-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Weg8KlVniwH2SlkM76Ta8kdifsyaRmQBhs5S3xIYobTflUhKTKwswpxzJrmhJpzU VyS5sBZc4N60m4lxYVjTeA== 0000897069-95-000213.txt : 19951227 0000897069-95-000213.hdr.sgml : 19951227 ACCESSION NUMBER: 0000897069-95-000213 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951109 FILED AS OF DATE: 19951226 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARCUS CORP CENTRAL INDEX KEY: 0000062234 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 391139844 STATE OF INCORPORATION: WI FISCAL YEAR END: 0526 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12604 FILM NUMBER: 95604292 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 THE MARCUS CORPORATION FORM 10-Q 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 November 9, 1995 [] 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 DECEMBER 13, 1995 - 10,577,074 CLASS B COMMON STOCK OUTSTANDING AT DECEMBER 13, 1995 - 9,062,935 THE MARCUS CORPORATION INDEX Page No. PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements: Balance Sheets (November 9, 1995 and May 25, 1995) . . . 3 Statements of Earnings (Twelve and twenty-four weeks ended November 9, 1995 and November 10, 1994) . 5 Statements of Cash Flows (Twenty-four weeks ended November 9, 1995 and November 10, 1994) . . . . . . . . . . 6 Condensed Notes to Financial Statements . 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . 8 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . 12 Item 6. Exhibits and Reports on Form 8-K . . . . . 13 Signatures . . . . . . . . . . . . . . . . . . . . 14 PART I - Financial Information Item 1. Financial Statements THE MARCUS CORPORATION Consolidated Balance Sheets November 9, May 25, ASSETS 1995 1995 CURRENT ASSETS: (unaudited) Cash and cash equivalents $ 13,833,000 $ 8,798,000 Accounts and notes receivable 8,231,000 6,166,000 Receivables from joint ventures 3,004,000 1,861,000 Other current assets 3,612,000 4,817,000 ------------ ------------ Total current assets 28,680,000 21,642,000 ----------- ----------- PROPERTY AND EQUIPMENT: Land and improvements 56,607,000 54,740,000 Buildings and improvements 306,861,000 290,219,000 Leasehold improvements 5,742,000 7,562,000 Furniture, fixtures and equipment 137,504,000 128,035,000 Construction in progress 8,905,000 27,434,000 ------------ ------------ Total property and equipment 515,619,000 507,990,000 Less accumulated depreciation and amortization 140,561,000 133,706,000 ----------- ----------- Net property and equipment 375,058,000 374,284,000 OTHER ASSETS: Investment in and advances to joint ventures 896,000 629,000 Other 8,602,000 10,527,000 ------------ ------------ Total other assets 9,498,000 11,156,000 ------------ ------------ TOTAL ASSETS $413,236,000 $407,082,000 =========== =========== See accompanying notes to consolidated financial statements THE MARCUS CORPORATION Consolidated Balance Sheets November 9, May 25, LIABILITIES AND SHAREHOLDERS' EQUITY 1995 1995 CURRENT LIABILITIES: (unaudited) Notes payable $ 5,063,000 $ 4,452,000 Accounts payable 7,432,000 17,886,000 Income taxes 8,342,000 2,069,000 Taxes other than income taxes 10,442,000 9,091,000 Accrued compensation 2,714,000 1,458,000 Other accrued liabilities 8,005,000 8,052,000 Current maturities on long-term debt 6,913,000 9,245,000 ------------ ------------ Total current liabilities 48,911,000 52,253,000 ------------ ------------ LONG-TERM DEBT 97,560,000 116,364,000 DEFERRED INCOME TAXES 20,750,000 19,957,000 DEFERRED COMPENSATION AND OTHER 4,517,000 4,044,000 SHAREHOLDERS' EQUITY Preferred Stock, $1 par; authorized 1,000,000 shares; none issued Common Stock, $1 par; authorized 30,000,000 shares; issued 7,527,068 shares at November 9, 1995, 7,522,368 shares at May 25, 1995 7,527,000 7,522,000 Class B Common Stock, $1 par; authorized 20,000,000 shares; issued 6,064,252 shares at November 9, 1995, 6,068,952 shares at May 25, 1995 6,064,000 6,069,000 Capital in excess of par 45,175,000 45,154,000 Retained earnings 186,566,000 159,675,000 ----------- ----------- 245,332,000 218,420,000 Less cost of treasury stock Common stock - 507,905 shares at November 9, 1995 and 525,847 shares at May 25, 1995 3,834,000 3,956,000 ------------ ------------ Total shareholders' equity 241,498,000 214,464,000 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $413,236,000 $407,082,000 =========== =========== See accompanying notes to consolidated financial statements THE MARCUS CORPORATION Consolidated Statements of Earnings (unaudited) November 9, 1995 November 10, 1994 12 Weeks 24 Weeks 12 