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General | 3 Months Ended
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Mar. 28, 2024
Accounting Policies [Abstract] |
General | General Basis of Presentation - The unaudited consolidated financial statements for the 13 weeks ended March 28, 2024 and March 30, 2023 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 March 28, 2024, 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 28, 2023. Accounting Policies - Refer to the Company’s audited consolidated financial statements (including footnotes) for the fiscal year ended December 28, 2023, contained in the Company’s Annual Report on Form 10-K for such year, for a description of the Company’s accounting policies. 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 $16,014 and $15,868 for the 13 weeks ended March 28, 2024, and March 30, 2023, respectively. Assets Held for Sale – Long-lived assets that are expected to be sold within the next 12 months and meet the other relevant held-for-sale criteria are classified as assets held for sale and included within current assets on the consolidated balance sheet. Assets held for sale are measured at the lower of their carrying value or their fair value less costs to sell the asset. As of March 28, 2024, assets held for sale consisted of one closed theatre that was sold subsequent to March 28, 2024. Long-Lived Assets – The Company periodically considers whether indicators of impairment of long-lived assets held for use are present. This includes quantitative and qualitative factors, including evaluating the historical actual operating performance of the long-lived assets and assessing the potential impact of recent events and transactions impacting the long-lived assets. If such indicators are present, the Company determines if the long-lived assets are recoverable by assessing whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying amounts. If the long-lived assets are not recoverable, the Company recognizes any impairment losses based on the excess of the carrying amount of the assets over their fair value. Goodwill – The Company reviews goodwill for impairment annually or more frequently if certain indicators arise. The Company performs its annual impairment test on the first day of the fiscal fourth quarter. There were no indicators of impairment identified during the 13 weeks ended March 28, 2024 or March 30, 2023. Earnings (Loss) Per Share - Net earnings (loss) per share (EPS) of Common Stock and Class B Common Stock is computed using the two class method. Basic net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding. Diluted net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding, adjusted for the effect of dilutive stock options, restricted stock units, performance stock units and convertible debt instruments using the if-converted method. Convertible Class B Common Stock and convertible debt instruments are reflected on an if-converted basis when dilutive to Common Stock. The computation of the diluted net earnings (loss) per share of Common Stock assumes the conversion of Class B Common Stock in periods that have net earnings since it would be dilutive to Common Stock earnings per share, while the diluted net earnings (loss) 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 (losses) for each period are allocated based on the proportionate share of entitled cash dividends. The following table illustrates the computation of Common Stock basic and diluted net loss per share, provides a reconciliation of the number of weighted-average basic and diluted shares outstanding, when applicable, and provides the weighted-average number of anti-dilutive shares excluded from the computation of diluted weighted-average shares outstanding:
| 13 Weeks Ended |  |
| March 28, 2024 |  | March 30, 2023 |  |  |  |
Net loss per share - basic: |  |  |  |  |  |  |
Common Stock | $ | (0.38) |  |  | $ | (0.31) |  |  |  |  |
