UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period endedMarch 30,September 28, 2017

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission File Number1-12604

 

THE MARCUS CORPORATION
(Exact name of registrant as specified in its charter)

 

Wisconsin 39-1139844

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

   

100 East Wisconsin Avenue, Suite 1900

Milwaukee, Wisconsin

 53202-4125
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:(414) 905-1000

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days.

 

YesxxNo¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

YesxxNo¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check One).

 

Large accelerated filer¨Accelerated filer                       x

Non-accelerated filer        ¨


(Do not check if a smaller reporting company)

Smaller reporting company      ¨
 Emerging growth company      ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes¨¨Nox

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

COMMON STOCK OUTSTANDING ATmay 5NOVEMBER 3, 2017 – 19,073,87219,242,578

CLASS B COMMON STOCK OUTSTANDING ATMay 5NOVEMBER 3, 2017 – 8,696,301–8,596,301

 

 

 

 

THE MARCUS CORPORATION

 

INDEX

 

 Page
PART I – FINANCIAL INFORMATION 
   
Item 1.Consolidated Financial Statements: 
   
 Consolidated Balance Sheets
(March 30,September 28, 2017 and December 29, 2016)
3
   
 Consolidated Statements of Earnings
(13 and 39 weeks ended March 30,September 28, 2017 and March 31,September 29, 2016)
5
   
 Consolidated Statements of Comprehensive Income
(13 and 39 weeks ended March 30,September 28, 2017 and March 31,September 29, 2016)
6
   
 Consolidated Statements of Cash Flows
(1339 weeks ended March 30,September 28, 2017 and March 31,September 29, 2016)
7
   
 Condensed Notes to Consolidated Financial Statements8
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations1718
  
Item 3.Quantitative and Qualitative Disclosures About Market Risk2933
   
Item 4.Controls and Procedures2933
  
PART II – OTHER INFORMATION 
   
Item 1A.Risk Factors2933
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds3034
   
Item 4.Mine Safety Disclosures3034
   
Item 6.Exhibits3135
   
 SignaturesS-1

 

 2 

 

  

PART I - FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

 

THE MARCUS CORPORATION

Consolidated Balance Sheets

 

(in thousands, except share and per share data) March 30,
2017
  December 29,
2016
  September 28,
2017
  December 29,
2016
 
          
ASSETS                
Current assets:                
Cash and cash equivalents $10,718  $3,239  $6,566  $3,239 
Restricted cash  4,192   5,466   7,904   5,466 
Accounts and notes receivable, net of reserves of $206 and $204, respectively  13,646   14,761 
Accounts and notes receivable, net of reserves of $170 and $204, respectively  24,269   14,761 
Refundable income taxes     1,672   10,358   1,672 
Other current assets  11,461   11,005   13,361   11,005 
Total current assets  40,017   36,143   62,458   36,143 
                
Property and equipment:                
Land and improvements  137,909   134,306   138,464   134,306 
Buildings and improvements  701,261   699,828   735,979   699,828 
Leasehold improvements  83,311   80,522   86,811   80,522 
Furniture, fixtures and equipment  315,050   312,334   339,984   312,334 
Construction in progress  36,357   19,698   28,402   19,698 
Total property and equipment  1,273,888   1,246,688   1,329,640   1,246,688 
Less accumulated depreciation and amortization  471,028   457,490   491,446   457,490 
Net property and equipment  802,860   789,198   838,194   789,198 
                
Other assets:                
Investments in joint ventures  6,042   6,096   4,951   6,096 
Goodwill  43,700   43,735   43,527   43,735 
Other  35,387   36,094   34,730   36,094 
Total other assets  85,129   85,925   83,208   85,925 
                
TOTAL ASSETS $928,006  $911,266  $983,860  $911,266 

 

See accompanying condensed notes to consolidated financial statements.

 

 3 

 

 

THE MARCUS CORPORATION

Consolidated Balance Sheets

 

(in thousands, except share and per share data) March 30,
2017
  December 29,
2016
  September 28,
2017
  December 29,
2016
 
          
LIABILITIES AND SHAREHOLDERS' EQUITY                
Current liabilities:                
Accounts payable $42,692  $31,206  $40,149  $31,206 
Income taxes  2,795    
Taxes other than income taxes  16,943   17,261   17,547   17,261 
Accrued compensation  13,118   17,007   15,971   17,007 
Other accrued liabilities  42,491   46,561   39,485   46,561 
Current portion of capital lease obligations  6,715   6,598   6,951   6,598 
Current maturities of long-term debt  12,061   12,040   11,923   12,040 
Total current liabilities  136,815   130,673   132,026   130,673 
                
Capital lease obligations  24,371   26,106   20,881   26,106 
                
Long-term debt  276,590   271,343   317,797   271,343 
                
Deferred income taxes  46,425   46,433   50,657   46,433 
                
Deferred compensation and other  44,465   45,064   46,256   45,064 
                
Equity:                
Shareholders’ equity attributable to The Marcus Corporation                
Preferred Stock, $1 par; authorized 1,000,000 shares; none issued            
Common Stock, $1 par; authorized 50,000,000 shares; issued 22,493,212 shares at March 30, 2017 and 22,489,976 shares at December 29, 2016  22,493   22,490 
Class B Common Stock, $1 par; authorized 33,000,000 shares; issued and outstanding 8,696,301 shares at March 30, 2017 and 8,699,540 shares at December 29, 2016  8,696   8,700 
Common Stock, $1 par; authorized 50,000,000 shares; issued 22,593,212 shares at September 28, 2017 and 22,489,976 shares at December 29, 2016  22,593   22,490 
Class B Common Stock, $1 par; authorized 33,000,000 shares; issued and outstanding 8,596,301 shares at September 28, 2017 and 8,699,540 shares at December 29, 2016  8,596   8,700 
Capital in excess of par  59,601   58,584   60,908   58,584 
Retained earnings  357,307   351,220   371,653   351,220 
Accumulated other comprehensive loss  (5,026)  (5,066)  (4,919)  (5,066)
  443,071   435,928   458,831   435,928 
Less cost of Common Stock in treasury (3,430,918 shares at March 30, 2017 and 3,517,951 shares at December 29, 2016)  (44,930)  (45,816)
Less cost of Common Stock in treasury (3,353,845 shares at September 28, 2017 and 3,517,951 shares at December 29, 2016)  (43,628)  (45,816)
Total shareholders' equity attributable to The Marcus Corporation  398,141   390,112   415,203   390,112 
Noncontrolling interest  1,199   1,535   1,040   1,535 
Total equity  399,340   391,647   416,243   391,647 
                
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $928,006  $911,266  $983,860  $911,266 

 

See accompanying condensed notes to consolidated financial statements.

 

 4 

 

  

THE MARCUS CORPORATION

Consolidated Statements of Earnings

 

(in thousands, except per share data) 13 Weeks Ended  September 28, 2017  September 29, 2016 
 March 30, 2017  March 31, 2016  13 Weeks  39 Weeks  13 Weeks  39 Weeks 
Revenues:                        
Theatre admissions $63,841  $46,914  $50,246  $166,222  $46,859  $137,783 
Rooms  20,934   20,052   32,785   82,844   32,609   81,984 
Theatre concessions  40,896   29,881   33,290   109,365   30,260   88,644 
Food and beverage  15,040   14,545   18,670   52,487   17,991   50,784 
Other revenues  17,243   14,052   18,827   53,629   16,976   45,922 
Total revenues  157,954   125,444   153,818   464,547   144,695   405,117 
                        
Costs and expenses:                        
Theatre operations  54,685   40,298   44,403   145,844   39,579   118,048 
Rooms  9,198   9,301   10,658   30,117   10,608   30,409 
Theatre concessions  11,118   7,736   9,567   30,666   8,611   24,440 
Food and beverage  13,467   12,761   15,125   44,093   14,498   41,797 
Advertising and marketing  5,562   4,988   6,296   17,880   5,540   16,033 
Administrative  16,957   14,604   16,876   51,654   15,702   45,638 
Depreciation and amortization  12,248   10,191   12,993   37,544   10,474   31,025 
Rent  3,273   2,119   3,113   9,718   2,051   6,277 
Property taxes  5,078   4,143   5,052   14,575   4,168   12,306 
Other operating expenses  8,343   7,957   8,300   24,255   8,781   24,854 
Total costs and expenses  139,929   114,098   132,383   406,346   120,012   350,827 
                        
Operating income  18,025   11,346   21,435   58,201   24,683   54,290 
                        
Other income (expense):                        
Investment income  72   8   119   229   8   25 
Interest expense  (2,924)  (2,409)  (3,367)  (9,454)  (2,127)  (6,993)
Loss on disposition of property, equipment and other assets  (399)  (113)
Gain (loss) on disposition of property, equipment and other assets  (449)  (420)  239   (478)
Equity earnings (losses) from unconsolidated joint ventures, net  55   (21)  (12)  75   161   270 
  (3,196)  (2,535)  (3,709)  (9,570)  (1,719)  (7,176)
                        
Earnings before income taxes  14,829   8,811   17,726   48,631   22,964   47,114 
Income taxes  5,712   3,531   6,908   18,571   8,712   18,236 
Net earnings  9,117   5,280   10,818   30,060   14,252   28,878 
Net loss attributable to noncontrolling interests  (336)  (172)  (160)  (495)  (120)  (282)
Net earnings attributable to The Marcus Corporation $9,453  $5,452  $10,978  $30,555  $14,372  $29,160 
                        
Net earnings per share – basic:                        
Common Stock $0.35  $0.20  $0.41  $1.14  $0.54  $1.09 
Class B Common Stock $0.32  $0.19  $0.36  $1.02  $0.49  $0.99 
                        
Net earnings per share – diluted:                        
Common Stock $0.33  $0.20  $0.39  $1.08  $0.51  $1.05 
Class B Common Stock $0.31  $0.19  $0.37  $1.01  $0.48  $0.98 
                        
Dividends per share:                        
Common Stock $0.125  $0.113  $0.125  $0.375  $0.113  $0.338 
Class B Common Stock $0.114  $0.102  $0.114  $0.341  $0.102  $0.307 

 

See accompanying condensed notes to consolidated financial statements.

 

 5 

 

 

THE MARCUS CORPORATION

Consolidated Statements of Comprehensive Income

 

(in thousands) 13 Weeks Ended  September 28, 2017  September 29, 2016 
 March 30, 2017  March 31, 2016  13 Weeks  39 Weeks  13 Weeks  39 Weeks 
              
Net earnings $9,117  $5,280  $10,818  $30,060  $14,252  $28,878 
                        
Other comprehensive income (loss), net of tax:                        
Change in unrealized gain on available for sale investments, net of tax benefit of $0, $9, $0 and $0, respectively  -   (14)  -   - 
Amortization of the net actuarial loss and prior service credit related to the pension, net of tax effect of $35, $106, $110 and $110, respectively  54   161   163   163 
Fair market value adjustment of interest rate swap, net of tax benefit of $0, $0, $0 and $95, respectively  -   -   -   (143)
Reclassification adjustment on interest rate swap included in interest expense, net of tax effect of $0, $0, $0 and $25, respectively  -   -   -   38 
Reclassification adjustment related to interest rate swap de-designation, net of tax effect of $0, $0, $0 and $63, respectively  -   -   -   96 
                        
Change in unrealized gain on available for sale investments, net of tax benefit of $9 and $0, respectively  (14)   
        
Amortization of the net actuarial loss and prior service credit related to the pension, net of tax effect of $35 and $0, respectively  54    
        
Fair market value adjustment of interest rate swap, net of tax benefit of $0 and $77, respectively     (115)
        
Reclassification adjustment on interest rate swap included in interest expense, net of tax effect of $0 and $13, respectively     20 
        
Other comprehensive income (loss)  40   (95)
Other comprehensive income  54   147   163   154 
                        
Comprehensive income  9,157   5,185   10,872   30,207   14,415   29,032 
                        
Comprehensive loss attributable to noncontrolling interests  (336)  (172)  (160)  (495)  (120)  (282)
                        
Comprehensive income attributable to The Marcus Corporation $9,493  $5,357  $11,032  $30,702  $14,535  $29,314 

 

See accompanying condensed notes to consolidated financial statements.

