |
Common Stock [Member] | |||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.17 | $ 0.64 | $ 0.60 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
OPERATING ACTIVITIES | |||
Net earnings (loss) | $ (124,866,000) | $ 42,115,000 | $ 53,465,000 |
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: | |||
Losses on investments in joint ventures | 1,539,000 | 274,000 | 399,000 |
Distributions from joint ventures | 0 | 200,000 | 65,000 |
Loss (gain) on disposition of property, equipment and other assets | (856,000) | 1,149,000 | 1,342,000 |
Impairment charges | 24,676,000 | 1,874,000 | 0 |
Amortization of favorable lease right | 0 | 0 | 334,000 |
Depreciation and amortization | 75,052,000 | 72,277,000 | 61,342,000 |
Amortization of debt issuance costs and debt discount | 2,235,000 | 285,000 | 287,000 |
Share-based compensation | 4,385,000 | 3,523,000 | 2,691,000 |
Deferred income taxes | (38,836,000) | 9,111,000 | 3,247,000 |
Other long-term obligations | 2,969,000 | 1,011,000 | 3,339,000 |
Contribution of the Company's stock to savings and profit-sharing plan | 1,315,000 | 1,181,000 | 1,130,000 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 23,106,000 | (3,781,000) | 1,546,000 |
Government grants receivable | (4,913,000) | 0 | 0 |
Other assets | 3,476,000 | 1,102,000 | (1,946,000) |
Operating leases | 9,185,000 | (3,355,000) | 0 |
Accounts payable | (32,131,000) | 9,733,000 | (4,232,000) |
Income taxes | 1,467,000 | 67,000 | 10,297,000 |
Taxes other than income taxes | (2,305,000) | 1,664,000 | (895,000) |
Accrued compensation | (10,422,000) | 508,000 | 1,920,000 |
Other accrued liabilities | (3,630,000) | 2,541,000 | 3,058,000 |
Total adjustments | 56,312,000 | 99,364,000 | 83,924,000 |
Net cash provided by (used in) operating activities | (68,554,000) | 141,479,000 | 137,389,000 |
INVESTING ACTIVITIES: | |||
Capital expenditures | (21,363,000) | (64,086,000) | (58,660,000) |
Acquisition of theatres, net of cash acquired and working capital assumed | 0 | (30,081,000) | 0 |
Proceeds from disposals of property, equipment and other assets | 4,485,000 | 22,000 | 116,000 |
Capital contribution in joint venture | (28,000) | 0 | (294,000) |
Proceeds from sale of trading securities | 5,184,000 | 0 | 0 |
Purchase of trading securities | (801,000) | 0 | 0 |
Other investing activities | 450,000 | 199,000 | (429,000) |
Net cash used in investing activities | (12,073,000) | (93,946,000) | (59,267,000) |
Debt transactions: | |||
Proceeds from borrowings on revolving credit facility | 221,500,000 | 335,000,000 | 203,000,000 |
Repayment of borrowings on revolving credit facility | (302,500,000) | (333,000,000) | (254,000,000) |
Proceeds from short-term borrowings | 90,800,000 | 0 | 0 |
Repayment on short-term borrowings | (2,955,000) | 0 | 0 |
Proceeds from convertible senior notes | 100,050,000 | 0 | 0 |
Principal payments on long-term debt | (9,447,000) | (24,620,000) | (12,153,000) |
Proceeds received from PPP loans expected to be repaid | 3,424,000 | 0 | 0 |
Principal payments on finance lease obligations | (2,007,000) | (2,544,000) | (1,836,000) |
Debt issuance costs | (7,560,000) | 0 | 0 |
Equity transactions: | |||
Treasury stock transactions, except for stock options | (534,000) | (702,000) | (2,523,000) |
Exercise of stock options | 379,000 | 1,520,000 | 7,048,000 |
Capped call transactions | (16,908,000) | 0 | 0 |
Dividends paid | (5,145,000) | (19,311,000) | (16,414,000) |
Distributions to noncontrolling interest | 0 | (185,000) | (64,000) |
Net cash provided by (used in) financing activities | 69,097,000 | (43,842,000) | (76,942,000) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (11,530,000) | 3,691,000 | 1,180,000 |
Cash, cash equivalents and restricted cash at beginning of year | 25,618,000 | 21,927,000 | 20,747,000 |
Cash, cash equivalents and restricted cash at end of year | 14,088,000 | 25,618,000 | 21,927,000 |
Supplemental Information: | |||
Interest paid, net of amounts capitalized | 10,885,000 | 10,281,000 | 11,434,000 |
Change in accounts payable for additions to property and equipment | $ (4,081,000) | $ 2,185,000 | $ (9,857,000) |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
General | |
Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies Description of Business - Theatres: Operates multiscreen motion picture theatres in Wisconsin, Illinois, Iowa, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Arkansas, Colorado, Georgia, Kentucky, Louisiana, New York, Pennsylvania, Texas and Virginia, 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, Illinois, Minnesota, Texas, Nevada, California and Nebraska. Principles of Consolidation 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 equity investments without readily determinable fair values, which represents investments in entities where the Company does not have the ability to significantly influence the operations of the entities. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates Change in Accounting Policies Leases (Topic 842) Cash Equivalents Restricted Cash Fair Value Measurements 1. Description of Business and Summary of Significant Accounting Policies (continued) The Company’s assets and liabilities measured at fair value are classified in one of the following categories: Level 1 Level 2 Level 3 The carrying value of the Company’s financial instruments (including cash and cash equivalents, restricted cash, accounts receivable and accounts payable) approximates fair value. The fair value of the Company’s $100,000,000 of senior notes, valued using Level 2 pricing inputs, is approximately $99,990,000 at December 31, 2020, determined based upon discounted cash flows using current market interest rates for financial instruments with a similar average remaining life. The fair value of the Company's $100,050,000 of convertible senior notes, valued using Level 2 pricing inputs, is approximately $144,712,000 at December 31, 2020, determined based on market rates and the closing trading price of the convertible senior notes as of December 31, 2020 (see Note 7 for further discussion on the Company’s senior notes and convertible senior notes). The carrying amounts of the Company’s remaining long-term debt approximate their fair values, determined using current rates for similar instruments, or Level 2 pricing inputs. Accounts Receivable Inventory Assets Held for Sale Property and Equipment 1. Description of Business and Summary of Significant Accounting Policies (continued) Depreciation and amortization of property and equipment are provided using the straight-line method over the shorter of the following estimated useful lives or any related lease terms: Years Land improvements 10 - 20 Buildings and improvements 12 - 39 Leasehold improvements 3 - 40 Furniture, fixtures and equipment 3 - 20 Finance lease right-of-use assets 4 - 15 Depreciation expense totaled $75,067,000, $72,244,000 and $61,470,000 for fiscal 2020, fiscal 2019 and fiscal 2018, respectively. Long-Lived Assets Acquisition - Goodwill - During fiscal 2020, the Company determined that indicators of impairment were present and performed quantitative tests at the end of the first and third quarters. In accordance with the Company’s accounting policy to perform an impairment analysis on the last day of the fiscal year, the Company performed a quantitative analysis as of December 31, 2020. In order to determine fair value, the Company used assumptions based on information available to it as of the dates of the quantitative tests, including both market data and forecasted future cash flows (Level 3 pricing inputs). The Company then used this information to determine fair value. During the first, third and fourth quarters of fiscal 2020, the Company determined that the fair value of its goodwill was greater than it carrying value and no impairment was required. At the end of fiscal 2019 and fiscal 2018, the Company performed qualitative tests as described above and determined that the fair value of the Company's goodwill was greater than its carrying value and thus was not impaired. 1. Description of Business and Summary of Significant Accounting Policies (continued) A summary of the Company’s goodwill activity is as follows: December 31, December 26, December 27, 2020 2019 2018 (in thousands) Balance at beginning of period $ 75,282 $ 43,170 $ 43,492 Acquisition — 32,205 — Sale — — — Deferred tax adjustment (94) (93) (322) Balance at end of period $ 75,188 $ 75,282 $ 43,170 Trade Name Intangible Asset Capitalization of Interest - Debt Issuance Costs - Leases Leases Investments Revenue Recognition Revenue from Contracts with Customers Advertising and Marketing Costs Insurance Reserves Income Taxes - 1. Description of Business and Summary of Significant Accounting Policies (continued) 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 11 - Income Taxes. Earnings (Loss) Per Share - 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 and provides a reconciliation of the number of weighted-average basic and diluted shares outstanding: Year Ended December 31, December 26, December 27, 2020 2019 2018 (in thousands, except per share data) Numerator: Net earnings (loss) attributable to The Marcus Corporation $ (124,843) $ 42,017 $ 53,391 Denominator: Denominator for basic EPS 31,042 30,656 28,105 Effect of dilutive employee stock options – 496 608 Denominator for diluted EPS 31,042 31,152 28,713 Net earnings (loss) per share – Basic: Common Stock $ (4.13) $ 1.44 $ 1.96 Class B Common Stock $ (3.74) $ 1.25 $ 1.75 Net earnings (loss) per share- Diluted: Common Stock $ (4.13) $ 1.35 $ 1.86 Class B Common Stock $ (3.74) $ 1.24 $ 1.72 For the periods when the Company reports a net loss, common stock equivalents are excluded from the computation of diluted loss per share as their inclusion would have an antidilutive effect. 1. Description of Business and Summary of Significant Accounting Policies (continued) At December 31, 2020, approximately 76,000 common stock equivalents were excluded from the computation of diluted net loss per share because of the Company’s net loss. Additionally, options to purchase 1,706,000 shares, 324,000 shares and 16,000 shares of common stock at prices ranging from $16.32 to $41.90, $38.51 to $41.90 and $38.51 to $41.35 per share were outstanding at December 31, 2020, December 26, 2019 and December 27, 2018, respectively, but were not included in the computation of diluted EPS because the options’ exercise price was greater than the average market price of the common shares, and therefore, the effect would be antidilutive. Accumulated Other Comprehensive Loss – December 31, 2020 December 26, 2019 (in thousands) Unrecognized loss on interest rate swap agreements $ (1,086) (882) Net unrecognized actuarial loss for pension obligation (13,847) (11,766) $ (14,933) $ (12,648) New Accounting Pronouncements Compensation—Retirement Benefits—Defined Benefit Plans—General On December 27, 2019, the Company adopted ASU No. 2017-04, Intangibles Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment, 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 In December 2019, the Financial Accounting Standards Board (FASB) issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Incomes Taxes 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 1. Description of Business and Summary of Significant Accounting Policies (continued) In August 2020, the FASB issued ASU No. 2020-06 , Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity The Company early adopted The Company recorded a one-time cumulative effect adjustment to the balance sheet on January 1, 2021 as follows: Balance at Cumulative Balance at December 31, 2020 adjustment January 1, 2021 (in thousands) Long-term debt $ 193,036 $ 21,393 $ 214,429 Deferred income taxes 33,429 (5,584) 27,845 Capital in excess of par 153,529 (16,511) 137,018 Retained earnings 331,897 702 332,599 |
Impact of COVID-19 Pandemic
Impact of COVID-19 Pandemic | 12 Months Ended |
Dec. 31, 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, and its customers’ reactions or responses to such actions. 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 temporarily reduced in response to COVID-19 as a way to ensure proper social distancing. In October 2020, the Company temporarily closed several theatres due to changes in the release schedule for new films, reducing its percentage of theatres open to approximately 66%. In November 2020, new state and local restrictions in several of the Company’s markets required it to temporarily reclose several theatres, and as a result, approximately 52% of the Company’s theatres were open as of December 31, 2020. Subsequent to year-end, several of these new restrictions were lifted and as of the date of this report, approximately 69% of the Company’s theatres are currently open with temporarily reduced seating capacity in response to COVID-19. Temporarily closed theatres are ready to quickly reopen as restrictions are lifted, new films are released and demand returns. The Company’s theatres are generating significantly reduced revenues as compared to prior years. 2. Impact of COVID-19 Pandemic (continued) 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. The Company reopened three additional company-owned hotels during its fiscal 2020 third quarter and reopened its remaining company-owned hotel in November 2020. As such, as of December 31, 2020, all eight of the Company’s company-owned hotels and all but one of its managed hotels are open. The majority of the Company’s restaurants and bars in its hotels and resorts are also now open, operating under applicable state and local restrictions and guidelines. The majority of the Company’s hotels and restaurants are generating significantly reduced revenues as compared to prior years. Since the COVID-19 pandemic began, the Company has been working proactively to preserve cash. In addition to obtaining additional financing and modifying previously existing debt covenants (see Note 7), and temporarily suspending quarterly dividend payments as required by the Credit Agreement, additional measures the Company took during all or portions of fiscal 2020 to enhance its liquidity included: ● 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; ● 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 11); and ● Evaluating the provisions of a COVID Relief Bill signed by the President on December 27, 2020 and any subsequent federal or state legislation enacted as a response to the COVID-19 pandemic. 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. The Company’s estimates and assumptions are subject to inherent risk and uncertainty due to the ongoing impact of the COVID-19 pandemic, and actual results could differ materially from estimated amounts. During the fourth quarter of fiscal 2020, a number of states elected to provide grants to certain businesses most impacted by the COVID-19 pandemic, utilizing funds received by the applicable state under provisions of the CARES Act. As a result, grants from seven states totaling $5,767,000 were awarded to a significant number of the Company’s theatres and grants from two states totaling $1,188,000 were awarded to several of the Company’s hotels. The $6,955,000 of total grants are reported as an offset to other operating expenses on the consolidated statement of earnings (loss) for the year ended December 31, 2020. As of December 31, 2020, the Company had received approximately $2,042,000 of these grants, and the remaining $4,913,000 was received in January 2021. Early in fiscal 2021, the Company was awarded an additional $1,300,000 in theatre grants from another state. 2. Impact of COVID-19 Pandemic (continued) In addition, 11 of the Company’s subsidiaries successfully applied for and received funds under the CARES Act Paycheck Protection Program (PPP) that allowed its subsidiaries to rehire many of its hotel associates for eight weeks during the second quarter of fiscal 2020, as well as fund certain other qualifying expenses (see Note 7). The Company’s Credit Agreement (see Note 7) 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, there is inherent risk and uncertainty in whether the Company will be able to access such benefits. 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 consolidated financial statements. However, future compliance with the Company’s debt covenants are dependent upon the timing of new movie releases and the protective actions that federal, state and local governments have taken which impact consumer confidence and the speed of recovery of the Company’s theatres and hotels and resorts businesses. The Company’s estimates and assumptions related to future forecasted results of the Company are subject to inherent risk and uncertainty due to the ongoing impact of the COVID-19 pandemic, and actual results could differ materially from estimated amounts and impact the Company’s ability to comply with its debt covenants. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition | |
