QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
o
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 incorporation or organization)
(I.R.S. Employer Identification No.)
111 East Kilbourn Avenue, Suite 1200
Milwaukee, Wisconsin
53202-6628
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (414) 905-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $1.00 par value
MCS
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days.
Yes
o
No
x
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
x
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check One).
Large accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o
Smaller reporting company
o
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
o
No
x
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 OCTOBER 26, 2026 – 24,107,012
CLASS B COMMON STOCK OUTSTANDING AT OCTOBER 26, 2026 –6,984,584
Common Stock, $1 par; authorized 50,000,000 shares; issued 25,369,054 shares at September 30, 2026 and 25,369,054 shares at December 31, 2025
25,369
25,369
Class B Common Stock, $1 par; authorized 33,000,000 shares; issued and outstanding 6,984,584 shares at September 30, 2026 and 6,984,584 shares at December 31, 2025
6,985
6,985
Capital in excess of par
188,877
184,002
Retained earnings
280,251
268,561
Accumulated other comprehensive loss
(21)
(12)
501,461
484,905
Less cost of Common Stock in treasury (1,262,906 shares at September 30, 2026 and 1,713,780 shares at December 31, 2025)
(21,042)
(27,527)
Total shareholders’ equity
480,419
457,378
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
1,023,656
$
1,014,532
See accompanying condensed notes to consolidated financial statements.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026
(in thousands, except share and per share data)
1. General
Basis of Presentation - The unaudited consolidated financial statements for the three and nine months ended September 30, 2026and September 30, 2025 have been prepared by the Company. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary to present fairly the unaudited interim financial information at September 30, 2026, and for all periods presented, have been made. The results of operations during the interim periods are not necessarily indicative of the results of operations for the entire year or other interim periods. However, the unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Beginning on December 27, 2024, the Company’s fiscal year changed from a 52- or 53-week fiscal year ending on the last Thursday in December of each year to a fiscal year ending on December 31 of each year. Accordingly, effective for its fiscal year ended December 31, 2025 and thereafter, the Company’s quarterly results are for three month periods ending March 31, June 30, September 30 and December 31 of each year. In this quarterly report, the nine months ended September 30, 2025 refers to the period December 27, 2024 through September 30, 2025.
Accounting Policies - Refer to the Company’s audited consolidated financial statements (including footnotes) for the fiscal year ended December 31, 2025, contained in the Company’s Annual Report on Form 10-K for such year, for a description of the Company’s accounting policies.
Depreciation and Amortization - Depreciation and amortization of property and equipment are provided using the straight-line method over the shorter of the estimated useful lives of the assets or any related lease terms. Depreciation expense totaled $17,009and $51,951, respectively, for the three and nine months endedSeptember 30, 2026, and $16,828and $52,256, respectively,for the three and nine months ended September 30, 2025.
Assets Held for Sale – Long-lived assets that are expected to be sold within the next 12 months and meet the other relevant held-for-sale criteria are classified as assets held for sale and included within current assets on the consolidated balance sheet. Assets held for sale are measured at the lower of their carrying value or their fair value less costs to sell the asset.
Long-Lived Assets – The Company periodically considers whether indicators of impairment of long-lived assets held for use are present. This includes quantitative and qualitative factors, including evaluating the historical actual operating performance of the long-lived assets and assessing the potential impact of recent events and transactions impacting the long-lived assets. If such indicators are present, the Company determines if the long-lived assets are recoverable by assessing whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying amounts. If the long-lived assets are not recoverable, the Company recognizes any impairment losses based on the excess of the carrying amount of the assets over their fair value.
During the three months ended September 30, 2026, the Company determined that indicators of impairment were present at one theatre asset group. As such, the Company evaluated the fair value of these assets, consisting primarily of land, building and furniture, fixtures and equipment, and determined that the fair value, measured using Level 3 pricing inputs (using estimated discounted cash flows over the life of the primary asset, including estimated sales proceeds) was less than their carrying values and recorded a $183 impairment loss, reducing certain property and equipment assets. The remaining net book value of the impaired assets as of the date of the asset write-down, September 30, 2026, was $1,313. There were no indicators of impairment identified during the three or nine months ended September 30, 2025.
Goodwill – The Company reviews goodwill for impairment annually or more frequently if certain indicators arise. The Company performs its annual impairment test on the first day of the fiscal fourth quarter. There were no indicators of impairment identified during the nine months ended September 30, 2026 or September 30, 2025.
Earnings (Loss) Per Share - Net earnings (loss) per share (EPS) of Common Stock and Class B Common Stock is computed using the two class method. Basic net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding. Diluted net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding, adjusted for the effect of dilutive stock options, restricted stock units, and performance stock units using the if-converted method. Convertible Class B Common Stock is reflected on an if-converted basis when dilutive to Common Stock. The computation of the diluted net earnings (loss) per share of Common Stock assumes the conversion of Class B Common Stock in periods that have net earnings since it would be dilutive to Common Stock earnings per share, while the diluted net earnings (loss) per share of Class B Common Stock does not assume the conversion of those shares.
Holders of Common Stock are entitled to cash dividends per share equal to 110% of all dividends declared and paid on each share of Class B Common Stock. As such, the undistributed earnings (losses) for each period are allocated based on the proportionate share of entitled cash dividends.
The following table illustrates the computation of Common Stock basic and diluted net earnings (loss) per share, provides a reconciliation of the number of weighted-average basic and diluted shares outstanding, when applicable, and provides the weighted-average number of anti-dilutive shares excluded from the computation of diluted weighted-average shares outstanding:
Three Months Ended
Nine Months Ended
September 30, 2026
September 30, 2025
September 30, 2026
September 30, 2025
Net earnings per share - basic:
Common Stock
$
0.62
$
0.53
$
0.64
$
0.22
Class B Common Stock
$
0.56
$
0.49
$
0.58
$
0.20
Net earnings per share - diluted:
Common Stock
$
0.60
$
0.52
$
0.62
$
0.21
Class B Common Stock
$
0.55
$
0.49
$
0.57
$
0.20
Numerator:
Net earnings
$
18,758
$
16,230
$
19,249
$
6,735
Denominator (in thousands):
Denominator for basic EPS
30,985
31,056
30,801
31,322
Effect of dilutive employee stock options
415
39
242
53
Effect of restricted stock units
104
80
100
74
Diluted weighted-average shares outstanding
31,504
31,175
31,143
31,449
Weighted-average number of anti-dilutive shares excluded from denominator (in thousands):
Employee stock options
750
2,084
1,227
1,641
Restricted stock units
—
—
—
—
Performance stock units
371
237
353
221
Total
1,121
2,321
1,580
1,862
For the periods when the Company reports a net loss, common stock equivalents, restricted stock units, and performance stock units are excluded from the computation of diluted loss per share as their inclusion would have an anti-dilutive effect. Performance stock units are considered anti-dilutive if the performance targets upon which the issuance of the shares are
contingent have not been achieved and the respective performance period has not been completed as of the end of the current period.