 

 6 

 

  

THE MARCUS CORPORATION

Consolidated Statements of Cash Flows

 

 13 Weeks Ended  39 Weeks Ended 
(in thousands) March 30, 2017  March 31, 2016  September 28,
2017
  September 29,
2016
 
          
OPERATING ACTIVITIES:                
Net earnings $9,117  $5,280  $30,060  $28,878 
Adjustments to reconcile net earnings to net cash provided by operating activities:                
Losses (earnings) on investments in joint ventures  (55)  21 
Earnings on investments in joint ventures  (75)  (270)
Distributions from joint ventures  109      351   414 
Loss on disposition of property, equipment and other assets  399   113   420   478 
Amortization of favorable lease right  83   83   250   250 
Depreciation and amortization  12,248   10,191   37,544   31,025 
Amortization of debt issuance costs  68   65   209   226 
Shared-based compensation  505   434   1,867   1,358 
Deferred income taxes  1   3   4,231   6,461 
Deferred compensation and other  (440)  43   1,682   526 
Contribution of the Company’s stock to savings and profit-sharing plan  890   905   1,024   905 
Changes in operating assets and liabilities:                
Accounts and notes receivable  1,115   2,604   (7,896)  (2,090)
Other current assets  (456)  190   (2,220)  (1,041)
Accounts payable  6,110   (3,495)  1   (6,592)
Income taxes  4,467   2,267   (8,686)  (7,329)
Taxes other than income taxes  (318)  (3,124)  286   (2,682)
Accrued compensation  (3,889)  (809)  (1,036)  3,147 
Other accrued liabilities  (4,070)  (4,284)  (7,076)  (8,823)
Total adjustments  16,767   5,207   20,876   15,963 
Net cash provided by operating activities  25,884   10,487   50,936   44,841 
                
INVESTING ACTIVITIES:                
Capital expenditures  (22,229)  (16,505)  (87,265)  (58,084)
Proceeds from disposals of property, equipment and other assets  9   3   4,558   594 
Decrease in restricted cash  1,274   2,073 
Decrease (increase) in other assets  419   (500)
Decrease (increase) in restricted cash  (2,438)  12,479 
Decrease in other assets  584   3,686 
Sale of interest in joint venture     1,000      1,000 
Net cash used in investing activities  (20,527)  (13,929)  (84,561)  (40,325)
                
FINANCING ACTIVITIES:                
Debt transactions:                
Proceeds from borrowings on revolving credit facility  79,000   49,000 
Repayment of borrowings on revolving credit facility  (114,000)  (34,000)
Proceeds from borrowings on revolving credit facilities  254,000   250,188 
Repayment of borrowings on revolving credit facilities  (236,500)  (191,188)
Proceeds from borrowings on long-term debt  65,000      65,000    
Principal payments on long-term debt  (24,399)  (1,490)  (35,894)  (51,863)
Debt issuance costs  (365)     (370)  (491)
Repayments of capital lease obligations  (255)     (782)   
Equity transactions:                
Treasury stock transactions, except for stock options  52   (4,593)  (463)  (6,053)
Exercise of stock options  455   125   2,083   3,553 
Dividends paid  (3,366)  (2,997)  (10,122)  (9,016)
Distributions to noncontrolling interest     (312)     (448)
Net cash provided by financing activities  2,122   5,733 
Net cash provided by (used in) financing activities  36,952   (5,318)
                
Net increase in cash and cash equivalents  7,479   2,291 
Net increase (decrease) in cash and cash equivalents  3,327   (802)
Cash and cash equivalents at beginning of period  3,239   6,672   3,239   6,672 
Cash and cash equivalents at end of period $10,718  $8,963  $6,566  $5,870 
                
Supplemental Information:                
Interest paid, net of amounts capitalized $2,533  $1,921  $9,354  $6,772 
Income taxes paid  1,244   1,262   23,025   19,107 
Change in accounts payable for additions to property and equipment  5,376   (2,249)  8,942   (1,930)

 

See accompanying condensed notes to consolidated financial statements.

 

 7 

 

  

THE MARCUS CORPORATION

 

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 13 AND 39 WEEKS ENDED MARCH 30,SEPTEMBER 28, 2017

 

1. General

 

Accounting Policies - Refer to the Company’s audited consolidated financial statements (including footnotes) for the fiscal year ended December 29, 2016, contained in the Company’s Annual Report on Form 10-K, for such year, for a description of the Company’s accounting policies.

 

Basis of Presentation - The unaudited consolidated financial statements for the 13 and 39 weeks ended March 30,September 28, 2017 and March 31,September 29, 2016 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 30,September 28, 2017, 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 29, 2016.

 

Restricted Cash – Restricted cash consists of bank accounts related to capital expenditure reserve funds, sinking funds, operating reserves and replacement reserves and may include amounts held by a qualified intermediary agent to be used for tax-deferred, like-kind exchange transactions. At September 28, 2017, approximately $3,057,000 of net sales proceeds were held with a qualified intermediary. Restricted cash is not considered cash and cash equivalents for purposes of the statement of cash flows.

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 $12,172,000$12,946,000 and $10,191,000$37,368,000 for the 13 and 39 weeks ended March 30,September 28, 2017, respectively, and March 31,$10,537,000 and $31,214,000 for the 13 and 39 weeks ended September 29, 2016, respectively.

8

 

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

 

 Available for
Sale
Investments
  Pension
Obligation
  Accumulated
Other
Comprehensive
Loss
 
 Available
for Sale
Investments
  Pension
Obligation
  Accumulated
Other
Comprehensive
Loss
        
 (in thousands)  (in thousands) 
Balance at December 29, 2016 $3  $(5,069) $(5,066) $3  $(5,069) $(5,066)
Change in unrealized gain on available for sale investments  (14)  -   (14)  (14)  -   (14)
Amortization of the net actuarial loss and prior service credit  -   54   54   -   161   161 
Net other comprehensive income (loss)  (14)  54   40   (14)  161   147 
Balance at March 30, 2017 $(11) $(5,015) $(5,026)
Balance at September 28, 2017 $(11) $(4,908) $(4,919)

 

8

  Swap
Agreements
  Available
for Sale
Investments
  Pension
Obligation
  Accumulated
Other
Comprehensive
Loss
 
  (in thousands) 
Balance at December 31, 2015 $9  $(11) $(5,219) $(5,221)
Other comprehensive loss before reclassifications  (115)  -   -   (115)
Amounts reclassified from accumulated other comprehensive loss (1)  20   -   -   20 
Net other comprehensive loss  (95)  -   -   (95)
Balance at March 31, 2016 $(86) $(11) $(5,219) $(5,316)
  Swap
Agreements
  

Available
for Sale

Investments

  Pension
Obligation
  

Accumulated
Other

Comprehensive
Loss

 
             
  (in thousands) 
Balance at December 31, 2015 $9  $(11) $(5,219) $(5,221)
Amortization of the net actuarial loss and prior service credit  -   -   163   163 
Other comprehensive loss before reclassifications  (143)  -   -   (143)
Amounts reclassified from accumulated other comprehensive loss(1)  134   -   -   134 
Net other comprehensive income (loss)  (9)  -   163   154 
Balance at September 29, 2016 $-  $(11) $(5,056) $(5,067)

 

(1) Amount isAmounts are included in interest expense in the consolidated statementstatements of earnings.

 

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.

 

 9 

 

  

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

Ended
September  28,
2017

 

13 Weeks

Ended
September 29,
2016

 

39 Weeks

Ended
September 28,
2017

 

39 Weeks

Ended
September 29,
2016

 
 13 Weeks Ended
March 30, 2017
 13 Weeks Ended
March 31, 2016
          
 (in thousands, except per share data)  (in thousands, except per share data) 
Numerator:                 
Net earnings attributable to The Marcus Corporation $9,453  $5,452  $10,978  $14,372  $30,555  $29,160 
Denominator:                        
Denominator for basic EPS  27,708   27,494   27,825   27,574   27,773   27,522 
Effect of dilutive employee stock options  675   265   525   427   637   343 
Denominator for diluted EPS  28,383   27,759   28,350   28,001   28,410   27,865 
Net earnings per share – basic:        
Net earnings per share - basic:                
Common Stock $0.35  $0.20  $0.41  $0.54  $1.14  $1.09 
Class B Common Stock $0.32  $0.19  $0.36  $0.49  $1.02  $0.99 
Net earnings per share – diluted:        
Net earnings per share - diluted:                
Common Stock $0.33  $0.20  $0.39  $0.51  $1.08  $1.05 
Class B Common Stock $0.31  $0.19  $0.37  $0.48  $1.01  $0.98 

 

Equity– Activity impacting total shareholders’ equity attributable to The Marcus Corporation and noncontrolling interests for the 1339 weeks ended March 30,September 28, 2017 and March 31,September 29, 2016 was as follows:

 

 Total
Shareholders’
Equity
Attributable to
The Marcus
Corporation
  Noncontrolling
Interests
 
 Total
Shareholders’
Equity
Attributable to
The Marcus
Corporation
  Noncontrolling
Interests
      
 (in thousands)  (in thousands) 
Balance at December 29, 2016 $390,112  $1,535  $390,112  $1,535 
Net earnings attributable to The Marcus Corporation  9,453   -   30,555    
Net loss attributable to noncontrolling interests  -   (336)     (495)
Cash dividends  (3,366)  -   (10,122)   
Exercise of stock options  455   -   2,083    
Savings and profit sharing contribution  890   -   1,024    
Treasury stock transactions, except for stock options  52   -   (463)   
Share-based compensation  505   -   1,867    
Other comprehensive income, net of tax  40   -   147    
Balance at March 30, 2017 $398,141  $1,199 
Balance at September 28, 2017 $415,203  $1,040 

 

 10 

 

 

 Total
Shareholders’
Equity
Attributable to
The Marcus
Corporation
  Noncontrolling
Interests
 
 Total
Shareholders’
Equity
Attributable to
The Marcus
Corporation
  Noncontrolling
Interests
      
 (in thousands)  (in thousands) 
Balance at December 31, 2015 $363,352  $2,346  $363,352  $2,346 
Net earnings attributable to The Marcus Corporation  5,452   -   29,160    
Net loss attributable to noncontrolling interests  -   (172)     (282)
Distributions to noncontrolling interests  -   (312)     (448)
Cash dividends  (2,997)  -   (9,016)   
Exercise of stock options  125   -   3,553    
Savings and profit sharing contribution  905   -   905    
Treasury stock transactions, except for stock options  (4,593)  -   (6,053)   
Share-based compensation  434   -   1,358    
Other  7   -   39    
Other comprehensive loss, net of tax  (95)  - 
Balance at March 31, 2016 $362,590  $1,862 
Other comprehensive income, net of tax  154    
Balance at September 29, 2016 $383,452  $1,616 

 

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 30,September 28, 2017 and December 29, 2016, respectively, the Company’s $70,000 and $93,000 of available for sale securities were valued using Level 1 pricing inputs and were included in other current assets. At March 30,September 28, 2017 and December 29, 2016, respectively, the Company’s $1,980,000$3,859,000 and $1,927,000 of trading 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 March 30,September 28, 2017 and December 29, 2016, respectively, the $46,000$28,000 and $6,000 asset related to the Company’s interest rate swap contract was valued using Level 2 pricing inputs.

 

11

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 March 30,September 28, 2017 and December 29, 2016, none of the Company’s fair value measurements were valued using Level 3 pricing inputs.