Weeks 24 Weeks Revenues: Rooms and telephone $ 33,614,000 $ 70,626,000 $29,467,000 $ 61,173,000 Theatre operations 10,033,000 28,890,000 9,228,000 26,666,000 Food and beverage 10,657,000 22,523,000 22,673,000 46,010,000 Other income 4,782,000 10,615,000 3,371,000 7,240,000 ---------- ----------- ---------- ----------- 59,086,000 132,654,000 64,739,000 141,089,000 ---------- ----------- ---------- ----------- Costs and Expenses: Rooms and telephone 11,780,000 23,794,000 10,433,000 21,036,000 Theatre operations 6,077,000 17,324,000 5,903,000 16,124,000 Food and beverage 7,614,000 15,920,000 17,262,000 34,733,000 Advertising and marketing 3,550,000 6,874,000 3,482,000 7,433,000 Administrative 6,256,000 13,615,000 6,132,000 12,535,000 Depreciation and amortization 5,599,000 11,474,000 5,443,000 10,641,000 Rent 509,000 1,528,000 1,618,000 2,979,000 Property taxes 2,097,000 4,300,000 2,205,000 4,468,000 Other costs and expenses 3,265,000 6,059,000 1,792,000 3,499,000 ---------- ----------- ---------- ---------- 46,747,000 100,888,000 54,270,000 113,448,000 ---------- ----------- ---------- ----------- Operating income 12,339,000 31,766,000 10,469,000 27,641,000 Other income (loss): Investment income 886,000 1,673,000 513,000 1,021,000 Interest expense (2,399,000) (4,933,000) (1,844,000) (4,054,000) Gain on disposal of property and equipment 462,000 25,069,000 125,000 117,000 ---------- ---------- ---------- ---------- (1,051,000) 21,809,000 (1,206,000) (2,916,000) ---------- ---------- ---------- ---------- Earnings before income taxes 11,288,000 53,575,000 9,263,000 24,725,000 Income taxes 4,697,000 21,674,000 3,760,000 10,132,000 ---------- ---------- ---------- ---------- Net earnings $ 6,591,000 $ 31,901,000 $ 5,503,000 $ 14,593,000 ========= ========== ========== ========== Net earnings per weighted average share of Common Stock and Class B Common Stock $0.33 $1.61* $0.28 $0.74 ==== ===== ==== ===== * Includes a one time gain of $0.75, net of tax, on the disposition of certain restaurant locations. Weighted average shares outstanding 19,774,500 19,762,500 19,701,000 19,698,000 Dividends per Share Common Stock - $0.27 - $0.23 Class B Common Stock - $0.24 - $0.21 See accompanying notes to consolidated financial statements THE MARCUS CORPORATION Consolidated Statements of Cash Flows For the Twenty-Four Weeks Ended November 9, November 10, (unaudited) 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $31,901,000 $14,593,000 Adjustments to reconcile net earnings to cash provided by operating activities: Earnings on investments in joint ventures (213,000) (207,000) Gain on disposals of property and equip. (25,069,000) (117,000) Depreciation and amortization 11,474,000 10,641,000 Deferred tax provision 793,000 390,000 Deferred compensation and other 473,000 349,000 Changes in assets and liabilities: Accounts and notes receivable (3,208,000) (2,020,000) Other current assets 1,205,000 (464,000) Accounts and notes payable (9,843,000) (4,876,000) Income taxes 6,273,000 3,974,000 Taxes other than income taxes 1,351,000 1,656,000 Accrued compensation 1,256,000 1,458,000 Other accrued liabilities (47,000) 822,000 ---------- ---------- Net cash provided by operating activities 16,346,000 26,199,000 ---------- --------- CASH FLOW FROM INVESTING ACTIVITIES: Additions to property and equipment (36,709,000) (34,165,000) Proceeds from disposals of property and equip 49,530,000 779,000 Investments in joint ventures (329,000) (250,000) Decrease in other assets 1,925,000 2,213,000 Cash received from joint ventures 275,000 459,000 ---------- ----------- Net cash provided by (used in) investing activities 14,692,000 (30,964,000) ---------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Debt transactions: Proceeds from issuance of long-term debt -- 8,726,000 Principal payments on long-term debt (21,136,000) (3,431,000) Equity transactions: Treasury stock transactions (except for stock options) (104,000) 2,000 Exercise of stock options 247,000 110,000 Cash dividend paid (5,010,000) (4,239,000) ----------- ---------- Net cash (used in) provided by financing activities (26,003,000) 1,168,000 ----------- ---------- CASH AND CASH EQUIVALENTS; Net increase (decrease) during period 5,035,000 (3,597,000) Beginning balance 8,798,000 9,974,000 ---------- ---------- Ending balance $13,833,000 $ 6,377,000 ========== ========== See accompanying notes to consolidated financial statements THE MARCUS CORPORATION CONDENSED NOTES TO FINANCIAL STATEMENTS FOR THE TWELVE AND TWENTY-FOUR WEEKS ENDED NOVEMBER 9, 1995 (Unaudited) A. Refer