Shareholders’ Equity - Activity impacting total shareholders’ equity for the nine months ended September 30, 2026 and September 30, 2025 was as follows:
Common Stock
Class B Common Stock
Capital in Excess of Par
Retained Earnings
Accumulated Other Comprehensive Loss
Treasury Stock
Total Shareholders’ Equity
BALANCES AT DECEMBER 31, 2025
$
25,369
$
6,985
$
184,002
$
268,561
$
(12)
$
(27,527)
$
457,378
Cash dividends:
$0.073 per share Class B Common Stock
—
—
—
(510)
—
—
(510)
$0.08 per share Common Stock
—
—
—
(1,900)
—
—
(1,900)
Exercise of stock options
—
—
—
—
—
45
45
Purchase of treasury stock
—
—
—
—
—
(2,331)
(2,331)
Reissuance of treasury stock
—
—
(313)
—
—
330
17
Issuance of non-vested stock
—
—
(2,429)
—
—
2,429
—
Share-based compensation
—
—
3,824
—
—
—
3,824
Comprehensive loss
—
—
—
(15,353)
(3)
—
(15,356)
BALANCES AT MARCH 31, 2026
25,369
6,985
185,084
250,798
(15)
(27,054)
441,167
Cash dividends:
$0.073 per share Class B Common Stock
—
—
—
(510)
—
—
(510)
$0.08 per share Common Stock
—
—
—
(1,899)
—
—
(1,899)
Exercise of stock options
—
—
(274)
—
—
3,014
2,740
Purchase of treasury stock
—
—
—
—
—
(2,097)
(2,097)
Reissuance of treasury stock
—
—
(13)
—
—
29
16
Issuance of non-vested stock
—
—
(282)
—
—
282
—
Shared-based compensation
—
—
1,626
—
—
—
1,626
Comprehensive income (loss)
—
—
—
15,844
(3)
—
15,841
BALANCES AT JUNE 30, 2026
25,369
6,985
186,141
264,233
(18)
(25,826)
456,884
Cash dividends:
$0.082 per share Class B Common Stock
—
—
—
(572)
—
—
(572)
$0.09 per share Common Stock
—
—
—
(2,168)
—
—
(2,168)
Exercise of stock options
—
—
1,411
—
—
7,776
9,187
Purchase of treasury stock
—
—
—
—
—
(3,241)
(3,241)
Reissuance of treasury stock
—
—
5
—
—
13
18
Issuance of non-vested stock
—
—
(236)
—
—
236
—
Shared-based compensation
—
—
1,556
—
—
—
1,556
Comprehensive income
—
—
—
18,758
(3)
—
18,755
BALANCES AT SEPTEMBER 30, 2026
$
25,369
$
6,985
$
188,877
$
280,251
$
(21)
$
(21,042)
$
480,419
Common Stock
Class B Common Stock
Capital in Excess of Par
Retained Earnings
Accumulated Other Comprehensive Loss
Treasury Stock
Total Shareholders’ Equity
BALANCES AT DECEMBER 26, 2024
$
25,237
$
6,985
$
177,172
$
265,028
$
(181)
$
(9,375)
$
464,866
Cash dividends:
$0.064 per share Class B Common Stock
—
—
—
(447)
—
—
(447)
$0.07 per share Common Stock
—
—
—
(1,733)
—
—
(1,733)
Exercise of stock options
—
—
1
—
—
7
8
Purchase of treasury stock
—
—
—
—
—
(7,642)
(7,642)
Reissuance of treasury stock
—
—
1
—
—
13
14
Issuance of non-vested stock
132
—
(208)
—
—
76
—
Share-based compensation
—
—
3,545
—
—
—
3,545
Comprehensive loss
—
—
—
(16,816)
(4)
—
(16,820)
BALANCES AT MARCH 31, 2025
25,369
6,985
180,511
246,032
(185)
(16,921)
441,791
Cash dividends:
$0.064 per share Class B Common Stock
—
—
—
(447)
—
—
(447)
$0.07 per share Common Stock
—
—
—
(1,702)
—
—
(1,702)
Exercise of stock options
—
—
—
—
—
2
2
Purchase of treasury stock
—
—
—
—
—
—
—
Reissuance of treasury stock
—
—
1
—
—
15
16
Issuance of non-vested stock
—
—
(265)
—
—
265
—
Shared-based compensation
—
—
1,441
—
—
—
1,441
Comprehensive income (loss)
—
—
—
7,321
(4)
—
7,317
BALANCES AT JUNE 30, 2025
25,369
6,985
181,688
251,204
(189)
(16,639)
448,418
Cash dividends:
$0.073 per share Class B Common Stock
—
—
—
(510)
—
—
(510)
$0.08 per share Common Stock
—
—
—
(1,918)
—
—
(1,918)
Exercise of stock options
—
—
(2)
—
—
6
4
Purchase of treasury stock
—
—
—
—
—
(9,127)
(9,127)
Reissuance of treasury stock
—
—
2
—
—
18
20
Issuance of non-vested stock
—
—
(93)
—
—
93
—
Shared-based compensation
—
—
1,230
—
—
—
1,230
Comprehensive income (loss)
—
—
—
16,230
(5)
—
16,225
BALANCES AT SEPTEMBER 30, 2025
$
25,369
$
6,985
$
182,825
$
265,006
$
(194)
$
(25,649)
$
454,342
Accumulated Other Comprehensive Loss – Accumulated other comprehensive loss presented in the accompanying consolidated balance sheets consists of the following, all presented net of tax:
September 30, 2026
December 31, 2025
Net unrecognized actuarial loss for pension obligation
$
(21)
$
(12)
$
(21)
$
(12)
Fair Value Measurements - Certain financial assets and liabilities are recorded at fair value in the consolidated financial statements. Some are measured on a recurring basis while others are measured on a non-recurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. A fair value measurement assumes that a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.
The Company’s assets and liabilities measured at fair value are classified in one of the following categories:
Level 1 - Assets or liabilities for which fair value is based on quoted prices in active markets for identical instruments as of the reporting date. At September 30, 2026 and December 31, 2025, the Company had $44,000 and $10,000, respectively, of investments in money market funds which were valued using Level 1 pricing inputs and were included in cash and cash equivalents.
Level 2 - Assets or liabilities for which fair value is based on pricing inputs that were either directly or indirectly observable as of the reporting date. At each of September 30, 2026 and December 31, 2025, none of the Company’s recorded assets or liabilities were measured using Level 2 pricing inputs.
Level 3 - Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates. At each of September 30, 2026 and December 31, 2025, none of the Company’s recorded assets or liabilities that are measured on a recurring basis at fair market value were valued using Level 3 pricing inputs. Assets that are measured on a non-recurring basis are discussed above under Long-Lived Assets.
The carrying value of the Company’s financial instruments (including cash and cash equivalents, restricted cash, accounts receivable and accounts payable) approximates fair value. The fair value of the Company’s $150,000 of senior notes, valued using Level 2 pricing inputs, is approximately $147,684 at September 30, 2026, determined based upon discounted cash flows using current market interest rates for financial instruments with a similar average remaining life. The carrying amounts of the Company’s remaining long-term debt approximate their fair values, determined using current rates for similar instruments, or Level 2 pricing inputs.
Defined Benefit Plan - The components of the net periodic pension cost of the Company’s unfunded nonqualified, defined-benefit plan are as follows:
Three Months Ended
Nine Months Ended
September 30, 2026
September 30, 2025
September 30, 2026
September 30, 2025
Service cost
$
54
$
51
$
163
$
151
Interest cost
466
463
1,400
1,390
Net amortization of prior service cost and actuarial loss
(4)
(6)
(12)
(17)
Net periodic pension cost
$
516
$
508
$
1,551
$
1,524
Service cost is included in Administrative expense while all other components are recorded within Other expense outside of operating income in the consolidated statements of operations.
Revenue Recognition – The disaggregation of revenues by business segment for the three and nine months ended September 30, 2026 is as follows:
Three months ended September 30, 2026
Theatres
Hotels/Resorts
Corporate
Total
Theatre admissions
$
70,120
$
—
$
—
$
70,120
Rooms
—
40,692
—
40,692
Theatre concessions
61,922
—
—
61,922
Food and beverage
—
23,810
—
23,810
Other revenues(1)
11,925
17,461
76
29,462
Revenue before cost reimbursements
143,967
81,963
76
226,006
Cost reimbursements
1,044
10,704
—
11,748
Total revenues
$
145,011
$
92,667
$
76
$
237,754
Nine Months Ended September 30, 2026
Theatres
Hotels/Resorts
Corporate
Total
Theatre admissions
$
187,502
$
—
$
—
$
187,502
Rooms
—
94,860
—
94,860
Theatre concessions
166,751
—
—
166,751
Food and beverage
—
63,779
—
63,779
Other revenues(1)
31,774
45,795
261
77,830
Revenue before cost reimbursements
386,027
204,434
261
590,722
Cost reimbursements
2,560
30,620
—
33,180
Total revenues
$
388,587
$
235,054
$
261
$
623,902
(1)Included in other revenues is an immaterial amount related to rental income that is not considered revenue from contracts with customers.
The disaggregation of revenues by business segment for the three and nine months ended September 30, 2025 is as follows:
Three Months Ended September 30, 2025
Theatres
Hotels/Resorts
Corporate
Total
Theatre admissions
$
57,714
$
—
$
—
$
57,714
Rooms
—
39,875
—
39,875
Theatre concessions
51,244
—
—
51,244
Food and beverage
—
24,137
—
24,137
Other revenues(1)
10,145
16,320
81
26,546
Revenue before cost reimbursements
119,103
80,332
81
199,516
Cost reimbursements
838
9,797
—
10,635
Total revenues
$
119,941
$
90,129
$
81
$
210,151
Nine Months Ended September 30, 2025
Theatres
Hotels/Resorts
Corporate
Total
Theatre admissions
$
160,993
$
—
$
—
$
160,993
Rooms
—
88,782
—
88,782
Theatre concessions
146,855
—
—
146,855
Food and beverage
—
63,257
—
63,257
Other revenues(1)
28,781
45,150
279
74,210
Revenue before cost reimbursements
336,629
197,189
279
534,097
Cost reimbursements
2,319
28,544
—
30,863
Total revenues
$
338,948
$
225,733
$
279
$
564,960
(1)Included in other revenues is an immaterial amount related to rental income that is not considered revenue from contracts with customers.
The Company had deferred revenue from contracts with customers of $42,886 and $39,475 as of September 30, 2026 and December 31, 2025, respectively. The Company had no contract assets as of September 30, 2026 and December 31, 2025. During the nine months ended September 30, 2026, the Company recognized revenue of $18,304 that was included in deferred revenues as of December 31, 2025. During the nine months ended September 30, 2025, the Company recognized revenue of $16,504 that was included in deferred revenues as of December 26, 2024. The majority of the Company’s deferred revenue relates to non-redeemed gift cards, advanced sales and the Company’s loyalty program.
As of September 30, 2026, the amount of transaction price allocated to the remaining performance obligations under the Company’s advanced ticket sales was $1,667 and is reflected in the Company’s consolidated balance sheet as part of deferred revenues, which is included in other accrued liabilities. As of September 30, 2026, the amount of transaction price allocated to the remaining performance obligations related to the amount of Theatres non-redeemed gift cards was $11,375 and is reflected in the Company’s consolidated balance sheet as part of deferred revenues. The Company recognizes revenue as the tickets and gift cards are redeemed, which is expected to occur within two years of issuance.
As of September 30, 2026, the amount of transaction price allocated to the remaining performance obligations related to the amount of Hotels and Resorts non-redeemed gift cards was $4,381 and is reflected in the Company’s consolidated balance sheet as part of deferred revenues. The Company recognizes revenue as the gift cards are redeemed, which is expected to occur within the next two years.
