-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, fuudS0nF+DiW3HFqoryrgfjsvzKrphA7xfwYAWVknDZ6WhZGFZPe62S0FOFPHkZ8 r3A67tdobPv75tRKrB9S1A== 0000897069-94-000098.txt : 19941005 0000897069-94-000098.hdr.sgml : 19941005 ACCESSION NUMBER: 0000897069-94-000098 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940818 FILED AS OF DATE: 19941003 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARCUS CORP CENTRAL INDEX KEY: 0000062234 STANDARD INDUSTRIAL CLASSIFICATION: 5812 IRS NUMBER: 391139844 STATE OF INCORPORATION: DE FISCAL YEAR END: 0526 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12604 FILM NUMBER: 94551333 BUSINESS ADDRESS: STREET 1: 250 EAST WISCONSIN AVENUE STREET 2: SUITE 1700 CITY: MILWAUKEE STATE: WI ZIP: 53202-4220 BUSINESS PHONE: 4142726020 MAIL ADDRESS: STREET 1: 250 EAST WISCONSIN AVENUE STREET 2: STE 1700 CITY: MILWAUKEE STATE: WI ZIP: 53202-4220 10-Q 1 FORM 10-Q THE MARCUS CORPORATION FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 18, 1994 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________to_______________ Commission file number 1-12604 THE MARCUS CORPORATION (Exact name of registrant as specified in its charter) WISCONSIN 39-1139844 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 250 EAST WISCONSIN AVENUE - MILWAUKEE, WISCONSIN 53202 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (414) 272-6020 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. Yes X No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. COMMON STOCK OUTSTANDING AT SEPTEMBER 30, 1994 - 6,921,108 CLASS B COMMON STOCK OUTSTANDING AT SEPTEMBER 30, 1994 - 6,113,209 THE MARCUS CORPORATION INDEX PART I - FINANCIAL INFORMATION PAGE NO. Item 1. Consolidated Financial Statements: Balance Sheets (August 18, 1994 and May 26, 1994) 3-4 Statements of Earnings (Twelve weeks ended August 18, 1994 and August 19, 1993) 5 Statements of Cash Flows (Twelve weeks ended August 18, 1994 and August 19, 1993) 6 Condensed Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-10 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11 PART I - Financial Information Item 1. Financial Statements THE MARCUS CORPORATION Consolidated Balance Sheets August 18, May 26, ASSETS 1994 1994 ------------------------------------------------------------------------ CURRENT ASSETS: (unaudited) Cash and cash equivalents $ 7,490,000 $ 9,974,000 Accounts and notes receivable 6,272,000 6,359,000 Receivables from joint ventures 6,801,000 7,983,000 Other current assets 2,578,000 3,049,000 ------------ ------------ Total current assets 23,141,000 27,365,000 ------------ ------------ PROPERTY AND EQUIPMENT: Land and improvements 50,713,000 49,618,000 Buildings and improvements 257,221,000 231,905,000 Leasehold improvements 11,036,000 7,565,000 Furniture, fixtures and equipment 136,928,000 118,123,000 Construction in progress 7,278,000 37,302,000 ------------ ------------ Total property and equipment 463,176,000 444,513,000 Less accumulated depreciation and amortization 127,323,000 122,642,000 ------------ ------------ Net property and equipment 335,853,000 321,871,000 ------------ ------------ OTHER ASSETS: Investment in and advances to joint ventures 627,000 662,000 Other 11,171,000 11,708,000 ------------ ------------ Total other assets 11,798,000 12,370,000 ------------ ------------ TOTAL ASSETS $370,792,000 $361,606,000 ============ ============ See accompanying notes to consolidated financial statements THE MARCUS CORPORATION Consolidated Balance Sheets August 18, May 26, LIABILITIES AND SHAREHOLDERS' EQUITY 1994 1994 ------------------------------------------------------------------------ CURRENT LIABILITIES: (unaudited) Notes payable $ 4,212,000 $ 4,533,000 Accounts payable 12,814,000 13,248,000 Income taxes 7,978,000 2,796,000 Taxes other than income taxes 8,006,000 7,307,000 Accrued compensation 1,610,000 1,448,000 Other accrued liabilities 6,027,000 6,978,000 Current maturities on long-term debt 4,357,000 4,357,000 ------------ ------------ Total current liabilities 45,004,000 40,667,000 ------------ ------------ LONG-TERM DEBT 107,324,000 107,681,000 ------------ ------------ DEFERRED INCOME TAXES 16,156,000 15,999,000 ------------ ------------ DEFERRED COMPENSATION AND OTHER 3,523,000 3,341,000 ------------ ------------ SHAREHOLDERS' EQUITY Preferred Stock, $1 par; authorized 1,000,000 shares; none issued Common Stock, $1 par; authorized 20,000,000 shares; issued 7,365,427 shares at August 18, 1994, 7,365,987 shares at May 26, 1994 7,367,000 7,366,000 Class B Common Stock, $1 par; authorized 9,000,000 shares; issued 