to the Company's audited financial statements (including footnotes) for the year ended May 25, 1995, 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 and twenty-four weeks ended November 9, 1995 and November 10, 1994, 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 November 9, 1995, and for all periods presented have been made. C. Pursuant to an asset purchase agreement dated April 12, 1995, the Company completed the sale of its 18 existing Applebee's Neighborhood Grill & Bar restaurants (Applebee's), two Applebee's under construction, five Applebee's under development and its development rights for Applebee's to Apple South, Inc. (the Purchaser). On June 5, 1995, the Company entered into a management agreement with the Purchaser, whereby the Purchaser commenced to immediately manage, operate and assume all of the Company's existing operating and development responsibilities related to the Company's Applebee's restaurant operations. The Purchaser received all profits of the restaurants between June 5, 1995 and June 30, 1995, as reimbursement for its management service. On June 30, 1995, proceeds from the sale of approximately $48.3 million were received by the Company in cash. D. The Company's Board of Directors declared a three-for-two stock split, effected in the form of a 50% stock dividend, distributed on November 14, 1995, to all holders of Common Stock and Class B Common Stock. All per share and weighted average shares outstanding data prior to November 14, 1995, have been adjusted to reflect this dividend. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition RESULTS OF OPERATION 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 1996 will consist of 17 weeks for the Company and its theatre division, while the Company's remaining divisions will report a 16-week fourth quarter. The Company and all of its divisions reported a 52-week year in fiscal 1995. Revenues for the second quarter of fiscal 1996 ended November 9, 1995 totaled $59.1 million dollars, a decrease of $5.6 million, or 8.7%, from revenues of $64.7 million for the second quarter of fiscal 1995. For the first half of fiscal 1996 revenues were $132.7 million, a decrease of $8.4 million, or 6.0%, from revenues of $141.1 million in the first half of fiscal 1995. The decline in revenues in the fiscal 1996 periods from the prior year's periods, which was anticipated by the Company, was due to the loss of $11.9 million and $23.8 million in restaurant division revenues for the fiscal 1996 second quarter and first half, respectively, from the Company's June 1995 sale of its Applebee's restaurants and the Company's disposition through lease of its 11 Marc's Cafe & Coffee Mill restaurants in February 1995. However, as described below, the loss of revenues from the disposition of its Applebee's and Marc's Cafe & Coffee Mill restaurants was partially offset by increased 1996 comparative period revenues in all of the Company's other divisions. Net earnings for the second quarter of fiscal 1996 were $6.6 million, or $0.33 per share, a 19.8% and 17.9% respective increase from net earnings of $5.5 million, or $0.28 per share, for the second quarter of fiscal 1995. For the first half of fiscal 1996 earnings from ongoing operations were $17.1 million, or $0.86 per share, excluding the after-tax gain of $14.8 million, or $0.75 per share, resulting from the Company's sale of its Applebee's restaurants and related rights. This represented a respective 17.1% and 16.2% increase from net earnings of $14.6 million, or $0.74 per share, in the first half of fiscal 1995. Including the gain from the Applebee's sale, net earnings were $31.9 million, or $1.61 per share, for the first half of fiscal 1996. All earnings per share data have been adjusted to reflect the three-for-two stock split effected in the form of a 50% stock dividend on November 14, 1995. Motels Total revenues for the second quarter of fiscal 1996 for the motel division were $27.9 million, an increase of $3.3 million, or 13.6%, compared to $24.6 million in the same period in fiscal 1995. The motel division's operating income for the fiscal 1996 second quarter totaled $5.5 million, an increase of $529,000, or 10.6%, over the $5.0 million earned by the division in the same period in fiscal 1995. Total revenues for the first half of fiscal 1996 for the motel division were $58.4 million, an increase of $7.8 million, or 15.4%, compared to $50.6 million in the same period in fiscal 1995. The motel division's operating income for the first half of fiscal 1996 totaled $13.7 