FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended November 9, 1995
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________to_______________
Commission file number 1-12604
THE MARCUS CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1139844
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
250 EAST WISCONSIN AVENUE - MILWAUKEE, WISCONSIN 53202
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (414) 272-6020
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 12, 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.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
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 AT DECEMBER 13, 1995 - 10,577,074
CLASS B COMMON STOCK OUTSTANDING AT DECEMBER 13, 1995 - 9,062,935
<PAGE>
THE MARCUS CORPORATION
INDEX
Page
No.
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Balance Sheets
(November 9, 1995 and May 25, 1995) . . . 3
Statements of Earnings
(Twelve and twenty-four weeks ended
November 9, 1995 and November 10, 1994) . 5
Statements of Cash Flows
(Twenty-four weeks ended November 9, 1995
and November 10, 1994) . . . . . . . . . . 6
Condensed Notes to Financial Statements . 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . 8
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . 13
Signatures . . . . . . . . . . . . . . . . . . . . 14
<PAGE>
PART I - Financial Information
Item 1. Financial Statements
THE MARCUS CORPORATION
Consolidated Balance Sheets
November 9, May 25,
ASSETS 1995 1995
CURRENT ASSETS: (unaudited)
Cash and cash equivalents $ 13,833,000 $ 8,798,000
Accounts and notes receivable 8,231,000 6,166,000
Receivables from joint ventures 3,004,000 1,861,000
Other current assets 3,612,000 4,817,000
------------ ------------
Total current assets 28,680,000 21,642,000
----------- -----------
PROPERTY AND EQUIPMENT:
Land and improvements 56,607,000 54,740,000
Buildings and improvements 306,861,000 290,219,000
Leasehold improvements 5,742,000 7,562,000
Furniture, fixtures and equipment 137,504,000 128,035,000
Construction in progress 8,905,000 27,434,000
------------ ------------
Total property and equipment 515,619,000 507,990,000
Less accumulated depreciation and
amortization 140,561,000 133,706,000
----------- -----------
Net property and equipment 375,058,000 374,284,000
OTHER ASSETS:
Investment in and advances to joint
ventures 896,000 629,000
Other 8,602,000 10,527,000
------------ ------------
Total other assets 9,498,000 11,156,000
------------ ------------
TOTAL ASSETS $413,236,000 $407,082,000
=========== ===========
See accompanying notes to consolidated financial statements
<PAGE>
THE MARCUS CORPORATION
Consolidated Balance Sheets
November 9, May 25,
LIABILITIES AND SHAREHOLDERS' EQUITY 1995 1995
CURRENT LIABILITIES: (unaudited)
Notes payable $ 5,063,000 $ 4,452,000
Accounts payable 7,432,000 17,886,000
Income taxes 8,342,000 2,069,000
Taxes other than income taxes 10,442,000 9,091,000
Accrued compensation 2,714,000 1,458,000
Other accrued liabilities 8,005,000 8,052,000
Current maturities on long-term debt 6,913,000 9,245,000
------------ ------------
Total current liabilities 48,911,000 52,253,000
------------ ------------
