The Marcus Corporation
One of the largest owners of movie theatres in the United States, this company also runs a collection of hotels and resorts. Its cinema brands include Marcus Theatres, Movie Tavern, and BistroPlex, known for DreamLounger recliner seating. The business began in 1935 when Polish immigrant Ben Marcus, then 24, bought a single cinema in Ripon, Wisconsin; his family still leads the company today. Milwaukee's new Marc hotel revives the "Marc Plaza" name the firm gave its first hotel back in the 1970s.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
Special Note Regarding Forward-Looking Statements Certain matters discussed in this Quarterly Report on Form 10-Q and the accompanying Management’s Discussion and Analysis, are “forward-looking statements” intended to qualify for the safe harbors from liability established by th…
Special Note Regarding Forward-Looking Statements Certain matters discussed in this Quarterly Report on Form 10-Q and the accompanying Management’s Discussion and Analysis, are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may generally be identified as such because the context of such statements include words such as we “believe,” “anticipate,” “expect” or words of similar import. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which may cause results to differ materially from those expected, including, but not limited to, the following: (1) the adverse effects future pandemics or epidemics may have on our theatre and hotels and resorts businesses, results of operations, liquidity, cash flows, financial condition, access to credit markets and ability to service our existing and future indebtedness; (2) the availability, in terms of both quantity and audience appeal, of motion pictures for our theatre division (including disruptions in the production of films due to events such as tariffs or a strike by actors, writers or directors or future pandemics); (3) the effects of theatre industry dynamics such as the maintenance of a suitable window between the date such motion pictures are released in theatres and the date they are released to other distribution channels; (4) the effects of adverse economic conditions in our markets; (5) the effects of adverse economic conditions on our ability to obtain financing on reasonable and acceptable terms, if at all; (6) the effects on our occupancy and room rates caused by the relative industry supply of available rooms at comparable lodging facilities in our markets; (7) the effects of competitive conditions in our markets; (8) our ability to achieve expected benefits and performance from our strategic initiatives and acquisitions; (9) the effects of increasing depreciation expenses, reduced operating profits during major property renovations, impairment losses, and preopening and start-up costs due to the capital intensive nature of our business; (10) the effects of changes in the availability of and cost of labor and other supplies essential to the operation of our business; (11) the effects of tariffs that are implemented or merely threatened on our costs; (12) the effects of weather conditions, particularly during the winter in the Midwest and in our other markets; (13) our ability to identify properties to acquire, develop and/or manage and the continuing availability of funds for such development; (14) the adverse impact on business and consumer spending on travel, leisure and entertainment resulting from terrorist attacks in the United States or other incidents of violence in public venues such as hotels and movie theatres; and (15) a disruption in our business and reputational and economic risks associated with civil securities claims brought by shareholders. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Our forward-looking statements are based upon our assumptions, which are based upon currently available information. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this Form 10-Q and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. RESULTS OF OPERATIONS General For fiscal 2024 and prior periods, we reported our consolidated and individual segment results of operations on a 52- or 53-week fiscal year ending on the last Thursday in December, dividing our fiscal year into three 13-week quarters and a final quarter consisting of 13 or 14 weeks. Fiscal 2024 was a 52-week year with 364 operating days, beginning on December 29, 2023 and ending on December 26, 2024. Beginning on December 27, 2024, our fiscal year changed to a calendar fiscal year ending on December 31 of each year. Accordingly, effective for our fiscal year ending December 31, 2025, our quarterly results were three month periods ending March 31, June 30, September 30 and December 31. Fiscal 2025 was a 370 operating day year beginning on December 27, 2024 and ending on December 31, 2025 (comprised of five operating days between December 27-31, 2024, plus 365 operating days in calendar year 2025). Fiscal 2026 is a 365 operating day year beginning on January 1, 2026 and ending on December 31, 2026. 