Revenue Recognition | 3. Revenue Recognition Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance of obligations by transferring the promised services to the customer. A service is transferred to a customer when, or as, the customer obtains control of that service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring the Company’s progress in satisfying the performance obligation in a manner that depicts the transfer of the services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised service. The amount of revenue recognized reflects the consideration entitled to in exchange for those services. 3. Revenue Recognition (continued) The disaggregation of revenues by business segment for fiscal 2020, fiscal 2019 and fiscal 2018 is as follows (in thousands): Fiscal 2020 Reportable Segment Theatres Hotels/Resorts Corporate Total Theatre admissions $ 64,825 $ — $ — $ 64,825 Rooms — 35,386 — 35,386 Theatre concessions 56,711 — — 56,711 Food and beverage — 24,822 — 24,822 Other revenues (1) 10,764 27,552 426 38,742 Cost reimbursements 324 16,878 — 17,202 Total revenues $ 132,624 $ 104,638 $ 426 $ 237,688 Fiscal 2019 Reportable Segment Theatres Hotels/Resorts Corporate Total Theatre admissions $ 284,141 $ — $ — $ 284,141 Rooms — 105,857 — 105,857 Theatre concessions 231,237 — — 231,237 Food and beverage — 74,665 — 74,665 Other revenues (1) 40,825 46,547 433 87,805 Cost reimbursements 877 36,281 — 37,158 Total revenues $ 557,080 $ 263,350 $ 433 $ 820,863 Fiscal 2018 Reportable Segment Theatres Hotels/Resorts Corporate Total Theatre admissions $ 246,385 $ – $ – $ 246,385 Rooms – 108,786 – 108,786 Theatre concessions 166,564 – – 166,564 Food and beverage – 72,771 – 72,771 Other revenues (1) 32,563 45,342 424 78,329 Cost reimbursements 1,292 32,993 – 34,285 Total revenues $ 446,804 $ 259,892 $ 424 $ 707,120 (1) Included in other revenues is an immaterial amount related to rental income that is not considered contract revenue from contracts with customers under ASU No. 2014-09. The Company recognizes revenue from its rooms as earned on the close of business each day. Revenue from theatre admissions, theatre concessions and food and beverage sales are recognized at the time of sale. Revenues from advanced ticket and gift card sales are recorded as deferred revenue and are recognized when tickets or gift cards are redeemed. Gift card breakage income is recognized based upon historical redemption patterns and represents the balance of gift cards for which the Company believes the likelihood of redemption by the customer is remote. Gift card breakage income is recorded in other revenues in the consolidated statements of earnings (loss). 3. Revenue Recognition (continued) 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. The management fees include variable consideration that is recognized based on the Company’s right to invoice as the amount invoiced corresponds directly to the value transferred to the customer. Other revenues also include family entertainment center revenues and revenues from Hotels/Resorts outlets such as spa, ski, golf and parking, each of which are recognized at the time of sale. In addition, other revenues include pre-show advertising income in the Company’s theatres. Pre-show advertising revenue includes variable consideration, primarily based on attendance levels, that is allocated to distinct time periods that make up the overall performance obligation. Cost reimbursements primarily consist of payroll and related expenses at managed properties where the Company is the employer and may include certain operational and administrative costs as provided for in the Company’s contracts with owners. These costs are reimbursed back to the Company. As these costs have no added markup, the revenue and related expense have no impact on operating income (loss) or net earnings (loss). The timing of the Company’s revenue recognition may differ from the timing of payment by customers. However, the Company typically receives payment within a very short period of time of when the revenue is recognized. The Company records a receivable when revenue is recognized prior to payment and it has an unconditional right to payment. Alternatively, when payment precedes the provision for the related services, deferred revenue is recorded until the performance obligation is satisfied. Revenues do not include sales tax as the Company considers itself a pass-through conduit for collecting and remitting sales tax. The Company had deferred revenue from contracts with customers of $37,307,000, $43,200,000 and $37,048,000 as of December 31, 2020, December 26, 2019 and December 27, 2018, respectively. The Company had no contract assets as of December 31, 2020 and December 26, 2019. During fiscal 2020, the Company recognized revenue of $13,579,000 that was included in deferred revenues as of December 26, 2019. During fiscal 2019, the Company recognized revenue of $22,266,000 that was included in deferred revenues as of December 27, 2018. The majority of the Company’s deferred revenue relates to non-redeemed gift cards, advanced ticket sales and the Company’s loyalty program. As of December 31, 2020, the amount of transaction price allocated to the remaining performance obligations under the Company’s advanced ticket sales was $4,629,000 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 December 31, 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 $3,042,000 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 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. |
Impairment Charges
Impairment Charges | 12 Months Ended |
Dec. 31, 2020 | |
Impairment Charges | |
Impairment Charges | 4. Impairment Charges During fiscal 2020, the Company determined that indicators of impairment were evident at all asset groups. For certain of the theatre asset groups evaluated for impairment, the sum of the estimated undiscounted future cash flows attributable to these assets was less than their carrying amounts. The Company evaluated the fair value of the assets, consisting primarily of land, building, leasehold improvements, furniture, fixtures and equipment, and operating lease right-of-use assets less lease obligations, and determined that the fair value, measured using Level 3 pricing inputs (using estimated discounted cash flows over the life of the primary assets, including estimated sale proceeds) was less than their carrying value and recorded impaired losses of $22,076,000, reducing certain property and equipment and certain operating lease right-of-use assets. The remaining net book value of all impaired assets was $33,313,000 as of December 31, 2020, excluding any applicable remaining lease obligations. 4. Impairment Charges (continued) In fiscal 2020, the Company determined that indicators of impairment were evident related to its trade name intangible asset. The Company estimated the fair value of its trade name intangible asset using an income approach, specifically the relief from royalty method, which uses certain assumptions that are Level 3 pricing inputs, including future revenues attributable to the trade name, a royalty rate (1.0% as of December 31, 2020) and a discount rate (17.0% as of December 31, 2020). During fiscal 2020, the Company determined that the fair value of the asset was less than the carrying value and recorded a $2,600,000 impairment loss. The fair value of the trade name intangible asset was $6,900,000 as of December 31, 2020. In fiscal 2019, the Company determined that indicators of impairment were evident at a specific theatre location and that the sum of the estimated undiscounted future cash flows attributable to this asset was less than its carrying amount. As such, the Company evaluated the ongoing value of this asset and determined that the fair value, measured using Level 3 pricing inputs (estimated cash flows including estimated sales proceeds), was less than its carrying value and recorded a $1,874,000 impairment loss. The fair value of the impaired asset was $808,000 as of December 26, 2019. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Acquisition | |
Acquisition | 5. Acquisition On February 1, 2019, the Company acquired 22 dine-in theatres with 208 screens located in nine Southern and Eastern states from VSS-Southern Theatres LLC (Movie Tavern) for a total purchase price of $139,310,000, consisting of $30,000,000 in cash, subject to certain adjustments, and 2,450,000 shares of the company’s Common Stock with a value of $109,197,000, based on the Company’s closing share price as of January 31, 2019. The acquisition was treated as a purchase in accordance with ASC No. 805, Business Combinations Other current assets $ 4,855 Property and equipment (1) 95,021 Operating lease right-of-use assets 160,567 Deferred tax asset 753 Other (long-term assets) (2) 9,710 Goodwill (3) 32,205 Taxes other than income taxes (206) Other accrued liabilities (3,322) Operating lease obligations (160,273) Total $ 139,310 (1) Amounts recorded for property and equipment include land, building, leasehold improvements and equipment. (2) Amounts recorded primarily relate to a trade name intangible asset of $9,500,000 which the Company has determined to have an indefinite life. (3) Amounts recorded for goodwill are expected to be deductible for tax purposes. The purchase price paid by the Company in the acquisition resulted in recognition of goodwill because it exceeded the estimated fair value of the assets acquired and liabilities assumed. The Company paid a price in excess of estimated fair value of the assets acquired and liabilities assumed because the acquisition of Movie Tavern created an opportunity for the Company to expand into new growth markets and leverage its proven success in the theatre industry. The Company also expects to realize synergy and cost savings related to the acquisition because of purchasing and procurement economies of scale. 5. Acquisition (continued) The above fair values of assets acquired and liabilities assumed were determined using the income and cost approaches. In many cases, the determination of the fair values required estimates about discount rates, future estimated revenues and cash flows, and other assumptions that are judgmental. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. A summary of the significant valuation techniques and inputs used is as follows: Property and equipment Operating lease right-of-use assets and lease liabilities Trade name intangible asset The acquired theatres contributed approximately $125,839,000 to revenue in fiscal 2019. Excluding the impact of acquisition costs, the acquired theatres did not have a material impact on the Company’s fiscal 2019 net earnings. Acquisition costs incurred as a result of the Movie Tavern acquisition were approximately $1,283,000 and $1,507,000 during fiscal 2019 and fiscal 2018, respectively, and were expensed as incurred and included in administrative expense in the consolidated statements of earnings. Assuming the Movie Tavern acquisition occurred at the beginning of fiscal 2018, unaudited pro forma revenues for the Company during fiscal 2018 were $845,662,000. The Movie Tavern theatres would not have had a material impact on the Company’s fiscal 2018 net earnings. Unaudited pro forma revenues for the Company during fiscal 2019 would have been $832,349,000. The additional five weeks of Movie Tavern theatres operations would not have had a material impact on the Company’s fiscal 2019 net earnings. |
Additional Balance Sheet Inform
Additional Balance Sheet Information | 12 Months Ended |
Dec. 31, 2020 | |
Additional Balance Sheet Information | |
Additional Balance Sheet Information | 6. Additional Balance Sheet Information The composition of accounts receivable is as follows: December 31, 2020 December 26, 2019 (in thousands) Trade receivables, net of allowances of $1,284 and $762, respectively $ 405 $ 9,327 Other receivables 5,954 20,138 $ 6,359 $ 29,465 6. Additional Balance Sheet Information (continued) The composition of property and equipment, which is stated at cost, is as follows: December 31, 2020 December 26, 2019 (in thousands) Land and improvements $ 145,671 $ 152,434 Buildings and improvements 759,421 761,511 Leasehold improvements 163,879 164,083 Furniture, fixtures and equipment 374,253 377,404 Finance lease right-of-use assets 75,322 74,357 Construction in progress 3,360 4,043 1,521,906 1,533,832 Less accumulated depreciation and amortization 673,578 610,578 $ 848,328 $ 923,254 The composition of other assets is as follows: December 31, 2020 December 26, 2019 (in thousands) Split dollar life insurance policies $ 11,411 $ 11,411 Intangible assets 7,297 10,057 Other assets 12,393 12,468 $ 31,101 $ 33,936 Included in intangible assets is a trade name valued at $6,900,000 and $9,500,000 as of December 31, 2020 and December 26, 2019, respectively, that has an indefinite life. |
Long-Term Debt and Short-Term B
Long-Term Debt and Short-Term Borrowings | 12 Months Ended |
Dec. 31, 2020 | |
Long-Term Debt and Short-Term Borrowings | |
Long-Term Debt and Short-Term Borrowings | 7. Long-Term Debt and Short-Term Borrowings Long-term debt is summarized as follows: December 31,2020 December 26, 2019 (in thousands, except payment data) Mortgage notes $ 24,482 $ 24,571 Senior notes 100,000 109,000 Unsecured term note due February 2025, with monthly principal and interest payments of $39,110, bearing interest at 5.75% 1,735 2,093 Convertible senior notes 100,050 — Payroll Protection Program loans 3,424 — Revolving credit agreement — 81,000 Debt issuance costs (3,684) (322) 226,007 216,342 Less current maturities, net of issuance costs 10,548 9,910 Less debt discount 22,423 — $ 193,036 $ 206,432 The mortgage notes bear fixed rate interest from 3.00% to 5.03%, have a weighted-average rate of 4.27%at December 31, 2020 and December 26, 2019, and mature in fiscal years 2025 through 2043. A mortgage note was amended during fiscal 2020 and in January 2021 in order to defer certain payment obligations and waive certain financial covenants through June 2021. The mortgage notes are secured by the related land, buildings and equipment. 7. Long-Term Debt and Short-Term Borrowings (continued) Credit Agreement and Short-Term Borrowings On January 9, 2020, the Company replaced its then-existing credit agreement with several banks. On April 29, 2020, the Company entered into the First Amendment, and on September 15, 2020, the Company entered into the Second Amendment (the Credit Agreement, as amended by the First Amendment and the Second Amendment, the “Credit Agreement”). The Second Amendment became effective on September 22, 2020. The Credit Agreement provides for a revolving credit facility that matures on January 9, 2025 with an initial maximum aggregate amount of availability of $225,000,000. The First Amendment provided a new $90,800,000 364-day Senior Term Loan A (the “Term Loan A”). The Company used the proceeds from the Term Loan A to repay borrowings under the Credit Agreement, to pay costs and expenses related to the First Amendment, and for general corporate purposes. In conjunction with the Second Amendment, among other things, the maturity date of the Term Loan A was extended to September 22, 2021, and various debt covenant requirements were amended as further discussed below. The $90,800,000 Term Loan A, net of amortized debt issuance costs of $651,000 and pre-payments of $2,955,000 made in conjunction with the sale of certain asset dispositions, is included in short-term borrowings on the consolidated balance sheet as of December 31, 2020 and bears interest at 3.75% as of December 31, 2020. Availability under the $225,000,000 revolving credit facility was $220,000,000 as of December 31, 2020. Borrowings under the Credit Agreement generally bear interest at a variable rate equal to (i) LIBOR, subject to a 1% floor, plus a specified margin based upon the Company's consolidated debt to capitalization ratio as of the most recent determination date; or (ii) the base rate (which is the highest of (a) the prime rate, (b) the greater of the federal funds rate and the overnight bank funding rate plus 0.50% or (c) the sum of 1% plus one-month LIBOR), subject to a 1% floor, plus a specified margin based upon the Company's consolidated debt to capitalization ratio as of the most recent determination date. In addition, the Credit Agreement generally requires the Company to pay a facility fee equal to 0.125% to 0.25% of the total revolving commitment, depending on its consolidated debt to capitalization ratio, as defined in the Credit Agreement. However, pursuant to the First Amendment and the Second Amendment: (A) in respect of revolving loans, (1) the Company is charged a facility fee equal to 0.40% of the total revolving credit facility commitment and (2) the specified margin is 2.35% for LIBOR borrowings and 1.35% for ABR borrowings, which facility fee rate and specified margins will remain in effect until the end of the first fiscal quarter ending after the end of any period in which any portion of the term loan facility remains outstanding or the testing of any financial covenant in the Credit Agreement is suspended (the “specified period”); and (B) in respect of term loans, the specified margin is 2.75% for LIBOR borrowings and 1.75% for ABR borrowings, in each case, at all times. The Credit Agreement contains various restrictions and covenants applicable to the Company. Among other requirements, the Credit Agreement (a) limits the amount of priority debt (as defined in the Credit Agreement) held by the Company’s restricted subsidiaries to no more than 20% of the Company’s consolidated total capitalization (as defined in the Credit Agreement), (b) limits the Company’s permissible consolidated debt to capitalization ratio to a maximum of 0.55 to 1.0, (c) requires the Company to maintain a consolidated fixed charge coverage ratio of at least 3.0 to 1.0 as of the end of the fiscal quarter ending September 29, 2022 and each fiscal quarter thereafter, (d) restricts the Company’s ability to incur additional indebtedness, pay dividends and other distributions, and make voluntary prepayments on or defeasance of the Company’s 4.02% Senior Notes due August 2025, 4.32% Senior Notes due February 2027, the notes or certain other convertible securities, (e) requires the Company’s consolidated EBITDA not to be less than or equal to (i) $0 as of September 30, 2021 for the fiscal quarter then ending, (ii) $20,000,000 as of December 30, 2021 for the two consecutive fiscal quarters then ending, (iii) $35,000,000 as of March 31, 2022 for the three consecutive fiscal quarters then ending or (iv) $60,000,000 as of June 30, 2022 for the four consecutive fiscal quarters then ending, (f) requires the Company’s consolidated liquidity not to be less than or equal to (i) $125,000,000 as of September 24, 2020, (ii) $125,000,000 as of December 31, 2020, (iii) $100,000,000 as of April 1, 2021, (iv) $100,000,000 as of July 1, 2021, or (v) $50,000,000 as of the end of any fiscal quarter thereafter until and including the fiscal quarter ending June 30, 2022; however, each such required minimum amount of consolidated liquidity would be reduced to $50,000,000 for each such testing date if the initial term loans are paid in full as of such date, and (g) prohibits the Company from incurring or making capital expenditures, (i) during the period beginning on April 1, 2020 through and including December 31, 2020 in excess of the sum of $22,500,000 plus certain adjustments, or (ii) during the Company’s 2021 fiscal year in excess of $50 million plus certain adjustments. 