The majority of the Company’s revenue is recognized in less than one year from the original contract.
Recent Accounting Pronouncements - On November 4, 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires disaggregated disclosure of income statement expenses for public business entities. ASU No. 2024-03 does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.ASU No. 2024-03 is effective for the Company in fiscal 2027. The Company is evaluating the effect the guidance will have on its consolidated financial statement disclosures.
On September 18, 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal use Software (Subtopic 350-50): Targeted Improvements to the Accounting for Internal-Use Software (ASU No. 2025-06), which simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU No. 2025-06 also supersedes the current website development costs guidance and incorporates the recognition requirements for website-specific development costs from ASC 350-50 into ASC 350-40. ASU 2025-06 is effective for the Company in fiscal 2028. The Company is evaluating the effect the guidance will have on its consolidated financial statements.
On December 4, 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes recognition, measurement, and presentation guidance for government grants received by business entities. Under the new guidance, government grants are recognized when there is reasonable assurance that the Company will comply with the conditions of the grant and that the grant will be received. Grants related to income are presented either as other income or as a reduction of the related expense, while grants related to assets are recorded either as deferred income or as a reduction of the carrying amount of the related asset. The guidance in this ASU is effective for fiscal years beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. If a business entity adopts the amendments in this ASU in an interim reporting period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. The Company elected to early adopt this guidance in fiscal 2026, applying a modified prospective approach. The Company has elected to recognize the government grant utilizing the deferred income approach. The adoption did not have a material impact on the Company's condensed consolidated financial statements.
2. Long-Term Debt
Long-term debt is summarized as follows:
September 30, 2026
December 31, 2025
Senior notes
$
150,000
$
150,000
Revolving credit agreement
—
10,000
Total debt
150,000
160,000
Debt issuance costs
(830)
(993)
Total debt, net of debt issuance costs
149,170
159,007
Long-term debt
$
149,170
$
159,007
Credit Agreement
As of September 30, 2026, the Company has a Credit Agreement that provides for a revolving credit facility that matures on October 16, 2028 with an initial maximum aggregate amount of availability of $225,000. At September 30, 2026, there were no borrowings outstanding on the revolving credit facility, which when borrowed, bear interest at the secured overnight financing rate (SOFR) plus a margin (as discussed further below), approximately 5.55% at September 30, 2026.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026
(in thousands, except share and per share data)
Availability under the $225,000 revolving credit facility was $219,286 as of September 30, 2026 after taking into consideration outstanding letters of credit that reduce revolver availability.
Borrowings under the Credit Agreement bear interest at a variable rate equal to (i) the term SOFR, plus a credit spread adjustment of 0.10%, subject to a 0% floor, plus a specified margin based upon the Company’s net leverage ratio as of the most recent determination date, or (ii) the alternate base rate (“ABR”) (which is the highest of (a) the prime rate, (b) the greater of the federal funds rate and the overnight bank funding rate plus 0.50% or (c) the sum of 1% plus one-month SOFR plus a credit spread adjustment of 0.10%), subject to a 1% floor, plus a specified margin based upon the Company’s net leverage ratio as of the most recent determination date. The revolving credit facility also requires an annual facility fee equal to 0.175% to 0.275% of the total revolving commitments depending on the Company’s consolidated net leverage ratio.
The Credit Agreement includes, among other restrictions and covenants applicable to the Company, a requirement that the Company’s consolidated net leverage ratio not exceed 3.50:1.00, provided that, with some limitations, such ratio may be increased to 4.00:1.00 for the full fiscal quarter in which a material acquisition (in which aggregate consideration equals or exceeds $30,000) is consummated and the three fiscal quarters immediately thereafter, and a requirement that the Company’s interest coverage ratio at the end of any fiscal quarter not be less than 3.00:1.00.
In connection with the Credit Agreement: (i) the Company has pledged, subject to certain exceptions, security interests and liens in and on (a) substantially all of its respective personal property assets and (b) certain of its respective real property assets, in each case, to secure the Credit Agreement and related obligations; and (ii) certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the Credit Agreement.
The Credit Agreement contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then, among other things, the lenders may declare any outstanding obligations under the Credit Agreement to be immediately due and payable and exercise rights and remedies against the pledged collateral.
Note Purchase Agreements
As of September 30, 2026, the Company’s $150,000 of senior notes consisted of one Note Purchase Agreement and one Master Note Purchase Agreement (collectively the “Senior Notes Agreements”) maturing in 2027 through 2034, which require annual principal payments in varying installments and bear interest payable semi-annually at fixed rates ranging from 4.32% to 7.02%. The weighted average fixed rate of the $150,000 senior notes was 6.07% as of September 30, 2026.
As of September 30, 2026, $62,000 of senior notes are due within the next 12 months. As of September 30, 2026, in accordance with Accounting Standards Codification (“ASC”) 470 Debt, our intent to refinance such debt on a long-term basis and our ability to refinance the obligation through the then-available capacity of the Credit Agreement resulted in the senior notes due within the next 12 months being classified as long-term debt.
3. Leases
The Company determines if an arrangement is a lease at inception. The Company evaluates each lease for classification as either a finance lease or an operating lease according to ASC 842, Leases. The Company performs this evaluation at the inception of the lease and when a modification is made to a lease. The Company leases real estate and equipment with lease terms of one year to 45 years, some of which include options to extend and/or terminate the lease.
The majority of the Company’s lease agreements include fixed rental payments. For those leases with variable payments based on increases in an index subsequent to lease commencement, such payments are recognized as variable lease expense as they occur. Variable lease payments that do not depend on an index or rate, including those that depend on the Company’s performance or use of the underlying asset, are also expensed as incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026
(in thousands, except share and per share data)
Remaining lease terms and discount rates are as follows:
Lease Term and Discount Rate
September 30, 2026
December 31, 2025
Weighted-average remaining lease terms:
Finance leases
5 years
5 years
Operating leases
10 years
10 years
Weighted-average discount rates:
Finance leases
4.78
%
4.76
%
Operating leases
4.87
%
4.80
%
Deferred rent payments of approximately $365 for the Company’s operating leases have been included in the total operating lease obligations as of September 30, 2026, none of which is included in long-term operating lease obligations.
4. Share-Based Compensation
During the nine months ended September 30, 2026, the Company granted restricted stock, restricted stock units (RSUs) and performance stock units (PSUs) to certain executives and associates. A summary of the Company’s stock option, restricted stock, RSU and PSU activity follows, with PSUs reflected at the target achievement percentage until the completion of the performance period (shares in thousands).
Stock Options
Restricted Stock & RSUs
PSUs
Options
Weighted-Average Exercise Price
Shares / Units
Weighted-Average Fair Value
Units
Weighted-Average Fair Value
December 31, 2025
2,709
$
23.38
825
$
15.85
233
$
17.80
Granted
—
—
256
16.20
154
16.27
Exercised (1)
(574)
20.85
—
—
—
—
Vested (2)
—
—
(194)
15.88
—
—
Forfeited
(93)
19.01
(3)
19.16
(17)
17.69
September 30, 2026
2,042
$
24.30
884
$
16.66
370
$
17.17
(1)Exercise activity only applicable to stock options.
(2)Vesting activity not applicable to stock options.
Share-based compensation expense was $1,556 and$7,006, respectively, during the three and nine months ended September 30, 2026, and $1,230 and $6,216, respectively, during the three and nine months ended September 30, 2025. As of September 30, 2026, total unrecognized share-based compensation expense related to stock options was $219, which will be amortized to expense over the weighted-average remaining life of 0.5 years. As of September 30, 2026, total unrecognized share-based compensation expense related to non-vested restricted stock, RSUs and PSUs was $6,325, which will be amortized over the weighted-average remaining service period of 1.8 years.
Shareholders of The Marcus Corporation approved the adoption of the Marcus Corporation Omnibus Incentive Plan effective May 7, 2025 and authorized 2,000,000 shares available for issuance under the plan. At September 30, 2026, there were 1,618,382 shares available for grants of various equity awards under the plan.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026
(in thousands, except share and per share data)
5. Income Taxes
The Company’s effective income tax rate for the three and nine months ended September 30, 2026 was 32.7% and33.3%, respectively, and was 32.9% and 33.2% for the three and nine months ended September 30, 2025. The effective income tax rates in both the three and nine months ended September 30, 2026 were negatively impacted by excess compensation subject to deduction limitations.