15 Table of Contents The second quarter of 2026 and 2025 consisted of the three month periods beginning on April 1 and ended on June 30. The first half of fiscal 2026 consisted of the six month period beginning on January 1, 2026 and ended on June 30, 2026 and included five fewer operating days compared to the prior year fiscal first half. The first half of fiscal 2025 consisted of the period beginning on December 27, 2024 and ended on June 30, 2025 (comprised of five operating days between December 27-31, 2024, plus 181 operating days in the calendar first half of 2025). Our primary operations are reported in the following two business segments: movie theatres and hotels and resorts. Within this MD&A, amounts for totals, subtotals, and variances may not recalculate exactly within tables due to rounding as they are calculated using the unrounded numbers. Overall Results The following table sets forth revenues, operating income (loss), other income (expense), net earnings (loss), and net earnings (loss) per diluted common share for the second quarter and first half of fiscal 2026 and fiscal 2025 (in millions, except for per share and variance percentage data): Second Quarter First Half Variance Variance F2026 F2025 Amt. Pct. F2026 F2025 Amt. Pct. Revenues $ 231.7 $ 206.0 $ 25.7 12.5 % $ 386.1 $ 354.8 $ 31.3 8.8 % Operating income (loss) 27.1 13.0 14.1 108.1 % 7.8 (7.4) 15.2 205.4 % Other income (expense) (3.1) (2.9) (0.1) (4.6) % (6.8) (6.7) (0.1) (1.6) % Net earnings (loss) $ 15.8 $ 7.3 $ 8.5 116.4 % $ 0.5 $ (9.5) $ 10.0 105.2 % Net earnings (loss) per common share - diluted $ 0.51 $ 0.23 $ 0.28 121.7 % $ 0.02 $ (0.31) $ 0.33 106.5 % Revenues increased during the second quarter and first half of fiscal 2026 compared to the second quarter and first half of fiscal 2025 due to increased revenues from both our theatre division and hotels and resorts division. First half revenues increased despite the fact that the first half of fiscal 2026 included five less operating days compared to the first half of fiscal 2025, negatively impacting revenue growth by approximately $15.3 million. Operating income during the second quarter of fiscal 2026 improved by $14.1 million compared to the second quarter of fiscal 2025, primarily due to increased revenues before cost reimbursements from both our theatre division and hotels and resorts division, a $0.6 million decrease in corporate expenses and a $0.3 million decrease in depreciation expense. Operating income (loss) during the first half of fiscal 2026 improved by $15.2 million compared to the first half of fiscal 2025 due to increased revenues from both our theatre and hotels and resorts divisions, decreased corporate expenses, and a $0.3 million decrease in depreciation expense, partially offset by a $5.3 million unfavorable impact as a result of five fewer operating days. Operating income (loss) during the first half of fiscal 2026 was negatively impacted by a $0.2 million loss on disposition of property, equipment and other assets, compared to a $1.2 million gain on disposition of property, equipment and other assets related to the sale of surplus land during the first half of fiscal 2025. Corporate expenses during the second quarter of fiscal 2026 decreased $0.6 million compared to the second quarter of fiscal 2025, primarily due to decreased incentive compensation expenses, decreased professional fees related to tax, and audit, partially offset by personnel and benefits cost inflation, increased non-cash stock compensation, director compensation, and increased legal professional fees. Corporate expenses during the first half of fiscal 2026 decreased $0.2 million compared to the first half of fiscal 2025 due to decreased professional fees related to tax, audit, and legal services, and decreased incentive compensation expenses, partially offset by increased non-cash stock compensation, personnel and benefits cost inflation, and director compensation. Our interest expense totaled $2.7 million and $5.4 million for the second quarter and first half of fiscal 2026, respectively, compared to $3.0 million and $5.8 million for the second quarter and first half of fiscal 2025, respectively. The decrease in interest expense during the second quarter and first half of fiscal 2026 was primarily due to decreased borrowings and a decrease in non-cash amortization of deferred financing costs. Changes in our borrowing levels due to variations in our operating results, capital expenditures, acquisition opportunities (or the lack thereof) and asset sale proceeds, among other items, may impact, either favorably or unfavorably, our actual reported interest expense in future periods, as may changes in short-term interest rates. 16 Table of Contents We recognized investment income of $0.1 million during the second quarter and first half of fiscal 2026, compared to $0.4 million and $0.5 million during the second quarter and first half of fiscal 2025, respectively. Variations in investment income were due to changes in the value of marketable securities. We did not have any significant variations in other expenses and equity losses from unconsolidated joint ventures during the second quarter and first half of fiscal 2026, compared to the second quarter and first half of fiscal 2025. Net earnings (loss) and net earnings (loss) per diluted common share improved during the second quarter and first half of fiscal 2026 compared to the second quarter and first half of fiscal 2025, resulting primarily from an increase in operating income as described above. We reported income tax expense of $8.1 million for the second quarter of fiscal 2026 compared to expense of $2.7 million for the second quarter of fiscal 2025. We reported income tax expense of $0.5 million for the first half of fiscal 2026 compared to a benefit of $4.6 million for the first half of fiscal 2025. Our fiscal 2026 first half effective income tax rate was 50.8% compared to our fiscal 2025 first half effective income tax rate of 32.7%. The effective income tax rate for the first half of 2026 was negatively impacted by discrete tax items related to stock option exercises. The effective income tax rate in both fiscal 2026 first half and fiscal 2025 first half was negatively impacted by excess compensation subject to deduction limitations. We anticipate that our effective income tax rate for fiscal 2026 may be in the 32% to 34% range, excluding any potential changes in federal or state income tax rates, valuation allowance adjustments or other one-time tax benefits. Our actual fiscal 2026 effective income tax rate may be different from our estimated