6,223,893 shares at August 18, 1994, 6,225,333 shares at May 26, 1994 6,224,000 6,225,000 Capital in excess of par 44,736,000 44,745,000 Retained earnings 144,628,000 139,777,000 ------------ ------------ 202,955,000 198,113,000 Less cost of treasury stock Common stock - 558,233 shares at August 18, 1994 and 559,608 shares at May 26, 1994 4,170,000 4,195,000 ------------ ------------ Total shareholders' equity 198,785,000 193,918,000 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $370,792,000 $361,606,000 ============ ============ See accompanying notes to consolidated financial statements THE MARCUS CORPORATION Consolidated Statements of Earnings (unaudited) 12 Weeks Ended --------------- --------------- August 18, 1994 August 19, 1993 --------------- --------------- Revenues: Food and beverage $ 23,337,000 $ 19,219,000 Rooms and telephone 31,706,000 25,993,000 Theatre operations 17,438,000 16,372,000 Other income 4,369,000 3,162,000 -------------- ------------- 76,850,000 64,746,000 -------------- ------------- Costs and Expenses: Food and beverage 17,471,000 14,426,000 Rooms and telephone 10,603,000 8,772,000 Theatre operations 10,221,000 9,666,000 Administration and selling 10,354,000 8,524,000 Depreciation and amortization 5,198,000 4,472,000 Rent 1,361,000 1,504,000 Property taxes 2,263,000 1,980,000 Other costs and expenses 1,707,000 602,000 Interest 2,210,000 1,584,000 -------------- ------------- 61,388,000 51,530,000 -------------- ------------- Earnings before income taxes and change in accounting principle 15,462,000 13,216,000 Income Taxes 6,372,000 5,421,000 -------------- ------------- Earnings before change in accounting principle 9,090,000 7,795,000 Cumulative effect of change in accounting principle - 1,782,000 -------------- ------------- Net Earnings $ 9,090,000 $ 9,577,000 ============== ============= Net Earnings per weighted average share of Common Stock and Class B Common Stock Earnings before accounting principle change $0.69 $0.60 Cumulative effect of change in accounting principle - 0.13 ------------ ------------- Net earnings $0.69 $0.73 ============ ============= Weighted average shares outstanding 13,150,000 13,097,000 Dividends per Share Common Stock $0.34 $0.28 Class B Common Stock $0.31 $0.25 See accompanying notes to consolidated financial statements THE MARCUS CORPORATION Consolidated Statements of Cash Flows For the Twelve Weeks Ended August 18, August 19, (unaudited) 1994 1993 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 9,090,000 $ 9,577,000 Adjustments to reconcile net earnings to cash provided by operating activities: Earnings on investments in joint ventures (118,000) (203,000) (Gain) loss on disposals of property and equip. 8,000 (4,000) Depreciation and amortization 5,198,000 4,472,000 Effect of change in accounting principle 0 (1,782,000) Deferred tax provision 157,000 151,000 Deferred compensation and other 182,000 205,000 Changes in assets and liabilities: Accounts and notes receivable 1,269,000 (1,792,000) Other current assets 471,000 (1,478,000) Accounts and notes payable (755,000) 1,528,000 Income taxes 5,182,000 4,570,000 Taxes other than income taxes 699,000 168,000 Accrued compensation 162,000 921,000 Other accrued liabilities (951,000) (549,000) ------------ ------------ Cash provided by operating activities 20,594,000 15,784,000 ------------ ------------ CASH FLOW FROM INVESTING ACTIVITIES: Additions to property and equipment (19,580,000) (17,504,000) Proceeds from disposals of property and equip 392,000 504,000 Investments in joint ventures (143,000) (495,000) Decrease in other assets 537,000 2,855,000 Cash received from joint ventures 296,000 922,000 ------------ ------------ Cash used in investing activities (18,498,000) (13,718,000) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Debt transactions: Proceeds from issuance of long-term debt 2,545,000 0 Principal payments on long-term debt (2,902,000) (6,572,000) Equity transactions: Treasury stock transactions (except for stock options) (1,000) (105,000) Exercise of stock options 17,000 241,000 Cash dividend paid (4,239,000) (3,481,000) ------------ ------------ Cash used in financing activities (4,580,000) (9,917,000) ------------ ------------ CASH AND CASH EQUIVALENTS; Net decrease during period (2,484,000) (7,851,000) Beginning balance 9,974,000 15,839,000 ------------ ------------ Ending balance $ 7,490,000 $ 7,988,000 ============ ============ See accompanying notes to consolidated financial statements THE MARCUS CORPORATION CONDENSED NOTES TO FINANCIAL STATEMENTS FOR THE TWELVE