7. Long-Term Debt and Short-Term Borrowings (continued) Pursuant to the Credit Agreement, the Company is required to apply net cash proceeds received from certain events, including certain asset dispositions, casualty losses, condemnations, equity issuances, capital contributions, and the incurrence of certain debt, to prepay outstanding term loans. During fiscal 2020, approximately $2,955,000 in asset sale proceeds were applied to the term loan balance. In addition, if, at any time during the specified period, the Company’s unrestricted cash on hand exceeds $75,000,000, the Credit Agreement requires the Company to prepay revolving loans under the Credit Agreement by the amount of such excess, without a corresponding reduction in the revolving commitments under the Credit Agreement. In connection with the Credit Agreement: (i) the Company has pledged, subject to certain exceptions, security interests and liens in and on (a) substantially all of its respective personal property assets and (b) certain of its respective real property assets, in each case, to secure the Credit Agreement and related obligations; and (ii) certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the Credit Agreement. The foregoing security interests, liens and guaranties will remain in effect until the Collateral Release Date (as defined in the Credit Agreement). The Credit Agreement contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then, among other things, the lenders may declare any outstanding obligations under the Credit Agreement to be immediately due and payable and exercise rights and remedies against the pledged collateral. Amendments to Note Purchase Agreements The Company’s $100,000,000 of senior notes consist of two Purchase Agreements maturing in 2025 through 2027, require annual principal payments in varying installments and bear interest payable semi-annually at fixed rates ranging from 4.02% to 4.32%, with a weighted-average fixed rate of 4.17% at December 31, 2020 and 4.37% at December 26, 2019. On September 15, 2020, the Company and certain purchasers entered into amendments (the “Note Amendments”) to the Note Purchase Agreement, dated June 27, 2013, and the Note Purchase Agreement, dated December 21, 2016 (collectively, the “Note Purchase Agreements”). The Note Amendments amend certain covenants and other terms of the Note Purchase Agreements and are identical to the amended covenants that are referenced in the Credit Agreement section above. Additionally, from April 29, 2020 until the last day of the first fiscal quarter ending after the Collateral Release Date (as defined in the Note Amendments), the Company is required to pay a fee to each Note holder. From April 29, 2020 through September 21, 2020, this fee was 0.7250% of the aggregate principal amount of Notes held by such holder (0.18125% quarterly). As of September 22, 2020, this amount is equal to 0.975% of the aggregate principal amount of Notes held by such holder and is payable quarterly (0.24375% of the aggregate principal amount of the Notes per quarter) commencing with the fiscal quarter ending September 24, 2020. In connection with the Note Amendments: (i) the Company has pledged, subject to certain exceptions, security interests and liens in and on (a) substantially all of their respective personal property assets and (b) certain of their respective real property assets, in each case, to secure the Notes and related obligations; and (ii) certain subsidiaries of the Company have guaranteed the Company's obligations under the Note Purchase Agreements and the Notes. The foregoing security interests, liens and guaranties will remain in effect until the Collateral Release Date. The Note Purchase Agreements contain customary events of default. If an event of default under the Note Purchase Agreements occurs and is continuing, then, among other things, all Notes then outstanding become immediately due and payable and the Note holders may exercise their rights and remedies against the pledged collateral. 7. Long-Term Debt and Short-Term Borrowings (continued) Convertible Senior Notes On September 17, 2020, the Company entered into a purchase agreement to issue and sell $100,050,000 aggregate principal amount of its 5.00% Convertible Senior Notes due 2025 (the “Convertible Notes.”) The Convertible Notes were issued pursuant to an indenture (the “Indenture”), dated September 22, 2020, between the Company and U.S. Bank National Association, as trustee. The net proceeds from the sale of the Convertible Notes were approximately $95,421,000 after deducting the Initial Purchasers’ fees and additional fees and expenses related to the offering. The Company used $16,908,000 of net proceeds from the offering to pay the cost of the Capped Call Transactions (as described below). The remainder of the net proceeds were used to repay borrowings under the Company’s revolving credit facility and for general corporate purposes. The Convertible Notes are senior unsecured obligations and rank (i) senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes; (ii) equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. In accounting for the issuance of the Convertible Notes, the Company separated the Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, which does not meet the criteria for separate accounting as a derivative as it is indexed to the Company's own stock, was determined by deducting the fair value of the liability component from the par value of the Convertible Notes. The difference between the principal amount of the Convertible Notes and the liability component represents the debt discount, which is recorded as a direct deduction from the related debt liability in the consolidated balance sheet and amortized to interest expense using the effective interest method over the term of the Convertible Notes. Amortization of the debt discount was $1,004,000 through December 31, 2020 and is included in the convertible senior notes balance as of December 31, 2020. The effective interest rate of the Convertible Notes is 11.25%. The equity component of the Convertible Notes is approximately $23,426,000 ($16,511,000, net of tax and issuance costs) and is included in additional paid-in capital in the consolidated balance sheet and is not remeasured as long as it continues to meet the conditions for equity classification. The Company allocated transaction costs related to the Convertible Notes using the same proportions as the proceeds from Convertible Notes. Transaction costs attributable to the liability component were recorded as a direct deduction from the related debt liability in the consolidated balance sheet and are being amortized to interest expense over the term of the Convertible Notes. Transaction costs attributable to the equity component were netted with the equity component in shareholders’ equity. The Convertible Notes bear interest from September 22, 2020 at a rate of 5.00% per year. Interest will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2021. The Convertible Notes may bear additional interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under the Indenture or if the Convertible Notes are not freely tradeable as required by the Indenture. The Convertible Notes will mature on September 15, 2025, unless earlier repurchased or converted. Prior to March 15, 2025, the Convertible Notes will be convertible at the option of the holders only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on December 31, 2020 (and only during such fiscal quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period immediately after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events. On or after March 15, 2025, the Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. 7. Long-Term Debt and Short-Term Borrowings (continued) Upon conversion, the Convertible Notes may be settled, at the company’s election, in cash, shares of Common Stock or a combination thereof. The initial conversion rate is 90.8038 shares of Common Stock per $1,000 principal amount of the Convertible Notes (equivalent to an initial conversion price of approximately $11.01 per share of Common Stock), representing an initial conversion premium of approximately 22.5% to the $8.99 last reported sale price of the Common Stock on The New York Stock Exchange on September 17, 2020. If the Company undergoes certain fundamental changes, holders of Convertible Notes may require the Company to repurchase for cash all or part of their Convertible Notes for a purchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if a make-whole fundamental change occurs prior to the maturity date, the Company will, under certain circumstances, increase the conversion rate for holders who convert Convertible Notes in connection with such make-whole fundamental change. The Company may not redeem the Convertible Notes before maturity and no “sinking fund” is provided for the Convertible Notes. The Indenture includes covenants customary for securities similar to the Convertible Notes, sets forth certain events of default after which the Convertible Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company and certain of its subsidiaries after which the Convertible Notes become automatically due and payable. Capped Call Transactions In connection with the pricing of the Convertible Notes on September 17, 2020, and in connection with the exercise by the Initial Purchasers of their option to purchase additional Convertible Notes on September 18, 2020, the Company entered into privately negotiated Capped Call Transactions (the “Capped Call Transactions”) with certain of the Initial Purchasers and/or their respective affiliates and/or other financial institutions (the “Capped Call Counterparties”). The Capped Call Transactions are expected generally to reduce potential dilution of the Company’s common stock upon any conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of such converted Convertible Notes, as the case may be, in the event that the market price per share of the Company’s common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped Call Transactions, which initially corresponds to the conversion price of the Convertible Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes. If, however, the market price per share of the Company’s common stock, as measured under the terms of the Capped Call Transactions, exceeds the cap price of the Capped Call Transactions, there would nevertheless be dilution to the extent that such market price exceeds the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions will initially be $17.98 per share (in no event shall the cap price be less than the strike price of $11.0128), which represents a premium of 100% over the last reported sale price of the Common Stock of $8.99 per share on The New York Stock Exchange on September 17, 2020, and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions are separate transactions entered into by the Company with the Capped Call Counterparties, are not part of the terms of the Convertible Notes and will not change the rights of holders of the Convertible Notes under the Convertible Notes and the Indenture. Paycheck Protection Program Loans During fiscal 2020, 11 of the Company’s subsidiaries received proceeds totaling $13,459,000 under the CARES Act’s Paycheck Protection Program (PPP). The PPP loans bear interest at a fixed interest rate of 1.0%, require principal and interest payments that will begin in April 2021, and mature in fiscal 2026. The PPP loans allow for a substantial amount of the principal to be forgiven. Under Section 1106 of the CARES Act, borrowers are eligible for forgiveness of principal and accrued interest on the loans to the extent that the proceeds are used to cover eligible payroll costs, mortgage interest costs, rent and utility costs (qualified expenses). As of December 31, 2020, the Company’s subsidiaries used a cumulative total of approximately $10,035,000 of the PPP loan proceeds to pay for qualified expenses. Of the cumulative proceeds used, approximately $9,094,000 of the expenditures paid were used to cover eligible employee payroll costs which offset the payroll costs of employees rehired due to the CARES Act. The remaining approximately $941,000 of expenditures paid were used to offset rent expense, utility costs and mortgage interest expense. The Company believes the portion of the PPP loan proceeds used for qualified expenses will be forgiven under the terms of the CARES Act program and has reduced its cumulative subsidiary loan balances by this amount. The remaining loan balances that have not been used for qualified expenses and are expected to be repaid total $3,424,000 as of December 31, 2020, of which $503,000 is included in current maturities of long-term debt, and $2,921,000 is included in long-term debt on the consolidated balance sheet. 7. Long-Term Debt and Short-Term Borrowings (continued) Scheduled annual principal payments on long-term debt, net of amortization of debt issuance costs, for the years subsequent to December 31, 2020, are: Fiscal Year (in thousands) 2021 $ 10,548 2022 10,947 2023 11,006 2024 11,067 2025 124,538 Thereafter 57,901 $ 226,007 Interest paid on short-term borrowings and long-term debt, net of amounts capitalized, for fiscal 2020, fiscal 2019 and fiscal 2018 totaled $10,885,000, $10,281,000 and $11,434,000, respectively. The Company utilizes derivatives principally to manage market risks and reduce its exposure resulting from fluctuations in interest rates. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategies for undertaking various hedge transactions. The Company entered into two interest rate swap agreements on March 1, 2018 covering $50,000,000 of floating rate debt. The first agreement has a notional amount of $25,000,000, expires March 1, 2021, and requires the Company to pay interest at a defined rate of 2.559% while receiving interest at a defined variable rate of one-month LIBOR (1.875% at December 31, 2020). The second agreement has a notional amount of $25,000,000, expires March 1, 2023, and requires the Company to pay interest at a defined rate of 2.687% while receiving interest at a defined variable rate of one-month LIBOR (1.875% at December 31, 2020). The Company recognizes derivatives as either assets or liabilities on the consolidated balance sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship. Derivatives that do not qualify for hedge accounting must be adjusted to fair value through earnings. For derivatives that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The Company’s interest rate swap agreements are considered effective and qualify as cash flow hedges. The Company assesses, both at the inception of each hedge and on an on-going basis, whether the derivatives that are used in its hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. As of December 31, 2020, the interest rate swaps were considered highly effective. The fair value of the interest rate swaps on December 31, 2020 was a liability of $1,470,000, of which $100,000 is included in other accrued liabilities and $1,370,000 is included in other long-term obligations in the consolidated balance sheet. The fair value of the interest rate swap on December 26, 2019, was a liability of $1,194,000 and was included in other long-term obligations in the consolidated balance sheet. The Company does not expect the interest rate swaps to have a material effect on earnings within the next 12 months. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases | |
Leases | 8. Leases The Company determines if an arrangement is a lease at inception. The Company evaluates each lease for classification as either a finance lease or an operating lease according to accounting guidance ASU No. 2016-02, Leases (Topic 842) 8. Leases (continued) Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in the lease in determining the present value of lease payments. When the lease does not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, including the fixed rate the Company could borrow for a similar amount, over a similar lease term with similar collateral. The Company recognizes right-of-use assets for all assets subject to operating leases in an amount equal to the operating lease liabilities, adjusted for the balances of long-term prepaid rent, favorable lease intangible assets, deferred lease expense, unfavorable lease liabilities and deferred lease incentive liabilities. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The majority of the Company’s lease agreements include fixed rental payments. For those leases with variable payments based on increases in an index subsequent to lease commencement, such payments are recognized as variable lease expense as they occur. Variable lease payments that do not depend on an index or rate, including those that depend on the Company’s performance or use of the underlying asset, are also expensed as incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Total lease cost consists of the following: Lease Cost Classification Fiscal 2020 Fiscal 2019 (in thousands) Finance lease costs: Amortization of finance lease assets Depreciation and amortization $ 2,851 $ 3,507 Interest on lease liabilities Interest expense 1,048 1,247 $ 3,899 $ 4,754 Operating lease costs: Operating lease costs Rent expense $ 25,821 $ 24,302 Variable lease cost Rent expense 724 1,560 Short-term lease cost Rent expense 321 237 $ 26,866 $ 26,099 Additional information related to leases is as follows: Other Information Fiscal 2020 Fisal 2019 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 2,007 $ 2,544 Operating cash flows from finance leases 1,048 1,247 Operating cash flows from operating leases 17,685 25,266 Right of use assets obtained in exchange for new lease obligations: Finance lease liabilities 1,417 1,726 Operating lease liabilities, including from acquisitions 10,957 180,103 December 31, 2020 December 26, 2019 (in thousands) (in thousands) Finance leases: Property and equipment – gross $ 75,322 $ 74,357 Accumulated depreciation and amortization (55,547) (52,869) Property and equipment - net $ 19,775 $ 21,488 8. Leases (continued) Remaining lease terms and discount rates are as follows: Lease Term and Discount Rate December 31, 2020 December 26, 2019 Weighted-average remaining lease terms: Finance leases 9 years 10 years Operating leases 15 years 15 years Weighted-average discount rates: Finance leases 4.62% 4.67% Operating leases 4.53% 4.56% Maturities of lease liabilities as of December 31, 2020 are as follows (in thousands): Fiscal Year Operating Leases Finance Leases 2021 $ 30,318 $ 3,722 2022 28,418 3,404 2023 25,313 3,162 2024 25,381 3,056 2025 25,433 2,897 Thereafter 203,089 11,275 Total lease payments 337,952 27,516 Less: amount representing interest (87,788) (4,989) Total lease liabilities $ 250,164 $ 22,527 Due to the COVID-19 pandemic, the Company temporarily closed all of its theatres on March 17, 2020 and had temporarily closed all of its company-owned hotels by April 8, 2020. At that time, the Company began actively working with landlords to discuss changes to the timing of lease payments and contract terms of leases due to the pandemic. The lease terms were negotiated on a lease-by-lease basis with individual landlords. In conjunction with these lease discussions, the Company obtained lease concessions for the majority of its leases. Substantially all of the lease concessions were for the deferral of lease payments into future periods. This resulted in the total payments required by the modified contract being substantially the same as or less than the total payments required by the original contract. In accordance with FASB Staff Q&A – Topic 842 and Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic issued in April 2020, the Company has made the policy election to account for these lease concessions as if they were made under the enforceable rights included in the original agreement and are thus outside of the modification framework. The Company has elected to account for these concessions as if no changes to the lease contract were made and has continued to recognize rent expense during the deferral period. Deferred rent payments of approximately $6,609,000 for the Company’s operating leases have been included in the total operating lease obligations as of December 31, 2020, of which approximately $1,158,000 is included in long-term operating lease obligations. |
