Marcus Corp 10-Q for FY2026 Q1
Marcus Corp (MCS)
10-Q
2026-04-30
For: 2026-03-31
View Original
Added on
April 30, 2026
About this 10-Q
Marcus Corp filed this 10-Q on April 30, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $154.4M
- up 3.8% from $148.77M a year earlier
- Net loss
- $15.35M
- compared with a net loss of $16.82M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from __________ to __________
Commission File Number 1-12604
THE | ||
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (414 ) 905-1000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
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 | o | x | |||||||||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
| x | No | o | |||||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check One).
| Large accelerated filer | o | x | |||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||
| 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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | o | No | |||||||||||||||
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 APRIL 27, 2026 – 23,743,749
CLASS B COMMON STOCK OUTSTANDING AT APRIL 27, 2026 –6,984,584
THE MARCUS CORPORATION
INDEX
| Page | ||||||||
S-1 | ||||||||
2
PART I – FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
THE MARCUS CORPORATION
Consolidated Balance Sheets
(in thousands, except share and per share data)
| March 31, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Accounts receivable, net of reserves of $ | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment: | |||||||||||
| Land and improvements | |||||||||||
| Buildings and improvements | |||||||||||
| Leasehold improvements | |||||||||||
| Furniture, fixtures and equipment | |||||||||||
| Finance lease right-of-use assets | |||||||||||
| Construction in progress | |||||||||||
| Total property and equipment | |||||||||||
| Less accumulated depreciation and amortization | |||||||||||
| Net property and equipment | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets: | |||||||||||
| Investments in joint ventures | |||||||||||
| Goodwill | |||||||||||
| Deferred income taxes | |||||||||||
| Other | |||||||||||
| Total other assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
See accompanying condensed notes to consolidated financial statements.
3
THE MARCUS CORPORATION
Consolidated Balance Sheets
(in thousands, except share and per share data)
| March 31, 2026 | December 31, 2025 | ||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Income taxes | |||||||||||
| Taxes other than income taxes | |||||||||||
| Accrued compensation | |||||||||||
| Other accrued liabilities | |||||||||||
| Current portion of finance lease obligations | |||||||||||
| Current portion of operating lease obligations | |||||||||||
| Total current liabilities | |||||||||||
| Finance lease obligations | |||||||||||
| Operating lease obligations | |||||||||||
| Long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term obligations | |||||||||||
| Shareholders’ Equity: | |||||||||||
Preferred Stock, $ | |||||||||||
Common Stock, $ | |||||||||||
Class B Common Stock, $ | |||||||||||
| Capital in excess of par | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Less cost of Common Stock in treasury ( | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | |||||||||
See accompanying condensed notes to consolidated financial statements.
4
THE MARCUS CORPORATION
Consolidated Statements of Operations
(in thousands, except per share data)
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Theatre admissions | $ | $ | |||||||||||||||||||||
| Rooms | |||||||||||||||||||||||
| Theatre concessions | |||||||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||
| Cost reimbursements | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Theatre operations | |||||||||||||||||||||||
| Rooms | |||||||||||||||||||||||
| Theatre concessions | |||||||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||
| Advertising and marketing | |||||||||||||||||||||||
| Administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Rent | |||||||||||||||||||||||
| Property taxes | |||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| (Gain) loss on disposition of property, equipment and other assets | ( | ||||||||||||||||||||||
| Reimbursed costs | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Operating loss | ( | ( | |||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Investment income (loss) | |||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Other income (expense) | ( | ( | |||||||||||||||||||||
| Equity earnings (losses) from unconsolidated joint ventures | ( | ( | |||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||
| Earnings (loss) before income taxes | ( | ( | |||||||||||||||||||||
| Income tax benefit | ( | ( | |||||||||||||||||||||
| Net earnings (loss) | $ | ( | $ | ( | |||||||||||||||||||
| Net earnings (loss) per share - basic: | |||||||||||||||||||||||
| Common Stock | $ | ( | $ | ( | |||||||||||||||||||
| Class B Common Stock | $ | ( | $ | ( | |||||||||||||||||||
| Net earnings (loss) per share - diluted: | |||||||||||||||||||||||
| Common Stock | $ | ( | $ | ( | |||||||||||||||||||
| Class B Common Stock | $ | ( | $ | ( | |||||||||||||||||||
See accompanying condensed notes to consolidated financial statements.
5
THE MARCUS CORPORATION
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||||||||||||||
| Net earnings (loss) | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive loss, net of tax: | |||||||||||||||||||||||
Amortization of the net actuarial loss and prior service credit related to the pension, net of tax benefit of $ | ( | ( | |||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||
| Comprehensive earnings (loss) | $ | ( | $ | ( | |||||||||||||||||||
See accompanying condensed notes to consolidated financial statements.
6
THE MARCUS CORPORATION
Consolidated Statements of Cash Flows
(in thousands)
| Three Months Ended | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
| OPERATING ACTIVITIES: | |||||||||||
| Net earnings (loss) | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net earnings (loss) to net cash used by operating activities: | |||||||||||
| Losses on investments in joint ventures | |||||||||||
| Distribution from joint venture | |||||||||||
| Loss (gain) on disposition of property, equipment and other assets | ( | ||||||||||
| Proceeds from sale of historic tax credits | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Share-based compensation | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Other long-term obligations | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Other assets | ( | ( | |||||||||
| Operating leases | ( | ( | |||||||||
| Accounts payable | ( | ( | |||||||||
| Income taxes | |||||||||||
| Taxes other than income taxes | ( | ( | |||||||||
| Accrued compensation | ( | ( | |||||||||
| Other accrued liabilities | |||||||||||
| Total adjustments | ( | ||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| INVESTING ACTIVITIES: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from disposals of property, equipment and other assets | |||||||||||
| Proceeds from sale of trading securities | |||||||||||
| Other investing activities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES: | |||||||||||
| Debt transactions: | |||||||||||
| Proceeds from borrowings on revolving credit facility | |||||||||||
| Repayment of borrowings on revolving credit facility | ( | ( | |||||||||
| Principal payments on long-term debt | ( | ||||||||||
| Principal payments on finance lease obligations | ( | ( | |||||||||
| Equity transactions: | |||||||||||
| Treasury stock transactions, except for stock options | ( | ( | |||||||||
| Exercise of stock options | |||||||||||
| Dividends paid | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Supplemental Information: | |||||||||||
| Interest paid, net of amounts capitalized | $ | $ | |||||||||
| Income taxes (refunded) paid | ( | ||||||||||
| Change in accounts payable for additions to property, equipment and other assets | ( | ||||||||||
See accompanying condensed notes to consolidated financial statements.
