MARCUS CORP

Previous wording

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 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 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 weather conditions, particularly during the winter in the Midwest and in our other markets; (12) our ability to identify properties to acquire, develop and/or manage and the continuing availability of funds for such development; (13) the adverse impact on business and consumer spending on travel, leisure and entertainment resulting from terrorist attacks in the United States, other incidents of violence in public venues such as hotels and movie theatres or epidemics; and (14) a disruption in our business and reputational and economic risks associated with civil securities claims brought by shareholders. These s…

Excerpt shortened here; the source contains the full paragraph.

Current wording

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 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 weather conditions, particularly during the winter in the Midwest and in our other markets; (12) our ability to identify properties to acquire, develop and/or manage and the continuing availability of funds for such development; (13) 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 (14) a disruption in our business and reputational and economic risks associated with civil securities claims brought by shareholders. These…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

We divide our fiscal year into three 13-week quarters and a final quarter consisting of 13 or 14 weeks. The second quarter of fiscal 2024 consisted of the 13-week period beginning on March 29, 2024 and ended on June 27, 2024. The second quarter of fiscal 2023 consisted of the 13-week period beginning March 31, 2023 and ended on June 29, 2023. 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.

Current wording

We divide our fiscal year into three 13-week quarters and a final quarter consisting of 13 or 14 weeks. The third quarter of fiscal 2024 consisted of the 13-week period beginning on June 28, 2024 and ended on September 26, 2024. The third quarter of fiscal 2023 consisted of the 13-week period beginning June 30, 2023 and ended on September 28, 2023. 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.

Previous wording

The following table sets forth revenues, operating income (loss), other income (expense), net earnings (loss) and net earnings (loss) per diluted common share for the second quarter and first half of fiscal 2024 and fiscal 2023 (in millions, except for per share and variance percentage data):

Current wording

The following table sets forth revenues, operating income, other income (expense), net earnings (loss) and net earnings (loss) per diluted common share for the third quarter and first three quarters of fiscal 2024 and fiscal 2023 (in millions, except for per share and variance percentage data):

Previous wording

Other income (expense) and net earnings (loss) during the second quarter and first half of fiscal 2024 were negatively impacted by debt conversion expense of $13.9 million in connection with the $86.4 million aggregate principal amount of Convertible Notes Repurchases. See Convertible Senior Notes Repurchasesin the “Liquidity and Capital Resources” section of this MD&A for further discussion.

Current wording

Other income (expense) during the third quarter and first three quarters of fiscal 2024 were negatively impacted by debt conversion expense of $1.4 million and $15.3 million, respectively, in connection with the $99.9 million aggregate principal amount of Convertible Notes Repurchases. See Convertible Senior Notes Repurchasesin the “Liquidity and Capital Resources” section of this MD&A for further discussion.

Previous wording

We recognized investment income of $0.2 million and $0.9 million during the second quarter and first half of fiscal 2024, respectively, compared to $0.4 million and $0.6 million during the second quarter and first half of fiscal 2023, respectively. Variations in investment income were due to changes in the value of marketable securities.

Current wording

We recognized investment income of $0.8 million and $1.7 million during the third quarter and first three quarters of fiscal 2024, respectively, compared to $0.4 million and $1.1 million during the third quarter and first three quarters of fiscal 2023, respectively. Variations in investment income were due to changes in the value of marketable securities.

Previous wording

Our interest expense totaled $2.6 million and $5.1 million for the second quarter and first half of fiscal 2024, respectively, compared to $3.1 million and $6.1 million for the second quarter and first half of fiscal 2023, respectively. The decrease in interest expense in fiscal 2024 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.

Current wording

Our interest expense totaled $3.1 million and $8.2 million for the third quarter and first three quarters of fiscal 2024, respectively, compared to $2.9 million and $9.0 million for the third quarter and first three quarters of fiscal 2023, respectively. The decrease in interest expense during the first three quarters of fiscal 2024 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.

Previous wording

We reported income tax expense for the second quarter of fiscal 2024 of $5.7 million compared to income tax expense of $4.1 million during the second quarter of fiscal 2023. We reported income tax benefit for the first half of fiscal 2024 of $1.7 million compared to income tax expense of $1.3 million during the first half of fiscal 2023. Our fiscal 2024 first half effective income tax rate was 4.9%, and was negatively impacted by nondeductible debt conversion expense resulting from the Convertible Notes Repurchases and a $1.1 million reduction in deferred tax assets resulting from the related termination of the Capped Call Transactions (combined negative impact of 7.5 percentage points) and excess compensation subject to deduction limitations. Our fiscal 2023 first half effective income tax rate was 24.0%. We anticipate that our effective income tax rate for fiscal 2024 may be in the 5-10% range, excluding any potential changes in federal or state income tax rates, valuation allowance adjustments or other one-time tax benefits. Our actual fiscal 2024 effective income tax rate may be different from our estimated quarterly rates depending upon actual facts and circumstances.