Shareholders' Equity and Share-
Shareholders' Equity and Share-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Shareholders' Equity and Share-Based Compensation | |
Shareholders' Equity and Share-Based Compensation | 9. Shareholders’ Equity and Share-Based Compensation Shareholders may convert their shares of Class B Common Stock into shares of Common Stock at any time. Class B Common Stock shareholders are substantially restricted in their ability to transfer their Class B Common Stock. Holders of Common Stock are entitled to cash dividends per share equal to 110% of all dividends declared and paid on each share of the Class B Common Stock. Holders of Class B Common Stock are entitled to ten votes per share while holders of Common Stock are entitled to one vote per share on any matters brought before the shareholders of the Company. Liquidation rights are the same for both classes of stock. Through December 31, 2020, the Company’s Board of Directors has approved the repurchase of up to 11,687,500 shares of Common Stock to be held in treasury. The Company intends to reissue these shares upon the exercise of stock options and for savings and profit-sharing plan contributions. The Company repurchased 37,567, 30,139 and 82,722 shares pursuant to these authorizations during fiscal 2020, fiscal 2019 and fiscal 2018, respectively. At December 31, 2020, there were 2,718,994 shares available for repurchase under these authorizations. 9. Shareholders’ Equity and Share-Based Compensation (continued) The Company’s Board of Directors has authorized the issuance of up to 750,000 shares of Common Stock for The Marcus Corporation Dividend Reinvestment and Associate Stock Purchase Plan. At December 31, 2020, there were 423,893 shares available under this authorization. Shareholders have approved the issuance of up to 4,937,500 shares of Common Stock under various equity incentive plans. On February 25, 2021, the Company’s Board of Directors approved the issuance of an additional 2,500,000 shares of Common Stock under an amended equity incentive plan, which the Company will ask shareholders to approve at the Company’s May 2021 shareholder meeting. Stock options granted in May 2020 and February 2021 are contingent upon shareholder approval of the additional 2,500,000 shares of Common Stock. Stock options granted under the plans to employees generally become exercisable either 40% after two years, 60% after three years, 80% after four years and 100% after five years of the date of grant, or 50% after two years, 75% after three years and 100% after four years of the date of grant, depending on the date of grant. The options generally expire ten years from the date of grant as long as the optionee is still employed with the Company. Awarded shares of non-vested stock cumulatively vest either 25% after three years of the grant date, 50% after five years of the grant date, 75% after ten years of the grant date and 100% upon retirement, or 50% after three years of the grant date and 100% after five years of the grant date, or 50% after two years of the grant date and 100% after four years of the grant date, depending on the date of grant. The non-vested stock may not be sold, transferred, pledged or assigned, except as provided by the vesting schedule included in the Company’s equity incentive plan. During the period of restriction, the holder of the non-vested stock has voting rights and is entitled to receive all dividends and other distributions paid with respect to the stock. Non-vested stock awards and shares issued upon option exercises may be issued from previously acquired treasury shares. At December 31, 2020, there were 216,247 shares available for grants of additional stock options, non-vested stock and other types of equity awards under the current plan. Share-based compensation, including stock options and non-vested stock awards, is expensed over the vesting period of the awards based on the grant date fair value. The Company estimated the fair value of stock options using the Black-Scholes option pricing model with the following assumptions used for awards granted during fiscal 2020, fiscal 2019 and fiscal 2018: Year Ended Year Ended Year Ended December 31, 2020 December 26, 2019 December 27, 2018 Risk-free interest rate 0.40 – 1.26% 2.50 – 2.60% 2.70 – 2.80% Dividend yield 1.70 – 1.90% 1.70% 2.10% Volatility 27 - 41% 27 – 32% 28 – 33% Expected life 6 – 8 years 6 – 8 years 6 – 8 years Total pre-tax share-based compensation expense was $4,385,000, $3,523,000 and $2,691,000 in fiscal 2020, fiscal 2019 and fiscal 2018, respectively. The recognized tax benefit on share-based compensation was $771,000, $1,127,000 and $2,617,000 in fiscal 2020, fiscal 2019 and fiscal 2018, respectively. The increase in the recognized tax benefit during fiscal 2018 was primarily due to an increase in stock options exercised where the market price was significantly greater than the grant date fair value of the stock options. 9. Shareholders’ Equity and Share-Based Compensation (continued) A summary of the Company’s stock option activity and related information follows: December 31, 2020 December 26, 2019 December 27, 2018 Weighted- Weighted- Weighted- Average Average Average Exercise Exercise Exercise Options Price Options Price Options Price (options in thousands) Outstanding at beginning of period 1,641 $ 25.46 1,450 $ 21.25 1,629 $ 18.08 Granted 728 23.47 329 41.67 336 27.59 Exercised (31) 12.21 (97) 15.60 (478) 14.74 Forfeited (104) 28.06 (41) 30.58 (37) 23.35 Outstanding at end of period 2,234 24.87 1,641 25.46 1,450 21.25 Exercisable at end of period 1,001 $ 20.38 802 $ 18.22 699 $ 15.87 Weighted-average fair value of options granted during the period $ 5.96 $ 11.79 $ 7.87 Exercise prices for options outstanding as of December 31, 2020 ranged from $10.00 to $41.90. The weighted-average remaining contractual life of those options is 6.6 years. The weighted-average remaining contractual life of options currently exercisable is 4.3 years. There were 2,177,000 options outstanding, vested and expected to vest as of December 31, 2020, with a weighted-average exercise price of $24.82 and an intrinsic value of $547,000. Additional information related to these options segregated by exercise price range is as follows: Exercise Price Range $10.00 to $18.35 to $27.01 to $18.34 $27.00 $41.90 (options in thousands) Options outstanding 666 580 988 Weighted-average exercise price of options outstanding $ 13.64 $ 23.21 $ 33.44 Weighted-average remaining contractual life of options outstanding 4.9 5.9 8.1 Options exercisable 423 415 163 Weighted-average exercise price of options exercisable $ 14.17 $ 22.22 $ 31.77 The intrinsic value of options outstanding at December 31, 2020 was $559,000 and the intrinsic value of options exercisable at December 31, 2020 was $371,000. The intrinsic value of options exercised was $107, $2,135,000 and $10,373,000 during fiscal 2020, fiscal 2019 and fiscal 2018, respectively. As of December 31, 2020, total remaining unearned compensation cost related to stock options was $6,357,000, which will be amortized to expense over the remaining weighted-average life of 2.7 years. A summary of the Company’s non-vested stock activity and related information follows: December 31, 2020 December 26, 2019 December 27, 2018 Weighted- Weighted- Weighted- Average Average Average Fair Fair Fair Shares Value Shares Value Shares Value (options in thousands) Outstanding at beginning of period 174 $ 29.16 158 $ 18.98 137 $ 21.94 Granted 42 31.43 39 38.24 52 29.02 Vested (69) 26.56 (23) 18.60 (31) 16.41 Forfeited — — — — — — Outstanding at end of period 147 $ 31.02 174 $ 29.16 158 $ 18.98 9. Shareholders’ Equity and Share-Based Compensation (continued) The Company expenses awards of non-vested stock based on the fair value of the Company’s common stock at the date of grant. As of December 31, 2020, total remaining unearned compensation related to non-vested stock was $2,863,000, which will be amortized over the weighted-average remaining service period of 2.4 years. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Employee Benefit Plans | |
Employee Benefit Plans | 10. Employee Benefit Plans The Company has a qualified profit-sharing retirement savings plan (401(k) plan) covering eligible employees. The 401(k) plan provides a matching contribution equal to 100% of the first 3% of compensation and 50% of the next 2% of compensation deposited by an employee into the 401(k) plan. During fiscal 2020, fiscal 2019 and fiscal 2018, the first 2% of the matching contribution was made with the Company’s common stock. Retirement savings plan expense was $1,718,000, $2,311,000 and $2,206,000 for fiscal 2020, fiscal 2019 and fiscal 2018, respectively. The Company also sponsors unfunded, nonqualified, defined-benefit and deferred compensation plans. The Company’s unfunded, nonqualified retirement plan includes two components. The first component is a defined-benefit plan that applies to certain participants. The second component applies to all other participants and provides an account-based supplemental retirement benefit. The Company recognizes actuarial losses and prior service costs related to its defined benefit plan in the consolidated balance sheets and recognizes changes in these amounts in the year in which changes occur through comprehensive income. The status of the Company’s unfunded nonqualified, defined-benefit and account-based retirement plan based on the respective December 31, 2020 and December 26, 2019 measurement dates is as follows: December 31, December 26, 2020 2019 (in thousands) Change in benefit obligation: Benefit obligation at beginning of period $ 43,824 $ 35,640 Service cost 1,095 833 Interest cost 1,371 1,485 Actuarial loss 3,806 7,317 Benefits paid (1,492) (1,451) Benefit obligation at end of year $ 48,604 $ 43,824 Amounts recognized in the statement of financial position consist of: Current accrued benefit liability (included in Other accrued liabilities) $ (1,401) $ (1,400) Noncurrent accrued benefit liability (included in Other long-term obligations) (47,203) (42,424) Total $ (48,604) $ (43,824) Amounts recognized in accumulated other comprehensive loss consist of: Net actuarial loss $ 19,125 $ 16,373 Prior service credit (387) (451) Total $ 18,738 $ 15,922 10. Employee Benefit Plans (continued) Year Ended December 31, December 26, December 27, 2020 2019 2018 (in thousands) Net periodic pension cost: Service cost $ 1,095 $ 833 $ 926 Interest cost 1,371 1,485 1,364 Net amortization of prior service cost and actuarial loss 990 436 621 $ 3,456 $ 2,754 $ 2,911 The $13,847,000 loss, net of tax, included in accumulated other comprehensive loss at December 31, 2020, consists of the $14,133,000 net actuarial loss, net of tax, and the $286,000 unrecognized prior service credit, net of tax, which have not yet been recognized in the net periodic benefit cost. The $11,766,000 loss, net of tax, included in accumulated other comprehensive loss at December 26, 2019, consists of the $12,100,000 net actuarial loss, net of tax, and the $334,000 unrecognized prior service credit, net of tax, which have not yet been recognized in the net periodic benefit cost. The accumulated benefit obligation was $43,548,000 and $37,474,000 as of December 31, 2020 and December 26, 2019, respectively. The pre-tax change in the benefit obligation recognized in other comprehensive loss was as follows: Year Ended December 31, 2020 December 26, 2019 (in thousands) Net actuarial loss $ 3,806 7,317 Amortization of the net actuarial loss (1,055) (499) Amortization of the prior year service credit 64 63 Total $ 2,815 6,881 The weighted-average assumptions used to determine the benefit obligations as of the measurement dates were as follows: December 31, 2020 December 26, 2019 Discount rate 2.45 % 3.10 % Rate of compensation increase 4.00 % 4.00 % The weighted-average assumptions used to determine net periodic benefit cost were as follows: Year Ended December 31, December 26, December 27, 2020 2019 2018 Discount rate 3.10 % 4.15 % 3.60 % Rate of compensation increase 4.00 % 4.00 % 4.00 % Benefit payments expected to be paid subsequent to December 31, 2020, are: Fiscal Year (in thousands) 2021 $ 1,401 2022 1,716 2023 1,519 2024 1,777 2025 2,177 Years 2026 – 2030 12,273 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | 11. Income Taxes The components of the net deferred tax liability are as follows: December 31, 2020 December 26, 2019 (in thousands) Accrued employee benefits $ 16,685 $ 15,145 Depreciation and amortization (82,964) (69,100) Operating lease assets (58,704) (62,339) Operating lease liabilities 64,055 62,750 Net operating loss and tax credit carryforwards 21,526 — Other 5,973 5,282 Net deferred tax liability $ (33,429) $ (48,262) The Company has a federal net operating loss carryforward of $28,691,000 and a state net operating loss carryforward of $175,039,000 as of December 31, 2020. In addition, the Company has federal tax credit carryforwards of $5,074,000 as of December 31, 2020. Income tax expense consists of the following: Year Ended December 31, December 26, December 27, 2020 2019 2018 (in thousands) Current: Federal $ (32,626) $ 1,187 $ 7,022 State 526 2,041 3,181 Deferred: Federal (24,751) 9,228 2,815 State (14,085) (136) 109 $ (70,936) $ 12,320 $ 13,127 The Company’s effective income tax rate, adjusted for earnings (losses) from noncontrolling interests, was 36.2%, 22.7% and 19.7% for fiscal 2020, fiscal 2019 and fiscal 2018, respectively. The Company's effective income tax rate during fiscal 2020 benefitted from several accounting method changes and the March 27, 2020 signing of the CARES Act, one of the provisions of which allows the Company's 2019 and 2020 taxable losses to be carried back to prior fiscal years during which the federal income tax rate was 35%, compared to the current statutory federal income tax rate of 21%. During fiscal 2020, the Company recorded current tax benefits of $11,976,000 and deferred tax benefits of $8,095,000 related to the CARES Act and tax accounting changes. Excluding these favorable impacts, the company’s effective income tax rate for fiscal 2020 was 26.0%. The Company does not include the income tax expense or benefit related to the net earnings or loss attributable to noncontrolling interests in its income tax expense as the entity is considered a pass-through entity and, as such, the income tax expense or benefit is attributable to its owners. The Company has evaluated the provisions of the CARES Act. Among other things, the CARES Act includes provisions relating to refundable payroll tax credits, deferment of employer-side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. After reviewing these provisions, the Company filed income tax refund claims of approximately $37,400,000 in fiscal 2020, with the primary benefit derived from several accounting method changes and new rules for qualified improvement property expenditures and net operating loss carrybacks. In fiscal 2020, the Company received $31,500,000 of the requested tax refunds. The Company expects to receive the remaining $5,900,000 during the first quarter of fiscal 2021. The Company also expects to apply a significant portion of the tax loss incurred in fiscal 2020 to prior year income, which may also result in a refund that may approximate $21,000,000 in fiscal 2021 when the Company's fiscal 2020 tax return is filed (with additional tax loss carryforwards that may be used in future years). 11. Income Taxes (continued) During fiscal 2018, the Company recorded current tax benefits of $1,947,000 related to reductions in deferred tax liabilities related to tax accounting method changes that the Company made subsequent to the Tax Cuts and Jobs Act of 2017. Excluding these favorable impacts, the Company’s effective income tax rate for fiscal 2018 was 22.7%. The Company also recorded significant current tax benefits in fiscal 2018 related to excess tax benefits on share-based compensation. A reconciliation of the statutory federal tax rate to the effective tax rate on earnings attributable to The Marcus Corporation follows: Year Ended December 31, December 26, December 27, 2020 2019 2018 Statutory federal tax rate 21.0 % 21.0 % 21.0 % Tax benefit from Tax Cuts and Jobs Act of 2017 — — (2.9) Tax benefit from CARES Act and accounting method changes 10.3 — — State income taxes, net of federal income tax benefit 5.0 5.5 6.1 Tax credits, net of federal income tax benefit 0.2 (2.7) (1.1) Other (0.3) (1.1) (3.4) 36.2 % 22.7 % 19.7 % Net income taxes paid (refunded) in fiscal 2020, fiscal 2019 and fiscal 2018 were $(33,275,000), $3,062,000 and $(218,000), respectively. Net income taxes refunded in fiscal 2020 included $31,500,000 related to net operating loss carrybacks to prior years, as allowed under the provisions of the CARES Act. A reconciliation of the beginning and ending gross amounts of unrecognized tax benefit are as follows: Year Ended December 31, December 26, December 27, 2020 2019 2018 (in thousands) Balance at beginning of year $ — $ — $ 102 Increases due to: Tax positions taken in prior years — — — Tax positions taken in current year — — — Decreases due to: Tax positions taken in prior years — — — Settlements with taxing authorities — — (102) Lapse of applicable statute of limitations — — — Balance at end of year $ — $ — $ — During fiscal 2018, the Company settled a dispute with a state taxing authority and no longer carries an unrecognized tax benefit subsequent to December 27, 2018. The Company had no accrued interest or penalties at December 31, 2020 or December 26, 2019. The Company classifies interest and penalties relating to income taxes as income tax expense. For the year ended December 31, 2020, $296,000 of interest income was recognized in the consolidated statement of earnings (loss), compared to $1,000 of interest income for the year ended December 26, 2019 and $68,000 of interest income for the year ended December 27, 2018. 11. Income Taxes (continued) The Company is currently undergoing an examination by the Internal Revenue Service of its fiscal 2019 income tax return. This examination also includes the previous five fiscal years to the extent that net operating losses were carried back to those fiscal years under provisions of the CARES Act. During fiscal 2018, the Company settled, with no change, an examination by the Internal Revenue Service of its income tax return for the 31 weeks ended December 31, 2015. With certain exceptions, the Company’s state income tax returns are no longer subject to examination prior to fiscal 2016. At this time, the Company does not expect the results from any income tax audit or appeal to have a significant impact on the Company’s financial statements. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. |
