MARCUS CORP
10-Q, 1997-03-24
HOTELS & MOTELS
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                                    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 February 6, 1997

   []   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 MARCH 17, 1997 - 10,899,193
   CLASS B COMMON STOCK OUTSTANDING AT MARCH 17, 1997 - 8,808,632

   <PAGE>

                             THE MARCUS CORPORATION

                                      INDEX


                                                               Page 
                                                               No. 

    PART I - FINANCIAL INFORMATION
         Item 1.   Consolidated Financial Statements:

                   Balance Sheets
                   (February 6, 1997 and May 30, 1996)  . . .    3

                   Statements of Earnings
                   (Twelve and thirty-six weeks ended 
                   February 6, 1997 and February 1, 1996) . .    5
                   Statements of Cash Flows
                   (Thirty-six weeks ended 
                   February 6, 1997 and February 1, 1996) . .    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 6.   Exhibits . . . . . . . . . . . . . . . . .   13

              Signatures  . . . . . . . . . . . . . . . . . .   14

   <PAGE>

                         PART 1 - FINANCIAL INFORMATION

   Item 1. Financial Statements

   THE MARCUS CORPORATION
   Consolidated Balance Sheets

                                                   (in thousands)
                                                (Unaudited) (Audited)
                                                  Feb. 6      May 30, 
                                                   1997        1996   
   ASSETS
   Current Assets:
     Cash and cash equivalents                    $ 20,966  $ 15,466
     Accounts and notes receivable                   6,934     8,780
     Receivables from joint ventures                   426     4,890
     Other current assets                            3,541     2,463
                                                  --------  --------
       Total current assets                         31,867    31,599

   Property and equipment:
     Land and improvements                          66,513    60,177
     Buildings and improvements                    389,124   329,458
     Leasehold improvements                          7,991     5,688
     Furniture, fixtures and equipment             152,479   137,305
     Construction in progress                       12,235    22,336
                                                  --------  --------
       Total property and equipment                628,342   554,964
     Less accumulated depreciation 
          and amortization                         157,760   143,401
                                                  --------  --------
       Net property and equipment                  470,582   411,563

   Other assets:
     Investments in joint ventures                   1,158     1,295
     Other                                          13,317    10,858
                                                  --------  --------
       Total other assets                           14,475    12,153
                                                  --------  --------

   TOTAL ASSETS                                   $516,924  $455,315
                                                  --------  --------

   See accompanying notes to consolidated financial statements.

   <PAGE>

   THE MARCUS CORPORATION
   Consolidated Balance Sheets

                                                          
                                                    (in thousands)       
                                                 (Unaudited) (Audited)
                                                    Feb. 6,   May 30, 
                                                     1997      1996  
   LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities:
     Notes payable                                $  4,517  $  5,555
     Accounts payable                                8,620    15,646
     Income taxes                                    5,582     1,393
     Taxes other than income taxes                   7,805     8,323
     Accrued compensation                            2,624     1,380
     Other accrued liabilities                      11,664     9,352
     Current maturities on long-term debt           12,120     9,069
                                                  --------  --------
       Total current liabilities                    52,932    50,718

   Long-term debt                                  167,680   127,135

   Deferred income taxes                            20,211    20,027

   Deferred compensation and other                   5,458     6,187

   Shareholders' equity:
     Preferred Stock, $1 par; authorized 
          1,000,000 shares; none issued
     Common Stock, $1 par; authorized 
          30,000,000 shares; issued 
          11,577,435 shares at 
          February 6, 1997, 11,529,962 
          shares at May 30, 1996                    11,577    11,530
     Class B Common Stock, $1 par; 
          authorized 20,000,000 shares; 
          issued and outstanding 8,809,132 
          at February 6, 1997, 8,856,605 
          at May 30, 1996                            8,809     8,857
     Capital in excess of par                       38,953    38,832
     Retained earnings                             214,938   195,643
                                                  --------  --------
                                                   274,277   254,862
     Less cost of Common Stock in treasury 
          (709,241 shares at February 6, 1997 
          and 718,352 shares at May 30, 1996)        3,634     3,614
                                                  --------  --------
       Total shareholders' equity                  270,643   251,248
                                                  --------  --------
   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $516,924  $455,315
                                                  --------  --------

   See accompanying notes to consolidated financial statements.