LONG-TERM DEBT 97,560,000 116,364,000
DEFERRED INCOME TAXES 20,750,000 19,957,000
DEFERRED COMPENSATION AND OTHER 4,517,000 4,044,000
SHAREHOLDERS' EQUITY
Preferred Stock, $1 par; authorized
1,000,000 shares; none issued
Common Stock, $1 par; authorized
30,000,000 shares; issued 7,527,068
shares at November 9, 1995, 7,522,368
shares at May 25, 1995 7,527,000 7,522,000
Class B Common Stock, $1 par; authorized
20,000,000 shares; issued 6,064,252
shares at November 9, 1995, 6,068,952
shares at May 25, 1995 6,064,000 6,069,000
Capital in excess of par 45,175,000 45,154,000
Retained earnings 186,566,000 159,675,000
----------- -----------
245,332,000 218,420,000
Less cost of treasury stock
Common stock - 507,905 shares at
November 9, 1995 and 525,847
shares at May 25, 1995 3,834,000 3,956,000
------------ ------------
Total shareholders' equity 241,498,000 214,464,000
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $413,236,000 $407,082,000
=========== ===========
See accompanying notes to consolidated financial statements
<PAGE>
THE MARCUS CORPORATION
Consolidated Statements of Earnings
(unaudited)
November 9, 1995 November 10, 1994
12 Weeks 24 Weeks 12 Weeks 24 Weeks
Revenues:
Rooms and telephone $ 33,614,000 $ 70,626,000 $29,467,000 $ 61,173,000
Theatre operations 10,033,000 28,890,000 9,228,000 26,666,000
Food and beverage 10,657,000 22,523,000 22,673,000 46,010,000
Other income 4,782,000 10,615,000 3,371,000 7,240,000
---------- ----------- ---------- -----------
59,086,000 132,654,000 64,739,000 141,089,000
---------- ----------- ---------- -----------
Costs and Expenses:
Rooms and telephone 11,780,000 23,794,000 10,433,000 21,036,000
Theatre operations 6,077,000 17,324,000 5,903,000 16,124,000
Food and beverage 7,614,000 15,920,000 17,262,000 34,733,000
Advertising and
marketing 3,550,000 6,874,000 3,482,000 7,433,000
Administrative 6,256,000 13,615,000 6,132,000 12,535,000
Depreciation and
amortization 5,599,000 11,474,000 5,443,000 10,641,000
Rent 509,000 1,528,000 1,618,000 2,979,000
Property taxes 2,097,000 4,300,000 2,205,000 4,468,000
Other costs and
expenses 3,265,000 6,059,000 1,792,000 3,499,000
---------- ----------- ---------- ----------
46,747,000 100,888,000 54,270,000 113,448,000
---------- ----------- ---------- -----------
Operating income 12,339,000 31,766,000 10,469,000 27,641,000
Other income (loss):
Investment income 886,000 1,673,000 513,000 1,021,000
Interest expense (2,399,000) (4,933,000) (1,844,000) (4,054,000)
Gain on disposal of
property and
equipment 462,000 25,069,000 125,000 117,000
---------- ---------- ---------- ----------
(1,051,000) 21,809,000 (1,206,000) (2,916,000)
---------- ---------- ---------- ----------
Earnings before income
taxes 11,288,000 53,575,000 9,263,000 24,725,000
Income taxes 4,697,000 21,674,000 3,760,000 10,132,000
---------- ---------- ---------- ----------
Net earnings $ 6,591,000 $ 31,901,000 $ 5,503,000 $ 14,593,000
========= ========== ========== ==========
Net earnings per
weighted average
share of Common Stock
and Class B Common
Stock $0.33 $1.61* $0.28 $0.74
==== ===== ==== =====
* Includes a one time gain of $0.75, net of tax, on the disposition of
certain restaurant locations.