Commitments and License Rights
Commitments and License Rights | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and License Rights | |
Commitments and License Rights | 12. Commitments and License Rights Commitments - License Rights – |
Joint Venture Transactions
Joint Venture Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Joint Venture Transactions | |
Joint Venture Transactions | 13. Joint Venture Transactions At December 31, 2020 and December 26, 2019, the Company held investments with aggregate carrying values of $2,084,000 and $3,593,000, respectively, in several joint ventures, one of which is accounted for under the equity method, and two of which are investments in equity investments without readily determinable fair values. During fiscal 2020, the Company recorded an other-than-temporary impairment loss of approximately $811,000 in which it was determined that the fair value of its equity method investment in a joint venture was less than its carrying value. The $811,000 impairment loss is included within Equity losses from unconsolidated joint ventures in the consolidated statement of earnings (loss) as of December 31, 2020. Early in fiscal 2021, pursuant to a recapitalization of this joint venture, the Company surrendered its ownership interest in this entity. The Company also sold its interest in an equity investment without a readily determinable fair value early in fiscal 2021. |
Business Segment Information
Business Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Business Segment Information | |
Business Segment Information | 14. Business Segment Information The Company evaluates performance and allocates resources based on the operating income (loss) of each segment. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Following is a summary of business segment information for fiscal 2020, fiscal 2019 and fiscal 2018: Hotels/ Corporate Theatres Resorts Items Total (in thousands) Fiscal 2020 Revenues $ 132,624 $ 104,638 $ 426 $ 237,688 Operating loss (121,429) (43,885) (13,108) (178,422) Depreciation and amortization 53,460 21,096 496 75,052 Assets 871,655 309,320 73,203 1,254,178 Capital expenditures and acquisitions 15,828 4,669 866 21,363 Fiscal 2019 Revenues $ 557,080 $ 263,350 $ 433 $ 820,863 Operating income (loss) 76,903 10,050 (18,762) 68,191 Depreciation and amortization 51,202 20,430 645 72,277 Assets 953,299 337,206 68,681 1,359,186 Capital expenditures and acquisitions 61,604 31,783 780 94,167 Fiscal 2018 Revenues $ 446,804 $ 259,892 $ 424 $ 707,120 Operating income (loss) 88,790 12,480 (18,081) 83,189 Depreciation and amortization 38,760 22,229 353 61,342 Assets 624,512 306,162 58,657 989,331 Capital expenditures and acquisitions 43,568 14,931 161 58,660 Corporate items include amounts not allocable to the business segments. Corporate revenues consist principally of rent and the corporate operating loss includes general corporate expenses. Corporate information technology costs and accounting shared services costs are allocated to the business segments based upon several factors, including actual usage and segment revenues. Corporate assets primarily include cash and cash equivalents, furniture, fixtures and equipment, investments and land held for development. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
General | |
Description of Business | Description of Business - Theatres: Operates multiscreen motion picture theatres in Wisconsin, Illinois, Iowa, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Arkansas, Colorado, Georgia, Kentucky, Louisiana, New York, Pennsylvania, Texas and Virginia, 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, Illinois, Minnesota, Texas, Nevada, California and Nebraska. |
Principles of Consolidation | Principles of Consolidation 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 equity investments without readily determinable fair values, which represents investments in entities where the Company does not have the ability to significantly influence the operations of the entities. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates |
Change in Accounting Policy | Change in Accounting Policies Leases (Topic 842) |
Cash Equivalents | Cash Equivalents |
Restricted Cash | Restricted Cash |
Fair Value Measurements | Fair Value Measurements 1. Description of Business and Summary of Significant Accounting Policies (continued) The Company’s assets and liabilities measured at fair value are classified in one of the following categories: Level 1 Level 2 Level 3 The carrying value of the Company’s financial instruments (including cash and cash equivalents, restricted cash, accounts receivable and accounts payable) approximates fair value. The fair value of the Company’s $100,000,000 of senior notes, valued using Level 2 pricing inputs, is approximately $99,990,000 at December 31, 2020, determined based upon discounted cash flows using current market interest rates for financial instruments with a similar average remaining life. The fair value of the Company's $100,050,000 of convertible senior notes, valued using Level 2 pricing inputs, is approximately $144,712,000 at December 31, 2020, determined based on market rates and the closing trading price of the convertible senior notes as of December 31, 2020 (see Note 7 for further discussion on the Company’s senior notes and convertible senior notes). The carrying amounts of the Company’s remaining long-term debt approximate their fair values, determined using current rates for similar instruments, or Level 2 pricing inputs. |
Accounts Receivable | Accounts Receivable |
Inventory | Inventory |
Assets Held for Sale | Assets Held for Sale |
Property and Equipment | Property and Equipment 1. Description of Business and Summary of Significant Accounting Policies (continued) Depreciation and amortization of property and equipment are provided using the straight-line method over the shorter of the following estimated useful lives or any related lease terms: Years Land improvements 10 - 20 Buildings and improvements 12 - 39 Leasehold improvements 3 - 40 Furniture, fixtures and equipment 3 - 20 Finance lease right-of-use assets 4 - 15 Depreciation expense totaled $75,067,000, $72,244,000 and $61,470,000 for fiscal 2020, fiscal 2019 and fiscal 2018, respectively. |
Long-Lived Assets | Long-Lived Assets |
Acquisition | Acquisition - |
Goodwill | Goodwill - During fiscal 2020, the Company determined that indicators of impairment were present and performed quantitative tests at the end of the first and third quarters. In accordance with the Company’s accounting policy to perform an impairment analysis on the last day of the fiscal year, the Company performed a quantitative analysis as of December 31, 2020. In order to determine fair value, the Company used assumptions based on information available to it as of the dates of the quantitative tests, including both market data and forecasted future cash flows (Level 3 pricing inputs). The Company then used this information to determine fair value. During the first, third and fourth quarters of fiscal 2020, the Company determined that the fair value of its goodwill was greater than it carrying value and no impairment was required. At the end of fiscal 2019 and fiscal 2018, the Company performed qualitative tests as described above and determined that the fair value of the Company's goodwill was greater than its carrying value and thus was not impaired. 1. Description of Business and Summary of Significant Accounting Policies (continued) A summary of the Company’s goodwill activity is as follows: December 31, December 26, December 27, 2020 2019 2018 (in thousands) Balance at beginning of period $ 75,282 $ 43,170 $ 43,492 Acquisition — 32,205 — Sale — — — Deferred tax adjustment (94) (93) (322) Balance at end of period $ 75,188 $ 75,282 $ 43,170 |
Trade Name Intangible Asset | Trade Name Intangible Asset |
Capitalization of Interest | Capitalization of Interest - |
Debt Issuance Costs | Debt Issuance Costs - |
Leases | Leases Leases |
Investments | Investments |
Revenue Recognition | Revenue Recognition Revenue from Contracts with Customers |
Advertising and Marketing Costs | Advertising and Marketing Costs |
Insurance Reserves | Insurance Reserves |
Income Taxes | Income Taxes - 1. Description of Business and Summary of Significant Accounting Policies (continued) 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 11 - Income Taxes. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share - 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 and provides a reconciliation of the number of weighted-average basic and diluted shares outstanding: Year Ended December 31, December 26, December 27, 2020 2019 2018 (in thousands, except per share data) Numerator: Net earnings (loss) attributable to The Marcus Corporation $ (124,843) $ 42,017 $ 53,391 Denominator: Denominator for basic EPS 31,042 30,656 28,105 Effect of dilutive employee stock options – 496 608 Denominator for diluted EPS 31,042 31,152 28,713 Net earnings (loss) per share – Basic: Common Stock $ (4.13) $ 1.44 $ 1.96 Class B Common Stock $ (3.74) $ 1.25 $ 1.75 Net earnings (loss) per share- Diluted: Common Stock $ (4.13) $ 1.35 $ 1.86 Class B Common Stock $ (3.74) $ 1.24 $ 1.72 For the periods when the Company reports a net loss, common stock equivalents are excluded from the computation of diluted loss per share as their inclusion would have an antidilutive effect. 1. Description of Business and Summary of Significant Accounting Policies (continued) At December 31, 2020, approximately 76,000 common stock equivalents were excluded from the computation of diluted net loss per share because of the Company’s net loss. Additionally, options to purchase 1,706,000 shares, 324,000 shares and 16,000 shares of common stock at prices ranging from $16.32 to $41.90, $38.51 to $41.90 and $38.51 to $41.35 per share were outstanding at December 31, 2020, December 26, 2019 and December 27, 2018, respectively, but were not included in the computation of diluted EPS because the options’ exercise price was greater than the average market price of the common shares, and therefore, the effect would be antidilutive. |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss – December 31, 2020 December 26, 2019 (in thousands) Unrecognized loss on interest rate swap agreements $ (1,086) (882) Net unrecognized actuarial loss for pension obligation (13,847) (11,766) $ (14,933) $ (12,648) |
New Accounting Pronouncements | New Accounting Pronouncements Compensation—Retirement Benefits—Defined Benefit Plans—General On December 27, 2019, the Company adopted ASU No. 2017-04, Intangibles Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment, 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 In December 2019, the Financial Accounting Standards Board (FASB) issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Incomes Taxes 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 1. Description of Business and Summary of Significant Accounting Policies (continued) In August 2020, the FASB issued ASU No. 2020-06 , Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity The Company early adopted The Company recorded a one-time cumulative effect adjustment to the balance sheet on January 1, 2021 as follows: Balance at Cumulative Balance at December 31, 2020 adjustment January 1, 2021 (in thousands) Long-term debt $ 193,036 $ 21,393 $ 214,429 Deferred income taxes 33,429 (5,584) 27,845 Capital in excess of par 153,529 (16,511) 137,018 Retained earnings 331,897 702 332,599 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
General | |
Schedule Of Depreciation And Amortization Of Property And Equipment | Depreciation and amortization of property and equipment are provided using the straight-line method over the shorter of the following estimated useful lives or any related lease terms: Years Land improvements 10 - 20 Buildings and improvements 12 - 39 Leasehold improvements 3 - 40 Furniture, fixtures and equipment 3 - 20 Finance lease right-of-use assets 4 - 15 |
Schedule of Goodwill | A summary of the Company’s goodwill activity is as follows: December 31, December 26, December 27, 2020 2019 2018 (in thousands) Balance at beginning of period $ 75,282 $ 43,170 $ 43,492 Acquisition — 32,205 — Sale — — — Deferred tax adjustment (94) (93) (322) Balance at end of period $ 75,188 $ 75,282 $ 43,170 |
Schedule of Earnings Per Share, Basic and Diluted | The following table illustrates the computation of Common Stock and Class B Common Stock basic and diluted net earnings (loss) per share and provides a reconciliation of the number of weighted-average basic and diluted shares outstanding: Year Ended December 31, December 26, December 27, 2020 2019 2018 (in thousands, except per share data) Numerator: Net earnings (loss) attributable to The Marcus Corporation $ (124,843) $ 42,017 $ 53,391 Denominator: Denominator for basic EPS 31,042 30,656 28,105 Effect of dilutive employee stock options – 496 608 Denominator for diluted EPS 31,042 31,152 28,713 Net earnings (loss) per share – Basic: Common Stock $ (4.13) $ 1.44 $ 1.96 Class B Common Stock $ (3.74) $ 1.25 $ 1.75 Net earnings (loss) per share- Diluted: Common Stock $ (4.13) $ 1.35 $ 1.86 Class B Common Stock $ (3.74) $ 1.24 $ 1.72 |
Schedule of Accumulated Other Comprehensive Income (Loss) | December 31, 2020 December 26, 2019 (in thousands) Unrecognized loss on interest rate swap agreements $ (1,086) (882) Net unrecognized actuarial loss for pension obligation (13,847) (11,766) $ (14,933) $ (12,648) |
Schedule of one-time cumulative effect adjustment to the balance sheet | Balance at Cumulative Balance at December 31, 2020 adjustment January 1, 2021 (in thousands) Long-term debt $ 193,036 $ 21,393 $ 214,429 Deferred income taxes 33,429 (5,584) 27,845 Capital in excess of par 153,529 (16,511) 137,018 Retained earnings 331,897 702 332,599 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition | |
Disaggregation of Revenue | 3. Revenue Recognition (continued) The disaggregation of revenues by business segment for fiscal 2020, fiscal 2019 and fiscal 2018 is as follows (in thousands): Fiscal 2020 Reportable Segment Theatres Hotels/Resorts Corporate Total Theatre admissions $ 64,825 $ — $ — $ 64,825 Rooms — 35,386 — 35,386 Theatre concessions 56,711 — — 56,711 Food and beverage — 24,822 — 24,822 Other revenues (1) 10,764 27,552 426 38,742 Cost reimbursements 324 16,878 — 17,202 Total revenues $ 132,624 $ 104,638 $ 426 $ 237,688 Fiscal 2019 Reportable Segment Theatres Hotels/Resorts Corporate Total Theatre admissions $ 284,141 $ — $ — $ 284,141 Rooms — 105,857 — 105,857 Theatre concessions 231,237 — — 231,237 Food and beverage — 74,665 — 74,665 Other revenues (1) 40,825 46,547 433 87,805 Cost reimbursements 877 36,281 — 37,158 Total revenues $ 557,080 $ 263,350 $ 433 $ 820,863 Fiscal 2018 Reportable Segment Theatres Hotels/Resorts Corporate Total Theatre admissions $ 246,385 $ – $ – $ 246,385 Rooms – 108,786 – 108,786 Theatre concessions 166,564 – – 166,564 Food and beverage – 72,771 – 72,771 Other revenues (1) 32,563 45,342 424 78,329 Cost reimbursements 1,292 32,993 – 34,285 Total revenues $ 446,804 $ 259,892 $ 424 $ 707,120 (1) Included in other revenues is an immaterial amount related to rental income that is not considered contract revenue from contracts with customers under ASU No. 2014-09. |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Acquisition | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Other current assets $ 4,855 Property and equipment (1) 95,021 Operating lease right-of-use assets 160,567 Deferred tax asset 753 Other (long-term assets) (2) 9,710 Goodwill (3) 32,205 Taxes other than income taxes (206) Other accrued liabilities (3,322) Operating lease obligations (160,273) Total $ 139,310 (1) Amounts recorded for property and equipment include land, building, leasehold improvements and equipment. (2) Amounts recorded primarily relate to a trade name intangible asset of $9,500,000 which the Company has determined to have an indefinite life. (3) Amounts recorded for goodwill are expected to be deductible for tax purposes. |
Additional Balance Sheet Info_2
Additional Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Additional Balance Sheet Information | |
Schedule of Accounts, Notes, Loans and Financing Receivable | December 31, 2020 December 26, 2019 (in thousands) Trade receivables, net of allowances of $1,284 and $762, respectively $ 405 $ 9,327 Other receivables 5,954 20,138 $ 6,359 $ 29,465 |
Schedule of Property, Plant and Equipment | The composition of property and equipment, which is stated at cost, is as follows: December 31, 2020 December 26, 2019 (in thousands) Land and improvements $ 145,671 $ 152,434 Buildings and improvements 759,421 761,511 Leasehold improvements 163,879 164,083 Furniture, fixtures and equipment 374,253 377,404 Finance lease right-of-use assets 75,322 74,357 Construction in progress 3,360 4,043 1,521,906 1,533,832 Less accumulated depreciation and amortization 673,578 610,578 $ 848,328 $ 923,254 |
Schedule of Other Assets | The composition of other assets is as follows: December 31, 2020 December 26, 2019 (in thousands) Split dollar life insurance policies $ 11,411 $ 11,411 Intangible assets 7,297 10,057 Other assets 12,393 12,468 $ 31,101 $ 33,936 |
Long-Term Debt and Short-Term_2
Long-Term Debt and Short-Term Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Long-Term Debt and Short-Term Borrowings | |
Schedule of Long-term Debt Instruments | Long-term debt is summarized as follows: December 31,2020 December 26, 2019 (in thousands, except payment data) Mortgage notes $ 24,482 $ 24,571 Senior notes 100,000 109,000 Unsecured term note due February 2025, with monthly principal and interest payments of $39,110, bearing interest at 5.75% 1,735 2,093 Convertible senior notes 100,050 — Payroll Protection Program loans 3,424 — Revolving credit agreement — 81,000 Debt issuance costs (3,684) (322) 226,007 216,342 Less current maturities, net of issuance costs 10,548 9,910 Less debt discount 22,423 — $ 193,036 $ 206,432 |
Schedule of Maturities of Long-term Debt | Scheduled annual principal payments on long-term debt, net of amortization of debt issuance costs, for the years subsequent to December 31, 2020, are: Fiscal Year (in thousands) 2021 $ 10,548 2022 10,947 2023 11,006 2024 11,067 2025 124,538 Thereafter 57,901 $ 226,007 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases | |
Schedule of Lease, Cost | Lease Cost Classification Fiscal 2020 Fiscal 2019 (in thousands) Finance lease costs: Amortization of finance lease assets Depreciation and amortization $ 2,851 $ 3,507 Interest on lease liabilities Interest expense 1,048 1,247 $ 3,899 $ 4,754 Operating lease costs: Operating lease costs Rent expense $ 25,821 $ 24,302 Variable lease cost Rent expense 724 1,560 Short-term lease cost Rent expense 321 237 $ 26,866 $ 26,099 |
