MCS 10-Q Quarter ended Aug. 26, 2010

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended August 26, 2010

For the transition period from to

Commission File Number 1-12604

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

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

Yes X No

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

Yes No

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

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

Yes No X

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 OCTOBER 1, 2010 – 20,769,509

CLASS B COMMON STOCK OUTSTANDING AT OCTOBER 1, 2010 – 8,854,179

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THE MARCUS CORPORATION

INDEX

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THE MARCUS CORPORATION

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION

Consolidated Balance Sheets

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 13 WEEKS ENDED AUGUST 26, 2010

(Unaudited)

Accounting Policies – Refer to the Company’s audited financial statements (including footnotes) for the fiscal year ended May 27, 2010, contained in the Company’s Form 10-K Annual Report for such year, for a description of the Company’s accounting policies.

Basis of Presentation – The consolidated financial statements for the 13 weeks ended August 26, 2010 and August 27, 2009 have been prepared by the Company without audit. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary to present fairly the unaudited interim financial information at August 26, 2010, and for all periods presented, have been made. The results of operations during the interim periods are not necessarily indicative of the results of operations for the entire year or other interim periods.

Comprehensive Income – Total comprehensive income for the 13 weeks ended August 26, 2010 and August 27, 2009 was $10,073,000 and $10,341,000, respectively.

Accumulated other comprehensive loss consists of the following, all presented net of tax:

Earnings Per Share – Net earnings per share (EPS) of Common Stock and Class B Common Stock is computed using the two-class method. Basic net earnings per share is computed by dividing net earnings by the weighted-average number of common shares outstanding less any non-vested stock. Diluted net earnings per share is computed by dividing net earnings by the weighted-average number of common shares outstanding, adjusted for the effect of dilutive stock options and non-vested stock using the treasury method. Convertible Class B Common Stock is reflected on an if-converted basis. The computation of the diluted net earnings per share of Common Stock assumes the conversion of Class B Common Stock, while the diluted net earnings per share of Class B Common Stock does not assume the conversion of those shares.

Holders of Common Stock are entitled to cash dividends per share equal to 110% of all dividends declared and paid on each share of Class B Common Stock. As such, the undistributed earnings for each period are allocated based on the proportionate share of entitled cash dividends. The computation of diluted net earnings per share of Common Stock assumes the conversion of Class B Common Stock and, as such, the undistributed earnings are equal to net earnings for that computation.

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The following table illustrates the computation of Common Stock and Class B Common Stock basic and diluted earnings per share for net earnings and provides a reconciliation of the number of weighted-average basic and diluted shares outstanding:

Fair Value Measurements – Certain financial assets and liabilities are recorded at fair value in the financial statements. Some are measured on a recurring basis while others are measured on a non-recurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. A fair value measurement assumes that a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.

The Company’s assets and liabilities measured at fair value are classified in one of the following categories:

Level 1 – Assets or liabilities for which fair value is based on quoted prices in active markets for identical instruments as of the reporting date. At August 26, 2010 and May 27, 2010, the Company’s $330,000 and $383,000, respectively, of available for sale securities were valued using Level 1 pricing inputs and were included in other current assets.

Level 2 – The liability related to the Company’s interest rate hedge contract was based on valuation models for which pricing inputs were either directly or indirectly observable as of the reporting date. The liability was $373,000 and $488,000 at August 26, 2010 and May 27, 2010, respectively.

Level 3 – Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates. At August 26, 2010 and May 27, 2010, none of the Company’s assets or liabilities were valued using Level 3 pricing inputs.

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Defined Benefit Plan – The components of the net periodic pension cost of the Company’s unfunded nonqualified, defined-benefit plan are as follows:

New Accounting Pronouncements – During the first quarter of fiscal 2011, the Company adopted Accounting Standards Codification No. 810 (originally issued as Statement of Financial Accounting Standard No. 167, Amendment to FASB Interpretation No. 46(R) ), which amends certain requirements of Financial Accounting Standards Board Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities (VIE). The statement requires a qualitative rather than quantitative analysis to determine the primary beneficiary of a VIE, requires continuous assessment of whether an enterprise is the primary beneficiary of a VIE and requires enhanced disclosures about an entity’s involvement with a VIE. The adoption of this statement did not have an impact on the Company’s overall financial position or results of operations.