11

 

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

September 28,
2017

 

13 Weeks

Ended

September 29,
2016

 

39 Weeks

Ended

September 28,
2017

 

39 Weeks

Ended

September 29,
2016

 
 13 Weeks Ended
March 30, 2017
 13 Weeks Ended
March 31, 2016
          
 (in thousands)  (in thousands) 
Service cost $191  $216  $192  $216  $574  $648 
Interest cost  339   352   339   351   1,017   1,055 
Net amortization of prior service cost and actuarial loss  89   91   89   91   267   273 
Net periodic pension cost $619  $659  $620  $658  $1,858  $1,976 

 

New Accounting Pronouncements -In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09,Revenue from Contracts with Customers, a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14,Revenue from Contracts with Customers: Deferral of Effective Date (ASU 2015-14), to defer the effective date of the new revenue recognition standard by one year toyear. The new standard is effective for the Company in fiscal years beginning after December 15, 2017.2018. The guidance may be adopted using either a full retrospective or modified retrospective approach. The Company has selected the modified retrospective method for adoption of ASU No. 2014-09 and its related ASU amendments. Under this method, the Company will recognize the cumulative effect of the changes in retained earnings at the date of adoption, but will not restate prior periods.

The Company has performed a review of the requirements of the new revenue standard and related ASUs and is monitoring the activity of the FASB as it relates to specific interpretive guidance. The Company is reviewing customer contracts and is in the process of applying the five-step model of the new revenue standard to each of its key identified revenue streams and is comparing the results to its current accounting practices. WhileThe Company believes that the adoption of the new standard will primarily impact its accounting for its loyalty programs, gift cards and customer incentives. The Company’s preliminary assessment is that the adoption of the new standard will have an immaterial impact on the Company’s overall operating results. The Company continues to assess all potential impacts of adopting this new revenue standard it currently believes the new standard will not have a significant impact on the Company’sits consolidated financial statements.statements and related disclosures.

12

 

In January 2016, the FASB issued ASU No. 2016-01,Recognition and Measurement of Financial Assets and Financial Liabilities, which primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements of financial instruments. The new standard is effective for the Company in fiscal 2018, with early adoption permitted for certain provisions of the statement. Entities must apply the standard, with certain exceptions, using a cumulative-effect adjustment to beginning retained earnings as of the beginning of the fiscal year of adoption. The Company is currently assessing the impactdoes not believe the adoption of the new standard will have a material effect on its consolidated financial statements.

 

In February 2016, the FASB issued ASU No. 2016-02,Leases (Topic 842), intended to improve financial reporting related to leasing transactions. ASU No. 2016-02 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 will also require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from the leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The new standard is effective for the Company in fiscal 2019 and early application is permitted. The Company is evaluating the effect that the guidance will have on its consolidated financial statements and related disclosures.

 

12

In August 2016, the FASB issued ASU No. 2016-15,Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The new standard is effective for the Company beginning in fiscal 2018, with early adoption permitted. The standard must be applied using a retrospective transition method for each period presented. The Company is evaluatingdoes not believe the effect thatadoption of the guidancenew standard will have a material effect on its consolidated financial statements and related disclosures.statements.

 

In November 2016, the FASB issued ASU No. 2016-18,Statement of Cash Flows (Topic 230) Restricted CashCash.. ASU No. 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As such, restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and ending of period total amount shown on the statement of cash flows. The new standard is effective for the Company in fiscal 2018 and must be applied on a retrospective basis. Early adoption is permitted including adoption in an interim period. The Company reported a $1,274,000$2,438,000 investing cash outflow and $2,073,000a $12,479,000 investing cash inflow, respectively, related to a change in restricted cash for the 1339 weeks ended March 30,September 28, 2017 and March 31,September 29, 2016. Subsequent to the adoption of ASU No. 2016-18, the change in restricted cash would be excluded from the change in cash flows from investing activities and included in the change in total cash, restricted cash and cash equivalents as reported in the statement of cash flows.

 

13

In January 2017, the FASB issued ASU No. 2017-01,Business Combinations (Topic 805)Clarifying the Definition of a Business,, which clarifies the definition of a business with the objective of adding guidance and providing a more robust framework to assist reporting organizations with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new standard is effective for the Company in fiscal 2018 and must be applied prospectively, with early adoption permitted. The Company is evaluatingdoes not believe the effectadoption of the new standard will have a material effect on its consolidated financial statements.

 

In January 2017, the FASB issued ASU No. 2017-04,Intangibles—GoodwillIntangibles-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.prospectively, with early adoption permitted. The Company does not believe the new standard will have a material effect on its consolidated financial statements.

 

In February 2017, the FASB issued ASU No. 2017-05,“Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” ASU No. 2017-05 clarifies the scope and accounting of a financial asset that meets the definition of an “in-substance nonfinancial asset” and defines the term “in-substance nonfinancial asset.” It also covers the transfer of nonfinancial assets to another entity in exchange for a non-controlling ownership interest in that entity. The new guidance is effective for interim and annual periods beginning after December 15, 2017. The Company does not believe that the adoption of the new standard will have a material effect on its consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-07,Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Benefit Cost.The ASU requires the service cost component of net periodic benefit cost to be presented in the same income statement line item as other employee compensation costs arising from services rendered during the period. Other components of the net periodic benefit cost are to be presented separately, in an appropriately titled line item outside of any subtotal of operating income or disclosed in the footnotes. The standard also limits the amount eligible for capitalization to the service cost component. The standard is effective for interimthe Company in fiscal 2018 and annual periods beginning after December 15, 2017 and the Companyit is currently assessing the impact this standard will have on its consolidated financial statements and related disclosures.

In May 2017, the FASB issued ASU No. 2017-09,Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, to provide clarity and reduce both the diversity in practice and cost and complexity when applying the guidance in Topic 718,Compensation - Stock Compensation. The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. ASU No. 2017-09 is effective for the Company in fiscal 2018 and must be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted. The Company does not believe the new standard will have a material effect on its consolidated financial statements.

13

 

2. Long-Term Debt and Capital Lease Obligations

 

Long-Term Debt - - During the 1339 weeks ended March 30,September 28, 2017, the Company issued $50,000,000 of unsecured senior notes privately placed with three institutional lenders. The notes bear interest at 4.32% per annum and mature in fiscal 2027. The Company used the net proceeds of the sale of the notes to repay outstanding indebtedness and for general corporate purposes.

 

14

Also during the 1339 weeks ended March 30,September 28, 2017, a note that matured in January 2017 with a balance of $24,226,000 was repaid and replaced with borrowings on the Company’s revolving credit facility and a new $15,000,000 mortgage note bearing interest at LIBOR plus 2.75%, effectively 3.75%4.0% at March 30,September 28, 2017, requiring monthly principal and interest payments and maturing in fiscal 2020. The mortgage note is secured by the related land, building and equipment.

 

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 an interest rate swap agreement on February 28, 2013 covering $25,000,000 of floating rate debt, which expires January 22, 2018, and requires the Company to pay interest at a defined rate of 0.96% while receiving interest at a defined variable rate of one-month LIBOR (1.0%(1.25% at March 30,September 28, 2017). The notional amount of the swap is $25,000,000. 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 loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The Company’s interest rate swap agreement was considered effective and qualified as a cash flow hedge from inception through June 16, 2016, at which time the derivative was undesignated and the balance in accumulated other comprehensive loss of $159,000 ($96,000 net of tax) was reclassified into interest expense. As of June 16, 2016, the swap was considered ineffective for accounting purposes. As such, the $40,000$22,000 increase in the fair value of the swap for the 1339 weeks ended March 30,September 28, 2017 was recorded as a reduction to interest expense. The Company does not expect the interest rate swap to have a material effect on earnings within the next 11four months, at which time the agreement will expire.

 

Capital Lease Obligations - During fiscal 2012, the Company entered into a master licensing agreement with CDF2 Holdings, LLC, a subsidiary of Cinedigm Digital Cinema Corp (CDF2), whereby CDF2 purchased on the Company’s behalf, and then deployed and licensed back to the Company, digital cinema projection systems (the “systems”) for use by the Company in its theatres. As of March 30,September 28, 2017, 642 of the Company’s screens were utilizing the systems under a 10-year master licensing agreement with CDF2. Included in furniture, fixtures and equipment is $45,510,000 related to the digital systems as of March 30,September 28, 2017 and December 29, 2016, which is being amortized over the remaining estimated useful life of the assets. Accumulated amortization of the digital systems was $29,838,000$32,926,000 and $28,294,000 as of March 30,September 28, 2017 and December 29, 2016, respectively.

 

 1415 

 

  

Under the terms of the master licensing agreement, the Company made an initial one-time payment to CDF2. The Company expects that the balance of CDF2’s costs to deploy the systems will be covered primarily through the payment of virtual print fees (VPF’s) from film distributors to CDF2 each time a digital movie is booked on one of the systems deployed on a Company screen. The Company agreed to make an average number of bookings of eligible digital movies on each screen on which a licensed system has been deployed to provide for a minimum level of VPF’s paid by distributors (standard booking commitment) to CDF2. To the extent the VPF’s paid by distributors are less than the standard booking commitment, the Company must make a shortfall payment to CDF2. Based upon the Company’s historical booking patterns, the Company does not expect to make any shortfall payments during the life of the agreement. Accounting Standards Codification No. 840,Leases, requires that the Company consider the entire amount of the standard booking commitment minimum lease payments for purposes of determining the capital lease obligation. The maximum amount per year that the Company could be required to pay is approximately $6,163,000 until the obligation is fully satisfied.

 

The Company’s capital lease obligation is being reduced as VPF’s are paid by the film distributors to CDF2. The Company has recorded the reduction of the obligation associated with the payment of VPF’s as a reduction of the interest related to the obligation and the amortization incurred related to the systems, as the payments represent a specific reimbursement of the cost of the systems by the studios. Based on the Company’s expected minimum number of eligible movies to be booked, the Company expects the obligation to be reduced by at least $5,636,000$5,822,000 within the next 12 months. This reduction will be recognized as an offset to amortization and is expected to offset the majority of the amortization of the systems.

 

In conjunction with theatres acquired in December 2016, the Company became the obligor of several movie theatre and equipment leases with unaffiliated third parties that qualify for capital lease accounting. Included in buildings and improvements as of March 30,September 28, 2017 and December 29, 2016 is a preliminary value of $15,799,000 related to these leases, with accumulated amortization of $460,000$1,253,000 as of March 30,September 28, 2017. Included in furniture, fixtures and equipment as of March 30,September 28, 2017 and December 29, 2016 is a preliminary value of $1,712,000 related to these leases, with accumulated amortization of $71,000$194,000 as of March 30,September 28, 2017. The assets are being amortized over the remaining lease terms. The Company paid $775,000$874,000 and $2,424,000 in lease payments on these capital leases during the 13 and 39 weeks ended March 30, 2017.September 28, 2017, respectively.

 

3. Income Taxes

 

The Company’s effective income tax rate, adjusted for losses from noncontrolling interests, for the 13 and 39 weeks ended March 30,September 28, 2017 was 38.6% and March 31, 201637.8%, respectively, and was 37.7% and 39.3%,38.5% for the 13 and 39 weeks ended September 29, 2016, respectively. The Company does not include the income tax expense or benefit related to the net earnings or loss attributable to noncontrolling interest in its income tax expense as the entities are considered pass-through entities and, as such, the income tax expense or benefit is attributable to its owners.

15

 

4. Business Segment Information

 

The Company’s primary operations are reported in the following business segments: Theatres and Hotels/Resorts. 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.

