MARCUS CORP
10-Q, 1998-10-13
HOTELS & MOTELS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

 [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934

                   For the quarterly period ended August 27, 1998
                                                  ---------------

 [ ]    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, Suite 1700                                        
            Milwaukee, Wisconsin                                 53202
- ---------------------------------------------         --------------------------
  (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 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 SEPTEMBER 30, 1998 - 18,520,585
CLASS B COMMON STOCK OUTSTANDING AT SEPTEMBER 30, 1998 - 12,668,928

                                       1
<PAGE>

                             THE MARCUS CORPORATION
                             ----------------------
                                      INDEX


PART I - FINANCIAL INFORMATION                                              Page

Item 1.    Consolidated Financial Statements:

           Balance Sheets
           (August 27, 1998 and May 28, 1998).............................    3

           Statements of Earnings
           (Thirteen weeks ended August 27, 1998, twelve weeks 
           ended August 21, 1997 (as reported) and thirteen weeks
           ended August 28, 1997 (pro forma)..............................    5

           Statements of Cash Flows
           (Thirteen weeks ended August 27, 1998 and twelve weeks
           ended August 21, 1997)........................................     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 and Reports on Form 8-K.............................     13

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


                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

THE MARCUS CORPORATION
Consolidated Balance Sheets

                                                  (Unaudited)    (Audited)
                                                   August 27,     May 28,
                                                      1998          1998
                                                 -----------    ----------
                                                         (in thousands)
ASSETS
Current assets:
         Cash and cash equivalents                   $3,000         $4,678
         Accounts and notes receivable               16,701         14,294
         Receivables from joint ventures              1,307          1,288
         Refundable income taxes                          -          4,385
         Other current assets                         2,999          3,773
                                                 -----------    -----------
           Total current assets                      24,007         28,418

Property and equipment:
         Land and improvements                       84,929         85,282
         Buildings and improvements                 459,601        440,737
         Leasehold improvements                       9,378          9,355
         Furniture, fixtures and equipment          190,664        187,341
         Construction in progress                    23,042         27,510
                                                 -----------    -----------
           Total property and equipment             767,614        750,225
         Less accumulated depreciation and
           amortization                             195,351        190,229
                                                 -----------    -----------
           Net property and equipment               572,263        559,996

Other assets:
         Investments in joint ventures                1,761          1,496
         Other                                       18,566         18,594
                                                 -----------    -----------
           Total other assets                        20,327         20,090
                                                 -----------    -----------

TOTAL ASSETS                                       $616,597       $608,504
                                                 ===========    ===========

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>


THE MARCUS CORPORATION
Consolidated Balance Sheets

                                                          (Unaudited)  (Audited)
                                                           August 27,    May 28,
                                                              1998        1998
                                                               (in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Notes payable                                              $5,218       $5,255
  Accounts payable                                           18,133       26,385
  Income taxes                                                3,360            -
  Taxes other than income taxes                              11,725       11,404
  Accrued compensation                                        4,264        2,643
  Other accrued liabilities                                  15,479       10,072
  Current maturities on long-term debt                       10,411       10,277
                                                            -------     --------
      Total current liabilities                              68,590       66,036
                                             
Long-term debt                                              200,582      205,632

Deferred income taxes                                        27,380       26,479

Deferred compensation and other                               8,528        7,826

Shareholders' equity:
  Preferred Stock, $1 par; authorized 1,000,000 shares;
     none issued
  Common Stock, $1 par; authorized 50,000,000 shares;
     issued 18,519,345 shares at August 27, 1998,
     18,511,866 shares at May 28, 1998                       18,520       18,512
  Class B Common Stock, $1 par; authorized 33,000,000
     shares; issued and outstanding 12,670,168 at
     August 27, 1998, 12,677,656 at May 28, 1998             12,670       12,678
  Capital in excess of par                                   40,387       40,265
  Retained earnings                                         248,072      235,708
                                                           --------     --------
                                                            319,649      307,163
  Less cost of Common Stock in treasury (1,128,405
     shares at August 27, 1998 and 944,544 shares at May 28,
     1998)                                                    8,132        4,632
                                                            -------      -------
     Total shareholders' equity                             311,517      302,531
                                                            -------      -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $616,597     $608,504
                                                          =========    =========
                                                        
See accompanying notes to consolidated financial statements.

