8-K

MARCUS CORP (MCS)

8-K 2025-10-31 For: 2025-10-31
View Original
Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report
(Date of earliest<br>event reported): October 31, 2025 THE MARCUS CORPORATION
---

(Exact name of registrant as

specified in its charter)

Wisconsin 1-12604 39-1139844
(State or other<br><br>jurisdiction of<br><br>incorporation) (Commission File<br><br>Number) (IRS Employer<br><br>Identification No.)

111 East Kilbourn Avenue, Suite 1200, Milwaukee, Wisconsin 53202-4125

(Address of principal executive offices, including zip code)

(414) 905-1000

(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17-CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $1.00 par value MCS New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02.Results of Operations and Financial Condition.

On October 31, 2025, The Marcus Corporation issued a press release announcing (i) its financial results for its third quarter ended September 30, 2025, and (ii) that its Board of Directors has authorized the repurchase of up to 4,000,000 additional shares of the Company’s outstanding common stock under the Company’s previously announced share repurchase program. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.Financial Statements and Exhibits.

(a)Not applicable.

(b)Not applicable.

(c)Not applicable.

(d)Exhibits. The following exhibit is being furnished herewith:

Exhibit<br><br>Number
99.1 Press Release of The Marcus Corporation, datedOctober 31, 2025, regarding its financial results for itsthirdquarter endedSeptember30, 2025and regarding an increase to its share repurchase program.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

THE MARCUS CORPORATION
Date: October 31, 2025 By: /s/ Chad M. Paris
Chad M. Paris
Chief Financial Officer and Treasurer

Document

Exhibit 99.1

marcus_mastheadxcorp.jpg

MARCUS CORPORATION REPORTS THIRD QUARTER FISCAL 2025 RESULTS Company repurchases $9 million in shares during third quarter; Board of Directors authorizes repurchase of up to 4.0 million additional shares

Milwaukee, October 31, 2025 … The Marcus Corporation (NYSE: MCS) today reported results for the third quarter fiscal 2025 ended September 30, 2025.

“Marcus Hotels & Resorts led the way during the third quarter of fiscal 2025, delivering revenue growth and overcoming a tough comparison to last year’s third quarter, which significantly benefitted from the impact of the Republican National Convention in Milwaukee,” said Gregory S. Marcus, chief executive officer of Marcus Corporation. “At Marcus Theatres, while several films performed well during the quarter, the absence of a breakout blockbuster hit movie and fewer family films resulted in a weaker box office. Looking ahead, the remainder of the year features several highly anticipated films, and the 2026 film slate is franchise heavy, including more family films. Our continued confidence in the underlying strength of both businesses resulted in spending $9 million to repurchase 0.6 million shares during the third quarter of fiscal 2025, with our Board of Directors authorizing the repurchase of up to 4.0 million additional shares. In the past four quarters, we are pleased to have returned more than $25 million to our shareholders.”

Third Quarter Fiscal 2025 Highlights

•Total revenues for the third quarter of fiscal 2025 were $210.2 million, a 9.7% decrease from total revenues of $232.7 million for the third quarter of fiscal 2024.

•Operating income was $22.7 million for the third quarter of fiscal 2025, a 30.7% decrease from operating income of $32.8 million for the prior year quarter.

•Net earnings was $16.2 million for the third quarter of fiscal 2025, compared to net earnings of $23.3 million for the same period in fiscal 2024. Net earnings for the third quarter of fiscal 2025 was favorably impacted by a $3.0 million, or $0.10 per share, gain from a property insurance settlement, net of tax. Net earnings for the third quarter of fiscal 2024 was negatively impacted by $1.5 million, or $0.05 per share, of debt conversion expense and related tax impacts of the convertible senior notes repurchases.

•Net earnings per diluted common share was $0.52 for the third quarter of fiscal 2025, compared to net earnings per diluted common share of $0.73 for the third quarter of fiscal 2024.

•Adjusted EBITDA was $40.4 million for the third quarter of fiscal 2025, a 22.6% decrease from Adjusted EBITDA of $52.3 million for the prior year quarter.

First Three Quarters Fiscal 2025 Highlights

•Total revenues for the first three quarters of fiscal 2025 were $565.0 million, a 3.2% increase from total revenues of $547.2 million for the first three quarters of fiscal 2024.