Weighted average shares
outstanding 19,774,500 19,762,500 19,701,000 19,698,000
Dividends per Share
Common Stock - $0.27 - $0.23
Class B Common Stock - $0.24 - $0.21
See accompanying notes to consolidated financial statements
<PAGE>
THE MARCUS CORPORATION
Consolidated Statements of Cash Flows
For the Twenty-Four Weeks Ended November 9, November 10,
(unaudited) 1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $31,901,000 $14,593,000
Adjustments to reconcile net
earnings to cash provided by
operating activities:
Earnings on investments in joint
ventures (213,000) (207,000)
Gain on disposals of property and
equip. (25,069,000) (117,000)
Depreciation and amortization 11,474,000 10,641,000
Deferred tax provision 793,000 390,000
Deferred compensation and other 473,000 349,000
Changes in assets and liabilities:
Accounts and notes receivable (3,208,000) (2,020,000)
Other current assets 1,205,000 (464,000)
Accounts and notes payable (9,843,000) (4,876,000)
Income taxes 6,273,000 3,974,000
Taxes other than income taxes 1,351,000 1,656,000
Accrued compensation 1,256,000 1,458,000
Other accrued liabilities (47,000) 822,000
---------- ----------
Net cash provided by operating
activities 16,346,000 26,199,000
---------- ---------
CASH FLOW FROM INVESTING ACTIVITIES:
Additions to property and equipment (36,709,000) (34,165,000)
Proceeds from disposals of property
and equip 49,530,000 779,000
Investments in joint ventures (329,000) (250,000)
Decrease in other assets 1,925,000 2,213,000
Cash received from joint ventures 275,000 459,000
---------- -----------
Net cash provided by (used in)
investing activities 14,692,000 (30,964,000)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt transactions:
Proceeds from issuance of
long-term debt -- 8,726,000
Principal payments on long-term
debt (21,136,000) (3,431,000)
Equity transactions:
Treasury stock transactions
(except for stock options) (104,000) 2,000
Exercise of stock options 247,000 110,000
Cash dividend paid (5,010,000) (4,239,000)
----------- ----------
Net cash (used in) provided by
financing activities (26,003,000) 1,168,000
----------- ----------
CASH AND CASH EQUIVALENTS;
Net increase (decrease) during
period 5,035,000 (3,597,000)
Beginning balance 8,798,000 9,974,000
---------- ----------
Ending balance $13,833,000 $ 6,377,000
========== ==========
See accompanying notes to consolidated financial statements
<PAGE>
THE MARCUS CORPORATION
CONDENSED NOTES TO FINANCIAL STATEMENTS FOR THE
TWELVE AND TWENTY-FOUR WEEKS ENDED
NOVEMBER 9, 1995
(Unaudited)
A. Refer to the Company's audited financial statements (including
footnotes) for the year ended May 25, 1995, contained in the Company's
Form 10-K Annual Report for such year, for a description of the
Company's accounting policies.
B. The consolidated financial statements for the twelve and twenty-four
weeks ended November 9, 1995 and November 10, 1994, have been prepared
by the Company without audit. In the opinion of management, all
adjustments consisting only of normal recurring accruals necessary to
present fairly the unaudited interim financial information at November
9, 1995, and for all periods presented have been made.
C. Pursuant to an asset purchase agreement dated April 12, 1995, the
Company completed the sale of its 18 existing Applebee's Neighborhood
Grill & Bar restaurants (Applebee's), two Applebee's under
construction, five Applebee's under development and its development
rights for Applebee's to Apple South, Inc. (the Purchaser). On June
5, 1995, the Company entered into a management agreement with the
Purchaser, whereby the Purchaser commenced to immediately manage,
operate and assume all of the Company's existing operating and
development responsibilities related to the Company's Applebee's
restaurant operations. The Purchaser received all profits of the
restaurants between June 5, 1995 and June 30, 1995, as reimbursement
for its management service. On June 30, 1995, proceeds from the sale
of approximately $48.3 million were received by the Company in cash.
D. The Company's Board of Directors declared a three-for-two stock split,
effected in the form of a 50% stock dividend, distributed on November
14, 1995, to all holders of Common Stock and Class B Common Stock.
All per share and weighted average shares outstanding data prior to
November 14, 1995, have been adjusted to reflect this dividend.
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition
RESULTS OF OPERATION
General
The Company reports its results of operations on a 52-or 53-week
fiscal year which ends on the last Thursday in May. Each fiscal year is
divided into three 12-week quarters and a final quarter consisting of 16
or 17 weeks. The final quarter of fiscal 1996 will consist of 17 weeks
for the Company and its theatre division, while the Company's remaining
divisions will report a 16-week fourth quarter. The Company and all of
its divisions reported a 52-week year in fiscal 1995.