 

16

Following is a summary of business segment information for the 13 and 39 weeks ended March 30,September 28, 2017 and March 31,September 29, 2016 (in thousands):

 

13 Weeks Ended
March 30, 2017
 Theatres  Hotels/
Resorts
  Corporate
Items
  Total 

13 Weeks Ended

September 28, 2017

 Theatres  

Hotels/

Resorts

 

Corporate

Items

  Total 
Revenues $111,388  $46,456  $110  $157,954  $89,773  $63,895  $150  $153,818 
Operating income (loss)  24,691   (2,712)  (3,954)  18,025   15,830   9,622   (4,017)  21,435 
Depreciation and amortization  7,793   4,357   98   12,248   8,399   4,512   82   12,993 

 

13 Weeks Ended
March 31, 2016
 Theatres  Hotels/
Resorts
  Corporate
Items
  Total 

13 Weeks Ended

September 29, 2016

 Theatres  

Hotels/

Resorts

 

Corporate

Items

  Total 
Revenues $80,477  $44,832  $135  $125,444  $81,921  $62,613  $161  $144,695 
Operating income (loss)  17,805   (2,552)  (3,907)  11,346   18,095   10,614   (4,026)  24,683 
Depreciation and amortization  5,858   4,241   92   10,191   6,228   4,158   88   10,474 

39 Weeks Ended

September 28, 2017

 Theatres  

Hotels/

Resorts

  

Corporate

Items

  Total 
Revenues $294,977  $169,138  $432  $464,547 
Operating income (loss)  58,481   12,693   (12,973)  58,201 
Depreciation and amortization  24,000   13,270   274   37,544 

39 Weeks Ended

September 29, 2016

 Theatres  

Hotels/

Resorts

  

Corporate

Items

  Total 
Revenues $238,837  $165,880  $400  $405,117 
Operating income (loss)  51,530   15,073   (12,313)  54,290 
Depreciation and amortization  18,175   12,582   268   31,025 

5. Subsequent Event – On October 20, 2017, the Company sold its 11% minority interest in The Westin® Atlanta Perimeter North in Atlanta, Georgia and recorded a preliminary pre-tax gain of approximately $4,906,000 during the fiscal 2017 fourth quarter.

 

 1617 

 

  

THE MARCUS CORPORATION

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Special Note Regarding Forward-Looking Statements

 

Certain matters discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Form 10-Q are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may generally be identified as such because the context of such statements include words such as we “believe,” “anticipate,” “expect” or words of similar import. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which may cause results to differ materially from those expected, including, but not limited to, the following: (1) the availability, in terms of both quantity and audience appeal, of motion pictures for our theatre division, as well as other industry dynamics such as the maintenance of a suitable window between the date such motion pictures are released in theatres and the date they are released to other distribution channels; (2) the effects of adverse economic conditions in our markets, particularly with respect to our hotels and resorts division; (3) the effects on our occupancy and room rates of the relative industry supply of available rooms at comparable lodging facilities in our markets; (4) the effects of competitive conditions in our markets; (5) our ability to achieve expected benefits and performance from our strategic initiatives and acquisitions; (6) the effects of increasing depreciation expenses, reduced operating profits during major property renovations, impairment losses, and preopening and start-up costs due to the capital intensive nature of our businesses; (7) the effects of adverse weather conditions, particularly during the winter in the Midwest and in our other markets; (8) our ability to identify properties to acquire, develop and/or manage and the continuing availability of funds for such development; and (9) the adverse impact on business and consumer spending on travel, leisure and entertainment resulting from terrorist attacks in the United States or other incidents of violence in public venues such as hotels and movie theatres. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this Form 10-Q and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

 

RESULTS OF OPERATIONS

 

General

 

We report our consolidated and individual segment results of operations on a 52- or 53-week fiscal year ending on the last Thursday in December. Fiscal 2017 is a 52-week year beginning on December 30, 2016 and ending on December 28, 2017. Fiscal 2016 was a 52-week year beginning on January 1, 2016 and ended on December 29, 2016.

 

 1718 

 

  

We divide our fiscal year into three 13-week quarters and a final quarter consisting of 13 or 14 weeks. The firstthird quarter of fiscal 2017 consisted of the 13-week period beginning Decemberon June 30, 20162017 and ended on March 30,September 28, 2017. The firstthird quarter of fiscal 2016 consisted of the 13-week period beginning on July 1, 2016 and ended on September 29, 2016. The first three quarters of fiscal 2017 consisted of the 39-week period beginning on December 30, 2016 and ended on September 28, 2017. The first three quarters of fiscal 2016 consisted of the 39-week period beginning on January 1, 2016 and ended on March 31,September 29, 2016. Our primary operations are reported in the following two business segments: movie theatres and hotels and resorts.

 

The following table sets forth revenues, operating income, other income (expense), net earnings and net earnings per common share for the third quarter and first quarterthree quarters of fiscal 2017 and fiscal 2016 (in millions, except for per share and variance percentage data):

 

 First Quarter  Third Quarter  First Three Quarters 
      Variance       Variance       Variance 
 F2017  F2016  Amt.  Pct.  F2017  F2016  Amt.  Pct.  F2017  F2016  Amt.  Pct. 
Revenues $158.0  $125.4  $32.6   25.9% $153.8  $144.7  $9.1   6.3% $464.5  $405.1  $59.4   14.7%
Operating income  18.0   11.3   6.7   58.9%  21.4   24.7   (3.3)  -13.2%  58.2   54.3   3.9   7.2%
Other income (expense)  (3.2)  (2.5)  (0.7)  -26.1%  (3.7)  (1.7)  (2.0)  -115.8%  (9.6)  (7.2)  (2.4)  -33.4%
Net loss attributable to noncontrolling interests  (0.3)  (0.2)  (0.1)  -95.3%  (0.2)  (0.1)  (0.1)  -33.3%  (0.5)  (0.3)  (0.2)  -75.5%
Net earnings attributable to The Marcus Corp.  9.5   5.5   4.0   73.4% $11.0  $14.4  $(3.4)  -23.6% $30.6  $29.2  $1.4   4.8%
Net earnings per common share - diluted $0.33  $0.20  $0.13   65.0%
Net earnings per common share – diluted: $0.39  $0.51  $(0.12)  -23.5% $1.08  $1.05  $0.03   2.9%

 

Revenues increased during the third quarter and first quarterthree quarters of fiscal 2017 compared to the third quarter and first quarterthree quarters of fiscal 2016 due to increased revenues from both our theatre division and hotels and resorts division. Operating income (earnings before other income/expense and income taxes) and net earnings attributable to The Marcus Corporation increaseddecreased during the firstthird quarter of fiscal 2017 compared to the third quarter of fiscal 2016 due to decreased operating income from both our theatre and hotels and resorts divisions. Operating income and net earnings attributable to The Marcus Corporation increased during the first quarterthree quarters of fiscal 2017 compared to the first three quarters of fiscal 2016 due to record operating results from our theatre division, partially offset by a small increasedecrease in operating lossincome from our hotels and resorts division.

 

Operating results from our theatre division were favorably impacted by a stronger slate of movies during the fiscal 2017 first quarter compared to the first quarter of fiscal 2016, increased attendance resulting from positive customer response to our recent investments and pricing strategies, and increased concession sales per person due to our expanded food and beverage offerings. New theatres also favorably impacted revenues and operating income from our theatre division during the third quarter and first quarterthree quarters of fiscal 2017 compared to the third quarter and first quarterthree quarters of fiscal 2016. In mid-October 2016, we opened a newly renovated theatre in Country Club Hills, Illinois. In mid-December 2016, our theatre division acquired Wehrenberg Theatres® (which we refer to as Wehrenberg or Marcus Wehrenberg), a Midwestern theatre circuit consisting of 14 theatres with 197 screens, plus an 84,000 square foot retail center. In April 2017, we opened a new theatre in Shakopee, Minnesota. On June 30, 2017, the first day of our fiscal 2017 third quarter, we opened our first stand-alone all in-theatre dining location, brandedBistroPlexSM and located in Greendale, Wisconsin.

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Operating results from our theatre division were unfavorably impacted by a weaker slate of movies during the fiscal 2017 second and third quarters compared to the second and third quarters of fiscal 2016, but were favorably impacted by a stronger slate of movies during the fiscal 2017 first quarter compared to the first quarter of fiscal 2016. Increased attendance resulting from positive customer response to our recent investments and pricing strategies and increased concession sales per person due to our expanded food and beverage offerings partially offset the negative impact of the weaker slate of movies during the third quarter of fiscal 2017 and contributed to our improved operating results during the first three quarters of fiscal 2017 compared to the same periods in fiscal 2016. Increased preopening expenses related to new theatres during the fiscal 2017 periods negatively impacted comparisons to the fiscal 2016 periods.

 

Revenues from our hotels and resorts division were favorably impacted during the third quarter and first three quarters of fiscal 2017 by revenues from our newSafeHouse® restaurant and bar that we opened on March 1, 2017 in downtown Chicago, Illinois adjacent to our AC Chicago Downtown Hotel. Increased room revenues during the fiscal 2017 periods, due in part to new villas that we opened during the second quarter of fiscal 2017 at the Grand Geneva Resort & Spa, also contributed to the increased roomtotal revenues during the fiscal 2017 periods, partially offset by slightly reduced food and beverage revenues for comparable hotels during the third quarter and first quarterthree quarters of fiscal 2017 compared to the third quarter and first quarterthree quarters of fiscal 2016. Operating results from our hotels and resorts division were unfavorably impacted by preopening expenses and start-up operating losses from our newSafeHouse® restaurant and bar that we opened in downtown Chicago, Illinois, adjacent to our AC Chicago Downtown Hotel. The new location opened on March 1, 2017.during the fiscal 2017 periods.

 

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Operating losses from our corporate items, which include amounts not allocable to the business segments, were unchanged during the third quarter of fiscal 2017 compared to the third quarter of fiscal 2016. Operating losses from our corporate items increased during the first three quarters of fiscal 2017 compared to the first three quarters of fiscal 2016 due in part to one-time costs associated with the retirement of two directors from our board of directors during the second quarter of fiscal 2017 and the death of a director during the third quarter of fiscal 2017. Increased long-term incentive compensation expenses resulting from our improved financial performance and stock performance during the past several years also contributed to increased operating losses from our corporate items during the first three quarters of fiscal 2017.

 

We did not have any significant variations in investment income or net equity earnings (losses) from unconsolidated joint ventures during the third quarter and first quarterthree quarters of fiscal 2017 compared to the third quarter and first quarterthree quarters of fiscal 2016. LossesWe recognized a loss on disposition of property, equipment and other assets increased by approximately $286,000of $449,000 and $420,000, respectively, during the third quarter and first quarterthree quarters of fiscal 2017 compareddue primarily to our disposal of old theatre seats and other items in conjunction with our significant number of theatre renovations during the first quarter of fiscal 2016 due to aperiods, as well as our write off of disposed equipment at one of our hotels.hotels during the first quarter of fiscal 2017, partially offset by our sale of two theatres (one that had previously closed and one that had been operating prior to the sale) and our sale of the minority equity interest we held in a hotel. We recognized a small gain of $239,000 on disposition of property, equipment and other assets during the third quarter of fiscal 2016 related primarily to our sale of an unused piece of land. We recognized losses on disposition of property, equipment and other assets during the first three quarters of fiscal 2016 totaling $478,000 primarily due to our disposal of old theatre seats and other items in conjunction with prior theatre renovations. The timing of periodic sales and disposals of our property and equipment may vary from quarter to quarter, resulting in variations in our reported gains or losses on disposition of property and equipment.