•Operating income was $15.3 million for the first three quarters of fiscal 2025, a 16.5% decrease from operating income of $18.4 million for the first three quarters of fiscal 2024.

•Net earnings was $6.7 million for the first three quarters of fiscal 2025, compared to net loss of $8.8 million for the first three quarters of fiscal 2024. Net earnings for the first three quarters of fiscal 2025 was favorably impacted by a $3.0 million, or $0.10 per share, gain from a property insurance settlement, net of tax. Net loss for the first three quarters of fiscal 2024 was negatively impacted by $16.5 million, or $0.52 per share, of debt conversion expense and related tax impacts of the convertible senior notes repurchases.

•Net earnings per diluted common share was $0.21 for the first three quarters of fiscal 2025, compared to net loss per diluted common share of $0.28 for the first three quarters of fiscal 2024.

•Adjusted EBITDA was $72.5 million for the first three quarters of fiscal 2025, a 5.3% decrease from Adjusted EBITDA of $76.5 million for first three quarters of fiscal 2024.

Marcus Theatres®

Total Theatre revenues were $119.9 million for the third quarter of fiscal 2025, a 16.6% decrease compared to the third quarter of fiscal 2024. Division operating income was $12.3 million for the third quarter of fiscal 2025, a $9.4 million decrease compared to the third quarter of fiscal 2024. Adjusted EBITDA was $22.1 million for the third quarter of fiscal 2025, a 33.4% decrease from the third quarter of fiscal 2024.

Same store admission revenues for the third quarter of fiscal 2025 decreased 15.8%, with an unfavorable mix of films in our Midwestern markets that was light on family film content, compared to a favorable mix of films in the prior year quarter. Same store attendance decreased 18.7% in the third quarter of fiscal 2025 with average ticket prices up 3.6% compared to the prior year quarter due to strategic price changes designed to optimize peak demand, as well as a higher percentage of sales coming from premium large format screens. Average concession revenues per person increased 2.1% during the third quarter compared to the prior year quarter.

During the third quarter of fiscal 2025, Marcus Theatres’ top five highest-performing films were Superman, Jurassic World: Rebirth, The Fantastic Four: First Steps, The Conjuring: Last Rights, and Weapons.

“While the film slate during the third quarter of fiscal 2025 featured several movies that performed better than expected, the overall mix was not as favorable in our mostly Midwestern markets. Moreover, the absence of high-performing tentpole films during the quarter resulted in a difficult comparison to the prior year period, which featured several blockbuster movies and was a record for Marcus Theatres,” said Mark A. Gramz, president of Marcus Theatres. “We expect these dynamics to be short-lived, with presales of Wicked: For Good trending over three times ahead of pre-sales for last year’s Wicked, which was a major box office success. With several other highly anticipated films on the way, including family-friendly titles that tend to play well in our markets, the holiday season is warming up to bring plenty of cheer to a wide range of audiences.”

Several films have contributed to early fiscal 2025 fourth quarter results, including Black Phone 2, One Battle After Another, and Taylor Swift: The Official Release Party of a Showgirl, with a strong film slate scheduled for the remainder of the year, including Predator: Badlands, The Running Man, Now You See Me: Now You Don’t, Wicked: For Good, Zootopia 2, Five Nights at Freddy’s 2, The SpongeBob Movie: Search for SquarePants, and Avatar: Fire and Ash. While film schedule changes may occur, new films planned to be released during fiscal 2026 that have the potential to perform very well include: The Super Mario Galaxy Movie, The Mandalorian and Grogu, Toy Story 5, Supergirl, Minions 3, Moana, Spider-Man: Brand New Day, The Odyssey, Jumanji 3, Avengers: Doomsday, and Dune Messiah.

Marcus® Hotels & Resorts

During the third quarter of fiscal 2025, Marcus Hotels & Resorts reported total revenues before cost reimbursements of $80.3 million, a 1.7% increase over the third quarter of fiscal 2024, due to growth in food and beverage revenues driven by strong group business and increased occupancy at six out of seven owned hotels. Division operating income of $16.4 million during the third quarter of fiscal 2025 decreased $0.7 million and was negatively impacted by an increase in depreciation expense of $0.5 million due to hotel renovations completed during fiscal 2024 and fiscal 2025. Adjusted EBITDA was $23.1 million in the third quarter of fiscal 2025, a 0.3% increase compared to the prior year quarter.