million, an increase of $2.1 million, or 18.6%, over the $11.6 million earned by the division in the same period in fiscal 1995. Compared to the end of the second quarter of fiscal 1995, there were eight new Company-owned and eight new franchised Budgetel Inns in operation at the end of the fiscal 1996 second quarter. These new facilities contributed additional revenues of $1.6 million to the division's fiscal 1996 second quarter revenues. Occupancy and average daily room rates at the Company's continuing motels during the fiscal 1996 periods remained consistent with the strong results of last year's comparative periods as the Company continued to benefit from strong consumer demand in the lodging industry. At the end of the second quarter, the Company operated 117 Budgetel Inns, of which 87 were Company- owned and 30 were franchised, compared to a total of 101 Budgetel Inns at the end of last year's second quarter (79 Company-owned and 22 franchised). The Company is continuing to pursue an aggressive expansion program for its Budgetel Inns and currently plans to open up to an additional 17 new Company-owned or franchised Budgetel Inns during the remainder of fiscal 1996. The Company also owns and operates three Woodfield Suite all-suite motels and is currently developing two additional Woodfield Suites. Theatres The theatre division's fiscal 1996 second quarter revenues were $10.1 million, an increase of $700,000, or 7.5%, over revenues of $9.4 million in the same period in fiscal 1995. Operating income for the second quarter in fiscal 1996 was $1.1 million, an increase of $412,000, or 60.7%, over operating income of $679,000 in the same prior year period. The theatre division's fiscal 1996 first half revenues were $29.0 million, an increase of $2.2 million, or 8.0%, over revenues of $26.8 million in the same period in fiscal 1995. Operating income for the first half of fiscal 1996 was $5.5 million, an increase of $609,000, or 12.4%, over $4.9 million in the same prior year period. Consistent with the seasonality of the motion picture exhibition industry, the second quarter of the Company's fiscal year is typically the slowest period for its theatre division. In November, the division opened a new ten-plex theatre in Orland Park, Illinois and construction is underway on two eight-plexes in Appleton and New Berlin, Wisconsin. Plans are also underway to construct a new 20-screen theatre in Addison, Illinois. Scheduled to open in the fall of 1996, the Addison 20-plex will be the Chicago area's and the Company's largest movie theatre complex. Total box office receipts for the fiscal 1996 first half were $20.3 million, an increase of $1.1 million, or 5.9%, from $19.2 million in the same period in the prior year. Box office receipts increased for the first half of fiscal 1996 compared to the prior year's first half due to the operation of two new eight-plex theatres, together with a 5.5% increase in average ticket prices and a 11.2% increase in vending revenues per person. Four screens were closed from last year's second quarter, resulting in a nominal loss of revenues and improved operating income from last year's second quarter. The Company operated 204 total screens during the second quarter of fiscal 1996 compared to 189 during last year's second quarter. The additional screens in operation during the quarter allowed over-all theatre attendance to increase slightly during the first half of 1996 compared to the fiscal 1995 first half. Theatre attendance is largely dependent upon the audience appeal of available films, a factor over which the Company has limited control. During the first half of fiscal 1996, attendance was flat due to the relatively small number of "blockbuster" movies. Hotels and Resorts Total revenues from the hotels and resorts division during the second quarter of fiscal 1996 increased by $2.1 million, or 16.7%, to $14.8 million, compared to $12.7 million in the previous year's comparable period. Operating income increased by $288,000, or 25.2%, to $1.4 million in the fiscal 1996 second quarter, compared to $1.1 million in the prior fiscal year's second quarter. Total revenues from the hotels and resorts division during the first half of fiscal 1996 increased by $5.5 million, or 21.1%, to $31.5 million, over $26.0 million in the previous year's comparable period. Operating income increased by $1.6 million in the first half of fiscal 1996, or 54.7%, to $4.5 million, compared to $2.9 million in the prior fiscal year's first half. Substantially improved occupancy and room rates