 

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Our interest expense totaled $2.9$3.4 million for the firstthird quarter of fiscal 2017 compared to $2.4$2.1 million for the firstthird quarter of fiscal 2016, an increase of approximately $500,000,$1.3 million, or 21.4%58.3%. Our interest expense totaled $9.5 million for the first three quarters of fiscal 2017 compared to $7.0 million for the first three quarters of fiscal 2016, an increase of approximately $2.5 million, or 35.2%. The increase in interest expense during the fiscal 2017 periodperiods was due entirelyprimarily to payments we made on the approximately $17.5 million of capital lease obligations we assumed in the Wehrenberg acquisition. AnWe also experienced an increase in our total borrowings under long-term debt agreements during the third quarter and first quarterthree quarters of fiscal 2017 compared to the first quartercomparable periods of fiscal 2016, wasfurther contributing to our increased interest expense during the fiscal 2017 periods, partially offset by a lower average interest rate during fiscal 2017, as we had a greater percentage of lower-cost variable rate debt in our debt portfolio during the first quarter of fiscal 2017.2017 periods compared to the fiscal 2016 periods. Changes in our borrowing levels due to variations in our operating results, capital expenditures, share repurchases and asset sale proceeds, among other items, may impact our actual reported interest expense in future periods, as would changes in the mix between fixed rate debt and variable rate debt in our debt portfolio.

 

We reported income tax expense for the third quarter and first quarterthree quarters of fiscal 2017 of $5.7$6.9 million an increase of approximately $2.2and $18.6 million, or 61.8%,respectively, compared to income tax expense of $3.5$8.7 million forand $18.2 million, respectively, during the third quarter and first quarterthree quarters of fiscal 2016. The increase in income tax expense for the first three quarters of fiscal 2017 compared to the first three quarters of fiscal 2016 was the result of increased earnings, partially offset by the fact that our fiscal 2017 first quarterthree quarters effective income tax rate, after adjusting for a losslosses from noncontrolling interests that isare not tax-effected because the entities involved are tax pass-through entities, was 37.7%37.8%, compared to our fiscal 2016 first quarterthree quarters effective income tax rate of 39.3%38.5%. As of the date of this report, we anticipate that our effective income tax rate for the remaining quartersquarter of fiscal 2017 will remain close to our historical 38-40%38%-40% average, excluding any changes in our liability for unrecognized tax benefits or potential changes in federal and state income tax rates. Our actual fiscal 2017 effective income tax rate may be different from our estimated quarterly rates depending upon actual facts and circumstances.

 

The operating results of two majority-owned hotels of which we are the majority owner, The Skirvin Hilton and The Lincoln Marriott Cornhusker Hotel, are included in the hotels and resorts division revenue and operating income, and the after-tax net earnings or loss attributable to noncontrolling interests in these hotels is deducted from or added to net earnings on the consolidated statements of earnings. We reported a net losslosses attributable to noncontrolling interests of $336,000$495,000 and $282,000, respectively, during the first quarterthree quarters of fiscal 2017 compared to a net loss of $172,000 duringand the first quarterthree quarters of fiscal 2016.

 

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Theatres

 

The following table sets forth revenues, operating income and operating margin for our theatre division for the third quarter and first quarterthree quarters of fiscal 2017 and fiscal 2016 (in millions, except for variance percentage and operating margin):

 

 First Quarter  Third Quarter  First Three Quarters 
      Variance       Variance       Variance 
 F2017  F2016  Amt.  Pct.  F2017  F2016  Amt.  Pct.  F2017  F2016  Amt.  Pct. 
Revenues $111.4  $80.5  $30.9   38.4% $89.8  $81.9  $7.9   9.6% $295.0  $238.8  $56.2   23.5%
Operating income  24.7   17.8   6.9   38.7%  15.8   18.1   (2.3)  -12.5%  58.5   51.5   7.0   13.5%
Operating margin (% of revenues)  22.2%  22.1%          17.6%  22.1%          19.8%  21.6%        

 

Our theatre division revenues and operating income increased during the third quarter and first quarterthree quarters of fiscal 2017 compared to the third quarter and first quarterthree quarters of fiscal 2016 due primarily to new theatres that we opened or acquired during the fourth quarter of fiscal 2016 and first three quarters of fiscal 2017, as well as an increase in attendanceour average ticket price and our average concession revenues per person at comparable theatres, resulting in increased box office receipts and concession revenues. DespiteDecreased attendance at comparable theatres due to a weaker film slate negatively impacted theatre division revenues and operating income during the third quarter and first three quarters of fiscal 2017 compared to the third quarter and first three quarters of fiscal 2016.

Our theatre division operating income increased during the first three quarters of fiscal 2017 compared to the first three quarters of fiscal 2016 due primarily to operating income from the acquired Wehrenberg theatres. Preopening expenses of approximately $800,000 related to the opening of two new theatres negatively impacted our operating income during the first three quarters of fiscal 2017. Our theatre division revenues and operating income during the third quarter of fiscal 2017 were also negatively impacted by the fact that we had up to 15% of our Marcus Wehrenberg screens out of service during long portions of the fiscal 2017 period due to renovations underway at multiple theatres.

The aforementioned preopening expenses, in conjunction with the weaker film slate during the second and third quarters of fiscal 2017 and higher fixed costs, such as depreciation and amortization, rent and property taxes, due in part to the Wehrenberg acquisition, negatively impacted our theatre division operating margin also increased slightlymargins during the third quarter and first quarterthree quarters of fiscal 2017 compared to the third quarter and first quarterthree quarters of fiscal 2016. Excluding total preopening expenses, our theatre division operating margin during the first three quarters of fiscal 2017 was 20.2%. Increased other revenues and slightly lower film costs and our continued emphasis on controlling costs contributed to the improvement infavorably impacted our operating margin.margin during the fiscal 2017 periods, but not enough to offset the impact of decreased attendance during these periods.

 

The following table provides a further breakdown of the components of revenues for the theatre division for the third quarter and first quarterthree quarters of fiscal 2017 and fiscal 2016 (in millions, except for variance percentage):

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  First Quarter 
        Variance 
  F2017  F2016  Amt.  Pct. 
Box office receipts $63.8  $46.9  $16.9   36.1%
Concession revenues  40.9   29.9   11.0   36.9%
Other revenues  6.7   3.7   3.0   80.6%
Total revenues $111.4  $80.5  $30.9   38.4%

  Third Quarter  First Three Quarters 
        Variance        Variance 
  F2017  F2016  Amt.    Pct.  F2017  F2016  Amt.  Pct. 
Box office receipts $50.3  $46.9  $3.4   7.2% $166.2  $137.8  $28.4   20.6%
Concession revenues  33.3   30.3   3.0   10.0%  109.4   88.6   20.8   23.4%
Other revenues  6.2   4.7   1.5   29.9%  19.4   12.4   7.0   56.2%
Total revenues $89.8  $81.9  $7.9   9.6% $295.0  $238.8  $56.2   23.5%

 

A significant portionThe majority of the increase in our box office receipts and concession revenues for the third quarter and first quarterthree quarters of fiscal 2017 compared to the third quarter and first quarterthree quarters of fiscal 2016 was due to the impact of the 14 theatres and 197 screens that we acquired from Wehrenberg, and the 16-screen theatre that we opened in Country Club Hills, Illinois during our fiscal 2016 fourth quarter, the theatre that we opened in Shakopee, Minnesota during our fiscal 2017 second quarter and theBistroPlex theatre we opened in Greendale, Wisconsin on the first day of our fiscal 2017 third quarter. Excluding these new theatres, and four screensas well as two theatres that are no longer comparable to last year because their pricing policies were significantly changed as a result of the new theatres we added to existing theatres during fiscal 2016,opened nearby, box office receipts decreased 15.6% and concession revenues decreased 13.1% for comparable theatres still increased 9.1% and 11.5%, respectively, during the firstthird quarter of fiscal 2017 compared to the firstthird quarter of fiscal 2016 and decreased 3.6% and 0.3%, respectively, during the first three quarters of fiscal 2017 compared to the first three quarters of fiscal 2016.

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According to data received from Rentrak (a national box office reporting service for the theatre industry) and compiled by us to evaluate our fiscal 2017 third quarter and first quarterthree quarters results, United States box office receipts increased 7.0%(excluding new builds for the top ten theatre circuits) decreased 13.4% and 4.0%, respectively, during our fiscal 2017 third quarter and first quarter,three quarters, indicating that our box office receipts at comparable theatres underperformed the industry during the third quarter by 2.2 percentage points and outperformed the industry during the first three quarters of fiscal 2017 by 0.4 percentage points. We believe we underperformed the industry during the third quarter of fiscal 2017 outperformed the industry by 2.1 percentage points. We outperformed the industry despitedue primarily to several unfavorable factors in July 2017 compared to July 2016, including film mix, the fact that we had nearly 5%a number of our comparable screens out of service during long portions of the fiscal 2017 first quarterperiod due to renovations underway at multiple theatres.theatres, and slightly unfavorable weather comparisons to last year.

July box office revenues represented approximately 50% of our third quarter total box office revenues, so that month has a disproportionate impact on our overall third quarter results. We have nowbelieve our underperformance during July was an anomaly, as evidenced by the fact that we outperformed the industry averageby over nine percentage points in September 2017. Despite the unusual circumstances during the third quarter of fiscal 2017, we have still outperformed the industry during thirteen of the last fourteen interim reporting periods.fifteen quarters. We believe our continuedconsistent outperformance to the industry average is attributable to the investments we have made in new features and amenities in select theatres and our implementation of innovative operating and marketing strategies, including our $5 Tuesday promotion and our customer loyalty program.

 

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Excluding the Marcus Wehrenberg theatres, our average ticket price increased 0.7%3.1% and 1.2%, respectively, during the third quarter and first quarterthree quarters of fiscal 2017 compared to the third quarter and first quarterthree quarters of fiscal 2016. The increase was primarily attributable tofact that we implemented modest price increases we implemented in November 2016. In addition, the fact that we2016 and have increased our number of premium large format (PLF) screens, along with a corresponding price premium, also contributed to the increase in our increased average ticket price during the first quarter of fiscal 2017. Conversely, we2017 periods. We also believe that a change in film product mix had a negativepositive impact on our average ticket price during the firstthird quarter of fiscal 2017. Our top two filmsfilm during the third quarter of fiscal 2017 period werewas the R-rated filmIt (resulting in a higher percentage of higher-priced adult tickets sold), compared to our top film during the third quarter of fiscal 2016, which was the PG-rated family moviesBeauty and the Beast andmovieThe LEGO® Batman MovieSecret Life of Pets (resulting in a higher percentage of lower-priced children’s tickets sold), compared to our top two films during the first quarter of fiscal 2016, which included the R-rated filmDeadpool and PG-13 rated filmStar Wars: The Force Awakens(resulting in a higher percentage of higher-priced adult tickets sold). In addition,Conversely, the percentage of our total box office receipts attributable to 3D presentations decreased significantly during the third quarter and first quarterthree quarters of fiscal 2017 compared to the third quarter and first quarterthree quarters of fiscal 2016 due primarily to a reduced number of 3D films and weaker 3D performances from our top fiscal 2017 first quarter films, contributing to a lesser increase in our average ticket price during the fiscal 2017 periods than we might otherwise expect. The increaseWe implemented modest price increases in October 2017 that we expect to favorably impact our average ticket price contributed approximately $277,000, or 6.5%, of the increase in ourfuture periods.

Our concession revenues at comparable theatre box office receiptstheatres decreased during the third quarter and first quarterthree quarters of fiscal 2017 compared to the third quarter and first quarter of fiscal 2016.

Our concession revenues increased during the first quarter of fiscal 2017 compared to the first quarterthree quarters of fiscal 2016 due in part to increaseddecreased attendance at comparable theatres. In addition,during the fiscal 2017 periods, partially offset by an increase of 6.7% and 4.3%, respectively, in our average concession revenues per person at comparable theatres (excluding the Wehrenberg theatres) increased by 2.8% during our first quarter of fiscal 2017 compared to the first quarter of fiscal 2016.person. The increase in our average concession revenues per person contributed approximately $831,000, or approximately 24.3%, of the increase in$1.6 million and $3.6 million, respectively, to our comparable theatre concession revenues during the third quarter and first quarterthree quarters of fiscal 2017 compared to the third quarter and first quarterthree quarters of fiscal 2016.