Schedule of Other Information Related to Leases | Other Information Fiscal 2020 Fisal 2019 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 2,007 $ 2,544 Operating cash flows from finance leases 1,048 1,247 Operating cash flows from operating leases 17,685 25,266 Right of use assets obtained in exchange for new lease obligations: Finance lease liabilities 1,417 1,726 Operating lease liabilities, including from acquisitions 10,957 180,103 December 31, 2020 December 26, 2019 (in thousands) (in thousands) Finance leases: Property and equipment – gross $ 75,322 $ 74,357 Accumulated depreciation and amortization (55,547) (52,869) Property and equipment - net $ 19,775 $ 21,488 |
Schedule of Lease Term and Discount Rate | Lease Term and Discount Rate December 31, 2020 December 26, 2019 Weighted-average remaining lease terms: Finance leases 9 years 10 years Operating leases 15 years 15 years Weighted-average discount rates: Finance leases 4.62% 4.67% Operating leases 4.53% 4.56% |
Schedule of Maturities of Operating and Finance Leases Liabilities | Fiscal Year Operating Leases Finance Leases 2021 $ 30,318 $ 3,722 2022 28,418 3,404 2023 25,313 3,162 2024 25,381 3,056 2025 25,433 2,897 Thereafter 203,089 11,275 Total lease payments 337,952 27,516 Less: amount representing interest (87,788) (4,989) Total lease liabilities $ 250,164 $ 22,527 |
Shareholders' Equity and Shar_2
Shareholders' Equity and Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Shareholders' Equity and Share-Based Compensation | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company estimated the fair value of stock options using the Black-Scholes option pricing model with the following assumptions used for awards granted during fiscal 2020, fiscal 2019 and fiscal 2018: Year Ended Year Ended Year Ended December 31, 2020 December 26, 2019 December 27, 2018 Risk-free interest rate 0.40 – 1.26% 2.50 – 2.60% 2.70 – 2.80% Dividend yield 1.70 – 1.90% 1.70% 2.10% Volatility 27 - 41% 27 – 32% 28 – 33% Expected life 6 – 8 years 6 – 8 years 6 – 8 years |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of the Company’s stock option activity and related information follows: December 31, 2020 December 26, 2019 December 27, 2018 Weighted- Weighted- Weighted- Average Average Average Exercise Exercise Exercise Options Price Options Price Options Price (options in thousands) Outstanding at beginning of period 1,641 $ 25.46 1,450 $ 21.25 1,629 $ 18.08 Granted 728 23.47 329 41.67 336 27.59 Exercised (31) 12.21 (97) 15.60 (478) 14.74 Forfeited (104) 28.06 (41) 30.58 (37) 23.35 Outstanding at end of period 2,234 24.87 1,641 25.46 1,450 21.25 Exercisable at end of period 1,001 $ 20.38 802 $ 18.22 699 $ 15.87 Weighted-average fair value of options granted during the period $ 5.96 $ 11.79 $ 7.87 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | Exercise Price Range $10.00 to $18.35 to $27.01 to $18.34 $27.00 $41.90 (options in thousands) Options outstanding 666 580 988 Weighted-average exercise price of options outstanding $ 13.64 $ 23.21 $ 33.44 Weighted-average remaining contractual life of options outstanding 4.9 5.9 8.1 Options exercisable 423 415 163 Weighted-average exercise price of options exercisable $ 14.17 $ 22.22 $ 31.77 |
Schedule of Nonvested Share Activity | A summary of the Company’s non-vested stock activity and related information follows: December 31, 2020 December 26, 2019 December 27, 2018 Weighted- Weighted- Weighted- Average Average Average Fair Fair Fair Shares Value Shares Value Shares Value (options in thousands) Outstanding at beginning of period 174 $ 29.16 158 $ 18.98 137 $ 21.94 Granted 42 31.43 39 38.24 52 29.02 Vested (69) 26.56 (23) 18.60 (31) 16.41 Forfeited — — — — — — Outstanding at end of period 147 $ 31.02 174 $ 29.16 158 $ 18.98 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Employee Benefit Plans | |
Schedule of Changes in Projected Benefit Obligations | The status of the Company’s unfunded nonqualified, defined-benefit and account-based retirement plan based on the respective December 31, 2020 and December 26, 2019 measurement dates is as follows: December 31, December 26, 2020 2019 (in thousands) Change in benefit obligation: Benefit obligation at beginning of period $ 43,824 $ 35,640 Service cost 1,095 833 Interest cost 1,371 1,485 Actuarial loss 3,806 7,317 Benefits paid (1,492) (1,451) Benefit obligation at end of year $ 48,604 $ 43,824 Amounts recognized in the statement of financial position consist of: Current accrued benefit liability (included in Other accrued liabilities) $ (1,401) $ (1,400) Noncurrent accrued benefit liability (included in Other long-term obligations) (47,203) (42,424) Total $ (48,604) $ (43,824) Amounts recognized in accumulated other comprehensive loss consist of: Net actuarial loss $ 19,125 $ 16,373 Prior service credit (387) (451) Total $ 18,738 $ 15,922 |
Schedule of Net Periodic Pension Cost | Year Ended December 31, December 26, December 27, 2020 2019 2018 (in thousands) Net periodic pension cost: Service cost $ 1,095 $ 833 $ 926 Interest cost 1,371 1,485 1,364 Net amortization of prior service cost and actuarial loss 990 436 621 $ 3,456 $ 2,754 $ 2,911 |
Schedule of pre-tax change in the benefit obligation | The pre-tax change in the benefit obligation recognized in other comprehensive loss was as follows: Year Ended December 31, 2020 December 26, 2019 (in thousands) Net actuarial loss $ 3,806 7,317 Amortization of the net actuarial loss (1,055) (499) Amortization of the prior year service credit 64 63 Total $ 2,815 6,881 |
Schedule of Assumptions Used | The weighted-average assumptions used to determine the benefit obligations as of the measurement dates were as follows: December 31, 2020 December 26, 2019 Discount rate 2.45 % 3.10 % Rate of compensation increase 4.00 % 4.00 % The weighted-average assumptions used to determine net periodic benefit cost were as follows: Year Ended December 31, December 26, December 27, 2020 2019 2018 Discount rate 3.10 % 4.15 % 3.60 % Rate of compensation increase 4.00 % 4.00 % 4.00 % |
Schedule of Expected Benefit Payments | Benefit payments expected to be paid subsequent to December 31, 2020, are: Fiscal Year (in thousands) 2021 $ 1,401 2022 1,716 2023 1,519 2024 1,777 2025 2,177 Years 2026 – 2030 12,273 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of Deferred Tax Assets and Liabilities | The components of the net deferred tax liability are as follows: December 31, 2020 December 26, 2019 (in thousands) Accrued employee benefits $ 16,685 $ 15,145 Depreciation and amortization (82,964) (69,100) Operating lease assets (58,704) (62,339) Operating lease liabilities 64,055 62,750 Net operating loss and tax credit carryforwards 21,526 — Other 5,973 5,282 Net deferred tax liability $ (33,429) $ (48,262) |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense consists of the following: Year Ended December 31, December 26, December 27, 2020 2019 2018 (in thousands) Current: Federal $ (32,626) $ 1,187 $ 7,022 State 526 2,041 3,181 Deferred: Federal (24,751) 9,228 2,815 State (14,085) (136) 109 $ (70,936) $ 12,320 $ 13,127 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal tax rate to the effective tax rate on earnings attributable to The Marcus Corporation follows: Year Ended December 31, December 26, December 27, 2020 2019 2018 Statutory federal tax rate 21.0 % 21.0 % 21.0 % Tax benefit from Tax Cuts and Jobs Act of 2017 — — (2.9) Tax benefit from CARES Act and accounting method changes 10.3 — — State income taxes, net of federal income tax benefit 5.0 5.5 6.1 Tax credits, net of federal income tax benefit 0.2 (2.7) (1.1) Other (0.3) (1.1) (3.4) 36.2 % 22.7 % 19.7 % |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending gross amounts of unrecognized tax benefit are as follows: Year Ended December 31, December 26, December 27, 2020 2019 2018 (in thousands) Balance at beginning of year $ — $ — $ 102 Increases due to: Tax positions taken in prior years — — — Tax positions taken in current year — — — Decreases due to: Tax positions taken in prior years — — — Settlements with taxing authorities — — (102) Lapse of applicable statute of limitations — — — Balance at end of year $ — $ — $ — |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Segment Information | |
Schedule of Segment Reporting Information, by Segment | Following is a summary of business segment information for fiscal 2020, fiscal 2019 and fiscal 2018: Hotels/ Corporate Theatres Resorts Items Total (in thousands) Fiscal 2020 Revenues $ 132,624 $ 104,638 $ 426 $ 237,688 Operating loss (121,429) (43,885) (13,108) (178,422) Depreciation and amortization 53,460 21,096 496 75,052 Assets 871,655 309,320 73,203 1,254,178 Capital expenditures and acquisitions 15,828 4,669 866 21,363 Fiscal 2019 Revenues $ 557,080 $ 263,350 $ 433 $ 820,863 Operating income (loss) 76,903 10,050 (18,762) 68,191 Depreciation and amortization 51,202 20,430 645 72,277 Assets 953,299 337,206 68,681 1,359,186 Capital expenditures and acquisitions 61,604 31,783 780 94,167 Fiscal 2018 Revenues $ 446,804 $ 259,892 $ 424 $ 707,120 Operating income (loss) 88,790 12,480 (18,081) 83,189 Depreciation and amortization 38,760 22,229 353 61,342 Assets 624,512 306,162 58,657 989,331 Capital expenditures and acquisitions 43,568 14,931 161 58,660 Corporate items include amounts not allocable to the business segments. Corporate revenues consist principally of rent and the corporate operating loss includes general corporate expenses. Corporate information technology costs and accounting shared services costs are allocated to the business segments based upon several factors, including actual usage and segment revenues. Corporate assets primarily include cash and cash equivalents, furniture, fixtures and equipment, investments and land held for development. |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Depreciation and Amortization of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Land improvements | Minimum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Land improvements | Maximum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Buildings and improvements | Minimum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 12 years |
Buildings and improvements | Maximum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 39 years |
Leasehold improvements | Minimum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold improvements | Maximum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 40 years |
Furniture, fixtures and equipment | Minimum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture, fixtures and equipment | Maximum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Finance lease right-of-use assets | Minimum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 4 years |
Finance lease right-of-use assets | Maximum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Goodwill activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
General | |||
Goodwill, Beginning Balance | $ 75,282 | $ 43,170 | $ 43,492 |
Acquisition | 0 | 32,205 | 0 |
Sale | 0 | 0 | 0 |
Deferred tax adjustment | (94) | (93) | (322) |
Goodwill, Ending Balance | $ 75,188 | $ 75,282 | $ 43,170 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Reconciliation of weighted-average basic and diluted shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
Numerator: | |||
Net earnings (loss) attributable to The Marcus Corporation | $ (124,843) | $ 42,017 | $ 53,391 |
Denominator: | |||
Denominator for basic EPS | 31,042 | 30,656 | 28,105 |
Effect of dilutive employee stock options | 496 | 608 | |
Denominator for diluted EPS | 31,042 | 31,152 | 28,713 |
Common Stock [Member] | |||
Net earnings (loss) per share - basic: | |||
Common Stock | $ (4.13) | $ 1.44 | $ 1.96 |
Net earnings (loss) per share - diluted: | |||
Common Stock | (4.13) | 1.35 | 1.86 |
Class B Common Stock [Member] | |||
Net earnings (loss) per share - basic: | |||
Common Stock | (3.74) | 1.25 | 1.75 |
Net earnings (loss) per share - diluted: | |||
Common Stock | $ (3.74) | $ 1.24 | $ 1.72 |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Accumulated other comprehensive loss (Details) - USD ($) | Dec. 31, 2020 | Dec. 26, 2019 |
General | ||
Unrecognized loss on interest rate swap agreements | $ (1,086,000) | $ (882,000) |
Net unrecognized actuarial loss for pension obligation | (13,847,000) | (11,766,000) |
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (14,933,000) | $ (12,648,000) |
Description of Business and S_8
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | Dec. 29, 2017 | Dec. 28, 2017 | |
Summary of Significant Accounting Policies [Line Items] | |||||
Depreciation | $ 75,067,000 | $ 72,244,000 | $ 61,470,000 | ||
Percentage Of Cash Dividends | 110.00% | ||||
Senior notes | $ 100,000,000 | 109,000,000 | |||
Inventory, Net | 3,434,000 | 5,673,000 | |||
Interest Costs Capitalized | 48,000 | 53,000 | 65,000 | ||
Amortization of Debt Issuance Costs | $ 2,235,000 | $ 285,000 | $ 287,000 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,706,000 | 324,000 | 16,000 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 498,723,000 | $ 621,458,000 | $ 490,119,000 | $ 442,556,000 | $ 445,124,000 |
Senior Notes | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Senior notes | 100,000,000 | ||||
Convertible Senior Notes due 2025 | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Senior notes | $ 100,050,000 | ||||
Common Stock [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 76,000 | ||||
Retained Earnings [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 331,897,000 | 461,884,000 | 439,178,000 | 402,201,000 | 403,206,000 |
Accumulated Other Comprehensive Income (Loss) [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (14,933,000) | $ (12,648,000) | $ (6,758,000) | $ (8,988,000) | $ (7,425,000) |
Minimum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | $ 16.32 | $ 38.51 | $ 38.51 | ||
Maximum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | $ 41.90 | $ 41.90 | $ 41.35 | ||
Corporate Joint Venture One [Member] | Minimum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Ownership Interest In Joint Ventures | 50.00% | ||||
Corporate Joint Venture Two [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Ownership Interest In Joint Ventures | 50.00% | ||||
Fair Value, Inputs, Level 1 [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Trading Securities, Fair Value Disclosure | $ 1,415,000 | $ 5,825,000 | |||
Fair Value, Inputs, Level 2 [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Senior notes | 99,990,000 | ||||
Interest Rate Fair Value Hedge Liability at Fair Value | 1,470,000 | $ 1,194,000 | |||
Fair Value, Inputs, Level 2 [Member] | Convertible Senior Notes due 2025 | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Senior notes | $ 144,712,000 |
Description of Business and S_9
Description of Business and Summary of Significant Accounting Policies - Cumulative effect adjustment (Details) - USD ($) $ in Thousands | Jan. 01, 2021 | Dec. 31, 2020 | Dec. 26, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Long-term debt | $ 193,036 | $ 206,432 | |
Deferred income taxes | 33,429 | 48,262 | |
Capital in excess of par | 153,529 | 145,549 | |
Retained earnings | $ 331,897 | $ 461,884 | |
Change in accounting principle accounting standards updated early adoption | true | ||
ASU 2020-06 | Cumulative effect period of adoption adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Long-term debt | $ 21,393 | ||
Deferred income taxes | (5,584) | ||
Capital in excess of par | (16,511) | ||
Retained earnings | 702 | ||
ASU 2020-06 | Cumulative effect period of adoption adjusted balance | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Long-term debt | 214,429 | ||
Deferred income taxes | 27,845 | ||
Capital in excess of par | 137,018 | ||
Retained earnings | $ 332,599 |
Impact of COVID-19 Pandemic (De
Impact of COVID-19 Pandemic (Details) | Apr. 01, 2021USD ($) | Mar. 05, 2021 | Dec. 31, 2020USD ($)item | Oct. 31, 2020 | Aug. 28, 2020 | Dec. 31, 2020USD ($)item | Dec. 31, 2020USD ($)itemsubsidiary | Jun. 30, 2020item | Mar. 24, 2020item |
Number of theatre opened | item | 6 | ||||||||
Number of parking lot cinemas | item | 5 | ||||||||
Number of hotels and resorts closed | item | 5 | ||||||||
Number of hotels and resorts owned | item | 8 | 8 | 8 | ||||||
Number of hotels re-opened | item | 4 | ||||||||
Temporary reduction in salary of Company's chairman, president and chief executive officer (as a percent) | 50.00% | ||||||||
Number of theatres proposed to re-open | 52.00% | 66.00% | 80.00% | ||||||
Grants receivable | $ | $ 4,913,000 | $ 4,913,000 | $ 4,913,000 | ||||||
Subsequent Event [Member] | |||||||||
Number of theatres proposed to re-open | 69.00% | ||||||||
Payroll Protection Program loans | |||||||||
Number of subsidiaries who received loan | subsidiary | 11 | ||||||||
Government assistance CARES Act | |||||||||
Grants awarded to company's theatres | $ | $ 5,767,000 | ||||||||
Number of states grants awarded to company's theatres | item | 7 | ||||||||
Grants awarded to company's hotels | $ | $ 1,188,000 | ||||||||
Number of states grants awarded to company's hotels | item | 2 | ||||||||
Grants reported as an offset to other operating expenses | $ | $ 6,955,000 | ||||||||
Grants received | $ | $ 2,042,000 | ||||||||
Grants receivable | $ | $ 4,913,000 | ||||||||
Government assistance CARES Act | Subsequent Event [Member] | |||||||||
Additional grants awarded from another states | $ | $ 1,300,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |||
Revenue Recognition | |||||
Cost reimbursements | $ 17,202,000 | $ 37,158,000 | $ 34,285,000 | ||
Total revenues | 237,688,000 | 820,863,000 | 707,120,000 | ||
Theatre admissions [Member] | |||||
Revenue Recognition | |||||
Revenue from Contract with Customer, Including Assessed Tax | 64,825,000 | 284,141,000 | 246,385,000 | ||
Rooms [Member] | |||||
Revenue Recognition | |||||
Revenue from Contract with Customer, Including Assessed Tax | 35,386,000 | 105,857,000 | 108,786,000 | ||
Theatre concessions [Member] | |||||
Revenue Recognition | |||||
Revenue from Contract with Customer, Including Assessed Tax | 56,711,000 | 231,237,000 | 166,564,000 | ||
Food and beverage [Member] | |||||
Revenue Recognition | |||||
Revenue from Contract with Customer, Including Assessed Tax | 24,822,000 | 74,665,000 | 72,771,000 | ||
Other revenues [Member] | |||||
Revenue Recognition | |||||
Revenue from Contract with Customer, Including Assessed Tax | 38,742,000 | [1] | 87,805,000 | [1] | 78,329,000 |
Theatres Segment [Member] | |||||
Revenue Recognition | |||||
Cost reimbursements | 324,000 | 877,000 | 1,292,000 | ||
Total revenues | 132,624,000 | 557,080,000 | 446,804,000 | ||