   <PAGE>

   <TABLE>
   THE MARCUS CORPORATION
   Consolidated Statements of Earnings (Unaudited)

   <CAPTION>
                                             (in thousands, except per share and share data) 
                                              February 6, 1997            February 1, 1996  
                                           12 weeks      36 weeks       12 Weeks     36 Weeks

   <S>                                    <C>            <C>            <C>          <C>
   Revenues:
     Rooms and telephone                  $ 28,577       $105,727       $ 24,827     $ 95,453
     Food and beverage                       9,440         31,987          8,176       30,699
     Theatre operations                     21,207         53,571         15,549       44,439
     Other income                            3,982         14,573          3,296       12,786
                                         ---------      ---------      ---------     --------
   Total revenues                           63,206        205,858         51,848      183,377

   Costs and expenses:
     Rooms and telephone                    12,687         39,068         11,024       34,818
     Food and beverage                       7,398         23,222          6,615       22,535
     Theatre operations                     13,188         33,340          9,564       26,888
     Advertising and marketing               4,298         13,404          3,169       10,043
     Administrative                          5,585         17,713          4,806       17,870
     Depreciation and amortization           6,740         19,608          5,728       17,202
     Rent                                      536          1,842            499        2,027
     Property taxes                          1,771          6,861          2,019        6,319
     Other operating expenses                2,258          7,150          2,642        8,701
                                         ---------      ---------      ---------    ---------
   Total costs and expenses                 54,461        162,208         46,066      146,403
                                         ---------      ---------      ---------    ---------

   Operating income                          8,745         43,650          5,782       36,974

   Other income (expense):
     Investment income                         487            924            370        1,690
     Interest expense                       (3,025)        (7,693)        (1,878)      (6,113)
     Gain (loss) on disposition of 
        property and equipment                  (8)            11           (275)      25,023
                                        ----------     ----------      ---------     --------
                                            (2,546)        (6,758)        (1,783)      20,600
                                        ----------     ----------      ---------     --------
   Earnings before income taxes              6,199         36,892          3,999       57,574
   Income taxes                              2,484         14,767          1,383       23,057
                                         ---------      ---------      ---------     --------
   Net earnings                          $   3,715       $ 22,125      $   2,616     $ 34,517
                                         ---------      ---------      ---------     --------
   Net earnings per share:*
     Earnings excluding gain on 
      restaurant sale                    $    0.19      $    1.11      $    0.13    $    0.99

     After-tax gain on restaurant 
      sale                                                                               0.75
                                                                                    ---------

     Net earnings per share              $    0.19      $    1.11      $    0.13    $    1.74
                                         ---------      ---------      ---------    ---------

   Weighted Average Shares 
      Outstanding *                                    19,855,000                  19,811,000


   * All per share and weighted average shares outstanding data has been adjusted to reflect the 50% stock dividend distributed
     on November 14, 1995.

   See accompanying notes to consolidated financial statements.

   </TABLE>
   <PAGE>

   THE MARCUS CORPORATION
   Consolidated Statements of Cash Flows (Unaudited)

                                                         (in thousand)s
                                                         36 Weeks Ended     
                                                     Feb. 6,         Feb. 1, 
                                                      1997            1996   
   OPERATING ACTIVITIES:
   Net earnings                                      $22,125         $34,517
   Adjustments to reconcile net 
      earnings to net cash provided 
      by operating activities:
     Earnings on investments in 
        joint ventures, net of distributions             137           (231)
     Gain on disposition of property 
        and equipment                                    (11)       (25,023)
     Depreciation and amortization                    19,608         17,202
     Deferred income taxes                               184            946
     Deferred compensation and other                    (729)           936
     Changes in assets and liabilities:
       Accounts and notes receivable                   1,846         (1,854)
       Other current assets                           (1,078)           790
       Accounts payable                               (7,026)           327
       Income taxes                                    4,189          1,460
       Taxes other than income taxes                    (518)        (1,492)
       Accrued compensation                            1,244          1,073
       Other accrued liabilities                       2,312           (391)
                                                    --------       --------
   Total adjustments                                  20,158         (6,257)
                                                    --------       --------
   Net cash provided by operating 
     activities                                       42,283         28,260

   INVESTING ACTIVITIES:
   Capital expenditures                              (80,386)       (58,665)
   Net proceeds from disposals of 
     property, equipment and 
     other assets                                      1,770         52,907
   Purchase of interest in joint 
     ventures, net of cash acquired                     --             (409)
   Increase in other assets                           (2,459)        (1,766)
   Cash received from joint ventures                   4,464            406
                                                    --------       --------
   Net cash used in investing activities             (76,611)        (7,527)