Revenue per available room, or RevPAR, decreased 1.5% in the fiscal 2025 third quarter, primarily due to decreased average daily rates compared to the prior year period when the Republican National Convention favorably impacted rates. During the third quarter of fiscal 2025, Marcus Hotels & Resorts outperformed its competitive sets by 5.2 percentage points, primarily driven by strong performance in group business and a strong summer season at Grand Geneva Resort & Spa.

"We are pleased with our third quarter fiscal 2025 results, successfully achieving overall growth despite a tough comparison,” said Michael R. Evans, president of Marcus Hotels & Resorts. “We continue to capitalize on the strength in group business, which is particularly strong at our newly renovated properties - Grand Geneva Resort & Spa, The Pfister Hotel, and Hilton Milwaukee. We also continue to see stable leisure travel demand in our markets, and we believe our upper upscale properties remain well positioned to outperform within the markets in which they compete.”

In September, Marcus Hotels & Resorts announced that the west wing of Hilton Milwaukee will reopen in early 2026 as The Marc Hotel, an independent 175-room hotel. With direct connectivity to the Baird Center, The Marc Hotel will serve as an appealing destination for both convention attendees and travelers seeking a convenient limited-service hotel option.

In October, four Marcus Hotels & Resorts’ properties were recognized with top honors by Condé Nast Traveler 2025 Readers’ Choice Awards. Grand Geneva Resort & Spa claimed the title of the No. 1 top resort in the Midwest; The Platinum Hotel in Las Vegas was recognized as the No. 2 hotel in Las Vegas; Kimpton Hotel Monaco Pittsburgh was ranked as a top hotel in the Mid-Atlantic; and The Pfister Hotel was among the top hotels in the Midwest by readers of Condé Nast Traveler. The awards are one of the most prestigious recognitions in the hospitality industry.

Return of Capital to Shareholders

During the third quarter of fiscal 2025, the Company repurchased 0.6 million shares of common stock for $9.0 million in cash, and during the first three quarters of fiscal 2025, the Company repurchased 1.0 million shares of common stock for $16.2 million in cash. Since resuming share repurchases in the third quarter of fiscal 2024, the Company has repurchased 1.7 million shares of common stock, or 5.3% of the shares outstanding, for $25.9 million in cash.

Marcus Corporation’s Board of Directors announced today that it has authorized the repurchase of up to 4.0 million additional shares of the Company’s common stock, subject to certain market and other conditions. The new authorization adds to the Company’s existing share repurchase program that had approximately 0.7 million shares remaining under prior authorizations as of September 30, 2025, resulting in 4.7 million shares remaining available for repurchase under Board of Directors repurchase authorizations. As of September 30, 2025, the Company had 23.7 million shares of common stock outstanding and 7.0 million shares of Class B common stock outstanding.

“We continue to believe that repurchasing our shares is a good investment for the company. With our strong balance sheet and cash flow, we believe that when timing and market conditions are appropriate, we will be able to repurchase shares to enhance shareholder value while at the same time continuing to invest in our businesses to facilitate our long-term growth,” said Chad Paris, chief financial officer and treasurer of Marcus Corporation.

The new authorization does not obligate the Company to acquire any particular number of shares of common stock. The pace of the company’s repurchase activity will depend on factors such as current stock price, market conditions, liquidity, other capital uses and other factors. The company’s share repurchase program may be suspended, modified or discontinued at any time and has no set expiration date. The shares repurchased would be retained as treasury stock and used for employee benefit plans or other general corporate purposes.

Fiscal Year Change

Beginning December 27, 2024, the Company’s fiscal year changed from a 52-53 week fiscal year ending on the last Thursday of each year to a fiscal year ending on December 31 of each year. Accordingly, beginning in the current year, the Company’s quarterly results are for three-month periods ending March 31, June 30, September 30 and December 31.