WEEKS ENDED AUGUST 18, 1994 (Unaudited) A. Refer to the Company's audited financial statements (including footnotes) for the year ended May 26, 1994, contained in the Company's Form 10-K Annual Report for such year, for a description of the Company's accounting policies. B. The consolidated financial statements for the twelve weeks ended August 18, 1994 and August 19, 1993, have been prepared by the Company without audit. In the opinion of management, all adjustments consisting only of normal recurring accruals necessary to present fairly the unaudited interim financial information at August 18, 1994, and for all periods presented have been made. C. In February 1992, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", which became effective for fiscal years beginning after December 15, 1992. The Company adopted this standard on a prospective basis effective August 19, 1993. The adoption resulted in additional income of $1,782,000. THE MARCUS CORPORATION Management's Discussion and Analysis of Results of Operations and Financial Condition RESULTS OF OPERATIONS General The Company reports its results of operations on a 52-or 53-week fiscal year which ends on the last Thursday in May. Each fiscal year is divided into three 12-week quarters and a final quarter consisting of 16 or 17 weeks. The final quarter of fiscal 1995 will consist of 16 weeks for all four of the Company's business segments; the same was true for fiscal 1994. Revenues for the first quarter of fiscal 1995, ended August 18, 1994, totaled $76.9 million dollars, an increase of $12.1 million, or 18.7% over the first quarter of fiscal 1994. Net earnings were $9.1 million for the first quarter of fiscal 1995, compared to $9.6 million for the same period in the prior year. Earnings per share were $0.69 for fiscal 1995, compared to $0.73 for the first quarter of fiscal 1994. However, net earnings for the first quarter of fiscal 1994 included an extraordinary gain of $1.8 million, or $0.13 per share, resulting from the Company's adoption of SFAS 109 "Accounting for Income Taxes." Excluding the impact on fiscal 1994 earnings of the one-time gain from the accounting change, net earnings for the first quarter of fiscal 1995 rose 16.6% and earnings per share increased 15.0% compared to the prior year's first quarter. Motels Total revenues for the first quarter of fiscal 1995 for the motel division were $26.1 million, an increase of $3.9 million, or 17.4%, compared to the same period in fiscal 1994. The motel division's operating profits for the fiscal 1995 first quarter totaled $6.6 million, an increase of $1.6 million, or 32.7%, over the division's same period fiscal 1994 operating profits. Occupancy and average daily room rates continued to increase at the Company's motels during the first quarter of fiscal 1995 as the Company benefitted from a strong summer travel season. Additionally, compared to the first quarter of fiscal 1994, there were two new Woodfield Suites and two new Budgetel Inns in operation during the fiscal 1995 first quarter. These new facilities contributed additional revenues of $1,467,000 to the division's fiscal 1995 first quarter revenues. Theatres The theatre division's first quarter fiscal 1995 revenues were $17.5 million, an increase of $1.1 million, or 6.6%, over the same period in fiscal 1994. Operating profits for the first quarter in fiscal 1995 were $4.2 million, an increase of $297,000, or 7.6%, over the same prior year period. Total box office receipts for the fiscal 1995 first quarter were $12.6 million, an increase of $782,000, or 6.6%, from the same period in the prior year. This increase was attributable principally to increased attendance generated by the unexpected record summer of outstanding quality motion pictures and from the Gurnee Mills 10-plex, which was not yet open in the first quarter of fiscal 1994. Twelve films over the summer, including The Lion King and Forrest Gump, reached "blockbuster" status--nationally grossing over $100 million. There were 189 screens in operation during the fiscal 1995 first quarter versus 181 in the prior year. Average ticket prices also increased 3.9% during the 1995 period from the prior year. Vending revenues for the first quarter in fiscal 1995 were $4.7 million, an increase of $275,000, or 6.2%, over the prior year, due to the increase in theatre attendance and the 3.7% increase in average concession sales per person between the comparable periods. Hotels and Resort Total revenues from the hotel and resort division during the first quarter of fiscal 1995 increased by $4.5 