   FINANCING ACTIVITIES:
   Debt transactions:
     Net proceeds from issuance of 
        notes payable and long-term debt              98,053          9,796
     Principal payments on notes 
        payable and long-term debt                   (55,495)       (21,930)
   Equity transactions:
     Treasury stock transactions, 
        except for stock options                         (55)          (131)
     Exercise of stock options                           155            467
     Dividends paid                                   (2,830)        (5,024)
                                                    --------       --------
   Net cash provided by (used in) 
      financing activities                            39,828        (16,822)
                                                    --------       --------
   Net increase in cash and 
     cash equivalents                                  5,500          3,911
   Cash and cash equivalents at 
     beginning of year                                15,466          8,798
                                                    --------       --------
   Cash and cash equivalents at 
     end of period                                   $20,966        $12,709
                                                    --------        -------

   See accompanying notes to consolidated financial statements.

   <PAGE>

                             THE MARCUS CORPORATION

          CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE
                        TWELVE AND THIRTY-SIX WEEKS ENDED
                                FEBRUARY 6, 1997
                                   (Unaudited)

   A.   Refer to the Company's audited financial statements (including
        footnotes) for the year ended May 30, 1996, 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 thirty-six
        weeks ended February 6, 1997 and February 1, 1996 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
        February 6, 1997, 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.

   E.   Certain items in the accompanying fiscal 1996 financial statements
        have been reclassified to conform to the fiscal 1997 presentation.

                             THE MARCUS CORPORATION

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

   Special Note Regarding Forward-Looking Statements

        Certain matters discussed in this Management's Discussion and
   Analysis of Results of Operations and Financial Condition 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 can generally be identified as
   such because the context of the statement will include words such as the
   company "believes," "anticipates," "expects" or words of similar import. 
   Similarly, statements that describe the Company's future plans, objectives
   or goals are also forward-looking statements.  Such forward looking
   statements are subject to certain risks, assumptions and uncertainties
   which are described in close proximity to such statements and which could
   cause actual results to differ materially from those currently
   anticipated.  Shareholders, potential investors and other readers are
   urged to consider these risks, assumptions and uncertainties 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 only made as of the date of this Form 10-Q and
   the Company undertakes no obligation to publicly update such forward-
   looking statements to reflect subsequent events or circumstances.

   RESULTS OF OPERATIONS

   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 1997 will consist of 17 weeks
   for the Company's motel and hotels/resorts divisions, while the Company
   and its other remaining divisions will report a 16-week fourth quarter. 
   Fiscal 1996 was a 53-week fiscal year for the Company and its theatre
   division, while the Company's remaining divisions reported a 52-week year
   in fiscal 1996.

        Revenues for the third quarter of fiscal 1997 ended February 6, 1997,
   totaled $63.2 million, an increase of $11.4 million, or 21.9%, from
   revenues of $51.8 million for the third quarter of fiscal 1996.  For the
   first three quarters of fiscal 1997, revenues were $205.9 million, an
   increase of $22.5 million, or 12.3%, from revenues of $183.4 million
   during the first three quarters of fiscal 1996.  All four operating
   segments contributed to the increase in revenues for the fiscal 1997 third
   quarter.

        Net earnings for the third quarter of fiscal 1997 were $3.7 million,
   or $.19 per share, up 42.0% and 46.2%, respectively, from net earnings of
   $2.6 million, or $.13 per share, for the same quarter in the prior year. 
   For the first three quarters of fiscal 1997, net earnings were $22.1
   million, or $1.11 per share.  This represented a 12.3% and 12.1% increase,
   respectively, over comparable earnings of $19.7 million, or $.99 per
   share, for the first three quarters of fiscal 1996.  Including the after-
   tax gain of $14.8 million, or $.75 per share, resulting from the Company's
   sale of its Applebee's restaurants and related rights in June 1995 and
   other restaurant divestitures, net earnings for fiscal 1996's first three
   quarters were $34.5 million, or $1.74 per share.