Conference Call and Webcast

Marcus Corporation management will hold a conference call today, Friday, October 31, 2025, at 10:00 a.m. Central/11:00 a.m. Eastern time. Interested parties may listen to the call live on the internet through the investor relations section of the company's website: investors.marcuscorp.com, or dialing 1- 646-844-6383 and entering the passcode 224516. Listeners should dial in to the call at least 5-10 minutes prior to the start of the call or should go to the website at least 15 minutes prior to the call to download and install any necessary audio software.

A telephone replay of the conference call will be available through Friday, November 7, 2025, by dialing 1-866-813-9403 and entering passcode 560371. The webcast will be archived on the company’s website until its next earnings release.

For additional information, contact:

Investors: Chad Paris

(414) 905-1100

investors@marcuscorp.com

Media: Megan Hakes

(414) 788-6599

Megan.Hakes@hprstrategies.com

Non-GAAP Financial Measure

Adjusted EBITDA has been presented in this press release as a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. The company defines 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, 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 the company does not consider indicative of its core operating performance. A reconciliation of this measure to the equivalent measure under GAAP, along with reconciliations of this measure for each of our operating segments, are set forth in the attached table.

Adjusted EBITDA is a key measure used by management and the company’s board of directors to assess the company’s financial performance and enterprise value. The company believes that Adjusted EBITDA is a useful measure, as it eliminates certain expenses and gains that are not indicative of the company’s core operating performance and facilitates a comparison of the company’s core operating performance on a consistent basis from period to period. The company also uses 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 its business strategies, to make budgeting decisions, and to compare its 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 the company’s 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 and it should not be construed as an inference that the company’s future results will be unaffected by unusual or non-recurring items. Additionally, Adjusted EBITDA is not intended to be a measure of liquidity or free cash flow for management’s discretionary use. In addition, this non-GAAP measure excludes certain non-recurring and other charges and has its limitations as an analytical tool. You should not consider Adjusted EBITDA in isolation or as a substitute for analysis of the company’s results as reported under GAAP. In evaluating Adjusted EBITDA, you should be aware that in the future the company 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. The company’s presentation of Adjusted EBITDA should not be construed to imply that the company’s 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 the company may not be comparable to the measures disclosed by other companies.

About The Marcus Corporation

Headquartered in Milwaukee, Marcus Corporation is a leader in the lodging and entertainment industries, with significant company-owned real estate assets. Marcus Corporation’s theatre division, Marcus Theatres®, is the fourth largest theatre circuit in the U.S. and currently owns or operates 985 screens at 78 locations in 17 states under the Marcus Theatres, Movie Tavern® by Marcus and BistroPlex® brands. The company’s lodging division, Marcus® Hotels & Resorts, owns and/or manages 16 hotels, resorts and other properties in eight states.  For more information, please visit the company’s website at www.marcuscorp.com.

Certain matters discussed in this press release 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 press release and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

THE MARCUS CORPORATION

Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share data)

Three Months Ended Nine Months Ended
September 30,<br>2025 September 26,<br>2024 September 30,<br>2025 September 26,<br>2024
Revenues:
Theatre admissions $ 57,714 $ 68,980 $ 160,993 $ 158,156
Rooms 39,875 40,019 88,782 88,728
Theatre concessions 51,244 62,118 146,855 141,230
Food and beverage 24,137 22,283 63,257 57,718
Other revenues 26,546 28,876 74,210 71,112
199,516 222,276 534,097 516,944
Cost reimbursements 10,635 10,392 30,863 30,303
Total revenues 210,151 232,668 564,960 547,247
Costs and expenses:
Theatre operations 59,327 68,460 173,169 165,563
Rooms 12,102 12,300 33,094 32,875
Theatre concessions 20,962 24,062 61,750 57,463
Food and beverage 17,280 16,084 47,565 45,027
Advertising and marketing 7,177 6,645 19,065 18,448
Administrative 22,913 23,202 70,601 67,234
Depreciation and amortization 16,835 17,274 52,276 49,988
Rent 6,304 6,631 18,875 19,474
Property taxes 3,888 4,442 12,625 12,061
Other operating expenses 10,069 10,279 31,007 29,890
(Gain) loss on disposition of property, equipment and other assets (72) 115 (1,256) 95
Impairment charges 472
Reimbursed costs 10,635 10,392 30,863 30,303
Total costs and expenses 187,420 199,886 549,634 528,893
Operating income 22,731 32,782 15,326 18,354
Other income (expense):
Investment income (19) 809 464 1,674
Interest expense (2,766) (3,062) (8,569) (8,160)
Other income (expense) 4,187 (390) 3,300 (1,121)
Debt conversion expense (1,410) (15,318)
Equity earnings (losses) from unconsolidated joint ventures 57 (9) (438) (446)
1,459 (4,062) (5,243) (23,371)
Earnings (loss) before income taxes 24,190 28,720 10,083 (5,017)
Income tax expense 7,960 5,406 3,348 3,756
Net earnings (loss) $ 16,230 $ 23,314 6,735 (8,773)
Net earnings (loss) per common share - diluted $ 0.52 $ 0.73 $ 0.21 $ (0.28)
Weighted average shares outstanding - diluted 31,175 32,031 31,449 32,002