quarterly rates depending upon actual facts and circumstances. Theatres The following table sets forth revenues, operating income, operating margin, Adjusted EBITDA and Adjusted EBITDA margin for our theatre division for the second quarter and first half of fiscal 2026 and fiscal 2025 (in millions, except for variance percentage, operating margin and Adjusted EBITDA margin): Second Quarter First Half Variance Variance F2026 F2025 Amt. Pct. F2026 F2025 Amt. Pct. Total revenues $ 150.6 $ 131.7 $ 19.0 14.4 % $ 243.6 $ 219.0 $ 24.6 11.2 % Total revenues before cost reimbursements 149.8 131.0 18.8 14.4 % 242.1 217.5 24.5 11.3 % Operating income 26.7 15.7 11.0 69.8 % 23.8 9.4 14.4 153.1 % Operating margin(1) 17.8 % 12.0 % 9.9 % 4.3 % Adjusted EBITDA(2) 36.3 26.5 9.8 36.8 % 44.3 30.2 14.1 46.6 % Adjusted EBITDA margin(2) 24.2 % 20.3 % 18.3 % 13.9 % (1)Operating margin is defined as operating income divided by total revenues before cost reimbursements. (2)Adjusted EBITDA margin is defined as Adjusted EBITDA divided by total revenues before cost reimbursements. See Adjusted EBITDA section below for further discussion and non-GAAP reconciliations. Revenues and operating income for the Theatre division improved during the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025, primarily due to increased attendance driven by stronger performances from films. Additionally, operating income in the second quarter of fiscal 2026 was favorably impacted by a $0.8 million decrease in depreciation expense and $0.3 million gain on disposition of property, equipment and other assets compared to a $0.2 million loss on disposition of property, equipment and other assets in second quarter of fiscal 2025. During the first half of fiscal 2026, revenues and operating income increased compared to the same period in fiscal 2025 driven primarily by stronger performances from films resulting in increased attendance, partially offset by five fewer operating days in the first half of fiscal 2026 compared to the first half of fiscal 2025. The five fewer operating days in the first half of fiscal 2026 (which occurred between the Christmas and New Year’s holidays in the prior year period) negatively impacted revenue growth by $12.2 million and the change in operating income by approximately $5.0 million. Additionally, operating income in the first half of fiscal 2026 was favorably impacted by a $1.2 million decrease in depreciation expense, and a $0.2 million gain on disposition of property, equipment and other assets compared to a $1.1 17 Table of Contents million gain on disposition of property, equipment and other assets in the first half of fiscal 2025, primarily due to sales of surplus land. Our theatre division Adjusted EBITDA and Adjusted EBITDA margin increased during the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025 driven by improved operating leverage from increased revenues and higher labor efficiency, partially offset by increased repairs & maintenance, and general administrative expenses. During the first half of fiscal 2026, theatre division Adjusted EBITDA and Adjusted EBITDA margin increased compared to the first half of fiscal 2025, due to increased revenues and improved labor efficiency, partially offset by a $5.0 million unfavorable impact from five fewer operating days and increases in insurance and general administrative expenses. The following table provides a further breakdown of the components of revenues for the theatre division for the second quarter and first half of fiscal 2026 and fiscal 2025 (in millions, except for variance percentage): Second Quarter First Half Variance Variance F2026 F2025 Amt. Pct. F2026 F2025 Amt. Pct. Admission revenues $ 72.6 $ 62.3 $ 10.2 16.4 % $ 117.4 $ 103.3 $ 14.1 13.7 % Concession revenues 65.3 57.6 7.7 13.3 % 104.8 95.6 9.2 9.6 % Other revenues 12.0 11.0 1.0 8.9 % 19.8 18.6 1.2 6.5 % Total revenues before cost reimbursements 149.8 131.0 18.8 14.4 % 242.1 217.5 24.5 11.3 % Cost reimbursements 0.8 0.6 0.2 n/m 1.5 1.5 — n/m Total revenues 150.6 131.7 19.0 14.4 % 243.6 219.0 24.6 11.2 % According to data received from Comscore (a national box office reporting service for the theatre industry) and compiled by us to evaluate our fiscal 2026 second quarter and first half results, U.S. box office receipts increased 11.5% during our fiscal 2026 second quarter compared to our fiscal 2025 second quarter, indicating that our increase in admission revenues for comparable theatres (excluding theatres closed during the past year) of 16.6% during the second quarter of fiscal 2026 outperformed the industry by 5.1 percentage points. We believe our outperformance in the second quarter of fiscal 2026 was largely attributable to strategic pricing changes made late during the second quarter of fiscal 2025, resulting in higher average ticket price growth compared to other exhibitors. We believe our outperformance was also the result of a favorable film mix, that included family films such as The Super Mario Galaxy Movie, Toy Story 5, and Star Wars: The Mandalorian and Grogu, that were more appealing to audiences in our Midwestern markets than in other parts of the U.S. Data received and compiled by us from Comscore also indicates that U.S. box office receipts increased 9.0% during our fiscal 2026 first half compared to the first half of fiscal 2025, indicating that our increase of 13.9% in admission revenues for comparable theatres (excluding theatres closed during the past year) during the first half of fiscal 2026, outperformed the industry by 4.9 percentage points. On a calendar date basis (January 1st through June 30th), U.S. box office receipts increased 14.9%, indicating that our increase in admissions revenues for our comparable theatres of 21.0%, outperformed the industry by 6.1 percentage points during the first half