Current wording

We reported income tax expense for the third quarter of fiscal 2024 of $5.4 million compared to income tax expense of $5.9 million during the third quarter of fiscal 2023. We reported income tax expense for the first three quarters of fiscal 2024 of $3.8 million compared to income tax expense of $7.1 million during the first three quarters of fiscal 2023. Our fiscal 2024 first three quarters effective income tax rate was (74.9)%, and was negatively impacted by nondeductible debt conversion expense resulting from the Convertible Notes Repurchases and a $1.2 million reduction in deferred tax assets resulting from the related termination of the Capped Call Transactions (combined negative impact of approximately 108 percentage points) and excess compensation subject to deduction limitations. Our fiscal 2023 first three quarters effective income tax rate was 30.5%. We anticipate that our effective income tax rate for fiscal 2024 may be in the (200)% to (210)% range, which includes an estimated negative impact of approximately 240 percentage points from the Convertible Notes Repurchases and termination of the Capped Call Transactions, and excludes any potential changes in federal or state income tax rates, valuation allowance adjustments or other one-time tax benefits. Our actual fiscal 2024 effective income tax rate may be different from our estimated quarterly rates depending upon actual facts and circumstances.

Previous wording

The following table sets forth revenues, operating income (loss) and operating margin for our theatre division for the second quarter and first half of fiscal 2024 and fiscal 2023 (in millions, except for variance percentage and operating margin):

Current wording

The following table sets forth revenues, operating income and operating margin for our theatre division for the third quarter and first three quarters of fiscal 2024 and fiscal 2023 (in millions, except for variance percentage and operating margin):

Previous wording

Our theatre division revenues and operating income decreased with weaker performances from films during the second quarter and first half of fiscal 2024, compared to the second quarter and first half of fiscal 2023. The second quarter of fiscal 2023 benefited from a very strong performance from The Super Mario Bros Movie, and the first half of fiscal 2023 also benefited from a strong carryover performance from Avatar: The Way of Water, while the second quarter and first half of fiscal 2024 had fewer blockbuster films. In addition, the film slate in the second quarter and first half of fiscal 2024 was negatively impacted by the content supply chain disruption from the shutdown of movie production during the WGA and SAG-AFTRA labor strikes in 2023, which contributed to a weaker slate of available films compared to the second quarter and first half of fiscal 2023. Our operating income during the second quarter and first half of fiscal 2024 decreased compared to the second quarter and first half of fiscal 2023 as a result of decreased theatre attendance.

Current wording

Our theatre division revenues and operating income increased with stronger performances from blockbuster films during the third quarter of fiscal 2024, compared to the third quarter of fiscal 2023. During the first three quarters of fiscal 2024, our theatre division revenues and operating income decreased compared to the first three quarters of fiscal 2023, driven by a weaker film slate in the first half of fiscal 2024, partially offset by an increase in film performance in the third quarter. The film slate in the first three quarters of fiscal 2024 was negatively impacted by the content supply chain disruption from the shutdown of movie production during the WGA and SAG-AFTRA labor strikes in 2023, which contributed to a weaker slate of available films, particularly in the first half of fiscal 2024, compared to the first three quarters of fiscal 2023, resulting in decreased theatre attendance.

Previous wording

The following table provides a further breakdown of the components of revenues for the theatre division for the second quarter and first half of fiscal 2024 and fiscal 2023 (in millions, except for variance percentage):

Current wording

The following table provides a further breakdown of the components of revenues for the theatre division for the third quarter and first three quarters of fiscal 2024 and fiscal 2023 (in millions, except for variance percentage):

Previous wording

According to data received from Comscore (a national box office reporting service for the theatre industry) and compiled by us to evaluate our fiscal 2024 second quarter and first half results, U.S. box office receipts decreased 26.8% during our fiscal 2024 second quarter and 19.7% during our fiscal 2024 first half compared to the same comparable weeks in fiscal 2023, indicating that our decrease in admission revenues for comparable theatres (excluding theatres closed during the past year) during the second quarter and first half of fiscal 2024 of 28.8% and 22.7% underperformed the industry by 2.0 and 3.0 percentage points, respectively. We believe our underperformance is attributable to an unfavorable film mix during the second quarter and first half of fiscal 2024 that was more appealing to audiences in other parts of the U.S. than in our Midwestern markets, compared to a favorable film mix during the second quarter and first half of fiscal 2023 that included Avatar: The Way of Water, The Super Mario Bros Movie, and Guardian of the Galaxy Vol.3, which played well in our Midwestern markets.

Current wording

Data received and complied by us from Comscore also indicates U.S. box office receipts decreased 11.0% during the first three quarters of fiscal 2024 compared to the same comparable weeks in fiscal 2023, indicating that our decrease of 11.3% in admission revenues for comparable theatres (excluding theatres closed during the past year) during the first three quarters of fiscal 2024 underperformed the industry by 0.3 percentage points. We believe the slight underperformance during the first three quarters of fiscal 2024 is due to an unfavorable film mix primarily during the first half of fiscal 2024 that was more appealing to audiences in other parts of the U.S. than in our Midwestern markets compared to a favorable film mix during the first half of fiscal 2023, partially offset by a favorable film slate and increased performance in the third quarter of fiscal 2024 compared to the third quarter of fiscal 2023.