 

A change in concession product mix, including increased sales of non-traditional food and beverage items from our increased number ofTake Five LoungeSM,Zaffiro’s® Express andReel Sizzle® outlets, as well as modest selected price increases that we introduced in November 2016, were the primary reasons for our increased average concession sales per person during the fiscal 2017 period. Conversely, although family films generally have a favorableperiods. We implemented modest price increases in October 2017 that are expected to favorably impact on traditional concession sales (popcorn, soda, candy, etc.), as these types of films typically result in stronger traditional concession sales compared to more adult-oriented films, we believe that the above described change in film product mix during the first quarter of fiscal 2017 slowed the growth of our overall average concession salesrevenues per person in future periods, as family-oriented films tend not to contribute to saleswill the anticipated opening of additional non-traditional food and beverage items as much as adult-oriented films.outlets in future periods.

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Other revenues increased by approximately $3.0$1.5 million and $7.0 million, respectively, during the third quarter and first quarterthree quarters of fiscal 2017 compared to the third quarter and first quarterthree quarters of fiscal 2016. Approximately $1.5$1.4 million and $3.9 million, respectively, of this increase related to comparable theatres and was due primarily to an increase in preshow advertising income and internet surcharge ticketing fees. The remaining increase in other revenues is attributable to the Marcus Wehrenberg theatres, including preshow advertising income, internet surcharge ticketing fees and rental income from the retail center described above. The remaining increases in other revenues during the first three quarters of fiscal 2017 was attributable to comparable theatres and was due primarily to an increase in preshow advertising income, internet surcharge ticketing fees and breakage on presold discounted tickets.

 

Total theatre attendance increased 35.9%4.6% and 19.7%, respectively, during the third quarter and first quarterthree quarters of fiscal 2017 compared to the third quarter and first quarterthree quarters of fiscal 2016. Excluding the Marcus Wehrenberg theatres, and the new Country Club Hills, Illinois theatre, the new Shakopee, Minnesota theatre, the newBistroPlex and two legacy theatres that are no longer comparable to last year because their pricing policies were significantly changed as a result of the new theatres opened nearby, comparable theatre attendance increased 8.6%decreased 17.4% and 4.4%, respectively, during the third quarter and first three quarters of fiscal 2017 compared to the fiscal 2016 periods, due primarily to a strongerweaker film slate in the current year period. periods.

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We believe a combination of several additional factors contributed to this increase in attendance and our above-described outperformance of the industry average outperformance.during the first three quarters of fiscal 2017. In addition to the $5 Tuesday promotion that continued to perform well, we believe our fiscal 2017 first quarterthree quarters attendance was favorably impacted by increased attendance at theatres that have added our spacious new DreamLoungerSM electric all-recliner seating, our proprietaryUltraScreen DLX® andSuperScreen DLXSM PLF screens and our unique food and beverage outlets described above. We also believe that we are recognizing the benefits of our customer loyalty program, introduced in March 2014 and which now has over 2.1approximately 2.4 million members, including approximately 200,000 members recently added as a result of the Wehrenberg acquisition.members.

 

AttendanceThe third quarter of fiscal 2017 started very poorly, with ten straight weeks of decreased attendance and box office receipts increased during nine of the 13in July and August, before ending with three strong weeks of the first quarter of fiscal 2017, with the largest increase occurring in March. The improvement in March box office receipts was particularly noteworthy because last year’s first quarter benefited fromSeptember. We were encouraged by the fact that Easterour highest grossing film during the quarter was early,released during September, which has historically been one of the weakest periods for movie-going, as movie-going generally increases when students are outreturn to school and the quality of school. In fiscalfilms released tends to weaken. However, that fact also highlights the overall weaker quality of the films released during the preceding two months. We also believe that the particular mix of films during July 2017 Easter occurred earlywas not as favorable to our Midwestern circuit as compared to the films released during July 2016. The top film during July 2016 wasThe Secret Life of Pets and this family-oriented film performed particularly well in our second quarter. theatres compared to the rest of the nation, contributing to our comparative underperformance to the industry in July 2017 versus July 2016. In addition, historically in our Midwestern markets, rain on the weekends or very warm weather often has a favorable impact on theatre attendance. During July 2017, weekend weather in the markets in which we operate was, on average, not quite as warm as July 2016, nor did it have as many weekend days with rain as it did last year. Our past experience has been that people in the Midwest tend to enjoy outdoor activities when it’s dry on the weekend and not overly hot.

Our highest grossing films during the third quarter of fiscal 2017 first quarter includedBeauty and the BeastIt,The LEGO® Batman MovieSpider-Man: Homecoming,Hidden FiguresDespicable Me 3,LoganDunkirk andRogue One: A Star Wars StoryWar for the Planet of the Apes. The film slate during the firstthird quarter of fiscal 20162017 was particularly weighted more towards strong blockbuster movies, as evidenced by the fact that our top five films during our fiscal 2016 first2017 third quarter accounted for 49%48% of our total box office results compared to 37%42% for the top five films during the firstthird quarter of fiscal 2017,2016, both expressed as a percentage of theour total box office receipts for the period. This reduced reliance onWe believe this increase in blockbuster films was more an indication of the lesser quality of the other films during the fiscal 2017 period hadquarter than the effectquality of slightly decreasing ourthe top five films. Our film rental costs decreased during the period,third quarter of fiscal 2017 compared to the third quarter of fiscal 2016, as generally the betterworse a particular film performs, the greaterlesser the film rental cost tends to be as a percentage of box office receipts.

 

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Film product for the secondfourth quarter of fiscal 2017 has, through the date of this report, produced box office results slightly greater than the same period of fiscal 2016.2016, and we believe we have returned to outperforming the industry during this period. Top performing films during this period have includedBeauty and the BeastIt,Boss BabyBlade Runner 2049,The Fate of the FuriousHappy Death Day,Thor: Ragnarok andGuardians of the Galaxy Vol.2A Bad Moms Christmas. Other filmsFilm product scheduled to be released during the second quarter that may generate substantial box office interest includetraditionally busy November and December time period appears quite promising, including films such asAlien: CovenantMurder on the Orient Express,BaywatchDaddy’s Home 2,Pirates of the Caribbean: Dead Men Tell No TalesJustice League,Wonder WomanCoco,Star Wars: The MummyLast Jedi,CarsPitch Perfect 3 andTransformers: The Last KnightJumanji: Welcome to the Jungle. Revenues for the theatre business and the motion picture industry in general are heavily dependent on the general audience appeal of available films, together with studio marketing, advertising and support campaigns and the maintenance of the current “windows” between the date a film is released in theatres and the date a motion picture is released to other channels, including video on-demand and DVD. These are factors over which we have no control.

 

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We ended the first quarterthree quarters of fiscal 2017 with a total of 874884 company-owned screens in 6667 theatres and 11 managed screens in two theatres, compared to 659 company-owned screens in 51 theatres and 11 managed screens in two theatres at the end of the first quarterthree quarters of fiscal 2016. In addition to the previously described new theatres opened and acquired during 2016, we opened two newUltraScreen DLX auditoriums at an existing theatre in Minnesota in February 2016 and we opened two new screens at our Palace Cinema in Sun Prairie, Wisconsin in November 2016. We are currently in the process of converting eight more theatres to all-DreamLounger recliner seating, including one Wehrenberg theatre, with expected completion dates by the end of our fiscal 2017 second quarter. We expect to open one newZaffiro’s Express and convert three existing screens to SuperScreen DLX auditoriums during the second quarter of fiscal 2017. We anticipate beginning construction on additional DreamLounger conversions, SuperScreen DLX conversions and new food and beverage outlets in the near future.

In April 2017, we opened our new 10-screen Southbridge Crossing Cinema in Shakopee, Minnesota. This state-of-the-art theatre includes DreamLounger recliner seating in all auditoriums, twoUltraScreen DLX auditoriums, as well as aTake Five Lounge andZaffiro’s Express outlet. We also continued construction onOn June 30, 2017, the first day of our fiscal 2017 third quarter, we opened our first stand-alone all in-theatre dining location, an eight-screen theatre that will be brandedBistroPlexSM and located in Greendale, Wisconsin. This new theatre features eight in-theatre dining auditoriums with DreamLounger recliners, including twoSuperScreen DLX auditoriums, plus a separate full-serviceTake Five Lounge. We expecthave announced plans to further expand this concept, including a new location in Brookfield, Wisconsin. Construction is expected to begin on this new theatre to openlocation in 2018.

During the first three quarters of fiscal 2017, we completed the addition of DreamLounger recliner seating at nine more existing theatres, including two theatres (one of which was a Marcus Wehrenberg theatre) completed late in our fiscal 2017 secondthird quarter, increasing our industry-leading percentage of first-run auditoriums with recliner seating to 66% for legacy Marcus theatres and 56% when including the theatres we acquired in the Wehrenberg acquisition. In late October 2017, we completed the addition of DreamLounger recliner seating to four more existing theatres (including three Marcus Wehrenberg theatres) and we are currently in the process of converting two additional Marcus Wehrenberg theatres to all-DreamLounger recliner seating, with expected completion late in the fourth quarter of fiscal 2017 or early in the first quarter of fiscal 2018.

We opened one newZaffiro’s Expressoutlet during the third quarter of fiscal 2017 and expect to open two newZaffiro’s Expressoutlets, three newTake Five Lounge outlets and twoReel Sizzle outlets during the fourth quarter of fiscal 2017. We also converted one existing traditionalUltraScreen to anUltraScreen DLX auditorium and three existing screens toSuperScreen DLX auditoriums during the third quarter of fiscal 2017 and converted one additional existing traditionalUltraScreen to anUltraScreen DLX auditorium and two existing screens toSuperScreen DLX auditoriums early in the fourth quarter of fiscal 2017. We expect to convert one existing Wehrenberg-branded PLF screen to anUltraScreen DLX and up to six additional existing screens toSuperScreen DLX auditoriums during the fourth quarter of fiscal 2017. We closed and sold one eight-screen budget-oriented theatre during the fiscal 2017 second quarter. On the first day of our fiscal 2017 third quarter. We also will consider additional acquisitions ofquarter, we converted an existing theatres or12-screen first-run theatre circuits if appropriate opportunities arise.to a budget-oriented theatre.

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Hotels and Resorts

 

The following table sets forth revenues, operating lossincome and operating margin for our hotels and resorts division for the third quarter and first quarterthree quarters of fiscal 2017 and fiscal 2016 (in millions, except for variance percentage and operating margin):

 

 First Quarter  Third Quarter  First Three Quarters 
      Variance       Variance       Variance 
 F2017  F2016  Amt.  Pct.  F2017  F2016  Amt.  Pct.  F2017  F2016  Amt.  Pct. 
Revenues $46.5  $44.8  $1.7   3.6% $63.9  $62.6  $1.3   2.0% $169.1  $165.9  $3.2   2.0%
Operating loss  (2.7)  (2.6)  (0.1)  -6.3%
Operating income  9.6   10.6   (1.0)  -9.3%  12.7   15.1   (2.4)  -15.8%
Operating margin (% of revenues)  -5.8%  -5.7%          15.1%  17.0%          7.5%  9.1%        

 

Our first quarter is typically the weakest quarter of our fiscal year for our hotelsHotels and resorts division due to the traditionally reduced level of travel at our predominantly Midwestern portfolio of owned properties. Division revenues increased 2.0% during the firstthird quarter of fiscal 2017 compared to the firstthird quarter of fiscal 2016 due primarily to increased room revenues at our owned hotels and resorts. In addition, food and beverage revenues increased due to the fact that we openedfrom our newSafeHouse restaurant and bar in Chicago, Illinois that we opened on March 1, 2017, and a small increase in room revenues at our existing company-owned hotels due to our addition of 29 new all-season villas at the fact that ourGrand Geneva Resort & Spa in May 2017. Hotels and resorts division revenues increased 2.0% during the first three quarters of fiscal 2017 compared to the first three quarters of fiscal 2016 due to increased food and beverage revenues from theSafeHouse Milwaukee location was closed forChicago, increased room revenues at our existing company-owned hotels and increased other revenues from our EscapeHouse Chicago and our in-house web design and laundry businesses, partially offset by a portionsmall decrease in management fee revenues.