Class B Common Stock | $ | (0.34) |  |  | $ | (0.28) |  |  |  |  |
Net loss per share - diluted: |  |  |  |  |  |  |
Common Stock | $ | (0.38) |  |  | $ | (0.31) |  |  |  |  |
Class B Common Stock | $ | (0.34) |  |  | $ | (0.28) |  |  |  |  |
Numerator: |  |  |  |  |  |  |
Net loss | $ | (11,866) |  |  | $ | (9,466) |  |  |  |  |
Denominator (in thousands): |  |  |  |  |  |  |
Basic and diluted weighted-average shares outstanding | 31,892 |  |  | 31,572 |  |  |  |  |
Weighted-average number of anti-dilutive shares excluded from denominator: |  |  |  |  |  |  |
Employee stock options | 2,973,626 |  |  | 3,081,729 |  |  |  |  |
Restricted stock units | 49,505 |  |  | — |  |  |  |  |
Performance stock units | 143,305 |  |  | — |  |  |  |  |
Convertible senior notes | 9,331,461 |  |  | 9,170,800 |  |  |  |  |
Total | 12,497,897 |  |  | 12,252,529 |  |  |  |  |
For the periods when the Company reports a net loss, common stock equivalents, restricted stock units, performance stock units, and shares related to the convertible senior notes are excluded from the computation of diluted loss per share as their inclusion would have an anti-dilutive effect. Performance stock units are considered anti-dilutive if the performance targets upon which the issuance of the shares are contingent have not been achieved and the respective performance period has not been completed as of the end of the current period. Shares related to the convertible senior notes are excluded from the computation of diluted earnings per share in periods when the effect would have been anti-dilutive using the if-converted method. Shareholders’ Equity - Activity impacting total shareholders’ equity attributable to The Marcus Corporation and noncontrolling interest for the 13 weeks ended March 28, 2024 and March 30, 2023 was as follows:
| Common Stock |  | Class B Common Stock |  | Capital in Excess of Par |  | Retained Earnings |  | Accumulated Other Comprehensive Loss |  | Treasury Stock |  | Total Shareholders’ Equity
BALANCES AT DECEMBER 28, 2023 | $ | 24,692 |  |  | $ | 7,078 |  |  | $ | 160,642 |  |  | $ | 281,599 |  |  | $ | (1,336) |  |  | $ | (1,503) |  |  | $ | 471,172 |
Cash dividends: |  |  |  |  |  |  |  |  |  |  |  |  |
$0.064 per share Class B Common Stock | — |  |  | — |  |  | — |  |  | (449) |  |  | — |  |  | — |  |  | (449) |
$0.07 per share Common Stock | — |  |  | — |  |  | — |  |  | (1,760) |  |  | — |  |  | — |  |  | (1,760) |
Purchase of treasury stock | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (301) |  |  | (301) |
Reissuance of treasury stock | — |  |  | — |  |  | (3) |  |  | — |  |  | — |  |  | 23 |  |  | 20 |
Issuance of non-vested stock | 452 |  |  | — |  |  | (515) |  |  | — |  |  | — |  |  | 63 |  |  | — |
Shared-based compensation | — |  |  | — |  |  | 2,514 |  |  | — |  |  | — |  |  | — |  |  | 2,514 |
Conversions of Class B Common Stock | 93 |  |  | (93) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Comprehensive loss | — |  |  | — |  |  | — |  |  | (11,866) |  |  | (12) |  |  | — |  |  | (11,878) |
BALANCES AT MARCH 28, 2024 | $ | 25,237 |  |  | $ | 6,985 |  |  | $ | 162,638 |  |  | $ | 267,524 |  |  | $ | (1,348) |  |  | $ | (1,718) |  |  | $ | 459,318 |
| Common Stock |  | Class B Common Stock |  | Capital in Excess of Par |  | Retained Earnings |  | Accumulated Other Comprehensive Loss |  | Treasury Stock |  | Shareholders’ Equity Attributable to The Marcus Corporation |  | Non- controlling Interest |  | Total Equity
BALANCES AT DECEMBER 29, 2022 | $ | 24,498 |  |  | $ | 7,111 |  |  | $ | 153,794 |  |  | $ | 274,254 |  |  | $ | (1,694) |  |  | $ | (1,866) |  |  | $ | 456,097 |  |  | $ | 824 |  |  | $ | 456,921 |
Cash dividends: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
$0.045 per share Class B Common Stock | — |  |  | — |  |  | — |  |  | (319) |  |  | — |  |  | — |  |  | (319) |  |  | — |  |  | (319) |
$0.05 per share Common Stock | — |  |  | — |  |  | — |  |  | (1,229) |  |  | — |  |  | — |  |  | (1,229) |  |  | — |  |  | (1,229) |