                                       4
<PAGE>


THE MARCUS CORPORATION
Consolidated Statements of Earnings (Unaudited)

                                                  (As reported)   (Pro forma)(1)
                                 13 Weeks Ended   12 Weeks Ended  13 Weeks Ended
                                 Aug. 27, 1998    Aug. 21, 1997    Aug. 28, 1997
                                 -------------    -------------    -------------
                                      (in thousands, except per share data)
Revenues:
   Rooms and telephone               $52,049         $47,048       $50,421 
   Theatre operations                 33,179          23,580        24,705 
   Food and beverage                  13,870          12,546        13,513 
   Other income                        8,262           6,879         7,472 
                                    ---------      ----------   -----------
Total revenues                       107,360          90,053        96,111 

Costs and expenses:
   Rooms and telephone                18,650          15,741        17,179 
   Theatre operations                 19,374          14,283        15,002 
   Food and beverage                   9,269           8,380         9,009 
   Advertising and marketing           6,515           5,415         5,891 
   Administrative                      9,753           7,836         8,414 
   Depreciation and amortization       9,245           7,226         7,882 
   Rent                                1,038           1,069         1,103 
   Property taxes                      3,474           2,713         2,868 
   Other operating expenses            3,944           3,185         3,319 
                                    ---------       ---------    ----------
Total costs and expenses              81,262          65,848        70,667 
                                    ---------       ---------    ----------

Operating income                      26,098          24,205        25,444 

Other income (expense):
   Investment income                     176             349           388 
   Interest expense                   (4,016)         (2,765)       (3,037)
   Gain on disposition of property
     and equipment                     1,387              (1)            1
                                     --------      ----------    ----------
                                      (2,453)         (2,417)       (2,648)
                                     --------      ----------    ----------

Earnings before income taxes          23,645          21,788        22,796 
Income taxes                           9,454           8,723         9,127 
                                     ========      ==========    ==========
Net earnings                         $14,191         $13,065       $13,669 
                                     ========      ==========    ==========

Net earnings per share(2):
   Basic                               $0.47           $0.44         $0.46 
   Diluted                             $0.47           $0.44         $0.46 

Weighted Average Shares
  Outstanding(2):
   Basic                              30,201          29,601        29,603 
   Diluted                            30,362          29,840        29,842 

(1) Pro forma information is presented as if the prior year had been reported on
the new 13-week basis.  
(2) All per share and shares  outstanding data have been adjusted to reflect the
50% stock dividend  distributed on December 5, 1997. 
See accompanying notes to consolidated financial statements.

                                       5
<PAGE>


THE MARCUS CORPORATION
Consolidated Statements of Cash Flows (Unaudited)

                                                       13 Weeks     12 Weeks
                                                        Ended         Ended
                                                    Aug. 27, 1998  Aug. 21, 1997
                                                    -------------  -------------
                                                           (in thousands)
OPERATING ACTIVITIES:
Net earnings                                          $14,191        $13,065 
Adjustments to reconcile net earnings to net 
 cash provided by operating activities:
   Earnings on investments in joint ventures, net 
     of distributions                                    (265)             9
   (Gain) loss on disposition of                  
     property and equipment                            (1,387)             1
   Depreciation and amortization                        9,245          7,226
   Deferred income taxes                                  901            250
   Deferred compensation and other                        702          1,283
   Changes in assets and liabilities:             
      Accounts and notes receivable                    (2,407)        (4,478
      Other current assets                                774           (125
      Accounts payable                                 (8,252)         6,537
      Income taxes                                      7,745          6,898
      Taxes other than income taxes                       321          1,434
      Accrued compensation                              1,621          1,739
      Other accrued liabilities                         5,407          1,949
                                                      -------         ------
Total adjustments                                      14,405         22,723
                                                      -------         ------
Net cash provided by operating activities              28,596         35,788