Theatres Segment [Member] | Theatre admissions [Member] | |||||
Revenue Recognition | |||||
Revenue from Contract with Customer, Including Assessed Tax | 64,825,000 | 284,141,000 | 246,385,000 | ||
Theatres Segment [Member] | Theatre concessions [Member] | |||||
Revenue Recognition | |||||
Revenue from Contract with Customer, Including Assessed Tax | 56,711,000 | 231,237,000 | 166,564,000 | ||
Theatres Segment [Member] | Other revenues [Member] | |||||
Revenue Recognition | |||||
Revenue from Contract with Customer, Including Assessed Tax | 10,764,000 | [1] | 40,825,000 | [1] | 32,563,000 |
Hotels or Resorts [Member] | |||||
Revenue Recognition | |||||
Cost reimbursements | 16,878,000 | 36,281,000 | 32,993,000 | ||
Total revenues | 104,638,000 | 263,350,000 | 259,892,000 | ||
Hotels or Resorts [Member] | Rooms [Member] | |||||
Revenue Recognition | |||||
Revenue from Contract with Customer, Including Assessed Tax | 35,386,000 | 105,857,000 | 108,786,000 | ||
Hotels or Resorts [Member] | Food and beverage [Member] | |||||
Revenue Recognition | |||||
Revenue from Contract with Customer, Including Assessed Tax | 24,822,000 | 74,665,000 | 72,771,000 | ||
Hotels or Resorts [Member] | Other revenues [Member] | |||||
Revenue Recognition | |||||
Revenue from Contract with Customer, Including Assessed Tax | 27,552,000 | [1] | 46,547,000 | [1] | 45,342,000 |
Corporate Segment [Member] | |||||
Revenue Recognition | |||||
Total revenues | 426,000 | 433,000 | 424,000 | ||
Corporate Segment [Member] | Other revenues [Member] | |||||
Revenue Recognition | |||||
Revenue from Contract with Customer, Including Assessed Tax | $ 426,000 | [1] | $ 433,000 | [1] | $ 424,000 |
[1] | Included in other revenues is an immaterial amount related to rental income that is not considered contract revenue from contracts with customers under ASU No. 2014-09. |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Deferred Revenue | $ 37,307,000 | $ 43,200,000 | $ 37,048,000 |
Deferred Revenue, Revenue Recognized | 13,579,000 | $ 22,266,000 | |
Advanced Sale Of Tickets [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Remaining Performance Obligation, Amount | $ 4,629,000 | ||
Redeemed Revenue From Advanced Tickets Sales Occurred | 2 years | ||
Hotels or Resorts [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Remaining Performance Obligation Related to Hotels Gift Cards | $ 3,042,000 | ||
Expected Period For Revenue From Non-Redeemed Gift Cards | 2 years |
Impairment Charges - Additional
Impairment Charges - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 26, 2019 | |
Impairment Charge [Line Items] | ||
Impaired Asset Fair Value | $ 33,313,000 | $ 808,000 |
Trade Names [Member] | ||
Impairment Charge [Line Items] | ||
Impaired Asset Fair Value | $ 6,900,000 | |
Royalty rate (as a percent) | 1.00% | |
Discount rate (as a percent) | 17.00% | |
Fair Value, Inputs, Level 3 [Member] | ||
Impairment Charge [Line Items] | ||
Impairment of Fixed Assets | $ 22,076,000 | $ 1,874,000 |
Fair Value, Inputs, Level 3 [Member] | Trade Names [Member] | ||
Impairment Charge [Line Items] | ||
Impairment charge | $ 2,600,000 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 26, 2019 | Feb. 01, 2019 | Dec. 27, 2018 | Dec. 28, 2017 | ||
Acquisition | |||||||
Other current assets | $ 4,855 | ||||||
Property and equipment | [1] | 95,021 | |||||
Operating lease right-of-use-assets | 160,567 | ||||||
Deferred tax asset | 753 | ||||||
Other (long-term assets) | [2] | 9,710 | |||||
Goodwill | $ 75,188 | $ 75,282 | 32,205 | [3] | $ 43,170 | $ 43,492 | |
Taxes other than income taxes | (206) | ||||||
Other accrued liabilities | (3,322) | ||||||
Operating lease obligations | (160,273) | ||||||
Total | $ 139,310 | ||||||
[1] | Amounts recorded for property and equipment include land, building, leasehold improvements and equipment. | ||||||
[2] | Amounts recorded primarily relate to a trade name intangible asset of $9,500,000 which the Company has determined to have an indefinite life. | ||||||
[3] | Amounts recorded for goodwill are expected to be deductible for tax purposes. |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - USD ($) | Feb. 01, 2019 | Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 |
Business Acquisition [Line Items] | ||||
Business Acquisition, Trade name intangible asset | $ 6,900,000 | $ 9,500,000 | ||
VSSSouthern Theatres LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Total Purchase Consideration | $ 139,310,000 | |||
Cash Consideration | $ 30,000,000 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,450,000 | |||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 109,197,000 | |||
Operating lease, discount rate | 14.00% | |||
Tradename intangible asset, royalty rate | 1.00% | |||
Tradename intangible asset, discount rate | 17.00% | |||
Business Acquisition Revenue Reported By Acquired Entity | 125,839,000 | |||
Business Acquisition, Transaction Costs | 1,283,000 | $ 1,507,000 | ||
Business Acquisition, Pro Forma Revenue | $ 832,349,000 | $ 845,662,000 |
Additional Balance Sheet Info_3
Additional Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 26, 2019 |
Additional Balance Sheet Information | ||
Trade receivables, net of allowances of $762 and $361, respectively | $ 405 | $ 9,327 |
Other receivables | 5,954 | 20,138 |
Accounts, Notes, Loans and Financing Receivable, Net, Current, Total | $ 6,359 | $ 29,465 |
Additional Balance Sheet Info_4
Additional Balance Sheet Information - Composition of property and equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 26, 2019 |
Property, Plant and Equipment, Gross | $ 1,521,906 | $ 1,533,832 |
Less accumulated depreciation and amortization | 673,578 | 610,578 |
Net property and equipment | 848,328 | 923,254 |
Land improvements | ||
Property, Plant and Equipment, Gross | 145,671 | 152,434 |
Buildings and improvements | ||
Property, Plant and Equipment, Gross | 759,421 | 761,511 |
Leasehold improvements | ||
Property, Plant and Equipment, Gross | 163,879 | 164,083 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment, Gross | 374,253 | 377,404 |
Finance lease right-of-use assets | ||
Property, Plant and Equipment, Gross | 75,322 | 74,357 |
Construction in progress | ||
Property, Plant and Equipment, Gross | $ 3,360 | $ 4,043 |
Additional Balance Sheet Info_5
Additional Balance Sheet Information - Composition of other assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 26, 2019 | |
Additional Balance Sheet Information | ||
Split dollar life insurance policies | $ 11,411,000 | $ 11,411,000 |
Intangible assets | 7,297,000 | 10,057,000 |
Other assets | 12,393,000 | 12,468,000 |
Other Assets, Noncurrent, Total | 31,101,000 | 33,936,000 |
Business Acquisition, Tradename Intangible Assets | $ 6,900,000 | $ 9,500,000 |
Additional Balance Sheet Info_6
Additional Balance Sheet Information - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 26, 2019 |
Additional Balance Sheet Information | ||
Allowance for Doubtful Accounts Receivable | $ 1,284 | $ 762 |
Long-Term Debt and Short-Term_3
Long-Term Debt and Short-Term Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 26, 2019 |
Long-Term Debt and Short-Term Borrowings | ||
Mortgage notes | $ 24,482 | $ 24,571 |
Senior notes | 100,000 | 109,000 |
Unsecured term note due February 2025, with monthly principal and interest payments of $39,110, bearing interest at 5.75% | 1,735 | 2,093 |
Convertible senior notes | 100,050 | |
Payroll Protection Program loans | 3,424 | |
Revolving credit agreement | 81,000 | |
Debt issuance costs | (3,684) | (322) |
Long-term Debt, Total | 226,007 | 216,342 |
Less current maturities, net of issuance costs | 10,548 | 9,910 |
Less debt discount | 22,423 | |
Long-term Debt, Excluding Current Maturities, Total | $ 193,036 | $ 206,432 |
Long-Term Debt and Short-Term_4
Long-Term Debt and Short-Term Borrowings - Annual principal payments on long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 26, 2019 |
Long-Term Debt and Short-Term Borrowings | ||
2021 | $ 10,548 | |
2022 | 10,947 | |
2023 | 11,006 | |
2024 | 11,067 | |
2025 | 124,538 | |
Thereafter | 57,901 | |
Long-term Debt | $ 226,007 | $ 216,342 |
Long-Term Debt and Short-Term_5
Long-Term Debt and Short-Term Borrowings - Additional Information (Details) | Sep. 29, 2022 | Jun. 30, 2022USD ($) | Mar. 31, 2022USD ($) | Dec. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 22, 2020 | Sep. 21, 2020 | Apr. 29, 2020USD ($) | Dec. 31, 2020USD ($)agreementsubsidiary | Dec. 26, 2019USD ($) | Dec. 27, 2018USD ($) | Jul. 01, 2021USD ($) | Apr. 01, 2021USD ($) | Sep. 24, 2020USD ($) | Jan. 09, 2020USD ($) | Mar. 01, 2018USD ($) |
Principal and interest payments | $ 39,110,000 | $ 39,110,000 | $ 39,110,000 | ||||||||||||||
Interest Rate of Unsecured Term Note | 5.75% | 5.75% | |||||||||||||||
Maximum limit of cash on hand for not paying the revolving loans | $ 75,000,000 | 75,000,000 | |||||||||||||||
Asset sale proceeds to the term loan | 2,955,000 | $ 0 | $ 0 | ||||||||||||||
Senior notes | 100,000,000 | 100,000,000 | 109,000,000 | ||||||||||||||
Derivative, Amount of Hedged Item | $ 50,000,000 | ||||||||||||||||
Minimum amount of reduction in liquidity for covenant | 50,000,000 | 50,000,000 | |||||||||||||||
Covenant regarding the capital expenditure | $ 50,000,000 | 22,500,000 | |||||||||||||||
Percentage of fee payable to each note holder | 0.975% | 0.725% | |||||||||||||||
Percentage of fee payable to each note holder quarterly | 0.24375% | 0.18125% | |||||||||||||||
Interest paid, net of amounts capitalized | 10,885,000 | 10,281,000 | 11,434,000 | ||||||||||||||
Interest Expense | 16,275,000 | 11,791,000 | $ 13,079,000 | ||||||||||||||
Short-term borrowings | 87,194,000 | 87,194,000 | |||||||||||||||
Remaining loan balances | 226,007,000 | 226,007,000 | 216,342,000 | ||||||||||||||
Current maturities of long-term debt (Note 7) | 10,548,000 | 10,548,000 | 9,910,000 | ||||||||||||||
Long-term debt | 193,036,000 | 193,036,000 | 206,432,000 | ||||||||||||||
Debt issuance costs | $ 3,684,000 | $ 3,684,000 | $ 322,000 | ||||||||||||||
Term Loan A | |||||||||||||||||
Interest rate (as a percent) | 3.75% | 3.75% | |||||||||||||||
Short-term borrowings | $ 90,800,000 | ||||||||||||||||
Debt issuance costs | $ 651,000 | $ 651,000 | |||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Covenant for EBITDA | $ 60,000,000 | $ 35,000,000 | $ 20,000,000 | $ 0 | |||||||||||||
Term Loan A | |||||||||||||||||
Face amount | $ 90,800,000 | ||||||||||||||||
Pre-payment of outstanding borrowings | $ 2,955,000 | ||||||||||||||||
Term of debt | 364 days | ||||||||||||||||
Term Loan A | LIBOR | |||||||||||||||||
Specified margin (as a percent) | 2.75% | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||||||||||||||
Term Loan A | ABR | |||||||||||||||||
Specified margin (as a percent) | 1.75% | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||||||||||||
Note Purchase Agreement | |||||||||||||||||
Senior notes | $ 100,000,000 | $ 100,000,000 | |||||||||||||||
Number of Agreements | agreement | 2 | ||||||||||||||||
Payroll Protection Program loans | |||||||||||||||||
Interest rate (as a percent) | 1.00% | 1.00% | |||||||||||||||
Number of subsidiaries who received loan | subsidiary | 11 | ||||||||||||||||
Proceeds received from PPP loans expected to be repaid | $ 13,459,000 | ||||||||||||||||
Cumulative loan proceeds used to pay qualified expenses | 10,035,000 | ||||||||||||||||
Loan proceeds used to cover eligible employee payroll costs | 9,094,000 | ||||||||||||||||
Loan proceeds used to offset rent expense, utility costs and mortgage interest expense | 941,000 | ||||||||||||||||
Remaining loan balances | $ 3,424,000 | 3,424,000 | |||||||||||||||
Current maturities of long-term debt (Note 7) | 503,000 | 503,000 | |||||||||||||||
Long-term debt | $ 2,921,000 | $ 2,921,000 | |||||||||||||||
Senior Notes | |||||||||||||||||
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 4.17% | 4.17% | 4.37% | ||||||||||||||
Senior notes | $ 100,000,000 | $ 100,000,000 | |||||||||||||||
Minimum [Member] | Note Purchase Agreement | |||||||||||||||||
Interest rate (as a percent) | 4.02% | 4.02% | |||||||||||||||
Maximum [Member] | Note Purchase Agreement | |||||||||||||||||
Interest rate (as a percent) | 4.32% | 4.32% | |||||||||||||||
Credit Agreement [Member] | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 225,000,000 | ||||||||||||||||
Interest rate description | (i) LIBOR, subject to a 1% floor, plus a specified margin based upon the Company's consolidated debt to capitalization ratio as of the most recent determination date; or (ii) the base rate (which is the highest of (a) the prime rate, (b) the greater of the federal funds rate and the overnight bank funding rate plus 0.50% or (c) the sum of 1% plus one-month LIBOR), subject to a 1% floor, plus a specified margin based upon the Company's consolidated debt to capitalization ratio as of the most recent determination date | ||||||||||||||||
Facility fee (as a percent) | 0.40% | ||||||||||||||||
Priority debt as a percentage of consolidated total capitalization | 20.00% | ||||||||||||||||
Consolidated debt to capitalization ratio | 0.55 to 1.0 | ||||||||||||||||
Interest rate (as a percent) | 1.00% | 1.00% | |||||||||||||||
Covenant for the amount of liquidity | $ 125,000,000 | $ 125,000,000 | $ 125,000,000 | ||||||||||||||
Credit Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||
Consolidated fixed charge coverage ratio | 3.0 to 1.0 | ||||||||||||||||
Covenant for the amount of liquidity | $ 50,000,000 | $ 100,000,000 | $ 100,000,000 | ||||||||||||||
Credit Agreement [Member] | Minimum [Member] | |||||||||||||||||
Facility fee (as a percent) | 0.125% | ||||||||||||||||
Credit Agreement [Member] | Maximum [Member] | |||||||||||||||||
Facility fee (as a percent) | 0.25% | ||||||||||||||||
Revolving Credit Facility [Member] | |||||||||||||||||
Face amount | $ 225,000,000 | $ 225,000,000 | |||||||||||||||
Revolving Credit Facility [Member] | LIBOR | |||||||||||||||||
Specified margin (as a percent) | 2.35% | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.35% | ||||||||||||||||
Revolving Credit Facility [Member] | ABR | |||||||||||||||||
Specified margin (as a percent) | 1.35% | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.35% | ||||||||||||||||
Interest Rate Swap [Member] | LIBOR | |||||||||||||||||
Derivative, Variable Interest Rate | 1.875% | 1.875% | |||||||||||||||
Interest Rate Swap Agreements One [Member] | |||||||||||||||||
Derivative, Notional Amount | $ 25,000,000 | $ 25,000,000 | |||||||||||||||
Derivative, Fixed Interest Rate | 2.559% | 2.559% | |||||||||||||||
Interest Rate Swap Agreements Two [Member] | |||||||||||||||||
Derivative, Notional Amount | $ 25,000,000 | $ 25,000,000 | |||||||||||||||
Derivative, Fixed Interest Rate | 2.687% | 2.687% | |||||||||||||||
Interest Rate Fair Value Hedge Liability at Fair Value | $ 1,470,000 | $ 1,470,000 | $ 1,194,000 | ||||||||||||||
Interest Rate Swap Agreements Two [Member] | Accrued Liabilities [Member] | |||||||||||||||||
Interest Rate Fair Value Hedge Liability at Fair Value | 100,000 | 100,000 | |||||||||||||||
Interest Rate Swap Agreements Two [Member] | Other long-term obligations [Member] | |||||||||||||||||
Interest Rate Fair Value Hedge Liability at Fair Value | $ 1,370,000 | $ 1,370,000 | |||||||||||||||
Mortgage Notes [Member] | |||||||||||||||||
Debt, Weighted Average Interest Rate | 4.27% | 4.27% | 4.27% | ||||||||||||||
Mortgage Notes [Member] | Minimum [Member] | |||||||||||||||||
Interest Rate of Unsecured Term Note | 3.00% | ||||||||||||||||
Mortgage Notes [Member] | Maximum [Member] | |||||||||||||||||
Interest Rate of Unsecured Term Note | 5.03% |
Long-Term Debt and Short-Term_6
Long-Term Debt and Short-Term Borrowings - Additional Informations (Details) | Sep. 17, 2020USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 26, 2019USD ($) | Dec. 27, 2018USD ($) | Sep. 22, 2020 |
Debt Instrument [Line Items] | |||||
Capped call transactions | $ 16,908,000 | $ 0 | $ 0 | ||
Threshold percentage of conversion price on each applicable trading day | 130.00% | ||||
Initial conversion premium | 100.00% | ||||
Last reported sale price | $ / shares | $ 8.99 | ||||
Cap price of capped call transactions | $ / shares | 17.98 | ||||
Strike price of capped call transactions | $ / shares | $ 11.0128 | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 225,000,000 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | 220,000,000 | ||||
Convertible Senior Notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Net proceeds from the sale of the Convertible Notes | $ 95,421,000 | ||||
Capped call transactions | 16,908,000 | ||||
Amortization of debt discount on convertible notes | $ 1,004,000 | ||||
Effective interest rate | 11.25% | ||||
Equity component of the Convertible Notes included in additional paid-in capital, before tax | $ 23,426,000 | ||||
Equity component of the Convertible Notes included in additional paid-in capital, net of tax and issuance costs | 16,511,000 | ||||
Face amount | $ 100,050,000 | $ 1,000 | |||
Interest rate | 5.00% | 5.00% | |||
Threshold percentage of conversion price on each applicable trading day | 98.00% | ||||
Initial conversion rate | 90.8038 | ||||
Initial conversion price | $ / shares | $ 11.01 | ||||
Initial conversion premium | 22.50% | ||||
Last reported sale price | $ / shares | $ 8.99 | ||||
Purchase price as a percentage of principal amount | 100.00% |
Leases - Total lease cost (Deta
Leases - Total lease cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 26, 2019 | |
Finance lease costs: | ||
Amortization of finance lease assets | $ 2,851 | $ 3,507 |
Interest on lease liabilities | 1,048 | 1,247 |
Total finance lease costs | 3,899 | 4,754 |
Operating lease costs: | ||
Operating lease costs | 25,821 | 24,302 |
Variable lease cost | 724 | 1,560 |
Short-term lease cost | 321 | 237 |
Total operating lease costs | $ 26,866 | $ 26,099 |
Leases - Other Information (Det
Leases - Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Financing cash flows from finance leases | $ 2,007 | $ 2,544 | $ 1,836 |
Operating cash flows from finance leases | 1,048 | 1,247 | |
Operating cash flows from operating leases | 17,685 | 25,266 | |
Right of use assets obtained in exchange for new lease obligations: | |||
Finance lease liabilities | 1,417 | 1,726 | |
Operating lease liabilities, including from acquisitions | $ 10,957 | $ 180,103 |
Leases - Finance leases (Detail
Leases - Finance leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 26, 2019 |
Fixed assets: | ||
Property and equipment - gross | $ 1,521,906 | $ 1,533,832 |
Accumulated depreciation and amortization | (673,578) | (610,578) |
Property and equipment - net | 848,328 | 923,254 |
Finance Leased Assets [Member] | ||
Fixed assets: | ||
Property and equipment - gross | 75,322 | 74,357 |
Accumulated depreciation and amortization | (55,547) | (52,869) |