Exercise of stock options | — |  |  | — |  |  | (1) |  |  | — |  |  | — |  |  | 3 |  |  | 2 |  |  | — |  |  | 2 |
Purchase of treasury stock | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (313) |  |  | (313) |  |  | — |  |  | (313) |
Savings and profit-sharing contribution | 79 |  |  | — |  |  | 1,180 |  |  | — |  |  | — |  |  | — |  |  | 1,259 |  |  | — |  |  | 1,259 |
Reissuance of treasury stock | — |  |  | — |  |  | (3) |  |  | — |  |  | — |  |  | 24 |  |  | 21 |  |  | — |  |  | 21 |
Issuance of non-vested stock | 82 |  |  | — |  |  | (143) |  |  | — |  |  | — |  |  | 61 |  |  | — |  |  | — |  |  | — |
Shared-based compensation | — |  |  | — |  |  | 2,172 |  |  | — |  |  | — |  |  | — |  |  | 2,172 |  |  | — |  |  | 2,172 |
Other | — |  |  | — |  |  | 1 |  |  | (1) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Conversions of Class B Common Stock | 33 |  |  | (33) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Distribution to noncontrolling interest | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (550) |  |  | (550) |
Comprehensive loss | — |  |  | — |  |  | — |  |  | (9,466) |  |  | (91) |  |  | — |  |  | (9,557) |  |  | — |  |  | (9,557) |
BALANCES AT MARCH 30, 2023 | $ | 24,692 |  |  | $ | 7,078 |  |  | $ | 157,000 |  |  | $ | 263,239 |  |  | $ | (1,785) |  |  | $ | (2,091) |  |  | $ | 448,133 |  |  | $ | 274 |  |  | $ | 448,407 |
Accumulated Other Comprehensive Loss – Accumulated other comprehensive loss presented in the accompanying consolidated balance sheets consists of the following, all presented net of tax:
| March 28, 2024 |  | December 28, 2023
Net unrecognized actuarial loss for pension obligation | $ | (1,348) |  |  | $ | (1,336) |
| $ | (1,348) |  |  | $ | (1,336) |
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 March 28, 2024 and December 28, 2023, the Company’s $6,821 and $5,364 respectively, of debt and equity securities classified as trading were valued using Level 1 pricing inputs and were included in other current assets. At December 28, 2023, the Company’s $37,018 of investments in money market funds were valued using Level 1 pricing inputs and were included in cash and cash equivalents. 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 each of March 28, 2024 and December 28, 2023, none of the Company’s recorded assets or liabilities were measured using Level 2 pricing inputs. 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 each of March 28, 2024 and December 28, 2023, none of the Company’s recorded assets or liabilities that are measured on a recurring basis at fair market value were valued using Level 3 pricing inputs. The carrying value of the Company’s financial instruments (including cash and cash equivalents, restricted cash, accounts receivable and accounts payable) approximates fair value. The fair value of the Company’s $70,000 of senior notes, valued using Level 2 pricing inputs, is approximately $66,833 at March 28, 2024, 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 of convertible senior notes, valued using Level 2 pricing inputs, is approximately $144,371 at March 28, 2024, determined based on market rates and the closing trading price of the convertible senior notes as of March 28, 2024. 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. 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 Ended |  |
| March 28, 2024 |  | March 30, 2023 |  |  |  |
Service cost | $ | 62 |  |  | $ | 122 |  |  |  |  |
Interest cost | 444 |  |  | 453 |  |  |  |  |
Net amortization of prior service cost and actuarial loss | (16) |  |  | (16) |  |  |  |  |
Net periodic pension cost | $ | 490 |  |  | $ | 559 |  |  |  |  |
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 – The disaggregation of revenues by business segment for the 13 weeks ended March 28, 2024 is as follows:
| 13 Weeks Ended March 28, 2024
| Theatres |  | Hotels/Resorts |  | Corporate |  | Total
Theatre admissions | $ | 40,596 |  |  | $ | — |  |  | $ | — |  |  | $ | 40,596 |