        Operating income (earnings before other income/expense and income
   taxes) totaled $8.7 million in the third quarter of fiscal 1997, an
   increase of $3.0 million, or 51.2%, compared to the prior year same
   period.  For the first three quarters of fiscal 1997, operating income was
   $43.7 million, an increase of $6.7 million, or 18.1%, over operating
   income of $37.0 million for the first three quarters of fiscal 1996. 
   Other expense increased $763,000 to $2.5 million during the third quarter
   of fiscal 1997 compared to $1.8 million during the same period last year
   due to increased interest expense.   The Company had higher long-term debt
   levels during fiscal 1997 third quarter compared to the same period last
   year, pursuant to the Company's strategy to "lock-in" favorable long-term
   interest rates.  The Company's debt-to-capitalization ratio remains very
   low at 39.9% at the end of the fiscal 1997 third quarter, compared to
   35.2% at the same time last year.

   Motels

        Total revenues for the third quarter of fiscal 1997 for the motel
   division were $25.3 million, an increase of $2.8 million, or 12.4%,
   compared to $22.5 million during the same period in fiscal 1996.  Total
   revenues for the first three quarters of fiscal 1997 for the motel
   division were $89.7 million, an increase of $8.8 million, or 10.9%,
   compared to $80.9 million in the first three quarters of fiscal 1996.  The
   motel division's operating income for the fiscal 1997 third quarter
   totaled $5.6 million, an increase of $900,000, or 19.5%, from the $4.7
   million earned by the division during the same period of fiscal 1996.  The
   motel division's operating income for the first three quarters of fiscal
   1997 totaled $27.4 million, an increase of $2.1 million, or 8.1%, over the
   $25.3 million earned by the division in the same period of fiscal 1996.

        Compared to the end of the third quarter of fiscal 1996, there were
   12 new Company-owned or operated Budgetel Inns and five new franchised
   Budgetel Inns in operation at the end of the fiscal 1997 third quarter. 
   The Company's newly opened motels contributed additional revenues of $2.0
   million to the division's fiscal 1997 third quarter revenues.  Occupancy
   rates remained firm during the third quarter of fiscal 1997 compared to
   the same period last year.   Average daily room rates at the Company's
   continuing motels increased slightly compared to last year's same quarter. 
   The Company believes that increased industry segment room supply in
   certain markets continues to contribute to the unchanged occupancy and
   relatively low rate increases.  Operating income increased this quarter
   primarily due to improved operating efficiencies, as operating income as a
   percentage of revenues increased to 22.1% compared to 20.8% for the same
   period last year.  

        At the end of the fiscal 1997 third quarter, the Company owned or
   operated 99 Budgetel Inns and franchised an additional 35 Inns, bringing
   the total number of Budgetel Inns in operation to 134.  In addition, there
   are currently 16 Company-owned or franchised Budgetel Inns under
   construction, all of which are scheduled to open before the end of fiscal
   1997 or shortly thereafter.  The Company also owns and operates four
   Woodfield Suites all-suite motels, including a new location in Cincinnati,
   Ohio that opened at the end of the third quarter of fiscal 1997, and plans
   to open a fifth location in Madison, Wisconsin in early fiscal 1998.  The
   Company recently announced its goal of increasing the number of Woodfield
   Suites in operation to 40 to 50 properties within the next five years. 
   The Company expects the increase to be achieved through new company-owned
   units, acquisitions and the introduction of a franchise program.

   Theatres

        The theatre division's fiscal 1997 third quarter revenues were $21.4
   million, an increase of $5.8 million, or 37.4%, over revenues of $15.6
   million in the same period in fiscal 1996.  Operating income for the third
   quarter in fiscal 1997 totaled $4.9 million, an increase of $1.4 million,
   or 38.0%, over operating income of $3.5 million during the same period
   last year.  The Thanksgiving through New Year's Day period is
   traditionally a strong period for movie exhibitors, including the
   Company's theatre division. The theatre division's fiscal 1997 first three
   quarters revenues were $53.9 million, an increase of $9.3 million, or
   21.0%, over revenues of $44.6 million during the first three quarters of
   fiscal 1996.  Operating income for the first three quarters of fiscal 1997
   was $10.7 million, an increase of $200,000, or 1.9%, from $10.5 million of
   operating income during the first three quarters of fiscal 1996.  Year-to-
   date operating income has been reduced by over $400,000 of pre-opening
   expenses related to new screens and the Company's few family entertainment
   center, Funset Boulevard. 

        The Company has added 74 new screens during the first three quarters
   of fiscal 1997,  ending the third quarter with a total of 291 screens
   compared to 219 at the end of the same period last year.  Two screens were
   closed during the third quarter of fiscal 1997, resulting in a nominal
   loss of revenues and operating income.  The Company opened its largest
   complex, a 20-screen ultraplex in Addison, Illinois, on the first day of
   the third quarter of fiscal 1997 and added seven screens to existing
   theatres during the quarter.  In addition, the Company currently has six
   additional screens under construction at its Gurnee, Illinois, theatre,
   making it a 20-screen complex.