Previous wording

Additional data received and compiled by us from Comscore indicates our admission revenues at comparable theatres during the second quarter and first half of fiscal 2024 represented approximately 3.0% of the total admission revenues in the U.S. (commonly referred to as market share in our industry) during both periods, compared to 3.1% during the second quarter and first half of fiscal 2023. Our goal is to continue our historical long-term pattern of outperforming the industry, but our ability to do so in any given quarter will likely be partially dependent upon film mix, weather and the competitive landscape in our markets.

Current wording

Additional data received and compiled by us from Comscore indicates our admission revenues at comparable theatres during the third quarter and first three quarters of fiscal 2024 represented approximately 3.1% and 3.0%, respectively, of the total admission revenues in the U.S. (commonly referred to as market share in our industry), compared to 2.9% and 3.1% during the third quarter and first three quarters of fiscal 2023, respectively. Our goal is to continue our historical long-term pattern of outperforming the industry, but our ability to do so in any given quarter will likely be partially dependent upon film mix, weather and the competitive landscape in our markets.

Previous wording

Total theatre attendance for our comparable theatres decreased 26.3% during the second quarter of fiscal 2024 compared to the second quarter of fiscal 2023, which was primarily attributable to a weaker film slate and lower box office performance from the top films during the second quarter of fiscal 2024 (led by only two weeks of Inside Out 2) versus the top films last fiscal year during the second quarter (led by twelve weeks of The Super Mario Bros. Movie). During the second quarter of fiscal 2024 there were 28 wide-release films (films showed in over approximately 1,500 theatres in the U.S.) compared to 29 wide-release films during the second quarter of fiscal 2023.

Current wording

Total theatre attendance for our comparable theatres increased 7.1% during the third quarter of fiscal 2024 compared to the third quarter of fiscal 2023, which was primarily attributable to a stronger film slate, higher box office performance from the top films during the third quarter of fiscal 2024 versus the top films last fiscal year during the third quarter, and an increase in the number of films released during the fiscal 2024 third quarter. During the third quarter of fiscal 2024 there were 30 wide-release films (films showed in over approximately 1,500 theatres in the U.S.) compared to 24 wide-release films during the third quarter of fiscal 2023.

Previous wording

Total theatre attendance for our comparable theatres decreased 22.6% during the first half of fiscal 2024 compared to the prior year period, resulting primarily from the weaker film slate. During both the first half of fiscal 2024 and the first half of fiscal 2023, there were 52 wide-release films. While the number of wide-release films during the second quarter and first half of fiscal 2024 was similar compared to the prior fiscal year periods, the average opening weekend U.S. box office gross per wide release was approximately 28% and 27% lower, respectively, reflecting a weaker film slate with fewer significant franchises and a generally lower quality of product.

Current wording

Total theatre attendance for our comparable theatres decreased 11.8% during the first three quarters of fiscal 2024 compared to the prior year period, resulting primarily from the weaker film slate in the first half of fiscal 2024, partially offset by an increase in theatre attendance during fiscal 2024 third quarter compared to the prior year quarter. During the first three quarters of fiscal 2024 there were 82 wide-release films compared to 76 wide-release films during the first three quarters of fiscal 2023, with the increase in wide release films occurring entirely in the third quarter. While the first half of fiscal 2024 compared to the first half of fiscal 2023 was comprised of a similar number of wide releases, there were fewer major franchise titles and an overall lower quality of film product during the first half of fiscal 2024, though film product quantity and quality significantly improved during the third quarter of fiscal 2024.

Previous wording

Our highest grossing films during the fiscal 2024 second quarter included Inside Out 2, Godzilla x Kong: The New Empire, Bad Boys: Ride or Die, Kingdom of the Planet of the Apesand IF. Our top five films during our fiscal 2024 second quarter accounted for 56% of our total box office results, compared to 63% (including event cinema in both periods) for the top five films during the second quarter of fiscal 2023, both expressed as a percentage of the total admission revenues for the relevant period. A decreased concentration of blockbuster films during a given quarter often has the effect of lowering 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. As a result of a less concentrated film slate, our overall film cost as a percentage of admission revenues decreased during the second quarter of fiscal 2024 compared to the same period in the prior fiscal year.

Current wording

Our highest grossing films during the fiscal 2024 third quarter included Deadpool & Wolverine, Despicable Me 4, Twisters, Inside Out 2, and Beetlejuice Beetlejuice. Our top five films during our fiscal 2024 third quarter accounted for 66% of our total box office results, compared to 56% (including event cinema in both periods) for the top five films during the third quarter of fiscal 2023, both expressed as a percentage of the total admission revenues for the relevant period. An increased concentration of 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. As a result of a more concentrated film slate, our overall film cost as a percentage of admission revenues increased during the third quarter of fiscal 2024 compared to the same period in the prior fiscal year.