Rooms | — |  |  | 18,213 |  |  | — |  |  | 18,213 |
Theatre concessions | 34,695 |  |  | — |  |  | — |  |  | 34,695 |
Food and beverage | — |  |  | 16,163 |  |  | — |  |  | 16,163 |
Other revenues(1) | 5,979 |  |  | 13,643 |  |  | 80 |  |  | 19,702 |
Cost reimbursements | — |  |  | 9,178 |  |  | — |  |  | 9,178 |
Total revenues | $ | 81,270 |  |  | $ | 57,197 |  |  | $ | 80 |  |  | $ | 138,547 |
(1)Included in other revenues is an immaterial amount related to rental income that is not considered revenue from contracts with customers. The disaggregation of revenues by business segment for the 13 weeks ended March 30, 2023 is as follows:
| 13 Weeks Ended March 30, 2023
| Theatres |  | Hotels/Resorts |  | Corporate |  | Total
Theatre admissions | $ | 47,635 |  |  | $ | — |  |  | $ | — |  |  | $ | 47,635 |
Rooms | — |  |  | 17,857 |  |  | — |  |  | 17,857 |
Theatre concessions | 42,375 |  |  | — |  |  | — |  |  | 42,375 |
Food and beverage | — |  |  | 15,193 |  |  | — |  |  | 15,193 |
Other revenues(1) | 6,366 |  |  | 13,233 |  |  | 89 |  |  | 19,688 |
Cost reimbursements | — |  |  | 9,528 |  |  | — |  |  | 9,528 |
Total revenues | $ | 96,376 |  |  | $ | 55,811 |  |  | $ | 89 |  |  | $ | 152,276 |
(1)Included in other revenues is an immaterial amount related to rental income that is not considered revenue from contracts with customers. The Company had deferred revenue from contracts with customers of $36,320 and $38,034 as of March 28, 2024 and December 28, 2023, respectively. The Company had no contract assets as of March 28, 2024 and December 28, 2023. During the 13 weeks ended March 28, 2024, the Company recognized revenue of $7,548 that was included in deferred revenues as of December 28, 2023. During the 13 weeks ended March 30, 2023, the Company recognized revenue of $6,276 that was included in deferred revenues as of December 29, 2022. 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 March 28, 2024, the amount of transaction price allocated to the remaining performance obligations under the Company’s advanced ticket sales was $2,031 and is reflected in the Company’s consolidated balance sheet as part of deferred revenues, which is included in other accrued liabilities. As of March 28, 2024, the amount of transaction price allocated to the remaining performance obligations related to the amount of Theatres non-redeemed gift cards was $16,055 and is reflected in the Company’s consolidated balance sheet as part of deferred revenues. The Company recognizes revenue as the tickets and gift cards are redeemed, which is expected to occur within the next two years. As of March 28, 2024, the amount of transaction price allocated to the remaining performance obligations related to the amount of Hotels and Resorts non-redeemed gift cards was $4,282 and is reflected in the Company’s consolidated balance sheet as part of deferred revenues. 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 - In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280: Improvements to Reportable Segment Disclosures (ASU No. 2023-07), which requires disclosure of incremental segment information on an annual and interim basis. ASU No 2023-07 will be effective for the Company’s fiscal year ending December 26, 2024, and the Company’s interim periods beginning in fiscal 2025. The Company is evaluating the effect that the guidance will have on its consolidated financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740: Improvements to Income Tax Disclosures (ASU No. 2023-09), which requires improvements to income tax disclosures primarily related to rate reconciliation and income taxes paid information. ASU No. 2023-09 will be effective for the Company in fiscal 2025 and must be applied prospectively with retrospective application permitted. The Company is evaluating the impact that ASU No. 2023-09 will have on its consolidated financial statement disclosures.

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