        Total box office receipts for the first three quarters of fiscal 1997
   were $36.7 million, an increase of $5.4 million, or 17.4%, over $31.3
   million during the same period last year.  The increase in box office
   receipts for the first three quarters of fiscal 1997 compared to the same
   period in the prior year was primarily due to the additional new screens,
   together with a 5.0% increase in first-run theatre average ticket prices
   and a 4.7% increase in concession revenues per person.  Theatre attendance
   at comparable screens increased during the third quarter of fiscal 1997
   compared to the same period last year due to strong film offerings during
   the period and severe winter weather during last year's third quarter. 
   Theatre attendance is largely dependent upon the audience appeal of
   available films, a factor over which the Company has limited control.

   Hotels and Resorts

        Total revenues from the hotels and resorts division during the third
   quarter of fiscal 1997 increased by $2.2 million, or 27.0%, to $10.7
   million, compared to $8.5 million during the previous year's comparable
   period.  Operating losses totaled $1.2 million during the fiscal 1997
   third quarter, compared to operating losses of $2.4 million during the
   third quarter of fiscal 1996, an improvement of $1.2 million, or 51.6%. 
   Consistent with the seasonality of group and convention business in the
   Midwest, the third quarter of the Company's fiscal year is typically the
   slowest period for its hotel and resorts division. Total revenues from the
   hotels and resorts division during the first three quarters of fiscal 1997
   totaled $43.2 million, an increase of $4.0 million, or 10.3%, over total
   first three quarters revenues of $39.2 million during fiscal 1996. 
   Operating income increased by $3.2 million during the first three quarters
   of fiscal 1997, or 110.9%, to $6.1 million, compared to $2.9 million
   during the prior year's first three quarters.

        Higher average room rates and stable or increased occupancies at the
   Company's hotels contributed to the revenue and operating income increases
   during the fiscal 1997 periods compared to the prior year's periods.  The
   division's fiscal 1997 third quarter and fiscal year-to-date results also
   benefitted from reduced charges for pre-opening costs for the Milwaukee
   Hilton (formerly the Marc Plaza) and increased management fees from
   properties managed but not owned by the hotels and resorts division.

   Restaurants

        Restaurant division revenues totaled $5.6 million for the third
   quarter of fiscal 1997, an increase of $400,000, or 8.4%, over fiscal 1996
   third quarter revenues of $5.2 million.  The division's operating income
   for the fiscal 1997 third quarter totaled $442,000, an increase of
   $237,000, or 115.6%, over operating income of $205,000 during the third
   quarter of fiscal 1996.  Restaurant division revenues totaled $18.7
   million for the first three quarters of fiscal 1997, an increase of
   $550,000, or 3.0%, over the first three quarters fiscal 1996 revenues of
   $18.1 million. Excluding $1.1 million of revenues from subsequently sold
   or closed restaurants from fiscal 1996 revenues, first three quarters
   fiscal 1997 revenues increased 9.4% over the prior year.  The division's
   operating income for the first three quarters of fiscal 1997 totaled $1.8
   million, an increase of $1.2 million, or 198.1%, over fiscal 1996 first
   three quarters operating income of $600,000.

        The increases in revenues and operating income for both the third
   quarter and first three quarters of fiscal 1997, compared to the same
   prior periods, were primarily the result of recent successful KFC product
   introductions and increased sales from KFC's home delivery program,
   combined with reduced administrative costs related to the disposition of
   Applebee's and other restaurant properties last year.  Same store KFC
   revenues for the third quarter of fiscal 1997 compared to the prior year's
   third quarter were up 7.5%, with guest counts at same store KFC's up 2.1%
   and average guest check amounts up 5.3%.  The Company has plans to convert
   and open its first 2-in-1 KFC/Taco Bell restaurant in the first quarter of
   fiscal 1998.  

   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 $80 million of unused
   credit lines at the end of the third quarter, should be adequate to
   support the ongoing operational liquidity needs of the Company's
   businesses.