at the Grand Geneva Resort & Spa were the primary reasons for the increases in the fiscal 1996 periods compared to the prior year's periods, together with improved occupancy rates and average room rates at the Milwaukee Hilton (formerly the Marc Plaza), which reopened in June 1995 after extensive renovation and restoration. Pre-opening costs for the Milwaukee Hilton, which are being amortized over a one-year period which began in the first quarter of fiscal 1996, reduced otherwise stronger operating profits. Restaurants Restaurant division revenues totaled $6.0 million for the fiscal 1996 second quarter, a decrease of $12.1 million, or 66.9%, from $18.1 million in the same period in fiscal 1995. The division's operating loss for the fiscal 1996 second quarter was $383,000, compared to operating income of $88,000 in the second quarter of the prior year. Restaurant division revenues totaled $13.3 million for the fiscal 1996 first half, a decrease of $24.2 million, or 64.5%, from $37.5 million in the same period in fiscal 1995. The division's operating loss in the first half of fiscal 1996 was $751,000, compared to operating income of $916,000 in the first half of fiscal 1995. The decreased revenues in both fiscal 1996 periods were virtually all due to the disposition or closure of 38 restaurants since last year's second quarter, as well as decreased revenues in the fiscal 1996 periods recognized by the Company's KFC restaurants. Operating results in both fiscal 1996 periods declined due primarily to the sale of the Company's profitable Applebee's restaurants. The Company's KFC restaurants experienced a 4.9% decrease in revenues and a 44.0% decrease in operating profits during the fiscal 1996 second quarter compared to the prior year's second quarter. For the first half of fiscal 1996, the Company's KFC restaurants experienced a 3.7% decrease in revenues and a 49.1% decrease in operating profit compared to the same fiscal 1995 period. The decreased results between comparative periods were the result of increased operating expenses, including significantly higher chicken costs, and special lower priced promotions, together with the loss of $252,000 in revenues from the closure of four underperforming KFC restaurants since last year's second quarter. Although guest counts increased 2% at same-store KFCs during the first half of fiscal 1996 compared to the first half of fiscal 1995, average check amounts decreased 1% because of lower priced promotions. FINANCIAL CONDITION The Company's lodging, movie theatre and restaurant businesses each generate significant and consistent daily amounts of cash because each segment's revenue is derived predominantly from consumer cash purchases. The Company believes that these consistent and predictable cash sources, together with the availability to the Company of $45 million in unused credit lines at the end of the first quarter, should be adequate to support the ongoing operational liquidity needs of the Company's businesses. Net cash provided by operating activities decreased by $9.9 million during the first half of fiscal 1996 to $16.3 million, compared to $26.2 million in the prior year's first half. The primary cause of this decrease was a decrease in accounts and notes payable caused by timing differences in payments to vendors and increased income tax expense related to the gain on disposals of property and equipment. As a result of receiving $49.5 million in net cash proceeds from the disposition of property and equipment, including the sale of its Applebee's restaurants and related rights, the Company's investing activities generated a positive cash flow of $14.7 million during the first half of fiscal 1996, compared to a net use of $31.0 million in the fiscal 1995 first half. Capital expenditures to support the Company's continuing expansion program totalled $36.7 million in the first half of fiscal 1996 compared to $34.2 million in the prior year's first half. Net cash used in financing activities increased to $26.0 million in the first half of fiscal 1996, compared to $1.2 million of net cash provided by financing activities in the first half of fiscal 1995. During the fiscal 1996 first half, the Company paid $21.1 million of principal payments on long-term debt (as a result of its receipt of cash from its Applebee's sale), compared to $3.4 million in the prior year's first half, and made dividend payments of $5.0 million compared to $4.2 million during the prior year's first half. The Company did not issue any new debt during the fiscal 1996 first