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General (Policies)

9 Months Ended

Sep. 26, 2019

General

Basis of Presentation

Basis of Presentation - The unaudited consolidated financial statements for the 13 and 39 weeks ended September 26, 2019 and September 27, 2018 have been prepared by the Company. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary to present fairly the unaudited interim financial information at September 26, 2019, and for all periods presented, have been made. The results of operations during the interim periods are not necessarily indicative of the results of operations for the entire year or other interim periods. However, the unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10‑K for the year ended December 27, 2018.

Accounting Policies

Accounting Policies - Refer to the Company’s audited consolidated financial statements (including footnotes) for the fiscal year ended December 27, 2018, contained in the Company’s Annual Report on Form 10‑K for such year, for a description of the Company’s accounting policies.

During the 39 weeks ended September 26, 2019, there were no significant changes made to the Company’s significant accounting policies other than the changes attributable to the adoption of the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016‑02, Leases (Topic 842), which was adopted on December 28, 2018. The lease policy updates are applied prospectively in the Company’s financial statements from December 28, 2018 forward. Reported financial information for the historical comparable period was not revised and continues to be reported under the accounting standards in effect during the historical periods. See Note 3 for further discussion.

Depreciation and Amortization

Depreciation and Amortization - Depreciation and amortization of property and equipment are provided using the straight-line method over the shorter of the estimated useful lives of the assets or any related lease terms. Depreciation expense totaled $19,194,000 and $53,433,000 for the 13 and 39 weeks ended September 26, 2019, respectively, and $14,556,000 and $43,037,000 for the 13 and 39 weeks ended September 27, 2018, respectively.

Earnings Per Share

Earnings Per Share - Net earnings per share (EPS) of Common Stock and Class B Common Stock is computed using the two class method. Basic net earnings per share is computed by dividing net earnings by the weighted-average number of common shares outstanding. Diluted net earnings per share is computed by dividing net earnings by the weighted-average number of common shares outstanding, adjusted for the effect of dilutive stock options using the treasury method. Convertible Class B Common Stock is reflected on an if-converted basis. The computation of the diluted net earnings per share of Common Stock assumes the conversion of Class B Common Stock, while the diluted net earnings per share of Class B Common Stock does not assume the conversion of those shares.

Holders of Common Stock are entitled to cash dividends per share equal to 110% of all dividends declared and paid on each share of Class B Common Stock. As such, the undistributed earnings for each period are allocated based on the proportionate share of entitled cash dividends. The computation of diluted net earnings per share of Common Stock assumes the conversion of Class B Common Stock and, as such, the undistributed earnings are equal to net earnings for that computation.

The following table illustrates the computation of Common Stock and Class B Common Stock basic and diluted net earnings per share for net earnings and provides a reconciliation of the number of weighted-average basic and diluted shares outstanding:

		13 Weeks			13 Weeks			39 Weeks			39 Weeks
		Ended			Ended			Ended			Ended
		September 26, 2019			September 27, 2018			September 26, 2019			September 27, 2018
		(in thousands, except per share data)
Numerator:
Net earnings attributable to The Marcus Corporation		$	14,289		$	16,231		$	34,215		$	44,671
Denominator:
Denominator for basic EPS			30,918			28,180			30,566			28,028
Effect of dilutive employee stock options			443			638			518			606
Denominator for diluted EPS			31,361			28,818			31,084			28,634
Net earnings per share - basic:
Common Stock		$	0.47		$	0.60		$	1.18		$	1.65
Class B Common Stock		$	0.43		$	0.52		$	1.02		$	1.47
Net earnings per share - diluted:
Common Stock		$	0.46		$	0.56		$	1.10		$	1.56
Class B Common Stock		$	0.43		$	0.51		$	1.01		$	1.44

Shareholders' Equity

Shareholders’ Equity - Activity impacting total shareholders’ equity attributable to The Marcus Corporation and noncontrolling interests for the 13 and 39 weeks ended September 26, 2019 and September 27, 2018 was as follows (in thousands, except per share data):