        Net cash provided by operating activities increased by $14.0 million
   during the first three quarters of fiscal 1997 to $42.3 million, compared
   to $28.3 million during the prior year's first three quarters.  The
   increase over the same period last year was primarily the result of
   approximately $10 million of income taxes incurred on the gain on the sale
   of restaurants in fiscal 1996, combined with increased net earnings before
   the restaurant gain.  Timing differences in receipts of accounts and notes
   receivable and payment of accounts payable, accrued liabilities and income
   taxes contributed to the increase in net cash provided by operating
   activities as well.

        Net cash used in investing activities during the first three quarters
   of fiscal 1997 totaled $76.6 million, compared to $7.5 million during the
   first three quarters of fiscal 1996. The significant increase in net cash
   used in investing activities was primarily due to last year's receipt of
   $48.3 million in net cash proceeds from the June 1995 sale of its
   Applebee's restaurants and related rights.  In addition, capital
   expenditures to support the Company's continuing expansion program totaled
   $80.4 million during the first three quarters of fiscal 1997 compared to
   $58.7 million during the prior year's first three quarters.

        Cash provided by financing activities during the first three quarters
   of fiscal 1997 totaled $39.8 million, compared to cash used in financing
   activities of $16.8 million during the first three quarters of fiscal
   1996.  During the first three quarters of fiscal 1997, the Company
   received $98.1 million of net proceeds from the issuance of notes payable
   and long-term debt, compared to $9.8 million during the same period last
   year.  The relatively small amount of debt proceeds in fiscal 1996 was due
   to the Company's use of cash proceeds from its Applebee's sale to fund
   expansion during that time period.  Included in the fiscal 1997 proceeds
   was $85 million in principal amount of senior unsecured long-term notes
   issued in a private placement to six institutional lenders.  The Company
   has the ability to issue up to $115 million of additional senior notes
   under the private placement program over the next 27 months.  The Company
   used a portion of the proceeds from the senior notes to pay off existing
   debt, resulting in total principal payments on notes payable and long-term
   debt of $55.5 million during the first three quarters of fiscal 1997,
   compared to only $21.9 million during the same period last year.  The
   Company expects to use the remaining proceeds to help fund the Company's
   ongoing expansion plans.

        In addition to the changes in debt transactions noted above, net cash
   provided by financing activities also increased due to dividend payments
   of only $2.8 million during the first three quarters of fiscal 1997
   compared to $5.0 million during the first three quarters of fiscal 1996. 
   The reduction in dividend payments for the period was the result of a one-
   time timing difference between the Company's quarterly dividend payments
   during fiscal 1997 compared to the annual dividend payment made during
   fiscal 1996.  Total fiscal 1997 dividend payments are expected to exceed
   fiscal 1996 dividend payments.   

        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.

   <PAGE>


                           PART II - OTHER INFORMATION

   Item 6.  Exhibits

        Exhibit 27 - Financial Data Schedule


   <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:  March 21, 1997              By:  \s\ Stephen H. Marcus             
                                           Stephen H. Marcus,
                                           Chairman of the Board, President
                                           and Chief Executive Officer



   DATE:  March 21, 1997              By:  \s\ Douglas A. Neis               
                                           Douglas A. Neis
                                           Chief Financial Officer, Treasurer
                                           and Controller

   <PAGE>

                             THE MARCUS CORPORATION
                                    FORM 10-Q
                                       FOR
                        36 - WEEKS ENDED FEBRUARY 6, 1997

                                  EXHIBIT INDEX


   Exhibit             Description

     27                Financial Data Schedule


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCUS
COPORATION'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAY-29-1997
<PERIOD-START>                             MAY-31-1996
<PERIOD-END>                               FEB-06-1997
<CASH>                                          20,966
<SECURITIES>                                         0
<RECEIVABLES>                                    6,934
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                31,867
<PP&E>                                         628,342
<DEPRECIATION>                                 157,760
<TOTAL-ASSETS>                                 516,924
<CURRENT-LIABILITIES>                           52,932
<BONDS>                                        167,680
                                0
                                          0
<COMMON>                                        20,386
<OTHER-SE>                                     250,257
<TOTAL-LIABILITY-AND-EQUITY>                   516,924
<SALES>                                        191,285
<TOTAL-REVENUES>                               205,858
<CGS>                                           95,630
<TOTAL-COSTS>                                  162,208
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               7,693
<INCOME-PRETAX>                                 36,892
<INCOME-TAX>                                    14,767
<INCOME-CONTINUING>                             22,125
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    22,125
<EPS-PRIMARY>                                     1.11
<EPS-DILUTED>                                     1.11
        

</TABLE>


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