half compared to $8.7 million of new debt issued in the first half of fiscal 1995. The Company's continuing expansion plans are being funded from cash generated from operations, the funds received by the Company from the prior sale of its Applebee's restaurants and other facilities, and additional bank debt. The actual timing and extent of the implementation of the Company's current expansion plans will depend in large part on continuing favorable industry and general economic conditions, the competitive environment, evolving customer needs and trends and the availability of attractive opportunities. It is likely that the Company's current expansion goals will continue to evolve and change in response to these and other factors. The Company currently has one interest rate swap agreement in the notional amount of $15.0 million. This agreement is not material to the Company's financial condition. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Company's 1995 annual meeting of shareholders was held on Thursday, September 28, 1995 ("Annual Meeting"). At the Annual Meeting, the following matters were voted on in person or by proxy, and approved by the Company's shareholders: 1. The shareholders voted to elect Ben Marcus, Stephen H. Marcus, Diane Marcus Gershowitz, George R. Slater, Lee Sherman Dreyfus, John L. Murray, Daniel F. McKeithan, Jr., Allan H. Selig and Timothy E. Hoeksema to the Company's Board of Directors for one-year terms to expire at the Company's 1996 annual meeting of shareholders and until their successors are duly qualified and elected. 2. The shareholders voted to approve and ratify the Company's 1995 Equity Incentive Plan. As of the August 11, 1995 record date for the Annual Meeting ("Record Date"), 10,513,709 shares of Common Stock and 9,103,428 shares of Class B Common Stock were outstanding and eligible to vote, with the Common Stock entitled to one vote per share and the Class B Common Stock entitled to ten votes per share. Following are the final votes on the matters presented for shareholder approval at the Annual Meeting: Election of Directors For Withheld Name Votes Percentage Votes Percentage (1) (1) Ben Marcus 89,036,633 99.41% 532,415 0.59% Stephen H. Marcus 89,553,698 99.98% 15,350 0.02% Diane Marcus Gershowitz 89,553,615 99.98% 15,432 0.02% George R. Slater 89,552,499 99.98% 16,548 0.02% Lee Sherman Dreyfus 89,549,649 99.98% 19,398 0.02% John L. Murray 89,552,784 99.98% 16,263 0.02% Daniel F. McKeithan, Jr. 89,553,422 99.98% 15,626 0.02% Allan H. Selig 89,548,400 99.98% 20,648 0.02% Timothy E. Hoeksema 89,553,347 99.98% 15,701 0.02% -------------------- (1) Based on a total of 89,569,047 votes represented by shares of Common Stock and Class B Common Stock actually voted in person or by proxy at the Annual Meeting. 1995 Equity Incentive Plan
Total Total Total Votes Percentage Total Total Votes Percentage Voted Voted Total Votes Percentage Voted For Voted For(1) Against Against(1) Abstained Abstained(1) Combined Common Stock and Class B Common Stock Vote 86,880,519 97.00% 514,064 0.57% 301,187 0.34% ----------------- (1) Based on a total of 89,569,047 votes represented by shares of Common Stock and Class B Common Stock actually voted in person or by proxy at the Annual Meeting.
No other matters were brought before the Annual Meeting for a shareholder vote. The foregoing share and vote data has been adjusted for the three-for- two stock split effected in the form of a 50% stock dividend on November 14, 1995. Item 6. Exhibits and Reports on Form 8-K a. Exhibits Exhibit 27. Financial Data Schedule b. Reports on Form 8-K None. 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 (Registrant) DATE: December 22, 1995 By: \s\ Stephen H. Marcus Stephen H. Marcus, Chairman of the Board, President and Chief Executive Officer DATE: December 22, 1995 By: \s\ Kenneth A. MacKenzie Kenneth A. MacKenzie Chief Financial Officer and Treasurer THE MARCUS CORPORATION FORM 10-Q FOR 24 - WEEKS ENDED NOVEMBER 9, 1995 EXHIBIT INDEX Exhibit Description 27 Financial Data Schedule EX-27 2 EXHIBIT 27 FINANCIAL DATA SCHEDULE
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCUS CORPORATION'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 6-MOS MAY-30-1996 MAY-26-1995 NOV-09-1995 13,833,000 0 8,231,000 0 0 28,680,000 515,619,000 140,561,000 413,236,000 48,911,000 97,560,000 13,951,000 0 0 231,233,000 413,236,000 122,039,000 132,654,000 57,038,000 100,888,000 0 0 4,933,000 53,575,000 21,674,000 31,901,000 0 0 0 31,901,000 1.61 1.61
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