6. Business Segment Information
The Company’s primary operations are reported in the following two business segments: movie theatres and hotels and resorts. The Marcus Corporation’s chief operating decision maker (CODM) is the Company’s Chief Executive Officer. The measure of segment profit and loss the CODM uses to evaluate performance is operating income of each segment. The CODM uses this measure to evaluate trends and assess segment operating performance as compared to budget, historical periods, the industries each segment operates in and their competition in order to determine how to allocate resources to each segment. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026
(in thousands, except share and per share data)
Nine Months Ended September 30, 2026
Nine Months Ended September 30, 2025
Theatres
Hotels/Resorts
Total
Theatres
Hotels/Resorts
Total
Total Revenues
$
388,587
$
235,054
$
623,641
$
338,948
$
225,733
$
564,681
Less: Costs and expenses
Theatre operations
190,973
—
190,973
173,169
—
173,169
Rooms
—
34,529
34,529
—
33,094
33,094
Theatre concessions
67,834
—
67,834
61,750
—
61,750
Food and beverage
—
49,248
49,248
—
47,565
47,565
Advertising and marketing
4,276
14,675
18,951
4,716
14,216
18,932
Administrative
19,300
34,329
53,629
17,930
33,424
51,354
Depreciation and amortization
29,678
21,480
51,158
31,316
19,767
51,083
Rent
17,276
1,412
18,688
17,166
1,392
18,558
Property taxes
8,147
4,863
13,010
8,107
4,416
12,523
Impairment charges
183
—
183
—
—
—
Reimbursed costs
2,560
30,620
33,180
2,319
28,544
30,863
Other segment items (1)
2,334
29,788
32,122
725
28,809
29,534
Total costs and expenses
342,561
220,944
563,505
317,198
211,227
528,425
Operating income
$
46,026
$
14,110
$
60,136
$
21,750
$
14,506
$
36,256
Investment income
449
464
Interest expense
(7,893)
(8,569)
Other income (expense), net
(1,182)
3,300
Equity losses from unconsolidated joint ventures, net
(597)
(438)
Corporate items (2)
(22,047)
(20,930)
Net income before income taxes
$
28,866
$
10,083
Nine Months Ended September 30, 2026
Nine Months Ended September 30, 2025
Theatres
Hotels/ Resorts
Corporate
Items (2)
Total
Theatres
Hotels/ Resorts
Corporate
Items (2)
Total
Additional Disclosures
Share-based compensation
$
936
$
981
$
5,089
$
7,006
$
861
$
874
$
4,481
$
6,216
Capital expenditures
15,874
10,413
364
26,651
18,372
39,516
2,921
60,809
Assets
594,115
332,124
97,417
1,023,656
616,261
337,757
50,280
1,004,298
(1) Other segment items includes losses or gains on disposition of property, equipment and other assets, preopening expenses, and other operating expenses.
(2) Corporate items include amounts not allocable to the business segments. Corporate revenues consist principally of rent and the corporate operating loss includes general corporate expenses. Corporate information technology costs and accounting shared services costs are allocated to the business segments based upon several factors, including actual usage and segment revenues. Corporate assets primarily include cash and cash equivalents, furniture, fixtures and equipment, investments and land held for development.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Special Note Regarding Forward-Looking Statements
Certain matters discussed in this Quarterly Report on Form 10-Q and the accompanying Management’s Discussion and Analysis, are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may generally be identified as such because the context of such statements include words such as we “believe,” “anticipate,” “expect” or words of similar import. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which may cause results to differ materially from those expected, including, but not limited to, the following: (1) the adverse effects future pandemics or epidemics may have on our theatre and hotels and resorts businesses, results of operations, liquidity, cash flows, financial condition, access to credit markets and ability to service our existing and future indebtedness; (2) the availability, in terms of both quantity and audience appeal, of motion pictures for our theatre division (including disruptions in the production of films due to events such as tariffs or a strike by actors, writers or directors or future pandemics); (3) the effects of theatre industry dynamics such as the maintenance of a suitable window between the date such motion pictures are released in theatres and the date they are released to other distribution channels; (4) the effects of adverse economic conditions in our markets; (5) the effects of adverse economic conditions on our ability to obtain financing on reasonable and acceptable terms, if at all; (6) the effects on our occupancy and room rates caused by the relative industry supply of available rooms at comparable lodging facilities in our markets; (7) the effects of competitive conditions in our markets; (8) our ability to achieve expected benefits and performance from our strategic initiatives and acquisitions; (9) the effects of increasing depreciation expenses, reduced operating profits during major property renovations, impairment losses, and preopening and start-up costs due to the capital intensive nature of our business; (10) the effects of changes in the availability of and cost of labor and other supplies essential to the operation of our business; (11) the effects of tariffs that are implemented or merely threatened on our costs; (12) the effects of weather conditions, particularly during the winter in the Midwest and in our other markets; (13) our ability to identify properties to acquire, develop and/or manage and the continuing availability of funds for such development; (14) the adverse impact on business and consumer spending on travel, leisure and entertainment resulting from terrorist attacks in the United States or other incidents of violence in public venues such as hotels and movie theatres; and (15) a disruption in our business and reputational and economic risks associated with civil securities claims brought by shareholders. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Our forward-looking statements are based upon our assumptions, which are based upon currently available information. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this Form 10-Q and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
RESULTS OF OPERATIONS
General
For fiscal 2024 and prior periods, we reported our consolidated and individual segment results of operations on a 52- or 53-week fiscal year ending on the last Thursday in December, dividing our fiscal year into three 13-week quarters and a final quarter consisting of 13 or 14 weeks. Fiscal 2024 was a 52-week year with 364 operating days, beginning on December 29, 2023 and ending on December 26, 2024.
Beginning on December 27, 2024, our fiscal year changed to a calendar fiscal year ending on December 31 of each year. Accordingly, effective for our fiscal year ending December 31, 2025, our quarterly results were three month periods ending March 31, June 30, September 30 and December 31. Fiscal 2025 was a 370 operating day year beginning on December 27, 2024 and ending on December 31, 2025 (comprised of five operating days between December 27-31, 2024, plus 365 operating days in calendar year 2025). Fiscal 2026 is a 365 operating day year beginning on January 1, 2026 and ending on December 31, 2026.
The third quarter of 2026 and 2025 consisted of the three month periods beginning on July 1 and ended on September 30. The first three quarters of fiscal 2026 consisted of the nine month period beginning on January 1, 2026 and ended on September 30, 2026 and included five feweroperating days compared to the prior year fiscal first three quarters. The first three quarters of fiscal 2025 consisted of the period beginning on December 27, 2024 and ended on September 30, 2025 (comprised of five operating days between December 27-31, 2024, plus 273 operating days in the calendar first three quarters of 2025).
Our primary operations are reported in the following two business segments: movie theatres and hotels and resorts. Within this MD&A, amounts for totals, subtotals, and variances may not recalculate exactly within tables due to rounding as they are calculated using the unrounded numbers.
Overall Results
The following table sets forth revenues, operating income, other income (expense), net earnings, and net earnings per diluted common share for the third quarter and first three quarters of fiscal 2026 and fiscal 2025 (in millions, except for per share and variance percentage data):
Third Quarter
First Three Quarters
Variance
Variance
F2026
F2025
Amt.
Pct.
F2026
F2025
Amt.
Pct.
Revenues
$
237.8
$
210.2
$
27.6
13.1
%
$
623.9
$
565.0
$
58.9
10.4
%
Operating income
30.3
22.7
7.6
33.2
%
38.1
15.3
22.8
148.5
%
Other income (expense)
(2.4)
1.5
(3.9)
(265.6)
%
(9.2)
(5.2)
(4.0)
(75.9)
%
Net earnings
$
18.8
$
16.2
$
2.5
15.6
%
$
19.2
$
6.7
$
12.5
185.8
%
Net earnings per common share - diluted
$
0.60
$
0.52
$
0.08
15.4
%
$
0.62
$
0.21
$
0.41
195.2
%
Revenues increased during the third quarter and first three quarters of fiscal 2026 compared to the third quarter and first three quarters of fiscal 2025 due to increased revenues from both our theatre division and hotels and resorts division. Revenues during the first three quarters of fiscal 2026 included five less operating days compared to the first three quarters of fiscal 2025, negatively impacting revenue growth by approximately $15.3 million.
Operating income during the third quarter of fiscal 2026 improved by $7.6 millioncompared to the third quarter of fiscal 2025, primarily due to increased revenues before cost reimbursements from both our theatre division and hotels and resorts division, partially offset by an increase in corporate expenses, a $0.3 million increase in depreciation expense, and $0.2 million in impairment charges related to the planned closure of one theatre location. Operating income during the third quarter of fiscal 2026 was negatively impacted by a $0.1 million loss on disposition of property, equipment and other assets, compared to a $0.1 million gain on disposition of property, equipment and other assets during the third quarter of fiscal 2025.
Operating income during the first three quarters of fiscal 2026 improved by $22.8 million compared to the first three quarters of fiscal 2025 due to increased revenues from both our theatre and hotels and resorts divisions, partially offset by increased corporate expenses, and a $5.3 million unfavorable impact as a result of five fewer operating days. Operating income during the first three quarters of fiscal 2026 was negatively impacted by a $0.3 million loss on disposition of property, equipment and other assets, compared to a $1.3 million gain on disposition of property, equipment and other assets related to the sale of surplus land during the first three quarters of fiscal 2025.
Corporate expenses during the third quarter of fiscal 2026 increased $1.3 million compared to the third quarter of fiscal 2025, primarily due to increased incentive compensation, insurance, non-cash stock compensation, and personnel cost and benefits inflation. Corporate expenses during the first three quarters of fiscal 2026 increased$1.1 million compared to the first three quarters of fiscal 2025 due to increased incentive compensation, insurance, director compensation, non-cash stock compensation, and personnel and benefits cost inflation, partially offset by decreased professional fees related to tax, audit, and legal services.
Other income (expense), net earnings, and net earnings per diluted common share during the third quarter and first three quarters of fiscal 2026 were impacted by decreased interest expense, fluctuations in investment income, and decreased
other income compared to the third quarter of fiscal 2025. Other income during the third quarter and first three quarters of fiscal 2025 included a $4.5 million gain from a property insurance settlement.