7
THE MARCUS CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(in thousands, except share and per share data)
1. General
Basis of Presentation - The unaudited consolidated financial statements for the three months ended March 31, 2026 and March 31, 2025 have been prepared by the Company. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary to present fairly the unaudited interim financial information at March 31, 2026, 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. However, the unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Accounting Policies - Refer to the Company’s audited consolidated financial statements (including footnotes) for the fiscal year ended December 31, 2025, contained in the Company’s Annual Report on Form 10-K for such year, for a description of the Company’s accounting policies.
Goodwill – The Company reviews goodwill for impairment annually or more frequently if certain indicators arise. The Company performs its annual impairment test on the first day of the fiscal fourth quarter. There were no
Earnings (Loss) Per Share - Net earnings (loss) per share (EPS) of Common Stock and Class B Common Stock is computed using the two class method. Basic net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding. Diluted net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding, adjusted for the effect of dilutive stock options, restricted stock units, and performance stock units using the if-converted method. Convertible Class B Common Stock is reflected on an if-converted basis when dilutive to Common Stock. The computation of the diluted net earnings (loss) per share of Common Stock assumes the conversion of Class B Common Stock in periods that have net earnings since it would be dilutive to Common Stock earnings per share, while the diluted net earnings (loss) 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 (losses) for each period are allocated based on the proportionate share of entitled cash dividends.
The following table illustrates the computation of Common Stock basic and diluted net earnings (loss) per share, provides a reconciliation of the number of weighted-average basic and diluted shares outstanding, when applicable, and provides the weighted-average number of anti-dilutive shares excluded from the computation of diluted weighted-average shares outstanding:
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||||||||||||||
| Net earnings (loss) per share - basic: | |||||||||||||||||||||||
| Common Stock | $ | ( | $ | ( | |||||||||||||||||||
| Class B Common Stock | $ | ( | $ | ( | |||||||||||||||||||
| Net earnings (loss) per share - diluted: | |||||||||||||||||||||||
| Common Stock | $ | ( | $ | ( | |||||||||||||||||||
| Class B Common Stock | $ | ( | $ | ( | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net earnings (loss) | $ | ( | $ | ( | |||||||||||||||||||
| Denominator (in thousands): | |||||||||||||||||||||||
| Denominator for basic EPS | |||||||||||||||||||||||
| Effect of dilutive employee stock options | |||||||||||||||||||||||
| Effect of restricted stock units | |||||||||||||||||||||||
| Diluted weighted-average shares outstanding | |||||||||||||||||||||||
| Weighted-average number of anti-dilutive shares excluded from denominator (in thousands): | |||||||||||||||||||||||
| Employee stock options | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Performance stock units | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
Shareholders’ Equity - Activity impacting total shareholders’ equity for the three months ended March 31, 2026 and March 31, 2025 was as follows:
| Common Stock | Class B Common Stock | Capital in Excess of Par | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||
| BALANCES AT DECEMBER 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Cash dividends: | |||||||||||||||||||||||||||||||||||||||||
$ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
$ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Reissuance of treasury stock | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of non-vested stock | — | ( | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Comprehensive loss | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
| BALANCES AT MARCH 31, 2026 | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common Stock | Class B Common Stock | Capital in Excess of Par | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||
| BALANCES AT DECEMBER 26, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Cash dividends: | |||||||||||||||||||||||||||||||||||||||||
$ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
$ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Reissuance of treasury stock | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of non-vested stock | — | ( | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Comprehensive loss | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
| BALANCES AT MARCH 31, 2025 | ( | ( | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Loss – Accumulated other comprehensive loss presented in the accompanying consolidated balance sheets consists of the following, all presented net of tax:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Net unrecognized actuarial loss for pension obligation | $ | ( | $ | ( | |||||||
| $ | ( | $ | ( | ||||||||
Fair Value Measurements - Certain financial assets and liabilities are recorded at fair value in the consolidated 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 March 31, 2026 and December 31, 2025, the Company had $0 and $10,000 , respectively, of investments in money market funds which were valued using Level 1 pricing inputs and were included in cash and cash equivalents.
Level 2 - Assets or liabilities for which fair value is based on pricing inputs that were either directly or indirectly observable as of the reporting date. At each of March 31, 2026 and December 31, 2025, none
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 each of March 31, 2026 and December 31, 2025, none
The carrying value of the Company’s financial instruments (including cash and cash equivalents, restricted cash, accounts receivable and accounts payable) approximates fair value. The fair value of the Company’s $150,000 of senior notes, valued using Level 2 pricing inputs, is approximately $154,408 at March 31, 2026, determined based upon discounted cash flows using current market interest rates for financial instruments with a similar average remaining life. The carrying amounts of the Company’s remaining long-term debt approximate their fair values, determined using current rates for similar instruments, or Level 2 pricing inputs.
Defined Benefit Plan - The components of the net periodic pension cost of the Company’s unfunded nonqualified, defined-benefit plan are as follows:
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||||||||||||||
| Service cost | $ | $ | |||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Net amortization of prior service cost and actuarial loss | ( | ( | |||||||||||||||||||||
| Net periodic pension cost | $ | $ | |||||||||||||||||||||
Service cost is included in Administrative expense while all other components are recorded within Other expense outside of operating income in the consolidated statements of operations.
Revenue Recognition – The disaggregation of revenues by business segment for the three months ended March 31, 2026 is as follows:
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||
| Theatres | Hotels/Resorts | Corporate | Total | ||||||||||||||||||||
| Theatre admissions | $ | $ | $ | $ | |||||||||||||||||||
| Rooms | |||||||||||||||||||||||
| Theatre concessions | |||||||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||
Other revenues(1) | |||||||||||||||||||||||
| Revenue before cost reimbursements | |||||||||||||||||||||||
| Cost reimbursements | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
(1)Included in other revenues is an immaterial amount related to rental income that is not considered revenue from contracts with customers.
The disaggregation of revenues by business segment for the three months ended March 31, 2025 is as follows:
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Theatres | Hotels/Resorts | Corporate | Total | ||||||||||||||||||||
| Theatre admissions | $ | $ | $ | $ | |||||||||||||||||||
| Rooms | |||||||||||||||||||||||
| Theatre concessions | |||||||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||
Other revenues(1) | |||||||||||||||||||||||
| Revenue before cost reimbursements | |||||||||||||||||||||||
| Cost reimbursements | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
(1)Included in other revenues is an immaterial amount related to rental income that is not considered revenue from contracts with customers.
The Company had deferred revenue from contracts with customers of $43,544 and $39,475 as of March 31, 2026 and December 31, 2025, respectively. The Company had no 8,327 that was included in deferred revenues as of December 31, 2025. During the three months ended March 31, 2025, the Company recognized revenue of $7,449 that was included in deferred revenues as of December 26, 2024. The majority of the Company’s deferred revenue relates to non-redeemed gift cards, advanced sales and the Company’s loyalty program.