Revenues for the second quarter of fiscal 1996 ended November 9, 1995
totaled $59.1 million dollars, a decrease of $5.6 million, or 8.7%, from
revenues of $64.7 million for the second quarter of fiscal 1995. For the
first half of fiscal 1996 revenues were $132.7 million, a decrease of $8.4
million, or 6.0%, from revenues of $141.1 million in the first half of
fiscal 1995. The decline in revenues in the fiscal 1996 periods from the
prior year's periods, which was anticipated by the Company, was due to the
loss of $11.9 million and $23.8 million in restaurant division revenues
for the fiscal 1996 second quarter and first half, respectively, from the
Company's June 1995 sale of its Applebee's restaurants and the Company's
disposition through lease of its 11 Marc's Cafe & Coffee Mill restaurants
in February 1995. However, as described below, the loss of revenues from
the disposition of its Applebee's and Marc's Cafe & Coffee Mill
restaurants was partially offset by increased 1996 comparative period
revenues in all of the Company's other divisions.
Net earnings for the second quarter of fiscal 1996 were $6.6 million,
or $0.33 per share, a 19.8% and 17.9% respective increase from net
earnings of $5.5 million, or $0.28 per share, for the second quarter of
fiscal 1995. For the first half of fiscal 1996 earnings from ongoing
operations were $17.1 million, or $0.86 per share, excluding the after-tax
gain of $14.8 million, or $0.75 per share, resulting from the Company's
sale of its Applebee's restaurants and related rights. This represented a
respective 17.1% and 16.2% increase from net earnings of $14.6 million, or
$0.74 per share, in the first half of fiscal 1995. Including the gain
from the Applebee's sale, net earnings were $31.9 million, or $1.61 per
share, for the first half of fiscal 1996. All earnings per share data
have been adjusted to reflect the three-for-two stock split effected in
the form of a 50% stock dividend on November 14, 1995.
Motels
Total revenues for the second quarter of fiscal 1996 for the motel
division were $27.9 million, an increase of $3.3 million, or 13.6%,
compared to $24.6 million in the same period in fiscal 1995. The motel
division's operating income for the fiscal 1996 second quarter totaled
$5.5 million, an increase of $529,000, or 10.6%, over the $5.0 million
earned by the division in the same period in fiscal 1995. Total revenues
for the first half of fiscal 1996 for the motel division were $58.4
million, an increase of $7.8 million, or 15.4%, compared to $50.6 million
in the same period in fiscal 1995. The motel division's operating income
for the first half of fiscal 1996 totaled $13.7 million, an increase of
$2.1 million, or 18.6%, over the $11.6 million earned by the division in
the same period in fiscal 1995.
Compared to the end of the second quarter of fiscal 1995, there were
eight new Company-owned and eight new franchised Budgetel Inns in
operation at the end of the fiscal 1996 second quarter. These new
facilities contributed additional revenues of $1.6 million to the
division's fiscal 1996 second quarter revenues. Occupancy and average
daily room rates at the Company's continuing motels during the fiscal 1996
periods remained consistent with the strong results of last year's
comparative periods as the Company continued to benefit from strong
consumer demand in the lodging industry. At the end of the second
quarter, the Company operated 117 Budgetel Inns, of which 87 were Company-
owned and 30 were franchised, compared to a total of 101 Budgetel Inns at
the end of last year's second quarter (79 Company-owned and 22
franchised). The Company is continuing to pursue an aggressive expansion
program for its Budgetel Inns and currently plans to open up to an
additional 17 new Company-owned or franchised Budgetel Inns during the
remainder of fiscal 1996. The Company also owns and operates three
Woodfield Suite all-suite motels and is currently developing two
additional Woodfield Suites.
Theatres
The theatre division's fiscal 1996 second quarter revenues were $10.1
million, an increase of $700,000, or 7.5%, over revenues of $9.4 million
in the same period in fiscal 1995. Operating income for the second
quarter in fiscal 1996 was $1.1 million, an increase of $412,000, or
60.7%, over operating income of $679,000 in the same prior year period.