Hotels and resorts division operating income decreased by 9.3% during the third quarter of fiscal 2017 compared to the firstthird quarter last year for renovation. The initial customer responseof fiscal 2016 due primarily to the impact of a small decrease in revenue per available room (RevPAR) at our existing company-owned hotels and start-up operating losses at our newSafeHouse in Chicago has been positive.

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Our hotelsChicago. Hotels and resorts division operating loss increased slightlyincome decreased by 15.8% during ourthe first three quarters of fiscal 2017 first quarter compared to the first quarterthree quarters of fiscal 2016 despite increased revenues, due entirely to preopening expenses and startup operating losses related to the newSafeHouse Chicago and a reduction in profits from our management company,business, due in part to a small one-time favorable adjustment last year. Operating losses attributable specifically toduring the prior year period. Excluding these two items, operating income for our eight owned hotels and resorts decreaseddivision during the first three quarters of fiscal 2017 was essentially equal to operating income during the first three quarters of fiscal 2016.

Our operating margin during the third quarter and first three quarters of fiscal 2017 was 15.1% and 7.5%, respectively, compared to an operating margin of 17.0% and 9.1%, respectively, during the third quarter and first three quarters of fiscal 2016. Excluding theSafeHouse Chicago and management business profits from both years, our comparable hotels and resorts division operating income decreased 5.5% and 0.8%, respectively, during the third quarter and first three quarters of fiscal 2017 compared to the third quarter and first quarterthree quarters of fiscal 2016. Excluding these same items, our operating margin during the third quarter and first three quarters of fiscal 2017 was 14.7% and 7.4%, respectively, compared to an operating margin of 15.6% and 7.6%, respectively, during the third quarter and first three quarters of fiscal 2016.

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The following table sets forth certain operating statistics for the third quarter and first quarterthree quarters of fiscal 2017 and fiscal 2016, including our average occupancy percentage (number of occupied rooms as a percentage of available rooms), our average daily room rate, or ADR, and our total revenue per available room, or RevPAR, for company-owned properties:

 

 First Quarter (1)  Third Quarter(1) First Three Quarters(1) 
       Variance       Variance       Variance 
 F2017  F2016  Amt.  Pct.  F2017 F2016 Amt. Pct. F2017 F2016 Amt. Pct. 
Occupancy percentage  68.9%  65.8%  3.1 pts   4.7%
Occupancy pct.  82.0%  82.1%  -0.1pts  -0.1%  76.2%  75.8%        0.4pts  0.5%
ADR $125.92  $126.34  $(0.42)  -0.3% $164.47  $165.05  $(0.58)  -0.4% $149.75  $149.80  $(0.05)        -%
RevPAR $86.80  $83.13  $3.67   4.4% $134.85  $135.45  $(0.60)  -0.4% $114.05  $113.53  $0.52   0.5%

 

(1)These operating statistics represent averages of our eight distinct comparable company-owned hotels and resorts, branded and unbranded, in different geographic markets with a wide range of individual hotel performance. The statistics are not necessarily representative of any particular hotel or resort.

 

RevPAR increased at seventhree of our eight company-owned properties during the third quarter and first quarterthree quarters of fiscal 2017 compared to the third quarter and first quarterthree quarters of fiscal 2016. According to data received from Smith Travel Research and compiled by us in order to evaluate our results for the third quarter and first three quarters of fiscal 2017, first quarter results, comparable “upper upscale” hotels throughout the United States experienced an increasea decrease in RevPAR of 3.2%0.4% during our fiscal 2017 third quarter and an increase of 1.0% during our fiscal 2017 first quarterthree quarters compared to the same weeks last year.our fiscal 2016 first three quarters. Data received from Smith Travel Research for our various “competitive sets” – hotels identified in our specific markets that we deem to be competitors to our hotels – indicates that these hotels experienced a decrease in RevPAR of 2.9%4.8% and 4.2%, respectively, during our fiscal 2017 third quarter and first quarter.three quarters compared to our fiscal 2016 third quarter and first three quarters.

 

We believe our RevPAR increase and outperformance of the industry and our competitive setsdecrease during the firstthird quarter of fiscal 2017 was due in large part to reduced group business compared to the firstthird quarter of fiscal 20162016. A particular challenge during the fiscal 2017 third quarter was primarily the resulta decrease in group sales productivity in which an unusually high number of additionalgroups contributed less actual rooms sold than were originally booked. The reduction in group and transient business during the fiscal 2017 period,periods also resulted in small decreases in our food and beverage revenues at comparable hotels compared the same periods in fiscal 2016. As noted above, despite these challenges in group business, our change in RevPAR outperformed our competitive sets during both the third quarter and first three quarters of fiscal 2017 by 4.4 and 4.7 percentage points, respectively, as evidenced by ourwe had success replacing some of the decline in group business with an increase in occupancy percentage. non-group business.

Looking to future periods, as of the date of this report, we are encouraged by the fact that our group room revenue bookings for future periodsthe remaining period in fiscal 2017 and for fiscal 2018 - something commonly referred to in the hotels and resorts industry as “group pace” - is running slightly behindahead of our group room revenue bookings for future periods last year at this time. Our owned hotels had a slightly above-average group booking period duringBanquet and catering revenue pace for the first quarterremainder of fiscal 2017. As a result, we hope2017 has also increased compared to be able to make up the shortfall in group room revenue bookings for future periods in the coming months.last year at this time.

 

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Our ADR decreased during the firstthird quarter of fiscal 2017 compared to the firstthird quarter of fiscal 2016, because itdespite our addition in May 2017 of 29 new all-season villas at the Grand Geneva Resort & Spa. These new higher-priced units contributed to an increase in our ADR at that property. Due to the challenges in group productivity during the fiscal 2017 third quarter, we elected to accept a lower ADR in some situations to obtain additional non-group business. Our very small decrease in ADR during the first three quarters of fiscal 2017 compared to the first three quarters of fiscal 2016 was due in part to the fact that, during our fiscal 2017 first quarter, our focus was on increasing occupancy, often at the expense of ADR (it is generally more difficult to increase ADR during our slower winter season, as overall occupancy is at its lowest. As a result, our focus was on increasing occupancy during our first quarter. Despite this annual challenge, fourlowest). Three of our eight company-owned hotels reported increased ADR during the fiscal 2017third quarter and first quarter compared to the first quarter of fiscal 2016.

Excluding the negative impact of theSafeHouse Chicago and the reduction in our management company profits described above, our operating margin actually improved by approximately two percentage points during the first quarterthree quarters of fiscal 2017 compared to the third quarter and first quarterthree quarters of fiscal 2016. We believe this improvement in our operating margin at our owned hotels and resorts is due to our continued emphasis on strong cost controls, while still maintaining our high levels of customer service.

 

We currentlycontinue to expect to report changes in RevPAR increases that generally track or exceed the overall industry and local market trends in the remaining quarters of our fiscal 2017.future periods. As we noted in prior reports, the pace of the lodging industry’s growth slowed during the second half of fiscal 2016. Group business remains one of the most important segments for several of our hotels and also has an impact on our ADR. Typically, when we have substantial blocks of rooms committed to group business, we are able to raise rates with non-group business. Many reports published by those who closely follow the hotel industry suggest that the United States lodging industry will continue to achieve slightly slower but steady growth in RevPAR induring the remainder of calendar 2017.2017 and into calendar 2018. Whether the current trends in the hotel industry as a whole continue depends in large part on the economic environment in which we operate, as hotel revenues have historically tracked very closely with traditional macroeconomic statistics such as the Gross Domestic Product. We also continue to monitor hotel supply in our markets, as increased supply without a corresponding increase in demand may have a negative impact on our results.

 

OurWe believe that our hotels and resorts division operating results shouldwill continue to benefit in future periods from two current growth initiatives. We continued construction on 29the new all-season villas at the Grand Geneva Resort & Spa, and we have begun opening completed units during our fiscal 2017 second quarter. We are also preparing forSpa. In addition, the Summer 2017 expected opening of the new Omaha Marriott Downtown at The Capitol District in Omaha, Nebraska, a new hotel that we will manage and in which we hold a minority interest.interest, opened on August 8, 2017, and initial guest response to this hotel has been favorable. In addition, in September 2017, we assumed management of the Sheraton Chapel Hill Hotel in Chapel Hill, North Carolina, which will favorably impact our revenues derived from management fees. Conversely, it is possible that our newSafeHouse Chicago restaurant may continue to have some negative impact on our hotels and resorts division operating results during the next two quarters as that new property continues to increase patronage and ramp up operating efficiencies.

 

Early in the second quarter of fiscal 2017, we ceased management of the Sheraton Madison Hotel in Madison, Wisconsin and sold our 15% minority ownership interest in the property for a small gain. We do not expect this transaction to significantly impact our fiscal 2017 operating results. Early in the fourth quarter of fiscal 2017, we ceased management of The Westin® Atlanta Perimeter North in Atlanta, Georgia and sold our 11% minority interest in the property for a substantial gain. Although the loss of management fees from this hotel will have a slight negative impact on future operating results, we expect the gain from this transaction to positively impact pre-tax earnings by over $4.5 million during the fourth quarter of fiscal 2017.

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We continue to explore opportunities to monetize other selected existing owned hotels in the future. We will consider many factors as we actively review opportunities to execute this strategy, including income tax considerations, the ability to retain management, pricing and individual market considerations. ExecutionOur execution of this strategy is also dependent upon a favorable hotel transactional market, over which is currently not very active.we have limited control. In addition, we have a number of additional potential growth opportunities that we are currently evaluating. The timing and nature of the opportunities may vary and include pure management contracts, management contracts with equity, and joint venture investments.

 

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In October 2017, Joe Khairallah submitted his resignation as division President and Chief Operating Officer of Marcus Hotels and Resorts to pursue global opportunities. We are grateful for his contributions to our company during the past four years. Greg Marcus will assume operational oversight of this division as we evaluate our future leadership needs, supported by a strong and experienced senior leadership team.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Liquidity

 

Our movie theatre and hotels and resorts businesses each generate significant and consistent daily amounts of cash, subject to previously-noted seasonality, because each segment’s revenue is derived predominantly from consumer cash purchases. We believe that these relatively consistent and predictable cash sources, as well as the availability of approximately $116$64 million of unused credit lines as of the end of our fiscal 2017 firstthird quarter, will be adequate to support the ongoing operational liquidity needs of our businesses during the remainder of fiscal 2017.

 

On December 21, 2016, we entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with several purchasers, pursuant to which we issued and sold $50 million in aggregate principal amount of our 4.32% Senior Notes due February 22, 2027 (the “Notes”) in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. The sale and purchase of the Notes occurred on February 22, 2017. We used the net proceeds of the sale of the Notes to repay outstanding indebtedness and for general corporate purposes.

Interest on the Notes is payable semi-annually in arrears on the twenty-second day of February and August in each year and at maturity, commencing on August 22, 2017. The entire outstanding principal balance of the Notes will be due and payable on February 22, 2027.