THE MARCUS CORPORATION

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

September 30,<br>2025 December 26,<br>2024
Assets:
Cash and cash equivalents $ 7,388 $ 40,841
Restricted cash 3,093 3,738
Accounts receivable 21,714 21,457
Assets held for sale 1,199
Other current assets 18,523 24,915
Property and equipment, net 698,973 685,734
Operating lease right-of-use assets 149,194 159,194
Other assets 105,413 107,450
Total Assets $ 1,004,298 $ 1,044,528
Liabilities and Shareholders' Equity:
Accounts payable $ 34,145 $ 50,690
Income taxes 115
Taxes other than income taxes 18,818 18,696
Other current liabilities 72,102 78,806
Current portion of finance lease obligations 2,850 2,591
Current portion of operating lease obligations 16,176 15,765
Current maturities of long-term debt 10,133
Finance lease obligations 8,969 10,360
Operating lease obligations 152,620 164,776
Long-term debt 161,953 149,007
Deferred income taxes 35,531 32,619
Other long-term obligations 46,677 46,219
Equity 454,342 464,866
Total Liabilities and Shareholders' Equity $ 1,004,298 $ 1,044,528

THE MARCUS CORPORATION

Business Segment Information

(Unaudited)

(In thousands)

Theatres Hotels/<br>Resorts Corporate<br>Items Total
Three Months Ended September 30, 2025
Revenues $ 119,941 $ 90,129 $ 81 $ 210,151
Operating income (loss) 12,331 16,356 (5,956) 22,731
Depreciation and amortization 10,155 6,285 395 16,835
Adjusted EBITDA 22,106 23,144 (4,804) 40,446
Three Months Ended September 26, 2024
Revenues $ 143,843 $ 88,738 $ 87 $ 232,668
Operating income (loss) 21,761 17,041 (6,020) 32,782
Depreciation and amortization 11,347 5,789 138 17,274
Adjusted EBITDA 33,187 23,074 (3,986) 52,275
Nine Months Ended September 30, 2025
Revenues $ 338,948 $ 225,733 $ 279 $ 564,960
Operating income (loss) 21,750 14,506 (20,930) 15,326
Depreciation and amortization 31,316 19,767 1,193 52,276
Adjusted EBITDA 52,346 35,381 (15,273) 72,454
Nine Months Ended September 26, 2024
Revenues $ 326,565 $ 220,432 $ 250 $ 547,247
Operating income (loss) 18,803 17,996 (18,445) 18,354
Depreciation and amortization 33,900 15,701 387 49,988
Adjusted EBITDA 54,412 34,489 (12,375) 76,526

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.