As of March 31, 2026, the amount of transaction price allocated to the remaining performance obligations under the Company’s advanced ticket sales was $1,900 and is reflected in the Company’s consolidated balance sheet as part of deferred revenues, which is included in other accrued liabilities. As of March 31, 2026, the amount of transaction price allocated to the remaining performance obligations related to the amount of Theatres non-redeemed gift cards was $13,206 and is reflected in the Company’s consolidated balance sheet as part of deferred revenues. The Company recognizes revenue as the tickets and gift cards are redeemed, which is expected to occur within the next two years .
As of March 31, 2026, the amount of transaction price allocated to the remaining performance obligations related to the amount of Hotels and Resorts non-redeemed gift cards was $4,474 and is reflected in the Company’s consolidated balance sheet as part of deferred revenues. The Company recognizes revenue as the gift cards are redeemed, which is expected to occur within the next two years .
The majority of the Company’s revenue is recognized in less than one year from the original contract.
Recent Accounting Pronouncements - On November 4, 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires disaggregated disclosure of income statement expenses for public business entities. ASU No. 2024-03 does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU No. 2024-03 is effective for the Company in fiscal 2027. The Company is evaluating the effect the guidance will have on its consolidated financial statement disclosures.
On September 18, 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal use Software (Subtopic 350-50): Targeted Improvements to the Accounting for Internal-Use Software (ASU No. 2025-06), which simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU No. 2025-06 also supersedes the current website development costs guidance and incorporates the recognition requirements for website-specific development costs from ASC 350-50 into ASC 350-40. ASU 2025-06 is effective for the Company in fiscal 2028. The Company is evaluating the effect the guidance will have on its consolidated financial statements.
2. Long-Term Debt
Long-term debt is summarized as follows:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Senior notes | $ | $ | |||||||||
| Revolving credit agreement | |||||||||||
| Total debt | |||||||||||
| Debt issuance costs | ( | ( | |||||||||
| Total debt, net of debt issuance costs | |||||||||||
| Long-term debt | $ | $ | |||||||||
Credit Agreement
As of March 31, 2026, the Company has a Credit Agreement that provides for a revolving credit facility that matures on October 16, 2028 with an initial maximum aggregate amount of availability of $225,000 . At March 31, 2026, there were borrowings of $25,000 outstanding on the revolving credit facility, which when borrowed, bear interest at the secured overnight financing rate (SOFR) plus a margin (as discussed further below), approximately 5.32 % at March 31, 2026. Availability under the $225,000 revolving credit facility was $194,286 as of March 31, 2026 after taking into consideration outstanding letters of credit that reduce revolver availability.
Borrowings under the Credit Agreement bear interest at a variable rate equal to (i) the term SOFR, plus a credit spread adjustment of 0.10 %, subject to a 0 % floor, plus a specified margin based upon the Company’s net leverage ratio as of the most recent determination date, or (ii) the alternate base rate (“ABR”) (which is the highest of (a) the prime rate, (b) the greater of the federal funds rate and the overnight bank funding rate plus 0.50 % or (c) the sum of 1 % plus one-month SOFR plus a credit spread adjustment of 0.10 %), subject to a 1 % floor, plus a specified margin based upon the Company’s net leverage ratio as of the most recent determination date. The revolving credit facility also requires an annual facility fee
8
THE MARCUS CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(in thousands, except share and per share data)
equal to 0.175 % to 0.275 % of the total revolving commitments depending on the Company’s consolidated net leverage ratio.
The Credit Agreement includes, among other restrictions and covenants applicable to the Company, a requirement that the Company’s consolidated net leverage ratio not exceed 3.50 :1.00, provided that, with some limitations, such ratio may be increased to 4.00 :1.00 for the full fiscal quarter in which a material acquisition (in which aggregate consideration equals or exceeds $30,000 ) is consummated and the three fiscal quarters immediately thereafter, and a requirement that the Company’s interest coverage ratio at the end of any fiscal quarter not be less than 3.00 :1.00.
In connection with the Credit Agreement: (i) the Company has pledged, subject to certain exceptions, security interests and liens in and on (a) substantially all of its respective personal property assets and (b) certain of its respective real property assets, in each case, to secure the Credit Agreement and related obligations; and (ii) certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the Credit Agreement.
The Credit Agreement contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then, among other things, the lenders may declare any outstanding obligations under the Credit Agreement to be immediately due and payable and exercise rights and remedies against the pledged collateral.
Note Purchase Agreements
As of March 31, 2026, the Company’s $150,000 of senior notes consisted of one Note Purchase Agreement and one Master Note Purchase Agreement (collectively the “Senior Notes Agreements”) maturing in 2027 through 2034, which require annual principal payments in varying installments and bear interest payable semi-annually at fixed rates ranging from 4.32 % to 7.02 %. The weighted average fixed rate of the $150,000 senior notes was 6.07 % as of March 31, 2026.
3. Leases
The Company determines if an arrangement is a lease at inception. The Company evaluates each lease for classification as either a finance lease or an operating lease according to ASC 842, Leases. The Company performs this evaluation at the inception of the lease and when a modification is made to a lease. The Company leases real estate and equipment with lease terms of one year to 45 years, some of which include options to extend and/or terminate the lease.
The majority of the Company’s lease agreements include fixed rental payments. For those leases with variable payments based on increases in an index subsequent to lease commencement, such payments are recognized as variable lease expense as they occur. Variable lease payments that do not depend on an index or rate, including those that depend on the Company’s performance or use of the underlying asset, are also expensed as incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.