INVESTING ACTIVITIES:
Capital expenditures                                  (21,762)       (18,266
Net proceeds from disposals of property, 
  equipment and other assets                            1,760              -
(Increase) decrease in other assets                      (317)           721
Cash received from (advanced to) joint ventures           (19)            29
                                                     ---------       -------
Net cash used in investing activities                 (20,338)       (17,516)

FINANCING ACTIVITIES:
Debt transactions:
   Net proceeds from issuance of notes
     payable and long-term debt                           576              - 
   Principal payments on notes payable
     and long-term debt                                (5,529)        (3,136)
Equity transactions:
   Treasury stock transactions, except
     for stock options                                 (3,805)           (88
   Exercise of stock options                              425            384
   Dividends paid                                      (1,603)        (1,516)
                                                     ---------      --------
Net cash used in financing activities                  (9,936)        (4,356)
                                                     ---------      --------

Net increase (decrease) in cash and cash equivalents   (1,678)        13,916
Cash and cash equivalents at beginning of year          4,678          7,991
                                                     ---------       -------
Cash and cash equivalents at end of period             $3,000        $21,907
                                                     =========       =======

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>


                             THE MARCUS CORPORATION

                 CONDENSED NOTES TO FINANCIAL STATEMENTS FOR THE
                              THIRTEEN WEEKS ENDED
                                 AUGUST 27, 1998
                                   (Unaudited)

A.   Refer to the Company's audited financial statements  (including  footnotes)
     for the fiscal year ended May 28,  1998,  contained in the  Company's  Form
     10-K Annual Report for such fiscal year, for a description of the Company's
     accounting policies.

B.   Beginning  in fiscal  1999,  the Company is  dividing  its fiscal year into
     three 13-week  quarters and a final  quarter  consisting of 13 or 14 weeks.
     Previously,  the Company's  fiscal year consisted of three 12-week quarters
     and a fourth quarter of 16 or 17 weeks.  Comparative  results for the first
     quarter  of  fiscal  1998 are  presented  on a pro forma  basis,  as if the
     quarter had been reported on the new basis.

C.   The consolidated  financial  statements for the thirteen weeks ended August
     27, 1998,  twelve weeks ended August 21, 1997 and pro forma  thirteen weeks
     ended August 28, 1997 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 August 27, 1998,  and for all periods  presented,
     have been made.

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 December 5,
     1997,  to all  holders of Common  Stock and Class B Common  Stock.  All per
     share and weighted  average  shares  outstanding  data prior to December 5,
     1997, have been adjusted to reflect this dividend.

                                       7
<PAGE>


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,"
Aexpects@ 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  may 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 Marcus Corporation and its four divisions report their consolidated
and  individual  segment  results of operations  on a 52-or 53-week  fiscal year
ending on the last  Thursday in May.  Fiscal 1999 will be a 52-week year for the
Company and each of its divisions. Fiscal 1998 was a 53-week fiscal year for the
Company's  restaurant  division,  while  the  Company  and its  other  remaining
divisions reported a 52-week year in fiscal 1998.

         Historically,  the  Company's  fiscal year has been  divided into three
12-week quarters and a final quarter consisting of 16 or 17 weeks.  Beginning in
fiscal 1999, the Company will divide its fiscal year into three 13-week quarters
and a final  quarter  consisting  of 13 or 14 weeks.  The  Company has made this
change  in  order  to  simplify  its  reporting   process  and  provide  greater
consistency  between  quarters.  To  facilitate  comparisons  with  fiscal  1999
quarterly results,  comparative results for the first quarter of fiscal 1998 are
presented on a pro forma basis,  as if the quarter had been  reported on the new
basis.