The Company utilizes derivatives principally to manage market risks and reduce its exposure resulting from fluctuations in interest rates. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategies for undertaking various hedge transactions.

The Company entered into an interest rate swap agreement on February 1, 2008 covering $25,170,000 of floating rate debt, which expires February 1, 2011, and requires the Company to pay interest at a defined rate of 3.24% while receiving interest at a defined variable rate of one-month LIBOR (0.31% at August 26, 2010). The Company recognizes derivatives as either assets or liabilities on the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship. Derivatives that do not qualify for hedge accounting must be adjusted to fair value through earnings. The Company’s interest rate swap agreement is considered effective and qualifies as a cash flow hedge. For derivatives that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For the 13 weeks ended August 26, 2010 and August 27, 2009, the interest rate swap was considered effective and had no effect on earnings. The increase in fair value of the interest rate swap of $115,000 ($69,000 net of tax) and $53,000 ($40,000 net of tax) is included in accumulated other comprehensive loss for the 13 weeks ended August 26, 2010 and August 27, 2009, respectively. The Company does not expect the interest rate swap to have a significant effect on earnings within the next 12 months.

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As of August 26, 2010 and May 27, 2010, the notional amount of the swap was $25,170,000. The fair value of the swap as of August 26, 2010 and May 27, 2010 was a liability of $373,000 and $488,000, respectively, and was included in other accrued liabilities.

On February 29, 2008, the Company also entered into an interest rate swap agreement covering $25,000,000 of floating rate debt, which required the Company to pay interest at a defined rate of 3.49% while receiving interest at a defined variable rate of three-month LIBOR. The interest rate swap agreement was considered effective and qualified as a cash flow hedge. On March 19, 2008, the Company terminated the swap, at which time cash flow hedge accounting ceased. The fair value of the swap on the date of termination was a liability of $567,000 ($338,000 net of tax). For both the 13 weeks ended August 26, 2010 and August 27, 2009, the Company reclassified $28,000 ($17,000 net of tax) from accumulated other comprehensive loss to interest expense. The remaining loss at August 26, 2010 in accumulated other comprehensive loss will be reclassified into earnings as interest expense through April 15, 2013, the remaining life of the original hedge. The Company expects to reclassify approximately $113,000 ($68,000 net of tax) of loss into earnings within the next 12 months.

The Company’s effective income tax rate for the 13 weeks ended August 26, 2010 and August 27, 2009 was 40.2% and 36.5%, respectively. The increase in the effective rate is primarily due to a decrease during the 13 weeks ended August 27, 2009 in the amount of unrecognized tax benefits resulting from a lapse of the applicable statute of limitations.

The Company has approximately three years remaining on a ten and one half-year office lease. On July 7, 2005, the lease was amended in order to exit leased office space for the Company’s former limited-service lodging division. To induce the landlord to amend the lease, the Company guaranteed the lease obligations of the new tenant of the relinquished space throughout the remaining term of the lease. The maximum amount of future payments the Company could be required to pay if the new tenant defaults on its lease obligations was approximately $1,491,000 as of August 26, 2010.

The Company’s primary operations are reported in the following business segments: Theatres and Hotels/Resorts. Corporate items include amounts not allocable to the business segments. Corporate revenues consist principally of rent and the corporate operating loss includes general corporate expenses. Corporate information technology costs and accounting shared services costs are allocated to the business segments based upon several factors, including actual usage and segment revenues.

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Following is a summary of business segment information for the 13 weeks ended August 26, 2010 and August 27, 2009 (in thousands):

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THE MARCUS CORPORATION

Special Note Regarding Forward-Looking Statements

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

RESULTS OF OPERATIONS

General

We report our consolidated and individual segment results of operations on a 52-or-53-week fiscal year ending on the last Thursday in May. Fiscal 2011 is a 52-week year, as was fiscal 2010. We divide our fiscal year into three 13-week quarters and a final quarter consisting of 13 or 14 weeks. Our primary operations are reported in the following two business segments: movie theatres and hotels and resorts.