9
THE MARCUS CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(in thousands, except share and per share data)
Total lease cost consists of the following:
| Three Months Ended | ||||||||||||||||||||||||||||||||
| Lease Cost | Classification | March 31, 2026 | March 31, 2025 | |||||||||||||||||||||||||||||
| Finance lease costs: | ||||||||||||||||||||||||||||||||
| Amortization of finance lease assets | Depreciation and amortization | $ | $ | |||||||||||||||||||||||||||||
| Interest on lease liabilities | Interest expense | |||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||
| Operating lease costs: | ||||||||||||||||||||||||||||||||
| Operating lease costs | Rent expense | $ | $ | |||||||||||||||||||||||||||||
| Variable lease cost | Rent expense | |||||||||||||||||||||||||||||||
| Short-term lease cost | Rent expense | |||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||
Additional information related to leases is as follows:
| Three Months Ended | ||||||||||||||||||||||||||
| Other Information | March 31, 2026 | March 31, 2025 | ||||||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||||||||||||
| Financing cash flows from finance leases | $ | $ | ||||||||||||||||||||||||
| Operating cash flows from finance leases | ||||||||||||||||||||||||||
| Operating cash flows from operating leases | ||||||||||||||||||||||||||
| Right of use assets obtained in exchange for new lease obligations: | ||||||||||||||||||||||||||
| Finance lease liabilities | ||||||||||||||||||||||||||
| Operating lease liabilities | ||||||||||||||||||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| Finance leases: | |||||||||||
| Property and equipment – gross | $ | $ | |||||||||
| Accumulated depreciation and amortization | ( | ( | |||||||||
| Property and equipment - net | $ | $ | |||||||||
10
THE MARCUS CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(in thousands, except share and per share data)
Remaining lease terms and discount rates are as follows:
| Lease Term and Discount Rate | March 31, 2026 | December 31, 2025 | ||||||||||||
| Weighted-average remaining lease terms: | ||||||||||||||
| Finance leases | ||||||||||||||
| Operating leases | ||||||||||||||
| Weighted-average discount rates: | ||||||||||||||
| Finance leases | % | % | ||||||||||||
| Operating leases | % | % | ||||||||||||
Deferred rent payments of approximately $421 for the Company’s operating leases have been included in the total operating lease obligations as of March 31, 2026, no ne of which is included in long-term operating lease obligations.
4. Share-Based Compensation
During the three months ended March 31, 2026, the Company granted restricted stock, restricted stock units (RSUs) and performance stock units (PSUs) to certain executives and associates. A summary of the Company’s stock option, restricted stock, RSU and PSU activity follows, with PSUs reflected at the target achievement percentage until the completion of the performance period (shares in thousands).
| Stock Options | Restricted Stock & RSUs | PSUs | |||||||||||||||||||||||||||||||||
| Options | Weighted-Average Exercise Price | Shares / Units | Weighted-Average Fair Value | Units | Weighted-Average Fair Value | ||||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||||||||
Exercised (1) | ( | ||||||||||||||||||||||||||||||||||
Vested (2) | ( | ||||||||||||||||||||||||||||||||||
| Forfeited | ( | ( | ( | ||||||||||||||||||||||||||||||||
| March 31, 2026 | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1)Exercise activity only applicable to stock options.
(2)Vesting activity not applicable to stock options.
Share-based compensation expense was $3,824 during the three months ended March 31, 2026, and $3,545 during the three months ended March 31, 2025. As of March 31, 2026, total unrecognized share-based compensation expense related to stock options was $431 , which will be amortized to expense over the weighted-average remaining life of 1.0 year. As of March 31, 2026, total unrecognized share-based compensation expense related to non-vested restricted stock, RSUs and PSUs was $8,497 , which will be amortized over the weighted-average remaining service period of 2.2 years.
5. Income Taxes
11
THE MARCUS CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(in thousands, except share and per share data)
6. Business Segment Information
The Company’s primary operations are reported in the following two
12
THE MARCUS CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(in thousands, except share and per share data)
Following is a summary of business segment information for the three months ended March 31, 2026 and March 31, 2025:
| Three Months Ended March 31, 2026 | ||||||||||||||||||||||||||||||||||||||
| Theatres | Hotels/Resorts | Total | ||||||||||||||||||||||||||||||||||||
| Total Revenues | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Less: Costs and expenses | ||||||||||||||||||||||||||||||||||||||
| Theatre operations | ||||||||||||||||||||||||||||||||||||||
| Rooms | ||||||||||||||||||||||||||||||||||||||
| Theatre concessions | ||||||||||||||||||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||||||||||||||
| Advertising and marketing | ||||||||||||||||||||||||||||||||||||||
| Administrative | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Rent | ||||||||||||||||||||||||||||||||||||||
| Property taxes | ||||||||||||||||||||||||||||||||||||||
| Reimbursed costs | ||||||||||||||||||||||||||||||||||||||
Other segment items (1) | ||||||||||||||||||||||||||||||||||||||
| Total costs and expenses | ||||||||||||||||||||||||||||||||||||||
| Operating loss | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||
| Investment income (loss) | ||||||||||||||||||||||||||||||||||||||
| Interest expense | ( | |||||||||||||||||||||||||||||||||||||
| Other income (expense), net | ( | |||||||||||||||||||||||||||||||||||||
| Equity earnings (losses) from unconsolidated joint ventures, net | ( | |||||||||||||||||||||||||||||||||||||
Corporate items (2) | ( | |||||||||||||||||||||||||||||||||||||
| Net loss before income taxes | $ | ( | ||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Theatres | Hotels/ Resorts | Corporate Items (2) | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Additional Disclosures | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||||||||||||||
13
THE MARCUS CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(in thousands, except share and per share data)
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| Theatres | Hotels/Resorts | Total | ||||||||||||||||||||||||||||||||||||
| Total Revenues | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Less: Costs and expenses | ||||||||||||||||||||||||||||||||||||||
| Theatre operations | ||||||||||||||||||||||||||||||||||||||
| Rooms | ||||||||||||||||||||||||||||||||||||||
| Theatre concessions | ||||||||||||||||||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||||||||||||||
| Advertising and marketing | ||||||||||||||||||||||||||||||||||||||
| Administrative | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Rent | ||||||||||||||||||||||||||||||||||||||
| Property taxes | ||||||||||||||||||||||||||||||||||||||
| Reimbursed costs | ||||||||||||||||||||||||||||||||||||||
Other segment items (1) | ( | |||||||||||||||||||||||||||||||||||||
| Total costs and expenses | ||||||||||||||||||||||||||||||||||||||
| Operating loss | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||
| Investment income | ||||||||||||||||||||||||||||||||||||||
| Interest expense | ( | |||||||||||||||||||||||||||||||||||||
| Other income (expense), net | ( | |||||||||||||||||||||||||||||||||||||
| Equity losses from unconsolidated joint ventures, net | ( | |||||||||||||||||||||||||||||||||||||
Corporate items (2) | ( | |||||||||||||||||||||||||||||||||||||
| Net loss before income taxes | $ | ( | ||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Theatres | Hotels/ Resorts | Corporate Items (2) | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Additional Disclosures | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||||||||||||||
(1) Other segment items includes losses or gains on disposition of property, equipment and other assets, preopening expenses, and other operating expenses.
(2) 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. Corporate assets primarily include cash and cash equivalents, furniture, fixtures and equipment, investments and land held for development.