of 2026 compared to the first half of 2025, with ticket price changes and a favorable film mix contributing to this year-to-date outperformance. Additional data received and compiled by us from Comscore indicates our admission revenues at comparable theatres during the second quarter and first half of fiscal 2026 represented approximately 3.0% of the total admission revenues in the U.S. (commonly referred to as market share in our industry), compared to 2.8% and 2.9% during the second quarter and first half of fiscal 2025, respectively. Our goal is to outperform the industry, but our ability to do so in any given quarter will likely be partially dependent upon film mix, pricing strategies, weather and the competitive landscape in our markets. Total theatre attendance for our comparable theatres increased 10.9% during the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025, which was primarily attributable to increased box office performances from films. During the second quarter of fiscal 2026, there were 31 wide-release films (films shown in over approximately 1,500 theatres in the U.S., excluding re-release films) compared to 29 wide-release films during the second quarter of fiscal 2025. During the first half of fiscal 2026, total theatre attendance for our comparable theatres increased 7.2% compared to the first half of fiscal 2025, which was primarily attributable to increased box office performance from films and negatively 18 Table of Contents impacted by five less operating days described above. During the first half of fiscal 2026, there were 61 wide-release films, compared to 56 wide-release films during the first half of fiscal 2025. On a calendar date basis (January 1st through June 30th), total theatre attendance for our comparable theatres increased 13.9% during the first half of 2026 compared to the first half of 2025. Our highest grossing films during the fiscal 2026 second quarter included The Super Mario Galaxy Movie, Michael, Toy Story 5, Obsession, and Backrooms. Our top five films during our fiscal 2026 second quarter accounted for 55% of our total box office results, compared to 59% for the top five films during the second quarter of fiscal 2025, both expressed as a percentage of the total admission revenues for the relevant period. An increased reliance on just a few blockbuster films during a given quarter often has the effect of increasing our film rental costs during the period, as generally the better a particular film performs, the greater the film rental cost tends to be as a percentage of box office receipts. As a result of the less concentrated film slate, our overall film cost as a percentage of admission revenues during the second quarter of fiscal 2026 decreased compared to the same period in the prior fiscal year. Our average ticket price increased 5.2% and 6.2% during the second quarter and first half of fiscal 2026, respectively, compared to the second quarter and first half of fiscal 2025. Our average ticket price during the second quarter and first half of fiscal 2026 was favorably impacted by strategic pricing changes and ticket mix. These increases were partially offset by a decrease in the percentage of our ticket sales coming from premium large format (PLF) screens. The overall change in average ticket price favorably impacted our admission revenues of our comparable theatres by $3.5 million and $6.9 million during the second quarter and first half of fiscal 2026, respectively, compared to the second quarter and first half of fiscal 2025. Our average concession revenues per person increased by 2.4% and 2.6% during the second quarter and first half of fiscal 2026, respectively, compared to the second quarter and first half of fiscal 2025, resulting from increases in movie-themed merchandise sales, concessions menu prices, and the number of concessions transactions per person or incidence rate. The overall increase in average concession revenues per person favorably impacted our concession revenues of our comparable theatres by $1.5 million and $2.6 million during the second quarter and first half of fiscal 2026, respectively, compared to the second quarter and first half of fiscal 2025. Other revenues during the second quarter and first half of fiscal 2026 increased by $1.0 million and $1.2 million, respectively, compared to the second quarter and first half of fiscal 2025, due largely to the impact of increased attendance on internet surcharge ticketing fees and preshow and in-app advertising revenue. We ended the second quarter of fiscal 2026 with a total of 961 company-owned screens in 76 theatres and 14 managed screens at one theatre, compared to 971 company-owned screens in 77 theatres and 14 managed screens at one theatre, at the end of the second quarter of fiscal 2025. We made the decision to close underperforming theatres during fiscal 2025 and 2026, including one leased theatre during first quarter of fiscal 2025, and one owned theatre during the second quarter of fiscal 2026. Hotels and Resorts The following table sets forth revenues, operating income (loss), operating margin, Adjusted EBITDA and Adjusted EBITDA margin for our hotels and resorts division for the second quarter and first half of fiscal 2026 and fiscal 2025 (in millions, except for variance percentage, operating margin and Adjusted EBITDA margin): Second Quarter First Half Variance Variance F2026 F2025 Amt. Pct. F2026 F2025 Amt. Pct. Total revenues $ 81.0 $ 74.3 $ 6.7 9.0 % $ 142.4 $ 135.6 $ 6.8 5.0 % Total revenues before cost reimbursements 70.8 64.6 6.2 9.6 % 122.5 116.9 5.6 4.8 % Operating income (loss) 6.7 4.2 2.5 59.8 % (1.2) (1.9) 0.6 33.7 % Operating margin(1) 8.3 % 5.6 % (0.9) % (1.4) % Adjusted EBITDA(2) 14.7 11.2 3.5 31.1 % 14.4 12.2 2.2 17.9 % Adjusted EBITDA margin(2) 20.8 % 17.4 % 11.8 % 10.5 % (1)Operating margin is defined as operating income divided by total revenues before cost reimbursements. 