The theatre division's fiscal 1996 first half revenues were $29.0 million,
an increase of $2.2 million, or 8.0%, over revenues of $26.8 million in
the same period in fiscal 1995. Operating income for the first half of
fiscal 1996 was $5.5 million, an increase of $609,000, or 12.4%, over $4.9
million in the same prior year period. Consistent with the seasonality of
the motion picture exhibition industry, the second quarter of the
Company's fiscal year is typically the slowest period for its theatre
division. In November, the division opened a new ten-plex theatre in
Orland Park, Illinois and construction is underway on two eight-plexes in
Appleton and New Berlin, Wisconsin. Plans are also underway to construct
a new 20-screen theatre in Addison, Illinois. Scheduled to open in the
fall of 1996, the Addison 20-plex will be the Chicago area's and the
Company's largest movie theatre complex.
Total box office receipts for the fiscal 1996 first half were $20.3
million, an increase of $1.1 million, or 5.9%, from $19.2 million in the
same period in the prior year. Box office receipts increased for the
first half of fiscal 1996 compared to the prior year's first half due to
the operation of two new eight-plex theatres, together with a 5.5%
increase in average ticket prices and a 11.2% increase in vending revenues
per person. Four screens were closed from last year's second quarter,
resulting in a nominal loss of revenues and improved operating income from
last year's second quarter. The Company operated 204 total screens during
the second quarter of fiscal 1996 compared to 189 during last year's
second quarter. The additional screens in operation during the quarter
allowed over-all theatre attendance to increase slightly during the first
half of 1996 compared to the fiscal 1995 first half. Theatre attendance
is largely dependent upon the audience appeal of available films, a factor
over which the Company has limited control. During the first half of
fiscal 1996, attendance was flat due to the relatively small number of
"blockbuster" movies.
Hotels and Resorts
Total revenues from the hotels and resorts division during the second
quarter of fiscal 1996 increased by $2.1 million, or 16.7%, to $14.8
million, compared to $12.7 million in the previous year's comparable
period. Operating income increased by $288,000, or 25.2%, to $1.4 million
in the fiscal 1996 second quarter, compared to $1.1 million in the prior
fiscal year's second quarter. Total revenues from the hotels and resorts
division during the first half of fiscal 1996 increased by $5.5 million,
or 21.1%, to $31.5 million, over $26.0 million in the previous year's
comparable period. Operating income increased by $1.6 million in the
first half of fiscal 1996, or 54.7%, to $4.5 million, compared to $2.9
million in the prior fiscal year's first half.
Substantially improved occupancy and room rates at the Grand Geneva
Resort & Spa were the primary reasons for the increases in the fiscal 1996
periods compared to the prior year's periods, together with improved
occupancy rates and average room rates at the Milwaukee Hilton (formerly
the Marc Plaza), which reopened in June 1995 after extensive renovation
and restoration. Pre-opening costs for the Milwaukee Hilton, which are
being amortized over a one-year period which began in the first quarter of
fiscal 1996, reduced otherwise stronger operating profits.
Restaurants
Restaurant division revenues totaled $6.0 million for the fiscal 1996
second quarter, a decrease of $12.1 million, or 66.9%, from $18.1 million
in the same period in fiscal 1995. The division's operating loss for the
fiscal 1996 second quarter was $383,000, compared to operating income of
$88,000 in the second quarter of the prior year. Restaurant division
revenues totaled $13.3 million for the fiscal 1996 first half, a decrease
of $24.2 million, or 64.5%, from $37.5 million in the same period in
fiscal 1995. The division's operating loss in the first half of fiscal
1996 was $751,000, compared to operating income of $916,000 in the first
half of fiscal 1995. The decreased revenues in both fiscal 1996 periods
were virtually all due to the disposition or closure of 38 restaurants
since last year's second quarter, as well as decreased revenues in the
fiscal 1996 periods recognized by the Company's KFC restaurants.