         Revenues  for the first  quarter of fiscal 1999 ended  August 27, 1998,
totaled $107.4 million,  an increase of $11.2 million,  or 11.7%, from pro forma
revenues  of $96.1  million  for the  first  quarter  of fiscal  1997.  Revenues
reported for the 12-week  quarter ended August 21, 1997 totaled  $90.1  million.
All four  operating  segments  contributed to the increase in revenues this past
quarter,  with the theatre  division  contributing the largest increase over the
prior year.
                                       8
<PAGE>

         Net earnings for the first  quarter of fiscal 1999 were $14.2  million,
or $.47 per share, up 3.8% and 2.2%,  respectively,  from pro forma net earnings
of $13.7 million, or $.46 per share, for the same quarter during the prior year.
Net earnings  reported for the 12-week  quarter ended August 21, 1997 were $13.1
million,  or $.44 per share.  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 December 5, 1997.  The Company  adopted SFAS No. 128,  "Earnings Per
Share," in fiscal 1998.  Prior period  amounts have been restated  under the new
standard. All per share data presented herein is on a diluted basis.

         Operating  income  (earnings  before  other  income/expense  and income
taxes)  totaled  $26.1  million  during  the first  quarter of fiscal  1999,  an
increase of $650,000, or 2.6%, compared to the pro forma prior year same period.
The Company's interest expense,  net of investment income,  totaled $3.8 million
for the first quarter of fiscal 1999,  compared to $2.4 million  during the same
period last year on a pro forma basis. This increase was the result of increased
long-term debt levels  necessary to help finance the Company's  capital program,
combined with reduced investment income and capitalized interest.

         The Company is conducting a review of its computer  systems to identify
those  areas that may be affected  by the Year 2000 issue and is  developing  an
implementation  plan to resolve the issue. The Company expects the project to be
substantially  complete  by early 1999 and does not,  at this time,  expect this
project to have a significant  effect on the business,  results of operations or
financial  condition  of the  Company.  The Company  began  converting  critical
accounting  and data  processing  systems in fiscal 1998 in the normal course of
business  and expects that the new systems  will  provide  business  benefits in
addition to being ready for the Year 2000.  The  Company is also  assessing  the
impact of this issue with its key vendors and suppliers.

Limited-Service Lodging

         Total   revenues  for  the  first   quarter  of  fiscal  1999  for  the
limited-service lodging division were $41.9 million, an increase of $200,000, or
0.6%,  compared to pro forma revenues of $41.7 million during the same period in
fiscal 1998. The  limited-service  lodging  division's  operating income for the
fiscal 1999 first quarter totaled $12.8 million, a decrease of $1.0 million,  or
7.2%, from pro forma operating income of $13.8 million during the same period of
fiscal  1998.  The division  reported  revenues of $38.7  million and  operating
income of $13.0 million for the 12-week quarter ended August 21, 1997.

         Compared  to the end of the  first  quarter  of  fiscal  1998,  one new
Company-owned  or operated and 15 new franchised  Budgetel/Baymont  Inns were in
operation  at the end of the fiscal  1999 first  quarter.  The  Company's  newly
opened  Budgetel  Inns  contributed  additional  revenues  of  $700,000  to  the
division's  fiscal 1999 first quarter  revenues.  The Company  experienced lower
occupancy rates and higher average daily room rates for comparable Budgetel Inns
during the first quarter of fiscal 1999, compared to the same quarter last year.
The result of the occupancy  decline and average daily rate increases was a 0.9%
increase in the division's revenue per available room, or RevPAR, for comparable
Budgetel Inns during the fiscal 1999 first quarter.