																				Shareholders’
																				Equity
														Accumulated						Attributable
					Class B			Capital						Other						to The			Non-
		Common			Common			in Excess			Retained			Comprehensive			Treasury			Marcus			controlling			Total
		Stock			Stock			of Par			Earnings			Loss			Stock			Corporation			Interests			Equity
BALANCES AT DECEMBER 27, 2018		$	22,843		$	8,347		$	63,830		$	439,178		$	(6,758)		$	(37,431)		$	490,009		$	110		$	490,119
Cash Dividends:
$.15 Class B Common Stock			—			—			—			(1,183)			—			—			(1,183)			—			(1,183)
$.16 Common Stock			—			—			—			(3,633)			—			—			(3,633)			—			(3,633)
Exercise of stock options			—			—			(78)			—			—			532			454			—			454
Purchase of treasury stock			—			—			—			—			—			(428)			(428)			—			(428)
Savings and profit-sharing contribution			—			—			810			—			—			371			1,181			—			1,181
Reissuance of treasury stock			—			—			31			—			—			16			47			—			47
Issuance of non-vested stock			—			—			(127)			—			—			127			—			—			—
Shared-based compensation			—			—			777			—			—			—			777			—			777
Reissuance of treasury stock-acquisition			—			—			77,960			—			—			31,237			109,197			—			109,197
Other			—			—			(109)			—			—			—			(109)			—			(109)
Conversions of Class B Common Stock			411			(411)			—			—			—			—			—			—			—
Distributions to noncontrolling interest			—			—			—			—			—			—			—			(60)			(60)
Comprehensive income (loss)			—			—			—			1,860			(297)			—			1,563			(66)			1,497
BALANCES AT MARCH 28, 2019			23,254			7,936			143,094			436,222			(7,055)			(5,576)			597,875			(16)			597,859
Cash Dividends:
$.15 Class B Common Stock			—			—			—			(1,155)			—			—			(1,155)			—			(1,155)
$.16 Common Stock			—			—			—			(3,675)			—			—			(3,675)			—			(3,675)
Exercise of stock options			—			—			(27)			—			—			477			450			—			450
Purchase of treasury stock			—			—			—			—			—			(213)			(213)			—			(213)
Reissuance of treasury stock			—			—			182			—			—			96			278			—			278
Issuance of non-vested stock			—			—			(142)			—			—			142			—			—			—
Shared-based compensation			—			—			949			—			—			—			949			—			949
Distributions to noncontrolling interest			—			—			—			—			—			—			—			(35)			(35)
Comprehensive income (loss)			—			—			—			18,066			(353)			—			17,713			171			17,884
BALANCES AT JUNE 27, 2019			23,254			7,936			144,056			449,458			(7,408)			(5,074)			612,222			120			612,342
Cash Dividends:
$.15 Class B Common Stock			—			—			—			(1,155)			—			—			(1,155)			—			(1,155)
$.16 Common Stock			—			—			—			(3,677)			—			—			(3,677)			—			(3,677)
Exercise of stock options			—			—			(134)			—			—			574			440			—			440
Purchase of treasury stock			—			—			—			—			—			(478)			(478)			—			(478)
Reissuance of treasury stock			—			—			28			—			—			19			47			—			47
Issuance of non-vested stock			—			—			(131)			—			—			131			—			—			—
Shared-based compensation			—			—			868			—			—			—			868			—			868
Distributions to noncontrolling interest			—			—			—			—			—			—			—			(90)			(90)
Comprehensive income (loss)			—			—			—			14,289			(27)			—			14,262			(59)			14,203
BALANCES AT SEPTEMBER 26, 2019		$	23,254		$	7,936		$	144,687		$	458,915		$	(7,435)		$	(4,828)		$	622,529		$	(29)		$	622,500