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The following table sets forth revenues, operating income, other income (expense), net earnings and net earnings per common share for the comparable first quarters of fiscal 2011 and 2010 (in millions, except for per share and variance percentage data):

Revenues and operating income (earnings before other income/expense and income taxes) increased during the first quarter of fiscal 2011 compared to the same period last year due to improved operating results from our hotels and resorts division. Operating results from our hotels and resorts division were favorably impacted by significantly higher occupancy rates during the fiscal 2011 first quarter. First quarter revenues and operating income in our theatre division were down slightly from last year’s same period due in part to a decrease in attendance. A reduction in our interest expense was offset by an increased effective income tax rate during the fiscal 2011 first quarter compared to the same period last year, resulting in a small decrease in net earnings compared to prior year’s first quarter.

We did not recognize any significant variations in investment income, gains or losses on the disposition of property, equipment and other assets or net equity losses from unconsolidated joint ventures during the first quarter of fiscal 2011 compared to the same quarter last year, nor do we currently expect significant variations in these items during the remainder of fiscal 2011. The timing of periodic sales of our property and equipment varies from quarter to quarter, resulting in variations in our reported gains or losses on disposition of property and equipment. We anticipate periodic additional sales of non-core property and equipment with the potential for additional disposition gains or losses from time to time, but the current economic environment will likely limit our sales activity during the near term.

Our interest expense totaled $2.7 million for the first quarter of fiscal 2011 compared to $3.0 million during the same period last year, a decrease of approximately $300,000, or 10.6%. The decrease in interest expense during the first quarter of fiscal 2011 was the result of reduced borrowings during that period, primarily due to improved operating results and a reduction in capital expenditures. Due to the stronger cash flow from our operating divisions during the summer months, our borrowing levels are typically at their lowest point at the end of our fiscal first quarter. It is likely that our borrowing levels will increase later this fiscal year as we intend to increase our capital spending while our operating cash flows decline during our slower operating months. As a result, barring an event that would require significantly more borrowings during fiscal 2011 than currently planned (such as a significant acquisition or share repurchase), and assuming short-term interest rates remain at or near current levels for the majority of the year, we currently believe our interest expense will not vary significantly from prior year levels during the remaining quarters of fiscal 2011 compared to fiscal 2010.

We reported income tax expense for the first quarter of fiscal 2011 of $6.7 million, an increase of over $800,000, or 14.7%, compared to income tax expense of $5.9 million during the same period of fiscal 2010. Our fiscal 2011 first quarter effective income tax rate was 40.2% compared to our fiscal 2010 first quarter effective rate of 36.5%. This increase in our effective tax rate was primarily due to a decrease in our liability for unrecognized tax benefits as a result of a lapse of the applicable statute of limitations during the fiscal 2010

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first quarter. The effective income tax rate in our fiscal 2011 first quarter is more consistent with our historical 38-40% range, and we are likely to remain in that range during the remaining quarters of fiscal 2011 pending any further lapses of statutes of limitations during the year or potential changes in federal or state tax rates. Our actual fiscal 2011 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 and operating margin for our theatre division for the first quarters of fiscal 2011 and 2010 (in millions, except for variance percentage and operating margin):

Consistent with the seasonal nature of the motion picture exhibition industry, the first quarter is typically the strongest period of our fiscal year for our theatre division due to the traditionally strong summer movie season. Our theatre division’s fiscal 2011 first quarter revenues and operating income decreased compared to the prior year’s same period due primarily to reduced attendance, partially offset by an increase in our average ticket price. Our fiscal 2011 first quarter operating margin for the theatre division was lower than its first quarter fiscal 2010 operating margin due in part to favorable real estate tax adjustments made last year during the first quarter. The remainder of the decline in operating margin was due to the negative impact of the reduced attendance.