Property and equipment - net | $ 19,775 | $ 21,488 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Dec. 31, 2020 | Dec. 26, 2019 |
Weighted-average remaining lease terms: | ||
Finance leases | 9 years | 10 years |
Operating leases | 15 years | 15 years |
Weighted-average discount rates: | ||
Finance leases | 4.62% | 4.67% |
Operating leases | 4.53% | 4.56% |
Leases - Maturities of lease li
Leases - Maturities of lease liabilities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases | |
2021 | $ 30,318 |
2022 | 28,418 |
2023 | 25,313 |
2024 | 25,381 |
2025 | 25,433 |
Thereafter | 203,089 |
Total lease payments | 337,952 |
Less: amount representing interest | (87,788) |
Total lease liabilities | 250,164 |
Finance Leases | |
2021 | 3,722 |
2022 | 3,404 |
2023 | 3,162 |
2024 | 3,056 |
2025 | 2,897 |
Thereafter | 11,275 |
Total minimum lease payments | 27,516 |
Less: amount representing interest | (4,989) |
Total lease liabilities | $ 22,527 |
Leases - Additional Information
Leases - Additional Information (Details) | Dec. 31, 2020USD ($) |
Deferred rent payments under operating lease | $ 6,609,000 |
Long-term operating lease obligations | |
Deferred rent payments under operating lease | $ 1,158,000 |
Minimum [Member] | |
Lease terms (in years) | 1 year |
Maximum [Member] | |
Lease terms (in years) | 45 years |
Shareholders' Equity and Shar_3
Shareholders' Equity and Share-Based Compensation (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 1.70% | 2.10% | |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.26% | 2.60% | 2.80% |
Dividend yield | 1.90% | ||
Volatility | 41.00% | 32.00% | 33.00% |
Expected life | 8 years | 8 years | 8 years |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.40% | 2.50% | 2.70% |
Dividend yield | 1.70% | ||
Volatility | 27.00% | 27.00% | 28.00% |
Expected life | 6 years | 6 years | 6 years |
Shareholders' Equity and Shar_4
Shareholders' Equity and Share-Based Compensation - Stock option activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | |||
Outstanding at beginning of period | 1,641 | 1,450 | 1,629 |
Granted | 728 | 329 | 336 |
Exercised | (31) | (97) | (478) |
Forfeited | (104) | (41) | (37) |
Outstanding at end of period | 2,234 | 1,641 | 1,450 |
Exercisable at end of period | 1,001 | 802 | 699 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | |||
Outstanding at beginning of period | $ 25.46 | $ 21.25 | $ 18.08 |
Granted | 23.47 | 41.67 | 27.59 |
Exercised | 12.21 | 15.60 | 14.74 |
Forfeited | 28.06 | 30.58 | 23.35 |
Outstanding at end of period | 24.87 | 25.46 | 21.25 |
Exercisable at end of period | 20.38 | 18.22 | 15.87 |
Weighted-average fair value of options granted during the period | $ 5.96 | $ 11.79 | $ 7.87 |
Shareholders' Equity and Shar_5
Shareholders' Equity and Share-Based Compensation - Options (Details) - $ / shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | Dec. 28, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding | 2,234 | 1,641 | 1,450 | 1,629 |
Weighted-average exercise price of options outstanding | $ 24.87 | $ 25.46 | $ 21.25 | $ 18.08 |
Weighted-average remaining contractual life of options outstanding | 6 years 7 months 6 days | |||
Options exercisable | 1,001 | 802 | 699 | |
Weighted-average exercise price of options exercisable | $ 20.38 | $ 18.22 | $ 15.87 | |
Exercise Price Range 10.00 to 18.34 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding | 666 | |||
Weighted-average exercise price of options outstanding | $ 13.64 | |||
Weighted-average remaining contractual life of options outstanding | 4 years 10 months 24 days | |||
Options exercisable | 423 | |||
Weighted-average exercise price of options exercisable | $ 14.17 | |||
Exercise Price Range 18.35 To 27.00 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding | 580 | |||
Weighted-average exercise price of options outstanding | $ 23.21 | |||
Weighted-average remaining contractual life of options outstanding | 5 years 10 months 24 days | |||
Options exercisable | 415 | |||
Weighted-average exercise price of options exercisable | $ 22.22 | |||
Exercise Price Range 27.01 To 41.90 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding | 988 | |||
Weighted-average exercise price of options outstanding | $ 33.44 | |||
Weighted-average remaining contractual life of options outstanding | 8 years 1 month 6 days | |||
Options exercisable | 163 | |||
Weighted-average exercise price of options exercisable | $ 31.77 |
Shareholders' Equity and Shar_6
Shareholders' Equity and Share-Based Compensation - Non-vested stock activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
Shareholders' Equity and Share-Based Compensation | |||
Shares, Outstanding at beginning of year | 174 | 158 | 137 |
Shares, Granted | 42 | 39 | 52 |
Shares, Vested | (69) | (23) | (31) |
Shares, Forfeited | 0 | ||
Shares, Outstanding at end of year | 147 | 174 | 158 |
Weighted- Average Fair Value, Outstanding at beginning of year | $ 29.16 | $ 18.98 | $ 21.94 |
Weighted- Average Fair Value, Granted | 31.43 | 38.24 | 29.02 |
Weighted- Average Fair Value, Vested | 26.56 | 18.60 | 16.41 |
Weighted- Average Fair Value, Forfeited | 0 | ||
Weighted- Average Fair Value, Outstanding at end of year | $ 31.02 | $ 29.16 | $ 18.98 |
Shareholders' Equity and Shar_7
Shareholders' Equity and Share-Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Class B Common stock cash dividends (In percentage) | 110.00% | ||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 11,687,500 | ||
Stock Repurchased During Period, Shares | 37,567 | 30,139 | 82,722 |
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 2,718,994 | ||
Share-based Goods and Nonemployee Services Transaction, Shares Approved for Issuance | 4,937,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 750,000 | ||
Share-based compensation arrangement by share-based payment award, additional number of shares approved by board of directors | 2,500,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Available Shares Authorized | 423,893 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 216,247 | ||
Allocated Share-based Compensation Expense | $ 4,385,000 | $ 3,523,000 | $ 2,691,000 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 771,000 | 1,127,000 | 2,617,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 7 months 6 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 3 months 18 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 2,177,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 24.82 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 547,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 559,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | 371,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 107 | $ 2,135,000 | $ 10,373,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 6,357,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Period for Recognition, Stock Options | 2 years 8 months 12 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 2,863,000 | ||
Shares available for grants of additional stock options, non-vested stock | 216,247 | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price for Options Outstanding | $ 10 | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price for Options Outstanding | $ 41.90 | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Period for Recognition, Stock Options | 2 years 4 months 24 days | ||
Option One [Member] | After Two Years [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants in Period Exercisable Percentage | 40.00% | ||
Option One [Member] | After Three Years [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants in Period Exercisable Percentage | 60.00% | ||
Sharebased Compensation Arrangement by Sharebased Payment Award Award Non Vesting Rights Percentage | 25.00% | ||
Option One [Member] | After Four Years [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants in Period Exercisable Percentage | 80.00% | ||
Option One [Member] | After Five Years [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants in Period Exercisable Percentage | 100.00% | ||
Sharebased Compensation Arrangement by Sharebased Payment Award Award Non Vesting Rights Percentage | 50.00% | ||
Option One [Member] | After Ten Years [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Sharebased Compensation Arrangement by Sharebased Payment Award Award Non Vesting Rights Percentage | 75.00% | ||
Option One [Member] | Upon Retirement [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Sharebased Compensation Arrangement by Sharebased Payment Award Award Non Vesting Rights Percentage | 100.00% | ||
Option Two [Member] | After Two Years [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants in Period Exercisable Percentage | 50.00% | ||
Option Two [Member] | After Three Years [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants in Period Exercisable Percentage | 75.00% | ||
Sharebased Compensation Arrangement by Sharebased Payment Award Award Non Vesting Rights Percentage | 50.00% | ||
Option Two [Member] | After Four Years [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants in Period Exercisable Percentage | 100.00% | ||
Option Two [Member] | After Five Years [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Sharebased Compensation Arrangement by Sharebased Payment Award Award Non Vesting Rights Percentage | 100.00% | ||
Option Three [Member] | After Two Years [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Sharebased Compensation Arrangement by Sharebased Payment Award Award Non Vesting Rights Percentage | 50.00% | ||
Option Three [Member] | After Four Years [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Sharebased Compensation Arrangement by Sharebased Payment Award Award Non Vesting Rights Percentage | 100.00% |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 26, 2019 | |
Change in benefit obligation: | ||
Benefit obligation at beginning of period | $ 43,824 | $ 35,640 |
Service cost | 1,095 | 833 |
Interest cost | 1,371 | 1,485 |
Actuarial loss | 3,806 | 7,317 |
Benefits paid | (1,492) | (1,451) |
Benefit obligation at end of year | 48,604 | 43,824 |
Amounts recognized in the statement of financial position consist of: | ||
Current accrued benefit liability (included in Other accrued liabilities) | (1,401) | (1,400) |
Noncurrent accrued benefit liability (included in Other long-term obligations) | (47,203) | (42,424) |
Total | (48,604) | (43,824) |
Amounts recognized in accumulated other comprehensive loss consist of: | ||
Net actuarial loss | 19,125 | 16,373 |
Prior service credit | (387) | (451) |
Total | $ 18,738 | $ 15,922 |
Employee Benefit Plans - Net pe
Employee Benefit Plans - Net periodic pension cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
Net periodic pension cost: | |||
Service cost | $ 1,095 | $ 833 | $ 926 |
Interest cost | 1,371 | 1,485 | 1,364 |
Net amortization of prior service cost and actuarial loss | 990 | 436 | 621 |
Total | $ 3,456 | $ 2,754 | $ 2,911 |
Employee Benefit Plans - pre-ta
Employee Benefit Plans - pre-tax change in the benefit obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 26, 2019 | |
Employee Benefit Plans | ||
Net actuarial loss | $ 3,806 | $ 7,317 |
Amortization of the net actuarial loss | (1,055) | (499) |
Amortization of the prior service credit | 64 | 63 |
Total | $ 2,815 | $ 6,881 |
Employee Benefit Plans - Weight
Employee Benefit Plans - Weighted-average assumptions used to determine net periodic benefit cost (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
Employee Benefit Plans | |||
Discount rate | 3.10% | 4.15% | 3.60% |
Rate of compensation increase | 4.00% | 4.00% | 4.00% |
Employee Benefit Plans - Weig_2
Employee Benefit Plans - Weighted-average assumptions used to determine the benefit obligations (Details) | Dec. 31, 2020 | Dec. 26, 2019 |
Employee Benefit Plans | ||
Discount rate | 2.45% | 3.10% |
Rate of compensation increase | 4.00% | 4.00% |
Employee Benefit Plans - Benefi
Employee Benefit Plans - Benefit payments expected to be paid (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Employee Benefit Plans | |
2021 | $ 1,401 |
2022 | 1,716 |
2023 | 1,519 |
2024 | 1,777 |
2025 | 2,177 |
Years 2026 - 2030 | $ 12,273 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Description Of Defined Contribution Pension And Other Postretirement Plans | The 401(k) plan provides a matching contribution equal to 100% of the first 3% of compensation and 50% of the next 2% of compensation deposited by an employee into the 401(k) plan | ||
Retirement savings plan expense | $ 1,718,000 | $ 2,311,000 | $ 2,206,000 |
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax | 13,847,000 | 11,766,000 | |
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, after Tax | 14,133,000 | 12,100,000 | |
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), after Tax | 387,000 | 451,000 | |
Defined Benefit Plan, Accumulated Benefit Obligation | 43,548,000 | 37,474,000 | |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), after Tax | $ 286,000 | $ 334,000 | |
Common Stock [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Description Of Defined Contribution Pension And Other Postretirement Plans | During fiscal 2020, fiscal 2019 and fiscal 2018, the first 2% of the matching contribution was made with the Company’s common stock. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 26, 2019 |
Noncurrent deferred income tax (liabilities) assets: | ||
Accrued employee benefits | $ 16,685 | $ 15,145 |
Depreciation and amortization | (82,964) | (69,100) |
Operating lease assets | (58,704) | (62,339) |
Operating lease liabilities | 64,055 | 62,750 |
Net operating loss and tax credit carryforwards | 21,526 | |
Other | 5,973 | 5,282 |
Net deferred tax liability | $ (33,429) | $ (48,262) |
Income Taxes - Income tax expen
Income Taxes - Income tax expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
Current: | |||
Federal | $ (32,626) | $ 1,187 | $ 7,022 |
State | 526 | 2,041 | 3,181 |
Deferred: | |||
Federal | (24,751) | 9,228 | 2,815 |
State | (14,085) | (136) | 109 |
Income Tax Expense (Benefit), Total | $ (70,936) | $ 12,320 | $ 13,127 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the federal statutory tax rate (Details) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | Dec. 28, 2017 | |
Effective Income Tax Rate Reconciliation, Percent | ||||
Statutory federal tax rate | 21.00% | 21.00% | 21.00% | 35.00% |
Tax benefit from Tax Cuts and Jobs Act of 2017 | 0.00% | 0.00% | (2.90%) | |
Tax benefit from CARES Act and accounting method changes | 10.30% | |||
State income taxes, net of federal income tax benefit | 5.00% | 5.50% | 6.10% | |
Tax credits, net of federal income tax benefit | 0.20% | (2.70%) | (1.10%) | |
Other | (0.30%) | (1.10%) | (3.40%) | |
Reconciliation, Total | 36.20% | 22.70% | 19.70% |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of the unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
Income Taxes | |||
Balance at beginning of year | $ 0 | $ 0 | $ 102 |
Increases due to: | |||
Tax positions taken in prior years | 0 | 0 | 0 |
Tax positions taken in current year | 0 | 0 | 0 |
Decreases due to: | |||
Tax positions taken in prior years | 0 | 0 | 0 |
Settlements with taxing authorities | 0 | 0 | (102) |
Lapse of applicable statute of limitations | 0 | 0 | 0 |
Balance at end of year | $ 0 | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | Dec. 28, 2017 | Dec. 30, 2021 | Dec. 24, 2020 | |
Income Taxes [Line Items] | |||||||
Effective Income Tax Rate, Adjusted For Losses From Noncontrolling Interests | 36.20% | 22.70% | 19.70% | ||||
Statutory federal income tax rate (as a percent) | 21.00% | 21.00% | 21.00% | 35.00% | |||
Income tax refund claims | $ 37,400,000 | ||||||
Requested tax refunds received | 31,500,000 | ||||||
Remaining tax refunds received | $ 5,900,000 | ||||||
Proceeds From Income Tax Paid Refunds | (33,275,000) | $ 3,062,000 | $ (218,000) | ||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | 0 | $ 0 | ||||
Income Tax Examination Interest Income | 296,000 | $ 1,000 | 68,000 | ||||
Net income taxes refunded related to net operating loss under CARES Act | 31,500,000 | ||||||
Net operating loss and tax credit carry forwards | 21,526,000 | ||||||
Current tax benefit | 11,976,000 | $ 1,947,000 | |||||
Deferred tax benefit | $ 8,095,000 | ||||||
Effective Income Tax Rate Excluding Tax Credit | 26.00% | 22.70% | |||||
Federal | |||||||
Income Taxes [Line Items] | |||||||
Operating Loss Carryforwards | $ 28,691,000 | ||||||
Tax credit carryforwards | 5,074,000 | ||||||
State | |||||||
Income Taxes [Line Items] | |||||||
Operating Loss Carryforwards | $ 175,039,000 | ||||||
Forecast [Member] | |||||||
Income Taxes [Line Items] | |||||||
Income tax refund | $ 21,000,000 |
Commitments and License Rights
Commitments and License Rights - Additional Information (Details) | Dec. 31, 2020USD ($) |
Commitments and License Rights | |
Commitments To Complete Contracts In Process Value | $ 2,049,000 |
Joint Venture Transactions (Det
Joint Venture Transactions (Details) - Corporate Joint Venture [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 26, 2019 | |
Related Party Transaction [Line Items] | ||
Equity Method Investments | $ 2,084,000 | $ 3,593,000 |
Equity Method Investment, Other than Temporary Impairment | $ 811,000 |
Business Segment Information (D
Business Segment Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 26, 2019 | Dec. 27, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 237,688,000 | $ 820,863,000 | $ 707,120,000 |
Operating income (loss) | (178,422,000) | 68,191,000 | 83,189,000 |
Depreciation and amortization | 75,052,000 | 72,277,000 | 61,342,000 |
Assets | 1,254,178,000 | 1,359,186,000 | 989,331,000 |
Capital expenditures and acquisitions | 21,363,000 | 94,167,000 | 58,660,000 |
Theatres [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 132,624,000 | 557,080,000 | 446,804,000 |
Operating income (loss) | (121,429,000) | 76,903,000 | 88,790,000 |
Depreciation and amortization | 53,460,000 | 51,202,000 | 38,760,000 |
Assets | 871,655,000 | 953,299,000 | 624,512,000 |
Capital expenditures and acquisitions | 15,828,000 | 61,604,000 | 43,568,000 |
Hotels/Resorts [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 104,638,000 | 263,350,000 | 259,892,000 |
Operating income (loss) | (43,885,000) | 10,050,000 | 12,480,000 |
Depreciation and amortization | 21,096,000 | 20,430,000 | 22,229,000 |
Assets | 309,320,000 | 337,206,000 | 306,162,000 |
Capital expenditures and acquisitions | 4,669,000 | 31,783,000 | 14,931,000 |
Corporate Items [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 426,000 | 433,000 | 424,000 |
Operating income (loss) | (13,108,000) | (18,762,000) | (18,081,000) |
Depreciation and amortization | 496,000 | 645,000 | 353,000 |
Assets | 73,203,000 | 68,681,000 | 58,657,000 |
Capital expenditures and acquisitions | $ 866,000 | $ 780,000 | $ 161,000 |