																				Shareholders’
																				Equity
														Accumulated						Attributable
					Class B			Capital						Other						to The			Non-
		Common			Common			in Excess			Retained			Comprehensive			Treasury			Marcus			controlling			Total
		Stock			Stock			of Par			Earnings			Income (Loss)			Stock			Corporation			Interests			Equity
BALANCES AT DECEMBER 28, 2017		$	22,656		$	8,534		$	61,452		$	403,206		$	(7,425)		$	(43,399)		$	445,024		$	100		$	445,124
Amount reclassified to retained earnings on December 29, 2017 in connection with the adoption of ASU No. 2016-01			—			—			—			(11)			11			—			—			—			—
Amount reclassified to retained earnings on December 29, 2017 in connection with the adoption of ASU No. 2018-02			—			—			—			1,574			(1,574)			—			—			—			—
Amount reclassified to retained earnings  on December 29, 2017 in connection with the adoption of ASU No. 2014-09			—			—			—			(2,568)			—			—			(2,568)			—			(2,568)
Cash Dividends:
$.14 Class B Common Stock			—			—			—			(1,163)			—			—			(1,163)			—			(1,163)
$.15 Common Stock			—			—			—			(2,907)			—			—			(2,907)			—			(2,907)
Exercise of stock options			—			—			(62)			—			—			991			929			—			929
Purchase of treasury stock			—			—			—			—			—			(453)			(453)			—			(453)
Savings and profit-sharing contribution			—			—			651			—			—			479			1,130			—			1,130
Reissuance of treasury stock			—			—			26			—			—			23			49			—			49
Issuance of non-vested stock			—			—			(108)			—			—			108			—			—			—
Shared-based compensation			—			—			596			—			—			—			596			—			596
Conversions of Class B Common Stock			8			(8)			—			—			—			—			—			—			—
Distributions to noncontrolling interest			—			—			—			—			—			—			—			(19)			(19)
Comprehensive income (loss)			—			—			—			9,821			(30)			—			9,791			(15)			9,776
BALANCES AT MARCH 29, 2018			22,664			8,526			62,555			407,952			(9,018)			(42,251)			450,428			66			450,494
Cash Dividends:
$.14 Class B Common Stock			—			—			—			(1,162)			—			—			(1,162)			—			(1,162)
$.15 Common Stock			—			—			—			(2,926)			—			—			(2,926)			—			(2,926)
Exercise of stock options			—			—			(33)			—			—			1,207			1,174			—			1,174
Purchase of treasury stock			—			—			—			—			—			(496)			(496)			—			(496)
Reissuance of treasury stock			—			—			143			—			—			93			236			—			236
Issuance of non-vested stock			—			—			(127)			—			—			127			—			—			—
Shared-based compensation			—			—			715			—			—			—			715			—			715
Conversions of Class B Common Stock			5			(5)			—			—			—			—			—			—			—
Comprehensive income (loss)			—			—			—			18,619			344			—			18,963			93			19,056
BALANCES AT JUNE 28, 2018			22,669			8,521			63,253			422,483			(8,674)			(41,320)			466,932			159			467,091
Cash Dividends:
$.14 Class B Common Stock			—			—			—			(1,139)			—			—			(1,139)			—			(1,139)
$.15 Common Stock			—			—			—			(2,980)			—			—			(2,980)			—			(2,980)
Exercise of stock options			—			—			(672)			—			—			5,471			4,799			—			4,799
Purchase of treasury stock			—			—			—			—			—			(1,949)			(1,949)			—			(1,949)
Reissuance of treasury stock			—			—			32			—			—			15			47			—			47
Issuance of non-vested stock			—			—			(113)			—			—			113			—			—			—
Shared-based compensation			—			—			639			—			—			—			639			—			639
Conversions of Class B Common Stock			173			(173)			—			—			—			—			—			—			—
Distributions to noncontrolling interest			—			—			—			—			—			—			—			(46)			(46)
Comprehensive income (loss)			—			—			—			16,231			351			—			16,582			(8)			16,574
BALANCES AT SEPTEMBER 27, 2018		$	22,842		$	8,348		$	63,139		$	434,595		$	(8,323)		$	(37,670)		$	482,931		$	105		$	483,036

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss – Accumulated other comprehensive loss presented in the accompanying consolidated balance sheets consists of the following, all presented net of tax:

		September 26,			December 27,
		2019			2018
		(in thousands)
Unrecognized loss on interest rate swap agreements		$	(1,064)		$	(149)
Net unrecognized actuarial loss for pension obligation			(6,371)			(6,609)
		$	(7,435)		$	(6,758)

Fair Value Measurements

Fair Value Measurements - Certain financial assets and liabilities are recorded at fair value in the consolidated financial statements. Some are measured on a recurring basis while others are measured on a non-recurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. A fair value measurement assumes that a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.