million, or 51.9%, to $13.3 million, over the previous year's comparable period. Operating profits increased by $177,000, or 11.0%, to $1.8 million, compared to the prior fiscal year's first quarter, despite continued start-up costs experienced at the Grand Geneva Resort & Spa. Increased occupancy rates and average room rates at the Company's three continuing hotels were the principal factors contributing to the division's increased revenues for the fiscal 1995 period. The remainder of the division's increase in revenues for the quarter was attributable principally to the receipt of management fees from the Company's two newly managed hotels, which were not under management for the same prior year period. Restaurants Restaurant division revenues totaled $19.3 million for the fiscal 1995 first quarter, an increase of $2.7 million, or 15.9%, from the same period in fiscal 1994. The revenue increase was due almost entirely to increasing customer counts and average check amounts at the Company's continuing Applebee's and KFC restaurants and the Company's newly opened Applebee's. The Company opened three new Applebee's during the quarter, increasing its total to 16 units. The Company's other restaurant concepts experienced flat or negative trends in revenues during the quarter compared to the prior year's first quarter. The division's operating profits for the fiscal 1995 period were $827,000, an increase of $301,000, or 57.3%, from the prior year. Subsequent to the quarter's end, the Company announced its intended disposition of the Marc's Cafe and Coffee Mill, Big Boy and Big Boy Express restaurant concepts. The anticipated disposition of these 18 restaurants is expected to result in a reduction of $21 million in annualized revenues, but is not expected to have an adverse impact on the division's operating results. The closings of these dispositions are expected to occur later during the fiscal year. FINANCIAL CONDITION Net cash provided from operations increased by $4.8 million during the first quarter of fiscal 1995 to $20.6 million, compared to the prior year's first quarter. The increase resulted principally from increased comparable earnings prior to the 1994 non-cash accounting change, a decrease in accounts receivable and other current assets, and increased depreciation and tax expense. Cash used for investing activities increased to $18.5 million from $13.7 million in the fiscal 1994 first quarter, primarily as a result of capital expenditures to support the Company's continuing expansion program. The most significant amount of capital spent by the Company during the quarter was on the continued renovation of the Grand Geneva Resort & Spa. Cash used in financing activities decreased to $4.6 million in the first quarter of fiscal 1995, compared to $9.9 million in the first quarter of fiscal 1994. During the 1995 fiscal first quarter, the Company paid $4.2 million in dividends to shareholders, made debt principal payments of $2.9 million and issued $2.5 million of long-term debt. At August 18, 1994, the Company's current ratio was .51, compared to .67 at the end of fiscal 1994. Given the cash nature of the Company's various businesses and the availability to the Company of $15 million in unused credit lines as of the end of the quarter, the Company believes that the cash generated from its ongoing operations and available credit facilities are adequate to support the ongoing operational liquidity needs of the Company's business. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K a. Exhibits Exhibit 27 Financial Data Schedule b. Reports on Form 8-K None. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE MARCUS CORPORATION (Registrant) DATE: September 30, 1994 BY:\s\ Stephen H. Marcus Stephen H. Marcus, Chairman of the Board, President and Chief Executive Officer DATE: September 30, 1994 BY:\s\ Kenneth A. MacKenzie Kenneth A. MacKenzie Chief Financial Officer, Treasurer and Controller THE MARCUS CORPORATION FORM 10-Q FOR 12 - WEEKS ENDED AUGUST 18, 1994 EXHIBIT INDEX Exhibit Description 27 Financial Data Schedule EX-27 2 EXHIBIT 27 THE MARCUS CORPORATION
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCUS CORPORATION'S CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 3-MOS MAY-25-1995 MAY-27-1994 AUG-18-1994 7,490,000 0 6,272,000 0 0 23,141,000 463,176,000 127,323,000 370,792,000 45,004,000 107,324,000 7,367,000 0 0 191,418,000 370,792,000 72,481,000 76,850,000 38,295,000 61,388,000 0 0 0 15,462,000 6,372,000 9,090,000 0 0 0 9,090,000 .69 .69
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