19 Table of Contents (2)Adjusted EBITDA margin is defined as Adjusted EBITDA divided by total revenues before cost reimbursements. See Adjusted EBITDA section below for further discussion and non-GAAP reconciliations. Hotels and resorts division revenues increased 9.0% during the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025. Division operating income during the second quarter of fiscal 2026 increased $2.5 million compared to the second quarter of fiscal 2025 primarily due to increased revenues and improved labor efficiency. Conversely, operating income during the second quarter of fiscal 2026 was unfavorably impacted by a $0.5 million increase in depreciation expense, and a $0.4 million loss on disposition of property, equipment and other assets. During the first half of fiscal 2026, Hotels and resorts division revenues increased 5.0% compared to the first half of fiscal 2025. Results were negatively impacted by five fewer operating days during the first half of fiscal 2026 compared to the first half of fiscal 2025. The five fewer operating days during the first half of fiscal 2026 negatively impacted revenue growth by approximately $3.1 million and operating loss by approximately $0.4 million. Operating loss improved $0.6 million during the first half of fiscal 2026, compared to the first half of fiscal 2025, due primarily to increased revenues. Operating loss during the first half of fiscal 2026 was negatively impacted by a $1.0 million increase in depreciation expense, and a $0.4 million loss on disposition of property, equipment and other assets. Our Hotels and resorts division Adjusted EBITDA and Adjusted EBITDA margin increased during the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025 due to increased revenue and improved labor efficiency. Additionally, division Adjusted EBITDA during the second quarter of fiscal 2026 was favorably impacted by reimbursement of repair costs incurred in prior year following a water damage event. During the first half of fiscal 2026, Adjusted EBITDA and Adjusted EBITDA margin increased primarily due to increased revenues compared to the first half of fiscal 2025. Conversely, Adjusted EBITDA during the first half of fiscal 2026 was negatively impacted by approximately $0.4 million due to five fewer operating days, a decrease in other revenue related to certain group business at one of our condo hotel properties, and increases in personnel and other costs. The following table provides a further breakdown of the components of revenues for the hotels and resorts division for the second quarter and first half of fiscal 2026 and fiscal 2025 (in millions, except for variance percentage): Second Quarter First Half Variance Variance F2026 F2025 Amt. Pct. F2026 F2025 Amt. Pct. Room revenues $ 33.7 $ 29.6 $ 4.1 13.7 % $ 54.2 $ 48.9 $ 5.3 10.8 % Food/beverage revenues 22.5 21.3 1.2 5.7 % 40.0 39.1 0.8 2.2 % Other revenues 14.5 13.6 0.9 6.6 % 28.3 28.8 (0.5) (1.7) % Total revenues before cost reimbursements 70.8 64.6 6.2 9.6 % 122.5 116.9 5.6 4.8 % Cost reimbursements 10.2 9.7 0.5 5.2 % 19.9 18.7 1.2 6.2 % Total revenues $ 81.0 $ 74.3 $ 6.7 9.0 % $ 142.4 $ 135.6 $ 6.8 5.0 % Division total revenues before cost reimbursements increased 9.6% during the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025 due to increased occupancy at five of our seven comparable owned hotels, and strong golf revenues at Grand Geneva Resort & Spa. Division total revenues before cost reimbursements during the second quarter of fiscal 2026 were also favorably impacted by the Hilton Milwaukee being fully operational compared to the prior year period when the hotel had rooms out of service while undergoing significant renovations. Division total revenues before cost reimbursements increased 4.8% during the first half of fiscal 2026, compared to the first half of fiscal 2025, due to increased occupancy at four of our seven comparable owned hotels, partially offset by the negative impact of five fewer operating days due to the change in fiscal year described above and decreases in other revenues driven primarily by a group buyout of one condo hotel property during a portion of the first half of 2025 that did not reoccur in the current year. Division total revenues before cost reimbursements during the first half of fiscal 2026 were favorably impacted by the Hilton Milwaukee being fully operational compared to the prior year period when the hotel had rooms out of service while undergoing significant renovations. 20 Table of Contents The following table sets forth certain operating statistics for the second quarter and first half of fiscal 2026 and fiscal 2025, including our average occupancy percentage (number of occupied rooms as a percentage of available rooms), our average daily room rate, or ADR, and our total revenue per available room, or RevPAR, for comparable company-owned properties: Second Quarter First Half Variance Variance F2026 F2025 Amt. Pct. F2026 F2025 Amt. Pct. Occupancy pct. 73.2 % 67.3 % 5.9 pts 8.8 % 66.2 % 58.6 % 7.6 pts 13.0 % ADR $ 205.51 $ 196.35 $ 9.16 4.7 % $ 183.90 $ 181.34 $ 2.56 1.4 % RevPAR $ 150.39 $ 132.07 $ 18.32 13.9 % $ 121.82 $ 106.22 $ 15.60 14.7 % Note: These operating statistics represent averages of our seven distinct comparable company-owned hotels and resorts, branded and unbranded, in different geographic markets with a wide range of individual hotel performance. The statistics are not necessarily representative of any particular hotel or resort. RevPAR increased at six of our seven comparable company-owned properties during the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025, driven by both increased occupancy rates and increased average daily rates. Group business as a percentage