14
THE MARCUS CORPORATION
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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
The first quarter of 2026 consisted of the three month period beginning on January 1, 2026 and ended on March 31, 2026 and included five fewer operating days compared to the prior year fiscal first quarter. The first quarter of fiscal 2025 consisted of the three month period beginning December 27, 2024 and ended on March 31, 2025 (comprised of five operating days between December 27-31, 2024, plus 90 operating days in the calendar first quarter 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 loss, other income (expense), net loss, and net loss per diluted common share for the first quarter of fiscal 2026 and fiscal 2025 (in millions, except for per share and variance percentage data):
| First Quarter | |||||||||||||||||||||||||||||||||||||||||||||||
| Variance | |||||||||||||||||||||||||||||||||||||||||||||||
| F2026 | F2025 | Amt. | Pct. | ||||||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 154.4 | $ | 148.8 | $ | 5.6 | 3.8 | % | |||||||||||||||||||||||||||||||||||||||
| Operating loss | (19.3) | (20.4) | 1.2 | 5.6 | % | ||||||||||||||||||||||||||||||||||||||||||
| Other income (expense) | (3.7) | (3.8) | — | 0.8 | % | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | (15.4) | $ | (16.8) | $ | 1.5 | 8.7 | % | |||||||||||||||||||||||||||||||||||||||
| Net loss per common share - diluted | $ | (0.51) | $ | (0.54) | $ | 0.03 | 5.6 | % | |||||||||||||||||||||||||||||||||||||||
Revenues increased during the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 due to increased revenues from both our theatre division and hotels and resorts division. Our first quarter is typically the seasonally weakest quarter of our fiscal year due to the traditionally reduced level of winter travel at our predominantly Midwestern portfolio of owned hotels. Additionally, the first quarter of fiscal 2026 included five less operating days compared to the first quarter of fiscal 2025, negatively impacting revenue growth by approximately $15.3 million.
Operating loss during the first quarter of fiscal 2026 improved by $1.2 million compared to the first quarter of fiscal 2025 due to increased revenues from our theatre division, partially offset by a $5.3 million unfavorable impact as a result of five fewer operating days, a decrease in revenue before cost reimbursements from our hotels and resorts division, and an increase in corporate expenses. Operating loss during the first quarter of fiscal 2026 was negatively impacted by a $0.1 million loss on disposition of property, equipment and other assets, compared to a $1.4 million gain on disposition of property, equipment and other assets related to the sale of surplus land during the first quarter of fiscal 2025.
Corporate expenses during the first quarter of fiscal 2026 increased $0.4 million compared to the first quarter of fiscal 2025 due to increased non-cash stock compensation, incentive compensation expenses, personnel and benefits cost inflation, and director compensation, partially offset by decreased professional fees related to tax, audit, and legal services.
Our interest expense totaled $2.6 million for the first quarter of fiscal 2026, compared to $2.8 million for the first quarter of fiscal 2025. The decrease in interest expense during the first quarter 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.
We did not have any significant variations in investment income, other expenses, and equity losses from unconsolidated joint ventures during the first quarter of fiscal 2026, compared to the first quarter of fiscal 2025.
Net loss and net loss per diluted common share improved during the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025, resulting primarily from a decrease in operating loss as described above.
We reported income tax benefit of $7.6 million for the first quarter of fiscal 2026 compared to benefit of $7.4 million for the first quarter of fiscal 2025. Our fiscal 2026 first quarter effective income tax rate was 33.2% compared to our fiscal 2025 first quarter effective income tax rate of 30.4%. The effective income tax rate in both fiscal 2026 first quarter and
16
fiscal 2025 first quarter were 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 loss and operating margin for our theatre division for the first quarter of fiscal 2026 and fiscal 2025 (in millions, except for variance percentage and operating margin):
| First Quarter | |||||||||||||||||||||||||||||||||||||||||||||||
| Variance | |||||||||||||||||||||||||||||||||||||||||||||||
| F2026 | F2025 | Amt. | Pct. | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 92.9 | $ | 87.4 | $ | 5.6 | 6.4 | % | |||||||||||||||||||||||||||||||||||||||
| Total revenues before cost reimbursements | 92.2 | 86.5 | 5.7 | 6.6 | % | ||||||||||||||||||||||||||||||||||||||||||
| Operating loss | (2.8) | (6.3) | 3.5 | 55.3 | % | ||||||||||||||||||||||||||||||||||||||||||
Operating margin(1) | (3.0) | % | (7.3) | % | |||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA(2) | 8.0 | 3.7 | 4.3 | 117.1 | % | ||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA margin(2) | 8.7 | % | 4.3 | % | |||||||||||||||||||||||||||||||||||||||||||
(1)Operating margin is defined as operating income divided by total revenues before cost reimbursements.
(2)See Adjusted EBITDA section below for further discussion and non-GAAP reconciliations. 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 loss for the Theatre division improved during the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025, due to increased attendance driven by stronger performances from films and a $0.4 million decrease in depreciation expense, partially offset by five fewer operating days in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025. The five fewer operating days in the first quarter 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 loss by approximately $5.0 million. Additionally, operating loss in the prior year period was favorably impacted by a $1.4 million gain on disposition of property, equipment and other assets related to the sale of surplus land during the first quarter of fiscal 2025.
Our theatre division Adjusted EBITDA increased during the first quarter of fiscal 2026 compared to the first quarter 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 benefits, insurance, and general administrative expenses.
The following table provides a further breakdown of the components of revenues for the theatre division for the first quarter of fiscal 2026 and fiscal 2025 (in millions, except for variance percentage):
| First Quarter | |||||||||||||||||||||||||||||||||||||||||||||||
| Variance | |||||||||||||||||||||||||||||||||||||||||||||||
| F2026 | F2025 | Amt. | Pct. | ||||||||||||||||||||||||||||||||||||||||||||
| Admission revenues | $ | 44.8 | $ | 40.9 | $ | 3.9 | 9.5 | % | |||||||||||||||||||||||||||||||||||||||
| Concession revenues | 39.6 | 38.0 | 1.6 | 4.1 | % | ||||||||||||||||||||||||||||||||||||||||||
| Other revenues | 7.8 | 7.6 | 0.2 | 3.1 | % | ||||||||||||||||||||||||||||||||||||||||||
Total revenues before cost reimbursements | 92.2 | 86.5 | 5.7 | 6.6 | % | ||||||||||||||||||||||||||||||||||||||||||
| Cost reimbursements | 0.7 | 0.8 | (0.1) | n/m | |||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 92.9 | 87.4 | 5.6 | 6.4 | % | ||||||||||||||||||||||||||||||||||||||||||
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 first quarter results, U.S. box office receipts increased 5.0% during our fiscal 2026 first
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quarter compared to our fiscal 2025 first quarter, indicating that our increase in admission revenues for comparable theatres (excluding theatres closed during the past year) of 9.8% during the first quarter of fiscal 2026 outperformed the industry by 4.8 percentage points. On a calendar quarter basis (January 1st through March 31st), U.S. box office receipts increased 21.4%, indicating that our increase in admissions revenues for our comparable theatres of 29.0%, outperformed the industry by 7.6 percentage points. We believe our over-performance in the first 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 Hoppers, Zootopia 2, GOAT, and Avatar: Fire and Ash, that were more appealing to audiences in our Midwestern markets than in other parts of the U.S.