Previous wording

Our average ticket price decreased 3.1% during the second quarter of fiscal 2024, compared to the second quarter of fiscal 2023. During the first half of fiscal 2024, our average ticket price increased 0.2% compared to the first half of fiscal 2023. Our average ticket price during the second quarter was negatively impacted by an increased percentage of our weekly attendance coming from Value Tuesday, promotional pricing offerings, including a $7 Everyday Matinee for seniors and children that was introduced during the second quarter of fiscal 2024, as well as a lower percentage of tickets for 3D and Premium Large Format (PLF) showings during the second quarter of fiscal 2024 compared to the second quarter of fiscal 2023 due to the related film mix during each period. The overall change in average ticket price unfavorably impacted our admission revenues of our comparable theatres by $1.7 million and $0.1 million during the second quarter and first half of fiscal 2024 compared to the second quarter and first half of fiscal 2023, respectively.

Current wording

Our average ticket price increased 2.6% during the third quarter of fiscal 2024, compared to the third quarter of fiscal 2023. During the first three quarters of fiscal 2024, our average ticket price increased 0.9% compared to the first three quarters of fiscal 2023. Our average ticket price during the third quarter of fiscal 2024 was positively impacted by an increased percentage of ticket sales coming from Premium Large Format (PLF) screens and evening showings, partially offset by the negative impact of an increased percentage of our weekly attendance coming from Value Tuesday, and promotional pricing offerings, including a $7 Everyday Matinee for seniors and children that was introduced during the second quarter of fiscal 2024. The overall change in average ticket price favorably impacted our admission revenues of our comparable theatres by $1.5 million and $0.9 million during the third quarter and first three quarters of fiscal 2024 compared to the third quarter and first three quarters of fiscal 2023, respectively.

Previous wording

Our average concession revenues per person increased by 2.3% and 1.6% during the second quarter and first half of fiscal 2024 compared to the second quarter and first half of fiscal 2023, respectively, primarily due to inflationary increases in concessions prices in response to increases in food and labor costs, as well an increase in the number of concessions items purchased per customer. During the second quarter of fiscal 2024, we made changes to our Value Tuesday promotion for our Magical Movie Rewards (MMR) loyalty members, discontinuing the prior promotion that offered a 20% discount on all concessions, food and non-alcoholic beverages and reintroducing a free complimentary-sized popcorn, which has been well received by guests. The overall increase in average concession revenues per person favorably impacted our concession revenues of our comparable theatres by $0.9 million during both the second quarter and first half of fiscal 2024 compared to the second quarter and first half of fiscal 2023.

Current wording

Our average concession revenues per person increased by 7.9% and 3.7% during the third quarter and first three quarters of fiscal 2024 compared to the third quarter and first three quarters of fiscal 2023, respectively, due to market pricing adjustments, as well an increase in the number of concessions, food and beverage transactions per ticket sold, or our “hit rate”. During the second quarter of fiscal 2024, we made changes to our Value Tuesday promotion for our MMR loyalty members, discontinuing the prior promotion that offered a 20% discount on all concessions, food and non-alcoholic beverages and reintroducing a free complimentary-sized popcorn, which has been well received by guests. The overall increase in average concession revenues per person favorably impacted our concession revenues of our comparable theatres by $4.3 million and $4.6 million during the third quarter and first three quarters of fiscal 2024 compared to the third quarter and first three quarters of fiscal 2023, respectively.

Previous wording

Other revenues during the second quarter of fiscal 2024 increased by $0.3 million compared to the second quarter of fiscal 2023 due to an increase in internet surcharge ticketing fees per person, partially offset by the impact of decreased attendance on internet surcharge ticketing fees and preshow and in-app advertising revenue. Late during the first quarter of fiscal 2024, we made changes to the criteria for waiving internet surcharge ticket fees for our MMR members, resulting in an increase in ticketing fees per person during the second quarter of fiscal 2024. Other revenues during the first half of fiscal 2024 decreased by $0.1 million compared to the first half of fiscal 2023 due to the impact of decreased attendance on internet surcharge ticketing fees and preshow and in-app advertising revenue, partially offset by an increase in internet surcharge ticketing fees per person in the second quarter of fiscal 2024.

Current wording

Late during the first quarter of fiscal 2024, we made changes to the criteria for waiving internet surcharge ticket fees for our MMR members, resulting in an increase in ticketing fees per person during the third quarter of fiscal 2024. Other revenues during the first three quarters of fiscal 2024 increased by $3.6 million compared to the first three quarters of fiscal 2023 due to an increase in internet surcharge ticketing fees per person, partially offset by the impact of overall decreased attendance on internet surcharge ticketing fees and preshow and in-app advertising revenue during the first three quarters of fiscal 2024.