Operating results in both fiscal 1996 periods declined due primarily to
the sale of the Company's profitable Applebee's restaurants.
The Company's KFC restaurants experienced a 4.9% decrease in revenues
and a 44.0% decrease in operating profits during the fiscal 1996 second
quarter compared to the prior year's second quarter. For the first half
of fiscal 1996, the Company's KFC restaurants experienced a 3.7% decrease
in revenues and a 49.1% decrease in operating profit compared to the same
fiscal 1995 period. The decreased results between comparative periods
were the result of increased operating expenses, including significantly
higher chicken costs, and special lower priced promotions, together with
the loss of $252,000 in revenues from the closure of four underperforming
KFC restaurants since last year's second quarter. Although guest counts
increased 2% at same-store KFCs during the first half of fiscal 1996
compared to the first half of fiscal 1995, average check amounts decreased
1% because of lower priced promotions.
FINANCIAL CONDITION
The Company's lodging, movie theatre and restaurant businesses each
generate significant and consistent daily amounts of cash because each
segment's revenue is derived predominantly from consumer cash purchases.
The Company believes that these consistent and predictable cash sources,
together with the availability to the Company of $45 million in unused
credit lines at the end of the first quarter, should be adequate to
support the ongoing operational liquidity needs of the Company's
businesses.
Net cash provided by operating activities decreased by $9.9 million
during the first half of fiscal 1996 to $16.3 million, compared to $26.2
million in the prior year's first half. The primary cause of this
decrease was a decrease in accounts and notes payable caused by timing
differences in payments to vendors and increased income tax expense
related to the gain on disposals of property and equipment.
As a result of receiving $49.5 million in net cash proceeds from the
disposition of property and equipment, including the sale of its
Applebee's restaurants and related rights, the Company's investing
activities generated a positive cash flow of $14.7 million during the
first half of fiscal 1996, compared to a net use of $31.0 million in the
fiscal 1995 first half. Capital expenditures to support the Company's
continuing expansion program totalled $36.7 million in the first half of
fiscal 1996 compared to $34.2 million in the prior year's first half.
Net cash used in financing activities increased to $26.0 million in
the first half of fiscal 1996, compared to $1.2 million of net cash
provided by financing activities in the first half of fiscal 1995. During
the fiscal 1996 first half, the Company paid $21.1 million of principal
payments on long-term debt (as a result of its receipt of cash from its
Applebee's sale), compared to $3.4 million in the prior year's first half,
and made dividend payments of $5.0 million compared to $4.2 million during
the prior year's first half. The Company did not issue any new debt
during the fiscal 1996 first half compared to $8.7 million of new debt
issued in the first half of fiscal 1995.
The Company's continuing expansion plans are being funded from cash
generated from operations, the funds received by the Company from the
prior sale of its Applebee's restaurants and other facilities, and
additional bank debt. The actual timing and extent of the implementation
of the Company's current expansion plans will depend in large part on
continuing favorable industry and general economic conditions, the
competitive environment, evolving customer needs and trends and the
availability of attractive opportunities. It is likely that the Company's
current expansion goals will continue to evolve and change in response to
these and other factors.
The Company currently has one interest rate swap agreement in the
notional amount of $15.0 million. This agreement is not material to the
Company's financial condition.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company's 1995 annual meeting of shareholders was held on Thursday,
September 28, 1995 ("Annual Meeting"). At the Annual Meeting, the
following matters were voted on in person or by proxy, and approved by the
Company's shareholders:
1. The shareholders voted to elect Ben Marcus, Stephen H. Marcus, Diane
Marcus Gershowitz, George R. Slater, Lee Sherman Dreyfus, John L.
Murray, Daniel F. McKeithan, Jr., Allan H. Selig and Timothy E.
Hoeksema to the Company's Board of Directors for one-year terms to
expire at the Company's 1996 annual meeting of shareholders and
until their successors are duly qualified and elected.