The following table breaks down the components of revenues for the theatre division for the first quarters of fiscal 2011 and 2010 (in millions, except for variance percentage):

The decrease in our box office receipts for the first quarter of fiscal 2011 compared to the same period last year was due to a decrease in theatre attendance, partially offset by a 4.2% increase in our average ticket price during the fiscal 2011 first quarter compared to the same period last year. The increase in our average ticket price was attributable primarily to selected price increases and premium pricing for our digital 3D and Ultra Screen ^® attractions. Our fiscal 2011 first quarter concession revenues decreased compared to the same period last year as a result of the decreased attendance. Our average concession revenues per person for the fiscal 2011 first quarter increased 1.1% compared to the same period last year, due primarily to small selected

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price increases. Other revenues increased slightly during our fiscal 2011 first quarter due primarily to increases in lobby and pre-show advertising income.

Comparable theatre attendance decreased 6.6% during the first quarter of fiscal 2011 compared to the same period last year. Although we experienced weekly variations throughout the 13-week quarter, the majority of the comparable theatre decrease in box office receipts and attendance occurred primarily during the first two weeks of the quarter – our overall box office revenues actually increased slightly over the span of the last 11 weeks of the fiscal 2011 first quarter compared to the same period last year. This year’s Memorial Day film holdovers and films released in early June (including Shrek Forever After, Sex and the City 2 and Prince of Persia: The Sands of Time ) did not perform as well as the comparative pictures last year, which included Night at the Museum: Battle of the Smithsonian, Up and the surprise hit The Hangover . In addition, the quantity of top performing films decreased this year – only five movies produced box office receipts of over $2 million for our circuit during our fiscal 2011 first quarter, compared to seven films that reached that milestone during the same period last year. Our highest grossing films during the fiscal 2011 first quarter included Toy Story 3 (3D) , The Twilight Saga: Eclipse, Inception and Despicable Me (3D).

As noted above, our fiscal 2011 first quarter average ticket price benefited from several recent investments in digital 3D technology, including the recent addition of digital 3D in eight of our signature 70-foot wide Ultra Screens (branded Ultra Screen XL 3D). With one or more digital 3D screens now available in approximately 86% of our first-run theatres, we are also benefitting from the increased number of digital 3D films being released by the film studios. In addition to the two fiscal 2011 first quarter 3D films noted above, the previously mentioned Shrek Forever After film was also available in digital 3D, meaning three of our top six films during the quarter were available in both 3D and 2D formats. Approximately 50% of our box office receipts from these three films were from our 3D showings of these pictures. Due to the early success of our Ultra Screen XL 3D screens and the fact that over 30 3D films are currently scheduled for release over the next 16 months, we recently announced plans to install digital 3D in three more of our existing Ultra Screens, meaning that approximately 85% of our Ultra Screens will have 3D capability.

September is typically the slowest month of the year for our theatre division, and film product for the second quarter of fiscal 2011 has thus far produced box office results fairly similar to the same period last year. With several additional 3D films scheduled to be released during the fiscal 2011 second quarter, we expect our average ticket price to again increase over the prior year’s same period. Films scheduled to be released this fall and during the upcoming Thanksgiving holiday period that may generate substantial box office interest include: Secretariat, Jackass 3D, Saw 3D, Megamind (3D), Due Date, Unstoppable, Skyline, Harry Potter and the Deathly Hallows – Part 1 (3D) and Tangled (3D). Revenues for the theatre business and the motion picture industry in general are heavily dependent on the general audience appeal of available films, together with studio marketing, advertising and support campaigns and the maintenance of the current “windows” between the date a film is released in theatres and the date a motion picture is released to other channels, including video on-demand and DVD. These are factors over which we have no control.

We ended the first quarter of fiscal 2011 with a total of 657 company-owned screens in 52 theatres and 11 managed screens in two theatres compared to 657 company-owned screens in 52 theatres and 6 managed screens in one theatre at the end of the same period last year. Early in our fiscal 2011 second quarter, we purchased a 16-screen theatre in Appleton, Wisconsin from Regal Entertainment Group.

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Hotels and Resorts

The following table sets forth revenues, operating income and operating margin for our hotels and resorts division for the first quarters of fiscal 2011 and 2010 (in millions, except for variance percentage and operating margin):