The Company’s assets and liabilities measured at fair value are classified in one of the following categories:

Level 1 - Assets or liabilities for which fair value is based on quoted prices in active markets for identical instruments as of the reporting date. At September 26, 2019 and December 27, 2018, respectively, the Company’s $7,017,000 and $5,302,000 of debt and equity securities were valued using Level 1 pricing inputs and were included in other current assets.

Level 2 - Assets or liabilities for which fair value is based on pricing inputs that were either directly or indirectly observable as of the reporting date. At September 26, 2019 and December 27, 2018, respectively, the Company’s $1,441,000 and $205,000 liability related to the Company’s interest rate swap contracts was valued using Level 2 pricing inputs  and was included in deferred compensation and other in the consolidated balance sheets.

Level 3 - Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates. At September 26, 2019 and December 27, 2018, none of the Company’s fair value measurements were valued using Level 3 pricing inputs. See Note 2 for further discussion on Level 3 assumptions used in regard to the acquisition.

Defined Benefit Plan

Defined Benefit Plan - The components of the net periodic pension cost of the Company’s unfunded nonqualified, defined-benefit plan are as follows:

		13 Weeks			13 Weeks			39 Weeks			39 Weeks
		Ended			Ended			Ended			Ended
		September 26, 2019			September 27, 2018			September 26, 2019			September 27, 2018
		(in thousands)
Service cost		$	207		$	231		$	625		$	694
Interest cost			372			341			1,114			1,023
Net amortization of prior service cost and actuarial loss			109			156			327			466
Net periodic pension cost		$	688		$	728		$	2,066		$	2,183

Service cost is included in Administrative expense while all other components are recorded within Other expense outside of operating income in the consolidated statements of earnings.

Revenue Recognition

Revenue Recognition – The disaggregation of revenues by business segment for the 13 and 39 weeks ended September 26, 2019 is as follows (in thousands):

		13 Weeks Ended September 26, 2019
		Reportable Segment
		Theatres			Hotels/Resorts			Corporate			Total
Theatre admissions		$	69,753		$	—		$	—		$	69,753
Rooms			—			34,185			—			34,185
Theatre concessions			57,051			—			—			57,051
Food and beverage			—			20,170			—			20,170
Other revenues (1)			9,781			13,003			88			22,872
Cost reimbursements			217			7,214			—			7,431
Total revenues		$	136,802		$	74,572		$	88		$	211,462

₍₁₎ Included in other revenues is an immaterial amount related to rental income that is not considered revenue from contracts with customers under ASC Topic 606.

		39 Weeks Ended September 26, 2019
		Reportable Segment
		Theatres			Hotels/Resorts			Corporate			Total
Theatre admissions		$	211,777		$	—		$	—		$	211,777
Rooms			—			81,317			—			81,317
Theatre concessions			172,126			—			—			172,126
Food and beverage			—			54,568			—			54,568
Other revenues (1)			29,525			36,386			323			66,234
Cost reimbursements			646			27,333			—			27,979
Total revenues		$	414,074		$	199,604		$	323		$	614,001

₍₁₎ Included in other revenues is an immaterial amount related to rental income that is not considered revenue from contracts with customers under ASC Topic 606.

The disaggregation of revenues by business segment for the 13 and 39 weeks ended September 27, 2018 is as follows (in thousands):

		13 Weeks Ended September 27, 2018
		Reportable Segment
		Theatres			Hotels/Resorts			Corporate			Total
Theatre admissions		$	52,422		$	—		$	—		$	52,422
Rooms			—			34,467			—			34,467
Theatre concessions			35,476			—			—			35,476
Food and beverage			—			19,333			—			19,333
Other revenues (1)			6,893			12,822			98			19,813
Cost reimbursements			218			8,870			—			9,088
Total revenues		$	95,009		$	75,492		$	98		$	170,599

₍₁₎ Included in other revenues is an immaterial amount related to rental income that is not considered revenue from contracts with customers under ASC Topic 606.