of our mix of business represented approximately 45.2% of our total rooms revenue in the second quarter of fiscal 2026, compared to approximately 47.1% during the second quarter of fiscal 2025. Non-group transient pricing increased in most of our major markets during the second quarter of fiscal 2026, driven by strong leisure demand and continued group growth, which resulted in rate compression that increased average daily rates. According to data received from Smith Travel Research and compiled by us in order to evaluate our fiscal 2026 second quarter and first half results, comparable “upper upscale” hotels—hotels identified as our industry— throughout the United States experienced increases in RevPAR of 5.7% and 4.8% during our second quarter and first half of fiscal 2026, respectively, compared to our second quarter and first half of fiscal 2025, leading us to believe we outperformed the industry during the second quarter and first half of fiscal 2026 by approximately 8.2 and 9.9 percentage points, respectively. We believe our outperformance during the second quarter and first half of fiscal 2026 was partially driven by the favorable impact of the Hilton Milwaukee hotel being fully operational, compared to the second quarter and first half of fiscal 2025 when the hotel was undergoing significant renovations. Data received from Smith Travel Research for our various “competitive sets”—hotels identified in our specific markets that we deem to be competitors to our hotels—indicates that these hotels experienced an increase in RevPAR of 7.8% during our fiscal 2026 second quarter, again compared to our fiscal 2025 second quarter. Therefore, we outperformed our competitive sets during the second quarter of fiscal 2026 by approximately 6.1 percentage points. We believe our outperformance to our competitive sets during the second quarter of fiscal 2026 resulted primarily from strong performance in our group customer segment, in particular at our renovated hotel properties, coupled with a strong start to the summer golf season at Grand Geneva Resort & Spa. We believe the outperformance to our competitive sets during the second quarter of fiscal 2026 was also partially attributable to the renovation of Hilton Milwaukee in the prior year period which we believe unfavorably impacted our RevPAR in the second quarter of fiscal 2025 while favorably impacting competitive hotels. After adjusting for the estimated impact of the Hilton Milwaukee renovation on the prior year, we believe our hotels outperformed their competitive sets during the second quarter of fiscal 2026 by approximately 1.1 percentage point. During the first half of fiscal 2026, hotels in our competitive sets experienced an increase in RevPAR of 5.3%, indicating that we outperformed our competitive set hotels by approximately 9.4 percentage points. After adjusting for the estimated impact of the Hilton Milwaukee renovation on the prior year, we believe our hotels outperformed their competitive sets during the first half of fiscal 2026 by approximately 4.6 percentage points. We generally expect our revenue trends to track or exceed the overall industry trends for our segment of the industry, particularly in our respective markets. Hotel revenues have historically tracked very closely with traditional macroeconomic statistics, such as the Gross Domestic Product. The U.S. economic outlook remains in a period of heightened uncertainty. In the near term, we expect business travel demand and our group business to remain stable. Leisure travel demand has softened in the midscale and economy segments of the market, while generally remaining stable in the upper upscale segment of the market that includes most of our properties. Leisure travel in our markets has a seasonal component, peaking in the summer months and slowing down as children return to school and the weather turns colder in our primarily Midwestern markets. 21 Table of Contents As of the date of this report, our group room revenue bookings for fiscal 2026 - commonly referred to in the hotels and resorts industry as “group pace” - is running approximately 3% ahead of where we were at the same time last year. Group room revenue bookings for fiscal 2027 is running approximately 9% ahead of where we were at the same time in fiscal 2025 for fiscal 2026. Banquet and catering revenue pace for fiscal 2026 is running approximately 4% ahead of where we were at the same time last year. Banquet and catering revenue pace for fiscal 2027 is running approximately 9% ahead of where we were at the same time in fiscal 2025 for fiscal 2026. Adjusted EBITDA Adjusted EBITDA is a measure used by management and our board of directors to assess our financial performance and enterprise value. We believe that Adjusted EBITDA is a useful measure for us and investors, as it eliminates certain expenses that are not indicative of our core operating performance and facilitates a comparison of our core operating performance on a consistent basis from period to period. We also use Adjusted EBITDA as a basis to determine certain annual cash bonuses and long-term incentive awards, to supplement GAAP measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. Adjusted EBITDA is also used by analysts, investors and other interested parties as a performance measure to evaluate industry competitors. Adjusted EBITDA is a non-GAAP measure of our financial performance and should not be considered as an alternative to net earnings (loss) as a measure of financial performance, or any other performance measure derived in accordance with GAAP. Additionally, Adjusted EBITDA is not intended to be a measure of liquidity or free cash flow for management’s discretionary use. Adjusted EBITDA has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. We define Adjusted EBITDA as net earnings (loss) attributable to The Marcus Corporation before investment income or loss, interest expense, other expense, gain or loss on disposition of property, equipment and other assets, impairment charges, equity earnings or losses from unconsolidated joint ventures, net earnings or losses attributable to noncontrolling interests, income taxes, depreciation and amortization and non-cash share-based compensation expense, adjusted to eliminate the impact of certain items that we do not consider indicative of our core operating performance. These further adjustments are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses that are the same as or similar to some of the items eliminated in the adjustments made to determine Adjusted EBITDA, such as acquisition expenses, preopening expenses, accelerated depreciation, impairment charges and other adjustments. Our presentation of Adjusted EBITDA should not be construed to imply that our future results will be unaffected by any such adjustments. Definitions and calculations of Adjusted EBITDA differ among companies in our industries, and therefore Adjusted EBITDA disclosed by us may not be comparable to the measures disclosed by other companies. The following table sets forth Adjusted EBITDA by reportable operating segment for the second quarter and first half of fiscal 2026 and fiscal 2025 (in millions, except for variance percentage): Second Quarter First Half Variance Variance F2026 F2025 Amt. Pct. F2026 F2025 Amt. Pct. Theatres $ 36.3 $ 26.5 $ 9.8 36.8 % $ 44.3 $ 30.2 $ 14.1 46.6 % Hotels and resorts 14.7 11.2 3.5 31.1 % 14.4 12.2 2.2 17.9 % Corporate items (4.9) (5.5) 0.6 11.6 % (10.0) (10.5) 0.5 4.4 % Total Adjusted EBITDA $ 46.2 $ 32.3 $ 13.9 43.0 % $ 48.8 $ 32.0 $ 16.7 52.3 % 22 Table of Contents The following table sets forth our reconciliation of Adjusted EBITDA (in millions): Second Quarter First Half F2026 F2025 F2026 F2025 Net earnings (loss) $ 15.8 $ 7.3 $ 0.5 $ (9.5) Add (deduct): Investment (income) (0.1) (0.4) (0.1) (0.5) Interest expense 2.7 3.0 5.4 5.8 Other (income) expense 0.4 0.4 0.8 0.9 Loss (gain) on disposition of property, equipment and other assets 0.1 0.2 0.2 (1.2) Equity (earnings) losses from unconsolidated joint ventures — (0.1) 0.7 0.5 Income tax expense (benefit) 8.1 2.7 0.5 (4.6) Depreciation and amortization 17.4 17.6 35.2 35.4 Share-based compensation expenses (1) 1.6 1.4 5.5 5.0 Theatre exit costs (2) — — — 0.1 Other non-recurring (3) — — 0.1 — Total Adjusted EBITDA $ 46.2 $ 32.3 $ 48.8 $ 32.0 The following tables set forth our reconciliation of Adjusted EBITDA by reportable operating segment (in millions): Second Quarter, F2026 First Half, F2026 Theatres Hotels & Resorts Corp. Items Total Theatres Hotels & Resorts Corp. Items Total Operating income (loss) $ 26.7 $ 6.7 $ (6.3) $ 27.1 $ 23.8 $ (1.2) $ (14.8) $ 7.8 Depreciation and amortization 9.7 7.3 0.4 17.4 20.0 14.5 0.8 35.2 Loss (gain) on disposition of property, equipment and other assets (0.3) 0.4 — 0.1 (0.2) 0.4 — 0.2 Share-based compensation (1) 0.2 0.3 1.1 1.6 0.7 0.7 4.1 5.5 Other non-recurring (3) — — — — — 0.1 — 0.1 Total Adjusted EBITDA $ 36.3 $ 14.7 $ (4.9) $ 46.2 $ 44.3 $ 14.4 $ (10.0) $ 48.8 Second Quarter, F2025 First Half, F2025 Theatres Hotels & Resorts Corp. Items Total Theatres Hotels & Resorts Corp. Items Total Operating income (loss) $ 15.7 $ 4.2 $ (6.9) $ 13.0 $ 9.4 $ (1.9) $ (15.0) $ (7.4) Depreciation and amortization 10.5 6.7 0.4 17.6 21.2 13.5 0.8 35.4 Loss (gain) on disposition of property, equipment and other assets 0.2 — — 0.2 (1.2) — — (1.2) Share-based compensation (1) 0.2 0.3 1.0 1.4 0.7 0.6 3.7 5.0 Theatre exit costs (2) — — — — 0.1 — — 0.1 Total Adjusted EBITDA $ 26.5 $ 11.2 $ (5.5) $ 32.3 $ 30.2 $ 12.2 $ (10.5) $ 32.0 (1)Non-cash expense related to share-based compensation programs. (2)Reflects non-recurring costs related to the closure and exit of one theatre location in the first quarter of fiscal 2025. (3)Other non-recurring includes professional fees related to the sale of historic tax credits resulting from the renovation at Hilton Milwaukee. 23 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Liquidity Our movie theatre and hotels and resorts businesses each generate significant and consistent daily amounts of cash, subject to previously-noted seasonality, because each segment’s revenue is derived predominantly from consumer cash purchases. We believe that these relatively consistent and predictable cash sources, as well as the availability of unused credit lines, would be adequate to support the ongoing operational liquidity needs of our businesses. However, our cash position may fluctuate from time-to-time based on seasonality of our businesses, the timing of interest payments on our debt as well as timing of payment of other operating expenses that are paid on an infrequent basis. Maintaining and protecting a strong balance sheet has always been a core value of The Marcus Corporation during our 90-year history and our financial position remains strong. As of June 30, 2026, we had a cash balance of approximately $26.3 million, $219.3 million of availability under our $225 million revolving credit facility, our debt-to-capitalization ratio was 0.25, and our net leverage ratio was 1.14x net debt to Adjusted EBITDA. With our strong liquidity position combined with cash generated from operations, we believe we have sufficient liquidity to meet our obligations as they come due and to comply with our debt covenants for at least 12 months from the issuance date of the consolidated financial statements, as well as fund our longer-term capital requirements. The following table sets forth our reconciliations of Net Debt and Net Leverage (Net Debt to Adjusted EBITDA) (in millions, except leverage ratio): June 30, 2026 December 31, 2025 Long-term debt (GAAP measure) (1) $ 149.1 $ 159.0 Finance lease obligations (GAAP measure) (2) 10.0 11.3 Less: Cash and cash equivalents (26.3) (23.4) Net Debt $ 132.7 $ 146.8 Net Debt $ 132.7 $ 146.8 LTM Adjusted EBITDA (3) 116.0 99.3 Net Leverage (Net Debt to Adjusted EBITDA) 1.14x 1.48x (1)Represents total long-term debt, including the current portion of long-term debt. (2)Represents total finance lease obligations, including the current portion of finance lease obligations. (3)LTM Adjusted EBITDA is Adjusted EBITDA as reconciled and defined above for the last four fiscal quarters. We believe Net Leverage is a useful measure, as it provides management and investors an indication of our indebtedness less unrestricted cash relative to our earnings performance. Financial Condition Net cash provided by operating activities totaled $38.7 million during the first half of fiscal 2026, compared to net cash used in operating activities of $3.7 million during the first half of fiscal 2025. The $42.4 million increase in net cash provided by operating activities was primarily due to a $10.7 million favorable impact from the timing of payments of accounts payable, a $5.0 million decrease in prepaid and other assets, a $6.8 million increase in accrued compensation, $3.0 million in proceeds from the sale of historic tax credits, and a $10.0 million increase in net earnings. Net cash used in investing activities during the first half of fiscal 2026 totaled $16.5 million, compared to net cash used in investing activities of $31.5 million during the first half of fiscal 2025. The decrease in net cash used in investing activities of $15.1 million was the result of a decrease of $23.3 million in capital expenditures, partially offset by a $8.2 million decrease in proceeds from the sale of trading securities in the prior year that did not recur. Total cash capital expenditures (including normal continuing capital maintenance and renovation projects) totaled $16.6 million during the first half of fiscal 2026 compared to $39.9 million during the first half of fiscal 2025. 24 Table of Contents Fiscal 2026 first half cash capital expenditures included approximately $10.1 million incurred in our theatre division, including construction related to insured property damage at one theatre location, and normal maintenance capital projects. We incurred capital expenditures in our hotels and resorts division during the first half of fiscal 2026 of approximately $6.2 million, including several smaller capital improvement projects and normal maintenance capital projects. We incurred corporate capital expenditures during the first half of fiscal 2026 of approximately $0.3 million related to technology implementation. Net cash used in financing activities during the first half of fiscal 2026 totaled $17.9 million compared to net cash provided by financing activities of $7.4 million during the first half of fiscal 2025. During the first half of fiscal 2026, we increased our borrowings under our revolving credit facility as needed to fund our cash needs and used excess cash to reduce our borrowings under our revolving credit facility. As short-term revolving credit facility borrowings became due, we replaced them as necessary with new short-term revolving credit facility borrowings. As a result, we added $82.0 million of new short-term revolving credit facility borrowings, and we made $92.0 million of repayments on short-term revolving credit facility borrowings during the first half of fiscal 2026 (net $10.0 million decrease in borrowings on our credit facility). We ended the second quarter of fiscal 2026 with no outstanding borrowings under our revolving credit facility. During the first half of fiscal 2025, we increased our borrowings under our revolving credit facility as needed to fund our cash needs and used excess cash to reduce our borrowings under our revolving credit facility. As a result, we added $105.0 million of new short-term revolving credit facility borrowings, and we made $84.0 million of repayments on short-term revolving credit facility borrowings during the first half of fiscal 2025 (net $21.0 million increase in borrowings on our credit facility). Our debt-to-capitalization ratio (excluding our finance and operating lease obligations) was 0.25 at June 30, 2026, compared to 0.26 at December 31, 2025. During the first half of fiscal 2026, we repurchased 0.1 million shares of our common stock for $1.3 million in the open market, compared to 0.4 million shares of our common stock for $7.1 million in the open market during the first half of fiscal 2025. As of June 30, 2026, approximately 4.4 million shares remained available for repurchase under prior Board of Directors repurchase authorizations. Under these authorizations, we may repurchase shares of our common stock from time to time in the open market, pursuant to privately-negotiated transactions or otherwise, depending upon a number of factors, including prevailing market conditions. Dividends paid during the first half of fiscal 2026 were $4.8 million. Dividends paid during the first half of fiscal 2025 were $4.3 million. We have the ability to declare quarterly dividend payments and/or repurchase shares of our common stock in the open market as we deem appropriate. Critical Accounting Policies and Estimates We have included a summary of our Critical Accounting Policies and Estimates in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the summary provided in that report.
We have not experienced any material changes in our market risk exposures since December 31, 2025.
We have not experienced any material changes in our market risk exposures since December 31, 2025.
Read original filing text →There have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
There have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Read original filing text →