Additional data received and compiled by us from Comscore indicates our admission revenues at comparable theatres during the first quarter of fiscal 2026 represented approximately 3.1% of the total admission revenues in the U.S. (commonly referred to as market share in our industry), compared to 3.0% during the first quarter of fiscal 2025. 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 1.9% during the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025, which was attributable to increased box office performances from films and negatively impacted by five less operating days described above. During the first quarter of fiscal 2026, there were 30 wide-release films (films shown in over approximately 1,500 theatres in the U.S., excluding re-release films) compared to 27 wide-release films during the first quarter of fiscal 2025. On a calendar quarter basis (January 1 through March 31), total theatre attendance for our comparable theatres increased 19.1% during the first quarter of 2026 compared to the first quarter of 2025.
Our highest grossing films during the fiscal 2026 first quarter included Project Hail Mary, Hoppers, Avatar: Fire and Ash, Scream 7, and Zootopia 2. Our top five films during our fiscal 2026 first quarter accounted for 40% of our total box office results, compared to 45% for the top five films during the first 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. However, during the first quarter of 2026, the film slate was stronger, with a broader range of films performing well, resulting in fewer lower cost films to offset higher cost blockbuster films. Despite the more diverse film slate, our overall film cost as a percentage of admission revenues during the first quarter of fiscal 2026 was flat compared to the same period in the prior fiscal year.
Our average ticket price increased 7.8% during the first quarter of fiscal 2026, compared to the first quarter of fiscal 2025. Our average ticket price during the first quarter of fiscal 2026 was favorably impacted by an increased percentage of ticket sales coming from premium large format (PLF) screens, strategic pricing changes, and a favorable ticket mix. These increases were partially offset by an increase in the percentage of our attendance coming from Value Tuesday. The overall change in average ticket price favorably impacted our admission revenues of our comparable theatres by $3.2 million during the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025.
Our average concession revenues per person increased by 2.4% during the first quarter of fiscal 2026, compared to the first quarter 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 $1.0 million during the first quarter of fiscal 2026, compared to the first quarter of fiscal 2025.
Other revenues during the first quarter of fiscal 2026 increased by $0.2 million compared to the first quarter 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 first quarter of fiscal 2026 and fiscal 2025 with a total of 971 company-owned screens in 77 theatres and 14 managed screens at one theatre, during both periods. We made the decision to close one underperforming leased Movie Tavern theatre during first quarter of fiscal 2025.
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Hotels and Resorts
The following table sets forth revenues, operating loss and operating margin for our hotels and resorts division for the first quarter of fiscal 2026 and fiscal 2025 (in millions, except for variance percentage and operating margin):
| First Quarter | |||||||||||||||||||||||||||||||||||||||||||||||
| Variance | |||||||||||||||||||||||||||||||||||||||||||||||
| F2026 | F2025 | Amt. | Pct. | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 61.4 | $ | 61.3 | $ | 0.1 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
| Total revenues before cost reimbursements | 51.7 | 52.3 | (0.6) | (1.1) | % | ||||||||||||||||||||||||||||||||||||||||||
| Operating loss | (7.9) | (6.0) | (1.9) | (31.2) | % | ||||||||||||||||||||||||||||||||||||||||||
Operating margin(1) | (12.9) | % | (9.9) | % | |||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA(2) | (0.3) | 1.0 | (1.3) | (128.0) | % | ||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA margin(2) | (0.5) | % | 1.9 | % | |||||||||||||||||||||||||||||||||||||||||||
(1)Operating margin is defined as operating income divided by total revenues before cost reimbursements
(2)See Adjusted EBITDA section below for further discussion and non-GAAP reconciliations. 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 0.1% during the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025, and revenues before cost reimbursements decreased 1.1% during the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025. Results were negatively impacted by five fewer operating days during the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025. The five fewer operating days during the first quarter of fiscal 2026 negatively impacted revenue growth by approximately $3.1 million and the increase in operating loss by approximately $0.4 million. Operating loss increased $1.9 million during the first quarter of fiscal 2026, compared to the first quarter of fiscal 2025, due to lower revenues, a $0.5 million increase in depreciation expense, as well as increases in personnel, benefits, and other costs.
Our hotels and resorts division Adjusted EBITDA decreased during the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 and 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, benefits, and other costs.
The following table provides a further breakdown of the components of revenues for the hotels and resorts division for the first quarter of fiscal 2026 and fiscal 2025 (in millions, except for variance percentage):
| First Quarter | |||||||||||||||||||||||||||||||||||||||||||||||
| Variance | |||||||||||||||||||||||||||||||||||||||||||||||
| F2026 | F2025 | Amt. | Pct. | ||||||||||||||||||||||||||||||||||||||||||||
| Room revenues | $ | 20.5 | $ | 19.3 | $ | 1.2 | 6.2 | % | |||||||||||||||||||||||||||||||||||||||
| Food/beverage revenues | 17.5 | 17.8 | (0.4) | (2.1) | % | ||||||||||||||||||||||||||||||||||||||||||
| Other revenues | 13.8 | 15.2 | (1.4) | (9.2) | % | ||||||||||||||||||||||||||||||||||||||||||
| Total revenues before cost reimbursements | 51.7 | 52.3 | (0.6) | (1.1) | % | ||||||||||||||||||||||||||||||||||||||||||
| Cost reimbursements | 9.7 | 9.0 | 0.7 | 7.3 | % | ||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 61.4 | $ | 61.3 | $ | 0.1 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
Division total revenues before cost reimbursements decreased 1.1% during the first quarter of fiscal 2026, compared to the first quarter of fiscal 2025, resulting primarily from 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 quarter of 2025 that did not reoccur in the current year quarter and a weaker ski season at Grand Geneva Resort & Spa resulting from unfavorable weather compared to last year. These revenue decreases were partially offset by the favorable impact of Hilton Milwaukee being fully operational compared to the prior year when the hotel had rooms out of service while undergoing significant renovations.