Previous wording

The quantity, quality, and mix of films available for theatrical exhibition, including wide-release films, was negatively impacted during fiscal 2024 by the shutdown of movie production resulting from the WGA and SAG-AFTRA labor strikes that occurred during fiscal 2023. While the labor strikes were resolved in the fourth quarter of fiscal 2023 with film production resuming thereafter, we expect the quantity of new film releases available for theatrical exhibition during fiscal 2024 to be negatively impacted by the prolonged shutdown of movie production resulting in several film release dates shifting to fiscal 2025. While lead times for movie production to theatrical release are lengthy, based upon projected film and alternate content availability, we currently estimate that we may once again show an increased number of films and alternate content events on our screens during fiscal 2025 compared to fiscal 2024, but we expect the number of wide-release films shown during fiscal 2024 to decrease compared to fiscal 2023.

Current wording

The quantity, quality, and mix of films available for theatrical exhibition, including wide-release films, was negatively impacted during fiscal 2024 by the shutdown of movie production resulting from the WGA and SAG-AFTRA labor strikes that occurred during fiscal 2023. While the labor strikes were resolved in the fourth quarter of fiscal 2023 with film production resuming thereafter, the quantity of new film releases available for theatrical exhibition during fiscal 2024 was negatively impacted by the prolonged shutdown of movie production during the first half of the year, as was the overall quality of the films released, as several film release dates for major motion pictures were shifted to fiscal 2025. While lead times for movie production to theatrical release are lengthy, based upon projected film and alternate content availability, we currently estimate that we may once again show an increased number of films and alternate content events on our screens during fiscal 2025 compared to fiscal 2024.

Previous wording

We ended the second quarter of fiscal 2024 with a total of 981 company-owned screens in 78 theatres, compared to 1,027 company-owned screens in 82 theatres at the end of the second quarter of fiscal 2023. We made decisions to close several underperforming theatres during fiscal 2023 and fiscal 2024, including one of our owned theatres in the first quarter of fiscal 2023, two owned theatres in the second quarter of fiscal 2023, two owned theatres and one leased theatre in the third quarter of fiscal 2023, and one leased theatre in the second quarter of fiscal 2024.

Current wording

We ended the third quarter of fiscal 2024 with a total of 981 company-owned screens in 78 theatres and 14 managed screens at one theatre, compared to 993 company-owned screens in 79 theatres at the end of the third quarter of fiscal 2023. We made decisions to close several underperforming theatres during fiscal 2023 and fiscal 2024, including one of our owned theatres in the first quarter of fiscal 2023, two owned theatres in the second quarter of fiscal 2023, two owned theatres and one leased theatre in the third quarter of fiscal 2023, and one leased theatre in the second quarter of fiscal 2024. During the third quarter of fiscal 2024, we added one theatre that we manage for the owner of a lifestyle shopping center.

Previous wording

The following table sets forth revenues, operating income and operating margin for our hotels and resorts division for the second quarter and first half of fiscal 2024 and fiscal 2023 (in millions, except for variance percentage and operating margin):

Current wording

The following table sets forth revenues, operating income and operating margin for our hotels and resorts division for the third quarter and first three quarters of fiscal 2024 and fiscal 2023 (in millions, except for variance percentage and operating margin):

Previous wording

Hotels and resorts revenues increased 6.3% and 4.6% during the second quarter and first half of fiscal 2024 compared to the second quarter and first half of fiscal 2023, respectively. Our hotels and resorts division operating income remained relatively flat during the second quarter and first half of fiscal 2024 compared to the second quarter and first half of fiscal 2023 primarily due to an increase in depreciation expense from hotel renovations placed in service during fiscal 2023, offsetting the incremental profit on higher revenues.

Current wording

Hotels and resorts revenues increased 8.1% and 6.0% during the third quarter and first three quarters of fiscal 2024 compared to the third quarter and first three quarters of fiscal 2023, respectively. Revenues were favorably impacted by approximately $3.3 million from the Republican National Convention (RNC) held in Milwaukee, Wisconsin during the third quarter of fiscal 2024. Our hotels and resorts division operating income increased $2.7 million and $2.5 million during the third quarter and first three quarters of fiscal 2024 compared to the third quarter and first three quarters of fiscal 2023, respectively, primarily due to an increase in revenue from the RNC during the third quarter of fiscal 2024, partially offset by an increase in depreciation expense from hotel renovations placed in service during fiscal 2023 and 2024.

Previous wording

The following table provides a further breakdown of the components of revenues for the hotels and resorts division for the second quarter and first half of fiscal 2024 and fiscal 2023 (in millions, except for variance percentage):

Current wording

The following table provides a further breakdown of the components of revenues for the hotels and resorts division for the third quarter and first three quarters of fiscal 2024 and fiscal 2023 (in millions, except for variance percentage):

Previous wording

The following table sets forth certain operating statistics for the second quarter and first half of fiscal 2024 and fiscal 2023, 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:

Current wording

The following table sets forth certain operating statistics for the third quarter and first three quarters of fiscal 2024 and fiscal 2023, 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:

Previous wording

RevPAR increased at five of our seven comparable company-owned properties during the second quarter of fiscal 2024 compared to the second quarter of fiscal 2023. Group demand continued to grow during the fiscal 2024 second quarter, with weekday occupancy growth due to increasing group business as a percentage of our overall business mix. During the second quarter of fiscal 2024, our group business represented approximately 44.6% of our total rooms revenue, compared to approximately 40.1% during the second quarter of fiscal 2023. An increase in group business as a percentage of our overall business mix generally increases overall occupancy while negatively impacting ADR. The increase in group business also favorably impacted food and beverage revenues during the second quarter of fiscal 2024 compared to the second quarter of fiscal 2023 due to an increase in banquets and catering. Non-group pricing decreased in some of our major markets during the second quarter of fiscal 2024, due to generally lower transient travel demand and due to a shift in pricing strategy as we optimized pricing to drive higher occupancy and overall RevPAR through lower daily rate offerings.

Current wording

RevPAR increased at four of our seven comparable company-owned properties during the third quarter of fiscal 2024 compared to the third quarter of fiscal 2023 driven primarily by the impact of high daily rates during the RNC during our fiscal 2024 third quarter. Excluding the impact of the RNC, average daily rates during the third quarter of fiscal 2024 were effectively flat compared to the third quarter of fiscal 2023. Group demand continued to grow during the fiscal 2024 third quarter, with weekday occupancy growth due to increased group business as a percentage of our overall business mix. During the third quarter of fiscal 2024, our group business represented approximately 47.3% of our total rooms revenue (43.1% excluding group business from the RNC), compared to approximately 40.7% during the third quarter of fiscal 2023. Excluding the positive impact of group business associated with the RNC, an increase in group business as a percentage of our overall business mix generally increases overall occupancy while negatively impacting ADR. Non-group pricing decreased in some of our major markets during the third quarter of fiscal 2024, due to generally lower transient leisure travel demand and due to a shift in pricing strategy as we optimized pricing to drive higher occupancy and overall RevPAR through lower daily rate offerings.

Previous wording

According to data received from Smith Travel Research and compiled by us in order to evaluate our fiscal 2024 second quarter and first half results, comparable “upper upscale” hotels—hotels identified as our industry— throughout the United States experienced an increase in RevPAR of 3.0% during our fiscal 2024 second quarter compared to the same period during fiscal 2023, leading us to believe we outperformed the industry during the fiscal 2024 second quarter by approximately 3.5 percentage points. During the first half of fiscal 2024 compared to the first half of fiscal 2023, comparable “upper upscale” hotels experienced an increase in RevPAR of 2.4%, leading us to believe we outperformed the industry during the first half of fiscal 2024 by 2.4 percentage points. We believe our outperformance during the second quarter and first half of fiscal 2024 results primarily from our strong performance in the group customer segment as well as improved revenue management and rate optimization resulting in higher occupancy growth compared to the rest of the industry.

Current wording

According to data received from Smith Travel Research and compiled by us in order to evaluate our fiscal 2024 third quarter and first three quarters results, comparable “upper upscale” hotels—hotels identified as our industry— throughout the United States experienced an increase in RevPAR of 1.4% during our fiscal 2024 third quarter compared to the same period during fiscal 2023, leading us to believe we outperformed the industry during the fiscal 2024 third quarter by approximately 8.4 percentage points. During the first three quarters of fiscal 2024 compared to the first three quarters of fiscal 2023, comparable “upper upscale” hotels experienced an increase in RevPAR of 2.1%, leading us to believe we outperformed the industry during the first three quarters of fiscal 2024 by 4.9 percentage points. We believe our outperformance during the third quarter and first three quarters of fiscal 2024 results primarily from our strong performance in the group customer segment, incremental revenue from the RNC, as well as improved revenue management and rate optimization resulting in higher occupancy growth compared to the rest of the industry.

Previous wording

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 an increase in RevPAR of 4.6% during our fiscal 2024 second quarter, again compared to the same period in fiscal 2023. Therefore, we outperformed our competitive sets during the second quarter of fiscal 2024 by approximately 1.9 percentage points. During the first half of fiscal 2024 compared to the first half of fiscal 2023, hotels in our competitive sets experienced an increase in RevPAR of 3.7%, indicating that we outperformed our competitive set hotels by approximately 1.1 percentage points. We again believe our outperformance to our competitive sets during the second quarter and first half of fiscal 2024 results primarily from our strong performance in the group customer segment as well as improved revenue management and rate optimization resulting in higher occupancy growth compared to the competitive sets.

Current wording

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 an increase in RevPAR of 12.4% during our fiscal 2024 third quarter, again compared to the same period in fiscal 2023. Therefore, we underperformed our competitive sets during the third quarter of fiscal 2024 by approximately 2.6 percentage points. During the first three quarters of fiscal 2024 compared to the first three quarters of fiscal 2023, hotels in our competitive sets experienced an increase in RevPAR of 7.6%, indicating that we underperformed our competitive set hotels by approximately 0.6 percentage points. We believe our underperformance to our competitive sets during the third quarter and first three quarters of fiscal 2024 results from our mix of RNC business and airline crew business compared to our competitive sets, as well as new hotel room supply within one of our markets.