Supplemental Data

(Unaudited)

(In thousands)

Three Months Ended Nine Months Ended
Consolidated September 30,<br>2025 September 26,<br>2024 September 30,<br>2025 September 26,<br>2024
Net cash flow provided by (used in) operating activities $ 39,089 $ 30,497 $ 35,400 $ 51,374
Net cash flow provided by (used in) investing activities (15,061) (17,757) (46,606) (58,397)
Net cash flow provided by (used in) financing activities (30,246) (17,480) (22,892) (19,770)
Capital expenditures (20,894) (18,487) (60,809) (53,770)

THE MARCUS CORPORATION

Reconciliation of Net Earnings (Loss) to Adjusted EBITDA

(Unaudited)

(In thousands)

Three Months Ended Nine Months Ended
September 30,<br>2025 September 26,<br>2024 September 30,<br>2025 September 26,<br>2024
Net earnings (loss) $ 16,230 $ 23,314 $ 6,735 $ (8,773)
Add (deduct):
Investment (income) loss 19 (809) (464) (1,674)
Interest expense 2,766 3,062 8,569 8,160
Other expense (income) (a) (4,187) 390 (3,300) 1,121
(Gain) Loss on disposition of property, equipment and other assets (72) 115 (1,256) 95
Equity earnings (losses) from unconsolidated joint ventures (57) 9 438 446
Income tax expense 7,960 5,406 3,348 3,756
Depreciation and amortization 16,835 17,274 52,276 49,988
Share-based compensation (b) 1,230 2,225 6,216 7,157
Impairment charges (c) 472
Theatre exit costs (d) 135 136
Insured losses (recoveries) (e) (278) (206) (243) 239
Debt conversion expense (f) 1,410 15,318
Other non-recurring (g) 85 85
Adjusted EBITDA $ 40,446 $ 52,275 $ 72,454 $ 76,526

Reconciliation of Operating Income (Loss) to Adjusted EBITDA by Reportable Segment

(Unaudited)

(In thousands)

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025
Theatres Hotels & Resorts Corp. Items Total Theatres Hotels & Resorts Corp. Items Total
Operating income (loss) $ 12,331 $ 16,356 $ (5,956) $ 22,731 $ 21,750 $ 14,506 $ (20,930) $ 15,326
Depreciation and amortization 10,155 6,285 395 16,835 31,316 19,767 1,193 52,276
(Gain) loss on disposition of property, equipment and other assets (280) 225 (17) (72) (1,473) 234 (17) (1,256)
Share-based compensation (b) 178 278 774 1,230 861 874 4,481 6,216
Theatre exit costs (d) 135 135
Insured losses (recoveries) (e) (278) (278) (243) (243)
Adjusted EBITDA $ 22,106 $ 23,144 $ (4,804) $ 40,446 $ 52,346 $ 35,381 $ (15,273) $ 72,454
Three Months Ended September 26, 2024 Nine Months Ended September 26, 2024
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Theatres Hotels & Resorts Corp. Items Total Theatres Hotels & Resorts Corp. Items Total
Operating income (loss) $ 21,761 $ 17,041 $ (6,020) $ 32,782 $ 18,803 $ 17,996 $ (18,445) $ 18,354
Depreciation and amortization 11,347 5,789 138 17,274 33,900 15,701 387 49,988
(Gain) loss on disposition of property, equipment and other assets 126 (11) 115 99 (4) 95
Share-based compensation (b) 159 255 1,811 2,225 763 796 5,598 7,157
Impairment charges (c) 472 472
Theatre exit costs (d) 136 136
Insured losses (recoveries) (e) (206) (206) 239 239
Other non-recurring (g) 85 85 85 85
Adjusted EBITDA $ 33,187 $ 23,074 $ (3,986) $ 52,275 $ 54,412 $ 34,489 $ (12,375) $ 76,526

(a)Includes a $4.5 million gain on insurance settlement related to insured property damage at one theatre location in the third quarter of fiscal 2025.

(b)Non-cash expense related to share-based compensation programs.

(c)Non-cash impairment charges related to one permanently closed theatre location in the second quarter of fiscal 2024.

(d)Non-recurring costs related to the closure and exit of one theatre location in the first quarter of fiscal 2025 and one theatre location in the second quarter of fiscal 2024.

(e)Repair costs and insurance recoveries that are non-operating in nature related to insured property damage at one theatre location.

(f)Debt conversion expense for repurchases of $99.1 million aggregate principal amount of Convertible Notes. See Convertible Senior Notes Repurchases in the “Liquidity and Capital Resources” section of MD&A included in the fiscal 2025 third quarter Form 10-Q for further discussion.

(g)Other non-recurring includes professional fees related to convertible debt repurchase transactions.

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