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The following table sets forth certain operating statistics for the first quarter 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:
| First Quarter | |||||||||||||||||||||||||||||||||||||||||||||||
| Variance | |||||||||||||||||||||||||||||||||||||||||||||||
| F2026 | F2025 | Amt. | Pct. | ||||||||||||||||||||||||||||||||||||||||||||
| Occupancy pct. | 59.2 | % | 50.3 | % | 8.9 pts | 17.7 | % | ||||||||||||||||||||||||||||||||||||||||
| ADR | $ | 156.56 | $ | 162.09 | $ | (5.53) | (3.4) | % | |||||||||||||||||||||||||||||||||||||||
| RevPAR | $ | 92.60 | $ | 81.45 | $ | 11.15 | 13.7 | % | |||||||||||||||||||||||||||||||||||||||
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 three of our seven comparable company-owned properties during the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025, driven mainly by increased occupancy rates. Group business as a percentage of our mix of business represented approximately 35.6% of our total rooms revenue in the first quarter of fiscal 2026, compared to approximately 34.6% during the first quarter of fiscal 2025. Non-group transient pricing decreased in some of our major markets during the first quarter of fiscal 2026, primarily due to less rate compression with the Hilton Milwaukee fully operational compared to the prior year when rooms were out of service due to the renovation, as well as increased competition in one market.
According to data received from Smith Travel Research and compiled by us in order to evaluate our fiscal 2026 first quarter results, comparable “upper upscale” hotels—hotels identified as our industry— throughout the United States experienced an increase in RevPAR of 3.9% during our fiscal 2026 first quarter compared to our fiscal 2025 first quarter, leading us to believe we outperformed the industry during the fiscal 2026 first quarter by approximately 9.8 percentage points. We believe our outperformance during the first quarter of fiscal 2026 was partially driven by the favorable impact of the Hilton Milwaukee hotel being fully operational, compared to the first quarter 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 a decrease in RevPAR of 2.9% during our fiscal 2026 first quarter, again compared to our fiscal 2025 first quarter. Therefore, we significantly outperformed our competitive sets during the first quarter of fiscal 2026 by approximately 16.6 percentage points. We believe our outperformance to our competitive sets during the first quarter of fiscal 2026 resulted primarily from strong performance in our group customer segment, in particular at our renovated hotel properties. We believe the outperformance to our competitive sets during the first 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 first 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 first quarter of fiscal 2026 by approximately 11.5 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 to soften, and we expect 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.
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 5% ahead of where we were at the same time last year. Group room revenue bookings for fiscal 2027 is running in-line with where we were at the same time in fiscal 2025 for fiscal 2026. Banquet and catering revenue pace for fiscal 2026 is running in-line with where we were at the same time last year. Banquet and catering revenue pace for fiscal 2027 is running approximately 12% ahead of where we were at the same time in fiscal 2025 for fiscal 2026.
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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 first quarter of fiscal 2026 and fiscal 2025 (in millions, except for variance percentage):
| First Quarter | |||||||||||||||||||||||||||||||||||||||||||||||
| Variance | |||||||||||||||||||||||||||||||||||||||||||||||
| F2026 | F2025 | Amt. | Pct. | ||||||||||||||||||||||||||||||||||||||||||||
| Theatres | $ | 8.0 | $ | 3.7 | $ | 4.3 | 117.1 | % | |||||||||||||||||||||||||||||||||||||||
| Hotels and resorts | (0.3) | 1.0 | (1.3) | (128.0) | % | ||||||||||||||||||||||||||||||||||||||||||
| Corporate items | (5.1) | (5.0) | (0.2) | (3.5) | % | ||||||||||||||||||||||||||||||||||||||||||
| Total Adjusted EBITDA | $ | 2.6 | $ | (0.3) | $ | 2.9 | 1102.3 | % | |||||||||||||||||||||||||||||||||||||||
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The following table sets forth our reconciliation of Adjusted EBITDA (in millions):
| First Quarter | |||||||||||||||||||||||
| F2026 | F2025 | ||||||||||||||||||||||
| Net earnings (loss) | $ | (15.4) | $ | (16.8) | |||||||||||||||||||
| Add (deduct): | |||||||||||||||||||||||
| Investment (income) | — | (0.1) | |||||||||||||||||||||
| Interest expense | 2.6 | 2.8 | |||||||||||||||||||||
| Other (income) expense | 0.4 | 0.4 | |||||||||||||||||||||
| Loss (gain) on disposition of property, equipment and other assets | 0.1 | (1.4) | |||||||||||||||||||||
| Equity (earnings) losses from unconsolidated joint ventures | 0.7 | 0.6 | |||||||||||||||||||||
| Income tax expense | (7.6) | (7.4) | |||||||||||||||||||||
| Depreciation and amortization | 17.8 | 17.8 | |||||||||||||||||||||
Share-based compensation expenses (1) | 3.8 | 3.5 | |||||||||||||||||||||
Theatre exit costs (2) | — | 0.1 | |||||||||||||||||||||
Other non-recurring (3) | 0.1 | — | |||||||||||||||||||||
| Total Adjusted EBITDA | $ | 2.6 | $ | (0.3) | |||||||||||||||||||
The following tables set forth our reconciliation of Adjusted EBITDA by reportable operating segment (in millions):
| First Quarter, F2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| Theatres | Hotels & Resorts | Corp. Items | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Operating loss | $ | (2.8) | $ | (7.9) | $ | (8.5) | $ | (19.3) | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 10.3 | 7.2 | 0.4 | 17.8 | |||||||||||||||||||||||||||||||||||||||||||
| Loss (gain) on disposition of property, equipment and other assets | 0.1 | — | — | 0.1 | |||||||||||||||||||||||||||||||||||||||||||
Share-based compensation (1) | 0.5 | 0.3 | 3.0 | 3.8 | |||||||||||||||||||||||||||||||||||||||||||
Other non-recurring (3) | — | 0.1 | — | 0.1 | |||||||||||||||||||||||||||||||||||||||||||
| Total Adjusted EBITDA | $ | 8.0 | $ | (0.3) | $ | (5.1) | $ | 2.6 | |||||||||||||||||||||||||||||||||||||||
| First Quarter, F2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Theatres | Hotels & Resorts | Corp. Items | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Operating loss | $ | (6.3) | $ | (6.0) | $ | (8.1) | $ | (20.4) | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 10.7 | 6.7 | 0.4 | 17.8 | |||||||||||||||||||||||||||||||||||||||||||
| Loss (gain) on disposition of property, equipment and other assets | (1.4) | — | — | (1.4) | |||||||||||||||||||||||||||||||||||||||||||
Share-based compensation (1) | 0.5 | 0.3 | 2.7 | 3.5 | |||||||||||||||||||||||||||||||||||||||||||
Theatre exit costs (2) | 0.1 | — | — | 0.1 | |||||||||||||||||||||||||||||||||||||||||||
| Total Adjusted EBITDA | $ | 3.7 | $ | 1.0 | $ | (5.0) | $ | (0.3) | |||||||||||||||||||||||||||||||||||||||
(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.