                                       9
<PAGE>

         The limited-service  lodging division's results continue to be impacted
by the  increased  limited  service  segment room  supply,  resulting in minimal
RevPAR growth and pressure on the division's operating margin. Reduced occupancy
percentages,  combined with increased  payroll costs in a tight labor market and
increased  administrative  costs  associated with the Company's recent expansion
program,  have contributed to the lower operating  margins.  The Company expects
these trends to continue during the fiscal 1999 second quarter.

         During the first  quarter of fiscal  1999,  the  Company  continued  to
prepare for its previously announced name change of its Budgetel Inns to Baymont
Inns and Baymont Inns & Suites.  Completion of the  repositioning to Baymont has
been extended to January 1999 in response to previously  unanticipated delays in
completing  the  necessary  signage  for all  properties  and to ensure that the
quality and consistency of new features and amenities will be uniform throughout
the chain when the name change becomes effective.

         At the end of the  fiscal  1999 first  quarter,  the  Company  owned or
operated  106  Budgetel/Baymont  Inns  and  franchised  an  additional  55 Inns,
bringing  the total  number of  Budgetel/Baymont  Inns in  operation  to 161. In
addition,  there are currently 22 franchised  locations under construction or in
development,  all of which  are  scheduled  to open in  fiscal  1999 or  shortly
thereafter.  The Company also owns and operates five Woodfield  Suites all-suite
motels. Two company-owned Woodfield Suites are currently under construction.

Theatres

         The theatre  division's  fiscal 1999 first quarter  revenues were $33.3
million, an increase of $8.5 million, or 34.1%, over pro forma revenues of $24.8
million  during the same  fiscal  1998  period.  Operating  income for the first
quarter of fiscal 1999 totaled $8.1  million,  an increase of $2.5  million,  or
44.8%,  over pro forma  operating  income of $5.6 million during the same period
last year. The division  reported revenues of $23.7 million and operating income
of $5.5 million for the 12-week quarter ended August 21, 1997.

         Total box office  receipts for the fiscal 1999 first quarter were $22.4
million,  an  increase  of $5.8  million,  or 34.9%,  over pro forma box  office
receipts of $16.6 million  during the same period last year. The increase in box
office receipts for the first quarter of fiscal 1999 compared to the same period
during the prior year was due to 77 additional  screens,  a strong summer season
of movies and  continued  popularity  of stadium  seating,  together with a 3.4%
increase in average  ticket prices.  Vending  revenues for the fiscal 1999 first
quarter totaled $10.2 million,  an increase of $2.8 million,  or 37.0%, over pro
forma vending  revenues of $7.4 million  during the same quarter last year.  The
increase in vending revenues was due to increased theatre  attendance and a 4.8%
increase in average  concession  sales per person  compared to the same  quarter
last  year.  Total  theatre  attendance  increased  30.5%  over pro forma  total
attendance  during the same  quarter  last  year.  Attendance  at the  Company's
comparable  locations  increased  8.7%  during  the fiscal  1999 first  quarter,
compared to the prior year same quarter.  Revenues for the theatre  business and
the motion  picture  industry in general are heavily  dependent upon the general
audience appeal of available films, together with studio marketing,  advertising
and support campaigns, factors over which the Company has no control.

                                       10
<PAGE>
         The Company opened 16 new screens at existing theatres and closed three
screens in the first  quarter of fiscal  1999,  ending the first  quarter with a
total of 374 total screens in 45 theatres compared to 297 screens in 40 theatres
at the end of the same period last year.  Early in the second  quarter of fiscal
1999,  the  Company  closed  three  more  screens  and  opened  a new  17-screen
ultraplex,  including its first IMAX(R) theatre, in suburban Columbus, Ohio. The
Company currently has 38 additional  screens either under  construction or about
to go under construction this fall,  including a new 15-screen  ultraplex in the
Minneapolis  metropolitan  area.  During the first  quarter of fiscal 1999,  the
Company also continued to retrofit existing  theatres with stadium seating.  The
Company's goal is to add stadium  seating to a majority of its existing  screens
by the end of fiscal 2000. The Company expects to begin construction  shortly on
its second IMAX(R) theatre at the 20-screen Marcus Cinemas of Addison,  Illinois
and expects to commence  construction on up to 23 additional  screens by the end
of the  fiscal  year.  The  Company  is  also  pursuing  additional  acquisition
opportunities.