Our interest expense totaled $2.5 million and$7.9 million for the third quarter and first three quarters of fiscal 2026, respectively, compared to $2.8 million and $8.6 million for the third quarter and first three quarters of fiscal 2025, respectively. The decrease in interest expense during the third quarter and first three quarters of fiscal 2026 was primarily due to decreased borrowings and a decrease in non-cash amortization of deferred financing costs. Changes in our borrowing levels due to variations in our operating results, capital expenditures, acquisition opportunities (or the lack thereof) and asset sale proceeds, among other items, may impact, either favorably or unfavorably, our actual reported interest expense in future periods, as may changes in short-term interest rates.
We recognized investment income of $0.4 million during the third quarter and first three quarters of fiscal 2026, compared to $0.0 millionand$0.5 million during the third quarter and first three quarters of fiscal 2025, respectively. Variations in investment income were due to changes in the value of marketable securities.
We did not have any significant variations in equity losses from unconsolidated joint ventures during the third quarter and first three quarters of fiscal 2026, compared to the third quarter and first three quarters of fiscal 2025.
Net earnings and net earnings per diluted common share improved during the third quarter and first three quarters of fiscal 2026 compared to the third quarter and first three quarters of fiscal 2025, resulting primarily from an increase in operating income as described above, partially offset by increased other expense which was favorably impacted by a $4.5 million gain on insurance settlement during the third quarter of fiscal 2025.
We reported income tax expense of $9.1 million for the third quarter of fiscal 2026 compared to expense of $8.0 million for the third quarter of fiscal 2025. We reported income tax expense of $9.6 million for the first three quarters of fiscal 2026 compared to an expense of $3.3 million for the first three quarters of fiscal 2025. Our fiscal 2026 first three quarters effective income tax rate was 33.3% compared to our fiscal 2025 first three quarters effective income tax rate of 33.2%. The effective income tax rate in both fiscal 2026 first three quarters and fiscal 2025 first three quarters was negatively impacted by excess compensation subject to deduction limitations. We anticipate that our effective income tax rate for fiscal 2026 may be in the 32% to 34% range, excluding any potential changes in federal or state income tax rates, valuation allowance adjustments or other one-time tax benefits. Our actual fiscal 2026 effective income tax rate may be different from our estimated quarterly rates depending upon actual facts and circumstances.
Theatres
The following table sets forth revenues, operating income, operating margin, Adjusted EBITDA and Adjusted EBITDA margin for our theatre division for the third quarter and first three quarters of fiscal 2026 and fiscal 2025 (in millions, except for variance percentage, operating margin and Adjusted EBITDA margin):
Third Quarter
First Three Quarters
Variance
Variance
F2026
F2025
Amt.
Pct.
F2026
F2025
Amt.
Pct.
Total revenues
$
145.0
$
119.9
$
25.1
20.9
%
$
388.6
$
338.9
$
49.6
14.6
%
Total revenues before cost reimbursements
144.0
119.1
24.9
20.9
%
386.0
336.6
49.4
14.7
%
Operating income
22.2
12.3
9.9
79.9
%
46.0
21.8
24.3
111.6
%
Operating margin(1)
15.4
%
10.4
%
11.9
%
6.5
%
Adjusted EBITDA(2)
32.3
22.1
10.2
46.3
%
76.7
52.3
24.3
46.5
%
Adjusted EBITDA margin(2)
22.5
%
18.6
%
19.9
%
15.6
%
(1)Operating margin is defined as operating income divided by total revenues before cost reimbursements.
(2)Adjusted EBITDA margin is defined as Adjusted EBITDA divided by total revenues before cost reimbursements. See Adjusted EBITDA section below for further discussion and non-GAAP reconciliations.
Revenues and operating income for the Theatre division improved during the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025, primarily due to increased attendance driven by stronger performances from films.
Additionally, operating income in the third quarter of fiscal 2026 was favorably impacted by a $0.4 million decrease in depreciation expense and was unfavorably impacted by impairment charges of $0.2 million, and a $0.1 million loss on disposition of property, equipment and other assets compared to a $0.3 million gain on disposition of property, equipment and other assets in third quarter of fiscal 2025.
During the first three quarters of fiscal 2026, revenues and operating income increased compared to the same period in fiscal 2025 driven primarily by stronger performances from films resulting in increased attendance, partially offset by five fewer operating days in the first three quarters of fiscal 2026 compared to the first three quarters of fiscal 2025. The five fewer operating days in the first three quarters of fiscal 2026 (which occurred between the Christmas and New Year’s holidays in the prior year period) negatively impacted revenue growth by $12.2 million and the change in operating income by approximately $5.0 million. Additionally, operating income in the first three quarters of fiscal 2026 was favorably impacted by a $1.6 million decrease in depreciation expense, and was unfavorably impacted by $0.2 million impairment charges, and a $0.2 million gain on disposition of property, equipment and other assets compared to a $1.5 million gain on disposition of property, equipment and other assets in the first three quarters of fiscal 2025, primarily due to sales of surplus land.
Our theatre division Adjusted EBITDA and Adjusted EBITDA margin increased during the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025 driven by improved operating leverage from increased revenues and higher labor efficiency, partially offset by increased cost of concessions products driven largely by higher transportation fuel costs, increased repairs and maintenance, utilities, property taxes, and general and administrative expenses. During the first three quarters of fiscal 2026, theatre division Adjusted EBITDA and Adjusted EBITDA margin increased compared to the first three quarters of fiscal 2025, due to increased revenues and improved labor efficiency, partially offset by a $5.0 million unfavorable impact from five fewer operating days and increases in insurance and general and administrative expenses.
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 2026 and fiscal 2025 (in millions, except for variance percentage):
Third Quarter
First Three Quarters
Variance
Variance
F2026
F2025
Amt.
Pct.
F2026
F2025
Amt.
Pct.
Admission revenues
$
70.1
$
57.7
$
12.4
21.5
%
$
187.5
$
161.0
$
26.5
16.5
%
Concession revenues
61.9
51.2
10.7
20.8
%
166.8
146.9
19.9
13.5
%
Other revenues
11.9
10.1
1.8
17.5
%
31.8
28.8
3.0
10.4
%
Total revenues before cost
reimbursements
144.0
119.1
24.9
20.9
%
386.0
336.6
49.4
14.7
%
Cost reimbursements
1.0
0.8
0.2
n/m
2.6
2.3
0.2
n/m
Total revenues
145.0
119.9
25.1
20.9
%
388.6
338.9
49.6
14.6
%
According to data received from Comscore (a national box office reporting service for the theatre industry) and compiled by us to evaluate our fiscal 2026 third quarter and first three quarters results, U.S. box office receipts increased 27.0% during our fiscal 2026 third quarter compared to our fiscal 2025 third quarter, indicating that our increase in admission revenues for comparable theatres (excluding theatres closed during the past year) of 21.8% during the third quarter of fiscal 2026 underperformed the industry by 5.2 percentage points. When compared to reported national box office growth, Marcus Theatres’ admission revenue growth during our 2026 third quarter compared to our fiscal 2025 third quarter was negatively impacted by 2.8 percentage points due to box office grosses from films not reported to Comscore by certain streaming content providers that we played during the third quarter of fiscal 2025. We believe our underperformance in the third quarter of fiscal 2026 was largely attributable to unfavorable film mix, that included films such as The Odyssey, Resident Evil, and The End of Oak Street, that were more appealing and played stronger in other parts of the U.S. than our Midwestern markets. Additionally, during our fiscal 2026 third quarter we made the strategic decision to not show two films due to distributor terms, which we believe negatively impacted our admissions growth by approximately 1.0 percentage point.
Data received and compiled by us from Comscore also indicates that U.S. box office receipts increased 15.4% during our fiscal 2026 first three quarters compared to the first three quarters of fiscal 2025, indicating that our increase of 16.7% in admission revenues for comparable theatres (excluding theatres closed during the past year) during the first three quarters
of fiscal 2026, outperformed the industry by 1.3percentage points. When compared to reported national box office growth, Marcus Theatres’ admission revenue growth during our fiscal 2026 first three quarters compared to the first three quarters of fiscal 2025 was negatively impacted by 1.0 percentage points due to box office grosses from films not reported to Comscore by certain streaming content providers that we played during the first three quarters of fiscal 2025. On a calendar date basis (January 1st through September 30th), U.S. box office receipts increased 19.4%, indicating that our increase in admissions revenues for our comparable theatres of 21.3%, outperformed the industry by 1.9percentage points during the first three quarters of 2026 compared to the first three quarters of 2025, with strategic ticket price changes and a favorable film mix contributing to this year-to-date outperformance.
Additional data received and compiled by us from Comscore indicates our admission revenues (excluding films not reported to Comscore by certain distributors) at comparable theatres during the third quarter and first three quarters of fiscal 2026 represented approximately 2.8% 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% during the third quarter and first three quarters of fiscal 2025. Our goal is to outperform the industry, but our ability to do so in any given quarter will likely be partially dependent upon film mix, pricing strategies, weather and the competitive landscape in our markets.
Total theatre attendance for our comparable theatres increased 16.8% during the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025, which was primarily attributable to stronger performances from films. During the third quarter of fiscal 2026, there were 32 wide-release films (films shown in over approximately 1,500 theatres in the U.S., excluding re-release films) compared to 30 wide-release films during the third quarter of fiscal 2025.