Previous wording

Looking to future periods, overall occupancy in the U.S. is expected to continue to slowly increase. In the near term, we expect leisure travel demand to normalize and we expect our group business to remain strong. 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. We expect gradual increases in business travel as corporate training events, meetings, and conferences return and office occupancy increases. As of the date of this report, our group room revenue bookings for the remainder of fiscal 2024 - commonly referred to in the hotels and resorts industry as “group pace” - is running approximately 11% ahead of where we were at the same time last year, excluding bookings related to the July 2024 Republican National Convention in Milwaukee. Group room revenue bookings for fiscal 2025 is running over 36% ahead of where we were at the same time in fiscal 2023 for fiscal 2024. Banquet and catering revenue pace for fiscal 2024 and fiscal 2025 is similarly running ahead of where we were at this same time last year, excluding bookings related to the

Current wording

Looking to future periods, overall occupancy in the U.S. is expected to continue to slowly increase. In the near term, we expect leisure travel demand to continue to normalize to long-term historical demand levels, and we expect our group business to remain strong. 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. We expect gradual increases in business travel as corporate training events, meetings, and conferences return and office occupancy increases. As of the date of this report, our group room revenue bookings for the remainder of fiscal 2024 - commonly referred to in the hotels and resorts industry as “group pace” - is running approximately 11% ahead of where we were at the same time last year. Group room revenue bookings for fiscal 2025 is running over 30% ahead of where we were at the same time in fiscal 2023 for fiscal 2024, excluding bookings related to the July 2024 RNC. Banquet and catering revenue pace for fiscal 2024 and fiscal 2025 is similarly running ahead of where we were at this same time last year, excluding bookings related to the July 2024 Republican National Convention in Milwaukee. We are encouraged by continuing positive trends in group bookings for the remainder of fiscal 2024, fiscal 2025 and beyond.

Previous wording

The following table sets forth Adjusted EBITDA by reportable operating segment for the second quarter and first half of fiscal 2024 and fiscal 2023 (in millions, except for variance percentage):

Current wording

The following table sets forth Adjusted EBITDA by reportable operating segment for the third quarter and first three quarters of fiscal 2024 and fiscal 2023 (in millions, except for variance percentage):

Previous wording

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

Current wording

(2)Non-cash impairment charges related to one permanently closed theatre location in the second quarter of fiscal 2024 and one permanently closed theatre location in fiscal 2023.

Previous wording

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

Current wording

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

Previous wording

(5)Debt conversion expense resulting from repurchases of $86.4 million aggregate principal amount of Convertible Notes. See Convertible Senior Notes Repurchasesin the “Liquidity and Capital Resources” section of this MD&A for further discussion.

Current wording

(5)Debt conversion expense resulting from repurchases of $99.9 million aggregate principal amount of Convertible Notes. See Convertible Senior Notes Repurchasesin the “Liquidity and Capital Resources” section of this MD&A for further discussion.

Previous wording

Maintaining and protecting a strong balance sheet has always been a core value of The Marcus Corporation during our 88-year history and our financial position remains strong. As of June 27, 2024, we had a cash balance of approximately $32.8 million, $175.2 million of availability under our $225 million revolving credit facility, our debt-to-capitalization ratio was 0.28, and our net leverage ratio was 1.85x 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.

Current wording

Maintaining and protecting a strong balance sheet has always been a core value of The Marcus Corporation during our 89-year history and our financial position remains strong. As of September 26, 2024, we had a cash balance of approximately $28.4 million, $220.2 million of availability under our $225 million revolving credit facility, our debt-to-capitalization ratio was 0.27, and our net leverage ratio was 1.67x 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.

Previous wording

Net cash provided by operating activities totaled $20.9 million during the first half of fiscal 2024, compared to net cash provided by operating activities of $47.3 million during the first half of fiscal 2023. The $26.4 million decrease in net cash used in operating activities was primarily due to a $36.1 million decrease in net earnings, a $1.3 million increase in cash matching contributions to our retirement savings and profit-sharing plan, a decrease in deferred income tax benefits and unfavorable changes in working capital, partially offset by a $13.9 million non-cash debt conversion expense and an increase in non-cash share-based compensation expense.

Current wording

Net cash provided by operating activities totaled $51.4 million during the first three quarters of fiscal 2024, compared to net cash provided by operating activities of $68.6 million during the first three quarters of fiscal 2023. The $17.3 million decrease in net cash used in operating activities was primarily due to a $25.0 million decrease in net earnings, a $1.3 million increase in cash matching contributions to our retirement savings and profit-sharing plan, a decrease in deferred income tax benefits and unfavorable changes in working capital, partially offset by a $15.3 million non-cash debt conversion expense and an increase in non-cash share-based compensation expense.