Hotels and Resorts

         Total  revenues from the hotels and resorts  division  during the first
quarter of fiscal 1999  increased by $2.4 million,  or 10.8%,  to $24.2 million,
compared  to  pro  forma  revenues  of  $21.8  million  in the  previous  year's
comparable period. Operating income decreased by $1.1 million, or 16.3%, to $5.3
million  during the fiscal 1999 first quarter,  compared to pro forma  operating
income of $6.4 million  during the first  quarter of fiscal  1998.  The division
reported  revenues of $20.3 million and operating income of $6.0 million for the
12-week quarter ended August 21, 1997.

         Revenues  from the  Company's  new  Miramonte  Resort in Indian  Wells,
California and improved  RevPAR at all three of the Company's  comparable  owned
hotels  contributed to the revenue  increases in the fiscal 1999 period compared
to  the  prior  year's  period.  The  division's  total  RevPAR  for  comparable
properties  increased  9.0% during fiscal  1999's first quarter  compared to the
same quarter last year. Operating income increased at all three comparable owned
properties as well. Total division  operating income was negatively  impacted in
the first quarter of fiscal 1999 by  approximately  $300,000 of pre-opening cost
amortization and anticipated  start-up  operating losses at the Miramonte during
the  traditionally  slow summer  season in the Palm  Springs  desert  area.  The
Company  expects the Miramonte to continue to have a negative impact on division
operating  income  during  the second and third  quarters  of fiscal  1999 until
pre-opening  costs are  fully  amortized  and the  property  operates  its first
complete peak season.

         The  Company  began construction early in the  second quarter of fiscal
1999 on a 250-room expansion of the Milwaukee Hilton, which will be connected to
Milwaukee's  newly opened Midwest Express  Convention Center and will create the
largest hotel in Wisconsin. The addition is currently scheduled to open in 2000.
Madison's  City Council  recently  approved the  development  agreement  for the
division's  new  Company-owned  Monona  Terrace  Hilton in  Madison,  Wisconsin.
Projected completion of the property,  which will be connected to the city's new
Monona Terrace Convention Center, is in the fall of 2000.

                                       11
<PAGE>

Restaurants

         Restaurant division revenues totaled $7.8 million for the first quarter
of fiscal  1999,  an increase of $100,000,  or 1.4%,  over fiscal 1998 pro forma
first quarter revenues of $7.7 million.  The division's operating income for the
fiscal 1999 first  quarter  totaled $1.0  million,  a decrease of  $100,000,  or
11.9%,  from pro forma operating income of $1.1 million during the first quarter
of fiscal 1998.  The division  reported  revenues of $7.3 million and  operating
income of $1.0 million for the 12-week quarter ended August 21, 1997.

         Total division  operating  income  declined  slightly during the fiscal
1999 first  quarter  compared to the prior  year's same period due to a one-time
insurance  adjustment  from a prior claim that was settled  during the  quarter.
Excluding the insurance  adjustment,  the  Company's  KFC  restaurants  reported
increases  in revenue and  operating  income due in part to  expanded  lunch and
snack  business  and the  continuing  success  of the  division's  first  2-in-1
KFC/Taco  Bell  restaurant  in  Milwaukee.  Two  additional  2-in-1  combination
restaurant  conversions  are under  development and are expected to open late in
the third quarter of fiscal 1999.

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 $37 million of 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 $7.2 million
during the 13-week  first quarter of fiscal 1999 to $28.6  million,  compared to
$35.8  million  during the prior  year's  12-week  first  quarter.  The decrease
compared  to the same  period  last  year was  primarily  the  result  of timing
differences  in payments of accounts  payable,  offset by increased net earnings
and depreciation/amortization.