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.
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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 March 31, 2026, we had a cash balance of approximately $11.2 million, $194.3 million of availability under our $225 million revolving credit facility, our debt-to-capitalization ratio was 0.28, and our net leverage ratio was 1.70x 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):
| March 31, 2026 | December 31, 2025 | ||||||||||
Long-term debt (GAAP measure) (1) | $ | 174.1 | $ | 159.0 | |||||||
Finance lease obligations (GAAP measure) (2) | 10.6 | 11.3 | |||||||||
| Less: Cash and cash equivalents | (11.2) | (23.4) | |||||||||
| Net Debt | $ | 173.5 | $ | 146.8 | |||||||
| Net Debt | $ | 173.5 | $ | 146.8 | |||||||
LTM Adjusted EBITDA (3) | 102.1 | 99.3 | |||||||||
| Net Leverage (Net Debt to Adjusted EBITDA) | 1.70x | 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 used in operating activities totaled $15.2 million during the first quarter of fiscal 2026, compared to net cash used in operating activities of $35.3 million during the first quarter of fiscal 2025. The $20.1 million decrease in net cash used by operating activities was primarily due to an $8.9 million favorable impact from the timing of payments of accounts payable, a $1.9 million decrease in prepaid and other assets, a $4.1 million increase in accrued compensation, $3.0 million in proceeds from the sale of historic tax credits, and a $1.5 million decrease in net loss.
Net cash used in investing activities during the first quarter of fiscal 2026 totaled $6.6 million, compared to net cash used in investing activities of $22.8 million during the first quarter of fiscal 2025. The decrease in net cash used in investing activities of $16.2 million was the result of a decrease of $16.4 million in capital expenditures. Total cash capital expenditures (including normal continuing capital maintenance and renovation projects) totaled $6.6 million during the first quarter of fiscal 2026 compared to $23.0 million during the first quarter of fiscal 2025.
Fiscal 2026 first quarter cash capital expenditures included approximately $3.8 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 quarter of fiscal 2026 of approximately $2.7 million, including several smaller capital improvement projects and normal maintenance capital projects. We incurred corporate capital expenditures during the first quarter of fiscal 2026 of approximately $0.1 million, related to technology implementation.
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Net cash provided by financing activities during the first quarter of fiscal 2026 totaled $9.6 million compared to net cash provided by financing activities of $29.3 million during the first quarter of fiscal 2025. During the first quarter 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 $51.0 million of new short-term revolving credit facility borrowings, and we made $36.0 million of repayments on short-term revolving credit facility borrowings during the first quarter of fiscal 2026 (net $15.0 million increase in borrowings on our credit facility). We ended the first quarter of fiscal 2026 with $25.0 million of outstanding borrowings under our revolving credit facility. During the first quarter 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 $69.0 million of new short-term revolving credit facility borrowings, and we made $29.0 million of repayments on short-term revolving credit facility borrowings during the first quarter of fiscal 2025 (net $40.0 million increase in borrowings on our credit facility).
Our debt-to-capitalization ratio (excluding our finance and operating lease obligations) was 0.28 at March 31, 2026, compared to 0.26 at December 31, 2025.
During the first quarter 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 quarter of fiscal 2025. As of March 31, 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 quarter of fiscal 2026 were $2.4 million. Dividends paid during the first quarter of fiscal 2025 were $2.2 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.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We have not experienced any material changes in our market risk exposures since December 31, 2025.
Item 4. Controls and Procedures
a.Evaluation of disclosure controls and procedures
Based on their evaluations and the evaluation of management, as of the end of the period covered by this Quarterly Report on Form 10-Q, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
b.Changes in internal control over financial reporting
There were no significant changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15 of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1A. Risk Factors
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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table sets forth information with respect to purchases made by us or on our behalf of our Common Stock during the periods indicated.
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs (1) | Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (1) | ||||||||||||||||||||||
| January 1 - January 31 | 37,521 | $ | 14.92 | 37,521 | 4,506,912 | |||||||||||||||||||||
| February 1 - February 28 | 86,518 | 15.90 | 86,518 | 4,420,394 | ||||||||||||||||||||||
| March 1 - March 31 | 24,712 | 15.91 | 24,712 | 4,395,682 | ||||||||||||||||||||||
| Total | 148,751 | $ | 15.66 | 148,751 | 4,395,682 | |||||||||||||||||||||
(1)Through March 31, 2026, our Board of Directors had authorized the repurchase of up to approximately 15.7 million shares of our outstanding Common Stock. 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. As of March 31, 2026, we had repurchased approximately 11.3 million shares of our Common Stock under these authorizations. The repurchased shares are held in our treasury pending potential future issuance in connection with employee benefit, option or stock ownership plans or other general corporate purposes. These authorizations do not have an expiration date.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended March 31, 2026, no director or Section 16 officer of the Company adopted terminated
Item 6. Exhibits
| 31.1 | |||||
| 31.2 | |||||
| 32 | |||||
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25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| THE MARCUS CORPORATION | ||||||||
DATE: April 30, 2026 | By: | /s/ Gregory S. Marcus | ||||||
| Gregory S. Marcus | ||||||||
| President and Chief Executive Officer | ||||||||
DATE: April 30, 2026 | By: | /s/ Chad M. Paris | ||||||
| Chad M. Paris | ||||||||
| Chief Financial Officer and Treasurer | ||||||||
S-1
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)
or 15d-14(a) under the Securities Exchange Act of 1934
I, Gregory S. Marcus, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of The Marcus Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
DATE: April 30, 2026 | By: | /s/ Gregory S. Marcus | |||||||||
| Gregory S. Marcus | |||||||||||
| President and Chief Executive Officer | |||||||||||
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)
or 15d-14(a) under the Securities Exchange Act of 1934
I, Chad M. Paris, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of The Marcus Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
DATE: April 30, 2026 | By: | /s/ Chad M. Paris | ||||||
| Chad M. Paris | ||||||||
| Chief Financial Officer and Treasurer | ||||||||
Exhibit 32
Written Statement of the Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. §1350
Solely for the purposes of complying with 18 U.S.C. §1350, we, the undersigned Chief Executive Officer and Chief Financial Officer of The Marcus Corporation (the “Company”), hereby certify, based on our knowledge, that the accompanying Quarterly Report on Form 10-Q of the Company (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Gregory S. Marcus | |||||
| Gregory S. Marcus | |||||
| President and Chief Executive Officer | |||||
| /s/ Chad M. Paris | |||||
| Chad M. Paris | |||||
| Chief Financial Officer and Treasurer | |||||
| Date: | April 30, 2026 | ||||