2. The shareholders voted to approve and ratify the Company's 1995
Equity Incentive Plan.
As of the August 11, 1995 record date for the Annual Meeting ("Record
Date"), 10,513,709 shares of Common Stock and 9,103,428 shares of Class B
Common Stock were outstanding and eligible to vote, with the Common Stock
entitled to one vote per share and the Class B Common Stock entitled to
ten votes per share. Following are the final votes on the matters
presented for shareholder approval at the Annual Meeting:
Election of Directors
For Withheld
Name Votes Percentage Votes Percentage
(1) (1)
Ben Marcus 89,036,633 99.41% 532,415 0.59%
Stephen H. Marcus 89,553,698 99.98% 15,350 0.02%
Diane Marcus
Gershowitz 89,553,615 99.98% 15,432 0.02%
George R. Slater 89,552,499 99.98% 16,548 0.02%
Lee Sherman Dreyfus 89,549,649 99.98% 19,398 0.02%
John L. Murray 89,552,784 99.98% 16,263 0.02%
Daniel F.
McKeithan, Jr. 89,553,422 99.98% 15,626 0.02%
Allan H. Selig 89,548,400 99.98% 20,648 0.02%
Timothy E. Hoeksema 89,553,347 99.98% 15,701 0.02%
--------------------
(1) Based on a total of 89,569,047 votes represented by shares of Common
Stock and Class B Common Stock actually voted in person or by proxy at
the Annual Meeting.
<TABLE>
1995 Equity Incentive Plan
<CAPTION>
Total
Total Total Votes Percentage Total
Total Votes Percentage Voted Voted Total Votes Percentage
Voted For Voted For(1) Against Against(1) Abstained Abstained(1)
<S> <C> <C> <C> <C> <C> <C>
Combined Common
Stock and Class B
Common Stock Vote 86,880,519 97.00% 514,064 0.57% 301,187 0.34%
<FN>
-----------------
(1) Based on a total of 89,569,047 votes represented by shares of Common
Stock and Class B Common Stock actually voted in person or by proxy at
the Annual Meeting.
</TABLE>
No other matters were brought before the Annual Meeting for a shareholder
vote.
The foregoing share and vote data has been adjusted for the three-for-
two stock split effected in the form of a 50% stock dividend on November
14, 1995.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 27. Financial Data Schedule
b. Reports on Form 8-K
None.
<PAGE>
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
(Registrant)
DATE: December 22, 1995
By: \s\ Stephen H. Marcus
Stephen H. Marcus,
Chairman of the Board, President and Chief
Executive Officer
DATE: December 22, 1995
By: \s\ Kenneth A. MacKenzie
Kenneth A. MacKenzie
Chief Financial Officer and Treasurer
<PAGE>
THE MARCUS CORPORATION
FORM 10-Q
FOR
24 - WEEKS ENDED NOVEMBER 9, 1995
EXHIBIT INDEX
Exhibit Description
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCUS
CORPORATION'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-30-1996
<PERIOD-START> MAY-26-1995
<PERIOD-END> NOV-09-1995
<CASH> 13,833,000
<SECURITIES> 0
<RECEIVABLES> 8,231,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 28,680,000
<PP&E> 515,619,000
<DEPRECIATION> 140,561,000
<TOTAL-ASSETS> 413,236,000
<CURRENT-LIABILITIES> 48,911,000
<BONDS> 97,560,000
13,951,000
0
<COMMON> 0
<OTHER-SE> 231,233,000
<TOTAL-LIABILITY-AND-EQUITY> 413,236,000
<SALES> 122,039,000
<TOTAL-REVENUES> 132,654,000
<CGS> 57,038,000
<TOTAL-COSTS> 100,888,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,933,000
<INCOME-PRETAX> 53,575,000
<INCOME-TAX> 21,674,000
<INCOME-CONTINUING> 31,901,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 31,901,000
<EPS-PRIMARY> 1.61
<EPS-DILUTED> 1.61
</TABLE>