         Net cash used in  investing  activities  during the  fiscal  1999 first
quarter totaled $20.3 million,  compared to $17.5 million during the fiscal 1998
12-week first quarter.  Capital expenditures to support the Company's continuing
expansion  program totaled $21.8 million during the first quarter of fiscal 1999
compared to $18.3 million during the prior year's  reported  first quarter.  The
majority of the capital  expenditures  during the fiscal 1999 first quarter were
incurred  in the theatre  division to fund new  theatres,  screen  additions  to
existing  theatres,  stadium seating retrofits and construction of the Company's
first IMAX(R) theatre.

         Cash used in financing  activities during the fiscal 1999 first quarter
totaled $9.9 million,  compared to $4.4 million during the 12-week first quarter
of fiscal 1998.  During the fiscal 1999 first quarter,  the Company  repurchased
241,000 of its common  shares in the open market  pursuant to its  long-standing
existing repurchase  program,  resulting in the increased cash used in financing
activities.  An additional  98,000 common shares were  repurchased  early in the
fiscal  1999 second  quarter.  The Company  announced  in the second  quarter of
fiscal 1999 that its Board of Directors had authorized the repurchase of up to 1
million  additional  shares  of the  Company's  outstanding  common  stock.  The
repurchases  are  expected to be  executed  on the open  market or in  privately
negotiated transactions depending upon a number of factors, including prevailing
market conditions.
                                       12
<PAGE>

         The  Company's  long-term  debt  decreased  slightly  during  the first
quarter of fiscal 1999. The Company expects to issue  additional  long-term debt
to help fund the Company's  ongoing  expansion plans in fiscal 1999. The Company
has the ability to issue up to $85 million of  additional  senior  notes under a
private placement program through February 1999.

         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.

Item 6.  Exhibits and Reports on Form 8-K

                  a.       Exhibits

                           Exhibit 27.  Financial Data Schedule

                  b.       Reports on Form 8-K

                  No Form 8-K was filed by the  Company  during  the  quarter to
                  which this Form 10-Q relates.


                                       13
<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:  October 12, 1998    By: /s/ Stephen H. Marcus
                               -------------------------------------------------
                               Stephen H. Marcus,
                               Chairman of the Board, President and Chief 
                               Executive Officer

DATE:  October 12, 1998    By: /s/ Douglas A. Neis
                               -------------------------------------------------
                               Douglas A. Neis
                               Chief Financial Officer and Treasurer





                                       14
<PAGE>



                             THE MARCUS CORPORATION
                                    FORM 10-Q
                                       FOR
                         13 WEEKS ENDED AUGUST 27, 1998

                                  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 STATMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              MAY-27-1999
<PERIOD-START>                                 MAY-29-1998
<PERIOD-END>                                   AUG-27-1998
<CASH>                                          3,000
<SECURITIES>                                        0
<RECEIVABLES>                                  18,008
<ALLOWANCES>                                        0
<INVENTORY>                                         0
<CURRENT-ASSETS>                               24,007
<PP&E>                                        767,614
<DEPRECIATION>                                195,351
<TOTAL-ASSETS>                                616,597
<CURRENT-LIABILITIES>                          68,590
<BONDS>                                       200,582
                               0
                                         0
<COMMON>                                       31,190
<OTHER-SE>                                    280,327
<TOTAL-LIABILITY-AND-EQUITY>                  616,597
<SALES>                                        99,098
<TOTAL-REVENUES>                              107,360
<CGS>                                          47,293
<TOTAL-COSTS>                                  81,262
<OTHER-EXPENSES>                                    0
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                              4,016
<INCOME-PRETAX>                                23,645
<INCOME-TAX>                                    9,454
<INCOME-CONTINUING>                            14,191
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                   14,191
<EPS-PRIMARY>                                     .47
<EPS-DILUTED>                                     .47
        

</TABLE>


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