The Note Purchase Agreement contains various restrictions and covenants applicable to The Marcus Corporation and certain of our subsidiaries. Among other requirements, the Note Purchase Agreement limits the amount of priority debt (as defined in the Note Purchase Agreement) for which we or our restricted subsidiaries are obligated to 20% of consolidated total capitalization (as defined in the Note Purchase Agreement), limits consolidated debt (as defined in the Note Purchase Agreement) to 65% of consolidated total capitalization (as defined in the Note Purchase Agreement) and requires us to maintain a minimum ratio of consolidated operating cash flow (as defined in the Note Purchase Agreement) to fixed charges (as defined in the Note Purchase Agreement) for each period of four consecutive fiscal quarters (determined as of the last day of each fiscal quarter) of 2.50 to 1.00.

As of March 30, 2017, the ratio of: (a) consolidated debt (as defined in the Note Purchase Agreement) to consolidated total capitalization (as defined in the Note Purchase Agreement) was 0.42; and (b) consolidated operating cash flow (as defined in the Note Purchase Agreement) to fixed charges (as defined in the Note Purchase Agreement) was 7.4. We expect to be able to meet the financial covenants contained in the Note Purchase Agreement during the remainder of fiscal 2017.

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Financial Condition

 

Net cash provided by operating activities totaled $25.9$50.9 million during the first quarterthree quarters of fiscal 2017, compared to $10.5$44.8 million during the first quarterthree quarters of the fiscal 2016. The $15.4increase of $6.1 million increase in net cash provided by operating activities was due primarily to increased net earnings and depreciation and amortization and the favorable timing in the payment of accounts payable income taxes and taxes other than income, taxes during the first quarter of fiscal 2017, partially offset by the change in deferred taxes and the unfavorable timing in the collection of accounts and notes receivable and in the payment of accrued compensation.compensation during the first three quarters of fiscal 2017.

 

Net cash used in investing activities during the first quarterthree quarters of fiscal 2017 totaled $20.5$84.6 million, compared to $13.9$40.3 million during the first quarterthree quarters of fiscal 2016. A significant contributor to the increase in net cash used in investing activities was a $12.5 million decrease in restricted cash during the first three quarters of fiscal 2016. When we sold the Hotel Phillips in October 2015, the majority of the cash proceeds were held by an intermediary in conjunction with an anticipated Internal Revenue Code §1031 like-kind exchange whereby we planned to subsequently purchase other real estate in order to defer the related tax gain on sale of the hotel. During the first three quarters of fiscal 2016, we successfully reinvested the proceeds in additional real estate within the prescribed time period and we received the cash held by the intermediary, thereby reducing restricted cash.

30

The increase in net cash used in investing activities was primarilyalso the result of increasedan increase in capital expenditures, during the first quarterpartially offset by an increase in net proceeds from disposals of fiscal 2017property, equipment and the fact that we sold an interest in a joint venture for $1.0 million during the first quarter of fiscal 2016.other assets. Total cash capital expenditures (including normal continuing capital maintenance and renovation projects) totaled $22.2$87.3 million during the first quarterthree quarters of fiscal 2017 compared to $16.5$58.1 million during the first quarterthree quarters of fiscal 2016. Approximately $8.5$23.5 million and $4.0$17.1 million, respectively, of our capital expenditures during the first three quarters of fiscal 2017 and fiscal 2016 were related to thereal estate purchases and new theatre development of previously-described new theatres.costs described above. We did not incur any acquisition-related capital expenditures during the first quarterthree quarters of fiscal 2017 or the first quarterthree quarters of fiscal 2016.

 

Fiscal 2017 first quarterthree quarters cash capital expenditures included approximately $15.8$69.5 million incurred in our theatre division, including previously-describedthe new theatre development costs described above and costs associated with theour addition of DreamLounger recliner seating, SuperScreenUltraScreen DLX andSuperScreen DLX auditorium conversions and newZaffiro’s Express,Take Five Lounge andReel Sizzle outlets to existing theatres. We also incurred capital expenditures in our hotels and resorts division during the first quarterthree quarters of fiscal 2017 of approximately $6.2$17.5 million, including costs associated with the development of our newSafeHouse Chicago location, and the previously-describedour development of new villas at the Grand Geneva Resort & Spa.Spa described above and various maintenance capital projects at our owned hotels and resorts. Fiscal 2016 first quarterthree quarters cash capital expenditures included approximately $14.4$49.5 million incurred inby our theatre division, including costs associated with theour addition of DreamLounger recliner seating, newUltraScreen DLX andSuperScreen DLX auditoriums and newZaffiro’s Express,Take Five Lounge andReel Sizzle outlets to existing theatres.theatres, as well as new theatre costs noted above. We also incurred capital expenditures in our hotels and resorts division during the first quarterthree quarters of fiscal 2016 of approximately $2.1$8.4 million, including costs associated with the renovation of theSafeHouse Milwaukee and Skirvin Hilton.

 

Net cash provided by financing activities during the first quarterthree quarters of fiscal 2017 totaled $2.1$37.0 million compared to $5.7net cash used in financing activities of $5.3 million during the first quarterthree quarters of fiscal 2016. We used excess cash during both periods to reduce our borrowings under our revolving credit facility. As short-term borrowings became due, we replaced them as necessary with new short-term borrowings. As a result, we added $79.0$254.0 million of new short-term borrowings and we made $114.0$236.5 million of repayments on short-term borrowings during the first quarterthree quarters of fiscal 2017 (net decreaseincrease in borrowings on our credit facility of $35.0$17.5 million) compared to $49.0. In conjunction with the execution of a new credit agreement in June 2016, we also paid all outstanding borrowings under our old revolving credit facility and replaced them with borrowings under our new revolving credit facility during the first three quarters of fiscal 2016. As a result, we added $250.2 million of new short-term borrowings and $34.0we made $191.2 million of repayments on short-term borrowings made during the first quarterthree quarters of fiscal 2016 (net increase in borrowings on our credit facility of $15.0$59.0 million).

 

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ProceedsWe received proceeds from the issuance of long-term debt totaledtotaling $65.0 million during the first quarterthree quarters of fiscal 2017, and includedincluding the proceeds from our issuance of $50 million of senior notes described above.in February 2017. In addition, we repaid a mortgage note that matured in January 2017 with a balance of $24.2 million as of December 29, 2016 during the first quarterthree quarters of fiscal 2017 and replaced it with borrowings under our revolving credit facility and the issuance of a $15.0 million mortgage note bearing interest at LIBOR plus 2.75%, requiring monthly principal and interest payments and maturing in fiscal 2020. PrincipalWe made principal payments on long-term debt were $24.4totaling $35.9 million during the first quarterthree quarters of fiscal 2017 (including the mortgage note repayment described above) compared to payments of $1.5$51.9 million during the first quarterthree quarters of fiscal 2016. Fiscal 2016 repayments included our repayment of a $37.2 million term loan from our prior credit agreement. Our debt-to-capitalization ratio (excluding our capital lease obligations) was 0.44 at September 28, 2017 and 0.42 at March 30, 2017 and December 29, 2016.

 

We repurchased approximately 64029,000 shares of our common stock for approximately $20,000$850,000 in conjunction with the exercise of stock options during the first quarterthree quarters of fiscal 2017, compared to 257,000331,000 shares repurchased for approximately $4.7$6.3 million in the open market or in conjunction with the exercise of stock options during the first quarterthree quarters of fiscal 2016. As of March 30,September 28, 2017, approximately 2.9 million shares remained available for repurchase under prior Board of Directors repurchase authorizations. We expect that we will execute any future repurchases on the open market or in privately-negotiated transactions, depending upon a number of factors, including prevailing market conditions.

 

DividendWe made dividend payments during the first quarterthree quarters of fiscal 2017 totaled $3.4totaling $10.1 million compared to dividend payments of $3.0$9.0 million during the first quarterthree quarters of fiscal 2016. The increase in dividend payments was the result of an 11.1% increase in our regular quarterly dividend payment initiated in March 2017. During the first quarterthree quarters of fiscal 2016, we made distributions to noncontrolling interests of $312,000,$448,000, compared to none during the first quarterthree quarters of fiscal 2017.

 

We previously indicated that we expectedbelieve our full-yeartotal capital expenditures for fiscal 2017 capital expenditures, including potential purchaseswill approximate $105-$115 million, barring our pursuance of interests in joint ventures (but excluding any significant unidentified acquisitions), to begrowth opportunities that could arise in the $100-$120 million range. We are still finalizingremaining months and depending upon the scope and timing of our payments on several of the various projects requestedincurred by our two divisions, but at this time, we are not adjusting this estimate.divisions. Some of theseour payments on projects undertaken during fiscal 2017 may carry over to the next fiscal year.2018. The actual timing and extent of the implementation of all of our current expansion plans will depend in large part on industry and general economic conditions, our financial performance and available capital, the competitive environment, evolving customer needs and trends, and the availability of attractive opportunities. It is likely that our plans will continue to evolve and change in response to these and other factors.

 

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

 

We have not experienced any material changes in our market risk exposures since December 29, 2016.

 

Item 4.Controls and Procedures

 

a.Evaluation of disclosure controls and procedures

 

Based on their evaluations and the evaluation of management, as of the end of the period covered by this Quarterly Report on Form 10-Q, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

 

b.Changes in internal control over financial reporting

 

There were no significant changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15 of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

Item 1A.Risk Factors

 

Risk factors relating to us are contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 29, 2016. No material change to such risk factors has occurred during the 1339 weeks ended March 30,September 28, 2017.

 

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Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

The following table sets forth information with respect to purchases made by us or on our behalf of our Common Stock during the periods indicated. All of these repurchases were made in conjunction with the exercise of stock options andand/or the purchase of shares in the open market and pursuant to the publicly announced repurchase authorization described below.

 

Period Total Number of
Shares
Purchased
  Average Price
Paid per Share
  Total Number of
Shares
Purchased as
Part of Publicly
Announced
Programs (1)
  Maximum
Number of
Shares that May
Yet be Purchased
Under the Plans
or Programs (1)
 
December 30 – January 26  616  $31.90   616   2,897,704 
January 27 – February 23           2,897,704 
February 24 – March 30  25   31.05   25   2,897,679 
Total  641  $31.87   641   2,897,679 
Period Total Number of
Shares 
Purchased
  Average Price
Paid per Share
  Total Number of
Shares
Purchased as
Part of Publicly
Announced
Programs (1)
  Maximum
Number of
Shares that May
Yet be Purchased
Under the Plans
or Programs (1)
 
June 30 – July 27  1,532 $ 29.55   1,532   2,888,094 
July 28 – August 31           2,888,094 
September 1 – September 28  18,672   27.64   18,672   2,869,422 
Total  20,204 $27.78   20,204   2,869,422 

 

(1)Through March 30,September 28, 2017, our Board of Directors had authorized the repurchase of up to approximately 11.7 million shares of our outstanding Common Stock. Under these authorizations, we may repurchase shares of our Common Stock from time to time in the open market, pursuant to privately negotiated transactions or otherwise. As of March 30,September 28, 2017, we had repurchased approximately 8.8million shares of our Common Stock under these authorizations. The repurchased shares are held in our treasury pending potential future issuance in connection with employee benefit, option or stock ownership plans or other general corporate purposes. These authorizations do not have an expiration date.

 

Item 4.Mine Safety Disclosures

 

Not applicable.

Not applicable.

 

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Item 6.Exhibits

 

4.131.1Note Purchase Agreement, dated as of December 21, 2016, by and among The Marcus Corporation and the several purchasers listed in Schedule A attached thereto. [Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated February 22, 2017.]
31.1Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
31.2Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
32Written Statement of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350.
  
101The following materials from The Marcus Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 30,September 28, 2017 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, and (v) the Condensed Notes to Consolidated Financial Statements.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

THE MARCUS CORPORATION

 

DATE:  May 9,November 7, 2017By:/s/ Gregory S. Marcus
  Gregory S. Marcus
President and Chief Executive Officer
   
DATE:  May 9,November 7, 2017By:/s/ Douglas A. Neis
  Douglas A. Neis
Chief Financial Officer and Treasurer

 

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