		39 Weeks Ended September 27, 2018
		Reportable Segment
		Theatres			Hotels/Resorts			Corporate			Total
Theatre admissions		$	185,035		$	—		$	—		$	185,035
Rooms			—			84,256			—			84,256
Theatre concessions			123,687			—			—			123,687
Food and beverage			—			53,972			—			53,972
Other revenues (1)			23,591			35,453			318			59,362
Cost reimbursements			1,084			24,692			—			25,776
Total revenues		$	333,397		$	198,373		$	318		$	532,088

₍₁₎ Included in other revenues is an immaterial amount related to rental income that is not considered revenue from contracts with customers under ASC Topic 606.

The Company had deferred revenue from contracts with customers of $32,499,000 and $37,048,000 as of September 26, 2019 and December 27, 2018, respectively. The Company had no contract assets as of September 26, 2019 and December 27, 2018. During the 13 and 39 weeks ended September 26, 2019, the Company recognized revenue of $4,042,000 and $18,747,000, respectively, 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 programs.

As of September 26, 2019, the amount of transaction price allocated to the remaining performance obligations under the Company’s advanced ticket sales was $4,680,000 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 September 26, 2019, the amount of transaction price allocated to the remaining performance obligations related to the amount of Hotels and Resorts non-redeemed gift cards was $2,276,000 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.

New Accounting Pronouncements

New Accounting Pronouncements – On December 28, 2018, the Company adopted ASU No. 2016‑02, Leases (Topic 842), which is intended to improve financial reporting related to leasing transactions. ASC 842 requires a lessee to recognize on the balance sheet assets and liabilities for rights and obligations created by leased assets with lease terms of more than 12 months. The new guidance also requires disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from the leases. See Note 3 for further discussion.

In January 2017, the FASB issued ASU No. 2017‑04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment, which eliminates Step 2 of the goodwill impairment test that had required a hypothetical purchase price allocation. Rather, entities should apply the same impairment assessment to all reporting units and recognize an impairment loss for the amount by which a reporting unit’s carrying amount exceeds its fair value, without exceeding the total amount of goodwill allocated to that reporting unit. Entities will continue to have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU No. 2017‑04 is effective for the Company in fiscal 2020 and must be applied prospectively. The Company does not believe the new standard will have a material effect on its consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018‑14, Compensation—Retirement Benefits—Defined Benefit Plans—General, designed to add, remove and clarify disclosure requirements related to defined benefit pension and other postretirement plans. ASU No. 2018‑14 is effective for the Company in fiscal 2021 and early application is permitted. The Company is evaluating the effect that the guidance will have on its financial statement disclosures.

In August 2018, the FASB issued ASU No. 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, (ASU No. 2018‑13). The purpose of ASU No. 2018‑13 is to improve the disclosures related to fair value measurements in the financial statements. The improvements include the removal, modification and addition of certain disclosure requirements primarily related to Level 3 fair value measurements. ASU No. 2018‑13 is effective for the Company in fiscal 2020. The amendments in ASU No. 2018‑13 should be applied prospectively. The Company does not expect ASU No. 2018‑13 to have a significant impact on its consolidated financial statements

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- Definition

Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.

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- Definition

Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.

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- Definition

Disclosure of accounting policy for postemployment benefits. Postemployment benefits are benefits provided to former or inactive employees, their beneficiaries, and covered dependents after employment but before retirement, except for: a) benefits provided through a pension or postretirement benefit plan, b) individual deferred compensation arrangements, c) special or contractual termination benefits, and d) stock compensation plans.

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- Definition

Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources.

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Disclosure of accounting policy for its capital stock transactions, including dividends and accumulated other comprehensive income.

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