Previous wording

Net cash used in investing activities during the first half of fiscal 2024 totaled $40.6 million, compared to net cash used in investing activities of $16.6 million during the first half of fiscal 2023. The increase in net cash used in investing activities of $24.0 million was the result of an increase of $19.4 million in capital expenditures, a $5.6 million purchase of joint venture interests in The Lofton Hotel, and an increase in cash used in the purchase of trading securities and other investing activities, partially offset by a $1.5 million sale of joint venture interests in The Lofton Hotel to other minority investors. Total cash capital expenditures (including normal continuing capital maintenance and renovation projects) totaled $35.3 million during the first half of fiscal 2024 compared to $15.9 million during the first half of fiscal 2023.

Current wording

Net cash used in investing activities during the first three quarters of fiscal 2024 totaled $58.4 million, compared to net cash used in investing activities of $26.9 million during the first three quarters of fiscal 2023. The increase in net cash used in investing activities of $31.5 million was the result of an increase of $27.9 million in capital expenditures, and a $5.6 million purchase of joint venture interests in The Lofton Hotel, partially offset by a $1.5 million sale of joint venture interests in The Lofton Hotel to other minority investors. Total cash capital expenditures (including normal continuing capital maintenance and renovation projects) totaled $53.8 million during the first three quarters of fiscal 2024 compared to $25.8 million during the first three quarters of fiscal 2023.

Previous wording

Fiscal 2024 first half cash capital expenditures included approximately $6.5 million incurred in our theatre division, primarily related to normal maintenance capital projects. We also incurred capital expenditures in our hotels and resorts division during the first half of fiscal 2024 of approximately $27.0 million, including costs related to guest room renovations at The Pfister Hotel, meeting space renovations at the Grand Geneva Resort and Spa and normal maintenance capital projects.

Current wording

Fiscal 2024 first three quarters cash capital expenditures included approximately $11.4 million incurred in our theatre division, primarily related to normal maintenance capital projects. We incurred capital expenditures in our hotels and resorts division during the first three quarters of fiscal 2024 of approximately $36.6 million, including costs related to guest room renovations at The Pfister Hotel, associate housing construction and meeting space renovations at the Grand Geneva Resort and Spa and normal maintenance capital projects. We incurred corporate capital expenditures during the first three quarters of fiscal 2024 of approximately $5.8 million primarily related to office construction for the relocation of our corporate and divisional headquarters (a portion of which will be reimbursed by the landlord in a future period).

Previous wording

Net cash used in financing activities during the first half of fiscal 2024 totaled $2.3 million compared to net cash used in financing activities of $6.3 million during the first half of fiscal 2023. During the first half of fiscal 2024, 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 $81.0 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 half of fiscal 2024 (net $45.0 million increase in borrowings on our credit facility). We ended the second quarter of fiscal 2024 with $45.0 million outstanding borrowings under our revolving credit facility. During the first half of fiscal 2023, 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 $38.0 million of new short-term revolving credit facility borrowings, and we made $38.0 million of repayments on short-term revolving credit facility borrowings during the first half of fiscal 2023 (net zero borrowings on our credit facility).

Current wording

Net cash used in financing activities during the first three quarters of fiscal 2024 totaled $19.8 million compared to net cash used in financing activities of $26.2 million during the first three quarters of fiscal 2023. During the first three quarters of fiscal 2024, 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 $81.0 million of new short-term revolving credit facility borrowings, and we made $81.0 million of repayments on short-term revolving credit facility borrowings during the first three quarters of fiscal 2024 (net zero borrowings on our credit facility). We ended the third quarter of fiscal 2024 with no outstanding borrowings under our revolving credit facility.

Previous wording

Principal payments on long-term debt were approximately $0.7 million during the first half of fiscal 2024 compared to payments of $0.8 million during the first half of fiscal 2023.

Current wording

Principal payments on long-term debt were approximately $11.0 million during the first three quarters of fiscal 2024 compared to payments of $11.1 million during the first three quarters of fiscal 2023.

Previous wording

During the first half of fiscal 2024 we paid $46.5 million in cash for the Convertible Notes Repurchases (as defined below) and related transaction costs, with no repurchases in fiscal 2023. We received $5.8 million in cash from the proportionate unwind of the Capped Call Transactions in connection with the Convertible Notes Repurchases during the first half of fiscal 2024. See Convertible Senior Notes Repurchasesfor further discussion below.

Current wording

During the first three quarters of fiscal 2024 we paid $102.5 million in cash for the Convertible Notes Repurchases (as defined below) and related transaction costs, with no repurchases in fiscal 2023. We received $13.2 million in cash from the proportionate unwind of the Capped Call Transactions in connection with the Convertible Notes Repurchases during the first three quarters of fiscal 2024. See Convertible Senior Notes Repurchasesfor further discussion below.

Previous wording

Our debt-to-capitalization ratio (excluding our finance and operating lease obligations) was 0.28 at June 27, 2024, compared to 0.26 at December 28, 2023.

Current wording

Our debt-to-capitalization ratio (excluding our finance and operating lease obligations) was 0.27 at September 26, 2024, compared to 0.26 at December 28, 2023.