During the first three quarters of fiscal 2026, total theatre attendance for our comparable theatres increased 10.6% compared to the first three quarters of fiscal 2025, which was primarily attributable to stronger performances from films as well as an increase in the number of wide-release films, and negatively impacted by five less operating days described above. During the first three quarters of fiscal 2026, there were 93 wide-release films, compared to 86 wide-release films during the first three quarters of fiscal 2025. On a calendar date basis (January 1st through September 30th), total theatre attendance for our comparable theatres increased 15.0% during the first three quarters of 2026 compared to the first three quarters of 2025.
Our highest grossing films during the fiscal 2026 third quarter included Spider-man: Brand New Day, The Odyssey, Toy Story 5, Minions & Monsters, and Moana. Our top five films during our fiscal 2026 third quarter accounted for 68% of our total box office results, compared to 53% for the top five films during the third quarter of fiscal 2025, both expressed as a percentage of the total admission revenues for the relevant period. An increased reliance on just a few blockbuster films during a given quarter often has the effect of increasing our film rental costs during the period, as generally the better a particular film performs, the greater the film rental cost tends to be as a percentage of box office receipts. As a result of the more concentrated film slate, our overall film cost as a percentage of admission revenues during the third quarter of fiscal 2026 increased compared to the same period in the prior fiscal year.
Our average ticket price increased 4.3% and 5.6% during the third quarter and first three quarters of fiscal 2026, respectively, compared to the third quarter and first three quarters of fiscal 2025. Our average ticket price during the third quarter of fiscal 2026 was favorably impacted by strategic pricing changes, an increase in the percentage of of our ticket sales coming from premium large format (PLF) screens, and a decrease in the percentage our of attendance coming from Value Tuesday due to one less Tuesday in the third quarter of 2026 compared to the third quarter of fiscal 2025. Our average ticket price during the first three quarters of fiscal 2026 was favorably impacted by strategic pricing changes, and a decrease in the percentage of attendance coming from Value Tuesday, partially offset by other changes in ticket mix. The overall change in average ticket price favorably impacted our admission revenues of our comparable theatres by $2.9 million and $9.8 million during the third quarter and first three quarters of fiscal 2026, respectively, compared to the third quarter and first three quarters of fiscal 2025.
Our average concession revenues per person increased by 3.8% and 2.9% during the third quarter and first three quarters of fiscal 2026, respectively, compared to the third quarter and first three quarters of fiscal 2025, resulting from increases in movie-themed merchandise sales and concessions menu prices. The overall increase in average concession revenues per person favorably impacted our concession revenues of our comparable theatres by $2.2 million and $4.7 million during the third quarter and first three quarters of fiscal 2026, respectively, compared to the third quarter and first three quarters of fiscal 2025.
Other revenues during the third quarter and first three quarters of fiscal 2026 increased by $1.8 million and $3.0 million, respectively, compared to the third quarter and first three quarters of fiscal 2025, due largely to the impact of increased attendance on internet surcharge ticketing fees and preshow and in-app advertising revenue.
We ended the third quarter of fiscal 2026 with a total of 961 company-owned screens in 76 theatres and 14 managed screens at one theatre, compared to 971 company-owned screens in 77 theatres and 14 managed screens at one theatre, at the end of the third quarter of fiscal 2025. We made the decision to close underperforming theatres during fiscal 2025 and 2026, including one leased theatre during first quarter of fiscal 2025, and one owned theatre during the second quarter of fiscal 2026.
Hotels and Resorts
The following table sets forth revenues, operating income, operating margin, Adjusted EBITDA and Adjusted EBITDA margin for our hotels and resorts division for the third quarter and first three quarters of fiscal 2026 and fiscal 2025 (in millions, except for variance percentage, operating margin and Adjusted EBITDA margin):
Third Quarter
First Three Quarters
Variance
Variance
F2026
F2025
Amt.
Pct.
F2026
F2025
Amt.
Pct.
Total revenues
$
92.7
$
90.1
$
2.5
2.8
%
$
235.1
$
225.7
$
9.3
4.1
%
Total revenues before cost reimbursements
82.0
80.3
1.6
2.0
%
204.4
197.2
7.2
3.7
%
Operating income
15.3
16.4
(1.0)
(6.2)
%
14.1
14.5
(0.4)
(2.7)
%
Operating margin(1)
18.7
%
20.4
%
6.9
%
7.4
%
Adjusted EBITDA(2)
22.6
23.1
(0.6)
(2.4)
%
37.0
35.4
1.6
4.6
%
Adjusted EBITDA margin(2)
27.6
%
28.8
%
18.1
%
17.9
%
(1)Operating margin is defined as operating income divided by total revenues before cost reimbursements.
(2)Adjusted EBITDA margin is defined as Adjusted EBITDA divided by total revenues before cost reimbursements. See Adjusted EBITDA section below for further discussion and non-GAAP reconciliations.
Hotels and resorts division revenues increased 2.8%during the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025. Division operating income during the third quarter of fiscal 2026 decreased $1.0 million compared to the third quarter of fiscal 2025 primarily due to increased repair costs related to storm property damage at one hotel property, increased utilities, property taxes, and labor expenses due to a higher mix of contract labor, partially offset by decreased consulting fees and increased revenues. Additionally, operating income during the third quarter of fiscal 2026 was unfavorably impacted by a $0.7 million increase in depreciation expense.
During the first three quarters of fiscal 2026, Hotels and resorts division revenues increased 4.1% compared to the first three quarters of fiscal 2025. Results were negatively impacted by five fewer operating days during the first three quarters of fiscal 2026 compared to the first three quarters of fiscal 2025. The five fewer operating days during the first three quarters of fiscal 2026 negatively impacted revenue growth by approximately $3.1 million and operating income by approximately $0.4 million. Operating income decreased $0.4 millionduring the first three quarters of fiscal 2026, compared to the first three quarters of fiscal 2025, due primarily to increased labor expenses, property taxes, utilities, and repair costs related to storm property damage at one hotel property. Operating income during the first three quarters of fiscal 2026 was negatively impacted by a $1.7 million increase in depreciation expense, and a $0.2 million increased loss on disposition of property, equipment and other assets.
Our Hotels and resorts division Adjusted EBITDA and Adjusted EBITDA margin decreased during the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025 due primarily to increased repair costs following storm damage at one hotel property, increased labor costs as a result of a higher mix of contract labor, and increased property taxes.
During the first three quarters of fiscal 2026, Adjusted EBITDA and Adjusted EBITDA margin increased primarily due to increased revenues compared to the first three quarters of fiscal 2025. Adjusted EBITDA during the first three quarters of fiscal 2026 was negatively impacted by approximately $0.4 million due to five fewer operating days, a change in revenue
mix resulting from a decrease in certain group business at one of our condo hotel properties, and increases in personnel, labor, and other costs.
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 2026 and fiscal 2025 (in millions, except for variance percentage):
Third Quarter
First Three Quarters
Variance
Variance
F2026
F2025
Amt.
Pct.
F2026
F2025
Amt.
Pct.
Room revenues
$
40.7
$
39.9
$
0.8
2.0
%
$
94.9
$
88.8
$
6.1
6.8
%
Food/beverage revenues
23.8
24.1
(0.3)
(1.4)
%
63.8
63.3
0.5
0.8
%
Other revenues
17.5
16.3
1.1
7.0
%
45.8
45.2
0.6
1.4
%
Total revenues before cost reimbursements
82.0
80.3
1.6
2.0
%
204.4
197.2
7.2
3.7
%
Cost reimbursements
10.7
9.8
0.9
9.3
%
30.6
28.5
2.1
7.3
%
Total revenues
$
92.7
$
90.1
$
2.5
2.8
%
$
235.1
$
225.7
$
9.3
4.1
%
Division total revenues before cost reimbursements increased 2.0% during the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025 due to increased occupancy at five of our seven comparable owned hotels (excluding The Marc which opened in the first quarter of 2026), and strong golf revenues at Grand Geneva Resort & Spa, partially offset by lower food and beverage revenues resulting from a decreased mix of group banquet and catering business.
Division total revenues before cost reimbursements increased 3.7% during the first three quarters of fiscal 2026, compared to the first three quarters of fiscal 2025, due to increased occupancy at five of our seven comparable owned hotels, increased golf revenues at Grand Geneva Resort & Spa, partially offset by the negative impact of five fewer operating days due to the change in fiscal year described above. Division total revenues before cost reimbursements during the first three quarters of fiscal 2026 were favorably impacted by the Hilton Milwaukee being fully operational compared to the prior year period when the hotel had rooms out of service while undergoing significant renovations. The increase in other revenues was negatively impacted by a group buyout of one condo hotel property during a portion of the first three quarters of 2025 that did not reoccur in the current year.
The following table sets forth certain operating statistics for the third quarter and first three quarters of fiscal 2026 and fiscal 2025, including our average occupancy percentage (number of occupied rooms as a percentage of available rooms), our average daily room rate, or ADR, and our total revenue per available room, or RevPAR, for comparable company-owned properties:
Third Quarter
First Three Quarters
Variance
Variance
F2026
F2025
Amt.
Pct.
F2026
F2025
Amt.
Pct.
Occupancy pct.
77.5
%
78.4
%
(0.9) pts
(1.1)
%
70.0
%
65.1
%
4.9 pts
7.5
%
ADR
$
232.43
$
224.91
$
7.52
3.3
%
$
202.06
$
198.69
$
3.37
1.7
%
RevPAR
$
180.04
$
176.32
$
3.72
2.1
%
$
141.51
$
129.42
$
12.09
9.3
%
Note: These operating statistics represent averages of our eight distinct company-owned hotels and resorts, branded and unbranded, in different geographic markets with a wide range of individual hotel performance. The statistics are not necessarily representative of any particular hotel or resort.
RevPAR increased at six of our seven comparable company-owned properties during the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025, driven by increased average daily rates. Group business as a percentage of our mix of business represented approximately 39.3% of our total rooms revenue in the third quarter of fiscal 2026, compared to approximately 42.5% during the third quarter of fiscal 2025. Non-group transient pricing increased in most of our major markets during the third quarter of fiscal 2026, driven by strong leisure demand which offset some of decline in group business.
According to data received from Smith Travel Research and compiled by us in order to evaluate our fiscal 2026 third quarter and first three quarters results, comparable “upper upscale” hotels—hotels identified as our industry— throughout
the United States experienced increases in RevPAR of 7.8% during the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025, leading us to believe that our increase in RevPAR of 2.1%, underperformed the industry during the third quarter of fiscal 2026 by approximately 5.7 percentage points. We believe our underperformance during the third quarter of fiscal 2026 was driven by transient demand from major events, particularly the World Cup, that occurred in markets in which we do not have a presence, coupled with softer demand from our group customer segment, particularly in our Milwaukee market. During the first three quarters of fiscal 2026, comparable “upper upscale” hotels experienced RevPAR growth of 5.8% compared to the first three quarters of fiscal 2025, leading us to believe our increase in RevPAR of 9.3% outperformed the industry during the first three quarters of fiscal 2026 by approximately 3.5 percentage points. We believe our outperformance during the first three quarters of fiscal 2026 was driven by the favorable impact of the Hilton Milwaukee hotel being fully operational, compared to the first three quarters of 2025 when the hotel was undergoing significant renovations, partially offset by softer demand from our group customer segment during the third quarter of fiscal 2026.
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 6.2% during our fiscal 2026 third quarter, again compared to our fiscal 2025 third quarter, leading us to believe that our increase in RevPAR of 7.4% (excluding The Marc which opened in the first quarter of 2026), outperformed the competitive sets during the third quarter of fiscal 2026 by approximately 1.2 percentage points. We believe the outperformance to our competitive sets during the third quarter of fiscal 2026 resulted from strong transient demand, partially offset by softer demand in our group customer segment. During the first three quarters of fiscal 2026, hotels in our competitive sets experienced an increase in RevPAR of 6.2%, indicating that our increase in RevPAR of 14.3% (excluding The Marc)outperformed our competitive set hotels by approximately 8.1 percentage points. We believe the outperformance to our competitive sets during the first three quarters of fiscal 2026 was partially attributable to the renovation of Hilton Milwaukee in the prior year period which we believe unfavorably impacted our RevPAR in the first half of fiscal 2025 while favorably impacting competitive hotels. After adjusting for the estimated impact of the Hilton Milwaukee renovation on the prior year, we believe our hotels outperformed their competitive sets during the first three quarters of fiscal 2026 by approximately 4.4 percentage points.
We generally expect our revenue trends to track or exceed the overall industry trends for our segment of the industry, particularly in our respective markets. Hotel revenues have historically tracked very closely with traditional macroeconomic statistics, such as the Gross Domestic Product. The U.S. economic outlook remains in a period of heightened uncertainty. In the near term, we expect business travel demand and our group business to remain stable. Leisure travel demand has softened in the economy segment of the market and shown some recent improvement in the midscale segment of the market, while generally remaining stable in the upper upscale segment of the market that includes most of our properties. Leisure travel in our markets has a seasonal component, peaking in the summer months and slowing down as children return to school and the weather turns colder in our primarily Midwestern markets.
As of the date of this report, our group room revenue bookings for fiscal 2026 - commonly referred to in the hotels and resorts industry as “group pace” - is running approximately 5% ahead of where we were at the same time last year. Group room revenue bookings for fiscal 2027 is running approximately 10% ahead of where we were at the same time in fiscal 2025 for fiscal 2026. Banquet and catering revenue pace for fiscal 2026 is running consistent with where we were at the same time last year. Banquet and catering revenue pace for fiscal 2027 is running approximately 14% ahead of where we were at the same time in fiscal 2025 for fiscal 2026.
Adjusted EBITDA
Adjusted EBITDA is a measure used by management and our board of directors to assess our financial performance and enterprise value. We believe that Adjusted EBITDA is a useful measure for us and investors, as it eliminates certain expenses that are not indicative of our core operating performance and facilitates a comparison of our core operating performance on a consistent basis from period to period. We also use Adjusted EBITDA as a basis to determine certain annual cash bonuses and long-term incentive awards, to supplement GAAP measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. Adjusted EBITDA is also used by analysts, investors and other interested parties as a performance measure to evaluate industry competitors.
Adjusted EBITDA is a non-GAAP measure of our financial performance and should not be considered as an alternative to net earnings (loss) as a measure of financial performance, or any other performance measure derived in accordance with GAAP. Additionally, Adjusted EBITDA is not intended to be a measure of liquidity or free cash flow for management’s
discretionary use. Adjusted EBITDA has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.
We define Adjusted EBITDA as net earnings (loss) attributable to The Marcus Corporation before investment income or loss, interest expense, other expense, gain or loss on disposition of property, equipment and other assets, impairment charges, equity earnings or losses from unconsolidated joint ventures, net earnings or losses attributable to noncontrolling interests, income taxes, depreciation and amortization and non-cash share-based compensation expense, adjusted to eliminate the impact of certain items that we do not consider indicative of our core operating performance. These further adjustments are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses that are the same as or similar to some of the items eliminated in the adjustments made to determine Adjusted EBITDA, such as acquisition expenses, preopening expenses, accelerated depreciation, impairment charges and other adjustments. Our presentation of Adjusted EBITDA should not be construed to imply that our future results will be unaffected by any such adjustments. Definitions and calculations of Adjusted EBITDA differ among companies in our industries, and therefore Adjusted EBITDA disclosed by us may not be comparable to the measures disclosed by other companies.
The following table sets forth Adjusted EBITDA by reportable operating segment for the third quarter and first three quarters of fiscal 2026 and fiscal 2025 (in millions, except for variance percentage):
Third Quarter
First Three Quarters
Variance
Variance
F2026
F2025
Amt.
Pct.
F2026
F2025
Amt.
Pct.
Theatres
$
32.3
$
22.1
$
10.2
46.3
%
$
76.7
$
52.3
$
24.3
46.5
%
Hotels and resorts
22.6
23.1
(0.6)
(2.4)
%
37.0
35.4
1.6
4.6
%
Corporate items
(5.8)
(4.8)
(1.0)
(20.9)
%
(15.8)
(15.3)
(0.5)
(3.5)
%
Total Adjusted EBITDA
$
49.1
$
40.4
$
8.7
21.5
%
$
97.9
$
72.5
$
25.4
35.1
%
The following table sets forth our reconciliation of Adjusted EBITDA (in millions):
Third Quarter
First Three Quarters
F2026
F2025
F2026
F2025
Net earnings (loss)
$
18.8
$
16.2
$
19.2
$
6.7
Add (deduct):
Investment (income)
(0.4)
—
(0.4)
(0.5)
Interest expense
2.5
2.8
7.9
8.6
Other (income) expense (1)
0.3
(4.2)
1.2
(3.3)
Loss (gain) on disposition of property, equipment and other assets
0.1
(0.1)
0.3
(1.3)
Equity (earnings) losses from unconsolidated joint ventures
The following tables set forth our reconciliation of Adjusted EBITDA by reportable operating segment (in millions):
Third Quarter, F2026
First Three Quarters, F2026
Theatres
Hotels & Resorts
Corp. Items
Total
Theatres
Hotels & Resorts
Corp. Items
Total
Operating income (loss)
$
22.2
$
15.3
$
(7.2)
$
30.3
$
46.0
$
14.1
$
(22.0)
$
38.1
Depreciation and amortization
9.7
7.0
0.4
17.1
29.7
21.5
1.2
52.3
Loss (gain) on disposition of property, equipment and other assets
0.1
—
—
0.1
(0.2)
0.5
—
0.3
Share-based compensation (2)
0.2
0.3
1.0
1.6
0.9
1.0
5.1
7.0
Impairment charges (3)
0.2
—
—
0.2
0.2
—
—
0.2
Insured losses (recoveries) (5)
—
(0.1)
—
(0.1)
—
(0.1)
—
(0.1)
Other non-recurring (6)
—
—
—
—
—
0.1
—
0.1
Total Adjusted EBITDA
$
32.3
$
22.6
$
(5.8)
$
49.1
$
76.7
$
37.0
$
(15.8)
$
97.9
Third Quarter, F2025
First Three Quarters, F2025
Theatres
Hotels & Resorts
Corp. Items
Total
Theatres
Hotels & Resorts
Corp. Items
Total
Operating income (loss)
$
12.3
$
16.4
$
(6.0)
$
22.7
$
21.8
$
14.5
$
(20.9)
$
15.3
Depreciation and amortization
10.2
6.3
0.4
16.8
31.3
19.8
1.2
52.3
Loss (gain) on disposition of property, equipment and other assets
(0.3)
0.2
—
(0.1)
(1.5)
0.2
—
(1.3)
Share-based compensation (2)
0.2
0.3
0.8
1.2
0.9
0.9
4.5
6.2
Theatre exit costs (4)
—
—
—
—
0.1
—
—
0.1
Insured losses (recoveries) (5)
(0.3)
—
—
(0.3)
(0.2)
—
—
(0.2)
Total Adjusted EBITDA
$
22.1
$
23.1
$
(4.8)
$
40.4
$
52.3
$
35.4
$
(15.3)
$
72.5
(1)Includes a gain from an insurance settlement of $4.5M related to insured property damage at one theatre location in the third quarter of fiscal 2025.
(2)Non-cash expense related to share-based compensation programs.
(3)Non-cash impairment charges in the third quarter of fiscal 2026 related to one operating theatre.
(4)Reflects non-recurring costs related to the closure and exit of one theatre location in the first quarter of fiscal 2025.
(5)Repair costs and insurance recoveries related to insured property damage at one hotel property during the third quarter of fiscal 2026, and one theatre location during fiscal 2025.
(6)Other non-recurring includes professional fees related to the sale of historic tax credits resulting from the renovation at Hilton Milwaukee.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
Our movie theatre and hotels and resorts businesses each generate significant and consistent daily amounts of cash, subject to previously-noted seasonality, because each segment’s revenue is derived predominantly from consumer cash purchases. We believe that these relatively consistent and predictable cash sources, as well as the availability of unused credit lines, would be adequate to support the ongoing operational liquidity needs of our businesses. However, our cash position may fluctuate from time-to-time based on seasonality of our businesses, the timing of interest payments on our debt as well as timing of payment of other operating expenses that are paid on an infrequent basis.
Maintaining and protecting a strong balance sheet has always been a core value of The Marcus Corporation during our over 90-year history and our financial position remains strong. As of September 30, 2026, we had a cash balance of approximately $60.2 million, $219.3 million of availability under our $225 million revolving credit facility, our debt-to-capitalization ratio was 0.24, and our net leverage ratio was 0.79x net debt to Adjusted EBITDA. With our strong liquidity
position combined with cash generated from operations, we believe we have sufficient liquidity to meet our obligations as they come due and to comply with our debt covenants for at least 12 months from the issuance date of the consolidated financial statements, as well as fund our longer-term capital requirements.
The following table sets forth our reconciliations of Net Debt and Net Leverage (Net Debt to Adjusted EBITDA) (in millions, except leverage ratio):
September 30, 2026
December 31, 2025
Long-term debt (GAAP measure) (1)
$
149.2
$
159.0
Finance lease obligations (GAAP measure) (2)
9.8
11.3
Less: Cash and cash equivalents
(60.2)
(23.4)
Net Debt
$
98.7
$
146.8
Net Debt
$
98.7
$
146.8
LTM Adjusted EBITDA (3)
124.7
99.3
Net Leverage (Net Debt to Adjusted EBITDA)
0.79x
1.48x
(1)Represents total long-term debt, including the current portion of long-term debt.
(2)Represents total finance lease obligations, including the current portion of finance lease obligations.
(3)LTM Adjusted EBITDA is Adjusted EBITDA as reconciled and defined above for the last four fiscal quarters.
We believe Net Leverage is a useful measure, as it provides management and investors an indication of our indebtedness less unrestricted cash relative to our earnings performance.
Financial Condition
Net cash provided by operating activities totaled $77.2 million during the first three quarters of fiscal 2026, compared to net cash provided by operating activities of $35.4 million during the first three quarters of fiscal 2025. The $41.8 million increase in net cash provided by operating activities was primarily due to a $12.5 million increase in net earnings, a $7.6 million increase in accrued compensation, a $5.9 million increase in accrued liabilities,a $4.3 million decrease in prepaid and other assets, $3.0 million in proceeds from the sale of historic tax credits, and a $1.4 million favorable impact from the timing of payments of accounts payable.
Net cash used in investing activities during the first three quarters of fiscal 2026 totaled $23.3 million, compared to net cash used in investing activities of $46.6 million during the first three quarters of fiscal 2025. The decrease in net cash used in investing activities of $23.3 million was the result of a decrease of $34.2 million in capital expenditures, receipt of $3.5 million in key money related to the renovation of one hotel property, partially offset by a $8.2 million decrease in proceeds from the sale of trading securities and a $4.5 million decrease in proceeds from insurance recovery in the prior year that did not recur. Total cash capital expenditures (including normal continuing capital maintenance and renovation projects) totaled $26.7 million during the first three quarters of fiscal 2026 compared to $60.8 million during the first three quarters of fiscal 2025.
Fiscal 2026 first three quarters cash capital expenditures included approximately $15.9 million incurred in our theatre division, including construction related to insured property damage at one theatre location, addition of D-BOX seating at two theatre locations, and normal maintenance capital projects. We incurred capital expenditures in our hotels and resorts division during the first three quarters of fiscal 2026 of approximately $10.4 million, including several smaller capital improvement projects and normal maintenance capital projects. We incurred corporate capital expenditures during the first three quarters of fiscal 2026 of approximately $0.4 million related to technology implementation.
Net cash used in financing activities during the first three quarters of fiscal 2026 totaled $15.4 million compared to net cash used in financing activities of $22.9 million during the first three quarters of fiscal 2025. During the first three quarters of fiscal 2026, we increased our borrowings under our revolving credit facility as needed to fund our cash needs and used excess cash to reduce our borrowings under our revolving credit facility. As short-term revolving credit facility borrowings became due, we replaced them as necessary with new short-term revolving credit facility borrowings. As a result, we added
$82.0 million of new short-term revolving credit facility borrowings, and we made $92.0 million of repayments on short-term revolving credit facility borrowings during the first three quarters of fiscal 2026 (net $10.0 milliondecrease in borrowings on our credit facility). We ended the third quarter of fiscal 2026 with no outstanding borrowings under our revolving credit facility. During the first three quarters of fiscal 2025, we increased our borrowings under our revolving credit facility as needed to fund our cash needs and used excess cash to reduce our borrowings under our revolving credit facility. As a result, we added $156.0 million of new short-term revolving credit facility borrowings, and we made $143.0 million of repayments on short-term revolving credit facility borrowings during the first three quarters of fiscal 2025 (net $13.0 million increase in borrowings on our credit facility).
We made no principal payments on long-term debt during the first three quarters of fiscal 2026 compared to approximately $10.4 million during the first three quarters of fiscal 2025.
Our debt-to-capitalization ratio (excluding our finance and operating lease obligations) was 0.24 at September 30, 2026, compared to 0.26 at December 31, 2025.
During the first three quarters of fiscal 2026, we repurchased 0.1 million shares of our common stock for $1.3 millionin the open market, compared to 0.4 million shares of our common stock for $7.1 million in the open market during the first three quarters of fiscal 2025. As of September 30, 2026, approximately 4.4 million shares remained available for repurchase under prior Board of Directors repurchase authorizations. Under these authorizations, we may repurchase shares of our common stock from time to time in the open market, pursuant to privately-negotiated transactions or otherwise, depending upon a number of factors, including prevailing market conditions.
During the first three quarters of fiscal 2026, we received $7.5 million from exercises of stock options, compared with no proceeds from exercises of stock options during the first three quarters of fiscal 2025.
Dividends paid during the first three quarters of fiscal 2026 were $7.6 million. Dividends paid during the first three quarters of fiscal 2025 were $6.8 million. We have the ability to declare quarterly dividend payments and/or repurchase shares of our common stock in the open market as we deem appropriate.
Critical Accounting Policies and Estimates
We have included a summary of our Critical Accounting Policies and Estimates in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the summary provided in that report.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We have not experienced any material changes in our market risk exposures since December 31, 2025.
Item 4. Controls and Procedures
a.Evaluation of disclosure controls and procedures
Based on their evaluations and the evaluation of management, as of the end of the period covered by this Quarterly Report on Form 10-Q, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
b.Changes in internal control over financial reporting
There were no significant changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15 of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
There have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table sets forth information with respect to purchases made by us or on our behalf of our Common Stock during the periods indicated.
Period
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Programs (1)
Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (1)
July 1 - July 31
60
$
23.20
60
4,383,035
August 1 - August 31
4,399
29.10
4,399
4,378,636
September 1 - September 30
—
—
—
4,378,636
Total
4,459
$
29.02
4,459
4,378,636
(1)Through September 30, 2026, our Board of Directors had authorized the repurchase of up to approximately 15.7 million shares of our outstanding Common Stock. Under these authorizations, we may repurchase shares of our Common Stock from time to time in the open market, pursuant to privately negotiated transactions or otherwise. As of September 30, 2026, we had repurchased approximately 11.3 million shares of our Common Stock under these authorizations. The repurchased shares are held in our treasury pending potential future issuance in connection with employee benefit, option or stock ownership plans or other general corporate purposes. These authorizations do not have an expiration date.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended September 30, 2026, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
The instance document does not appear in the interactive data file because its XBRL (Extensible Business Reporting Language) tags are embedded within the Inline XBRL document.
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.