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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended  August 26, 2004

For the transition period from __________ to __________

Commission File Number 1-12604

Registrant’s telephone number, including area code:  (414) 905-1000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

COMMON STOCK OUTSTANDING AT OCTOBER 4, 2004 – 20,790,884
CLASS B COMMON STOCK OUTSTANDING AT OCTOBER 4, 2004 – 9,323,660

THE MARCUS CORPORATION

INDEX

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PART I — FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

THE MARCUS CORPORATION
Consolidated Balance Sheets

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION
Consolidated Balance Sheets

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION
Consolidated Statements of Earnings (Unaudited)

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION
Consolidated Statements of Cash Flows (Unaudited)

*Includes $160 of cash included in assets of discontinued operations.

See accompanying notes to consolidated financial statements.

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THE MARCUS CORPORATION

CONDENSED NOTES TO FINANCIAL STATEMENTS FOR THE
THIRTEEN WEEKS ENDED
AUGUST 26, 2004
(Unaudited)

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Item 2.   Management’s Discussion and Analysis of Results of Operations and Financial Condition

Special Note Regarding Forward-Looking Statements

        Certain matters discussed in this Management’s Discussion and Analysis of Results of Operations and Financial Condition 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 will 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 could cause results to differ materially from those expected, including, but not limited to, the following: (i) the availability, in terms of both quantity and audience appeal, of motion pictures for our theatre division; (ii) the effects of increasing depreciation expenses and preopening and start-up costs due to the capital intensive nature of our businesses; (iii) the effects of adverse economic conditions in our markets, particularly with respect to our hotels and resorts division; (iv) the effects of adverse weather conditions, particularly during the winter in the Midwest and in our other markets; (v) the effects on our occupancy and room rates from the relative industry supply of available rooms at comparable lodging facilities in our markets; (vi) the effects of competitive conditions in the markets served by us; (vii) our ability to identify properties to acquire, develop and/or manage and continuing availability of funds for such development; (viii) the adverse impact on business and consumer spending on travel, leisure and entertainment resulting from terrorist attacks in the United States, the United States’ responses thereto and subsequent hostilities; and (ix) our decisions regarding the use of the proceeds received from the sale of our limited-service lodging division. 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

        We report our consolidated and individual segment results of operations on a 52-or-53-week fiscal year ending on the last Thursday in May. Fiscal 2005 and 2004 are both 52-week years. We divide our fiscal year into three 13-week quarters and a final quarter consisting of 13 or 14 weeks. Our primary operations are reported in the following two business segments: movie theatres and hotels and resorts. As a result of our recent sale of substantially all of the assets of our limited-service lodging division, this segment has been presented as discontinued operations in the accompanying financial statements and in this discussion and prior year results have been restated to conform to the current year presentation.

        The following table sets forth revenues, operating income, earnings from continuing operations, earnings from discontinued operations, net earnings and earnings per share for the comparable first quarters of fiscal 2005 and 2004 (in millions, except for per share and variance percentage data):

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        An increase in revenues and operating income (earnings before other income/expense and income taxes) from both our theatre division and hotels/resorts division during the first quarter of fiscal 2005 compared to the same period last year contributed to our overall improved operating results. The theatre division benefited from several strong films during the quarter and our lodging divisions, including our discontinued limited-service lodging division, benefited from an improving economic environment and increases in business travel. Decreased interest expense and increased gains on disposition of property and equipment, partially offset by a slight decrease in investment income, also contributed to our increased earnings from continuing operations and net earnings during our fiscal 2005 first quarter compared to the same period last year.

        Our interest expense totaled $3.9 million for the first quarter of fiscal 2005 compared to $4.5 million during the same period last year. The decrease was primarily the result of a $31.5 million, or 12.9%, reduction in our long-term debt (including current maturities) at the end of the first quarter of fiscal 2005 compared to last year’s quarter-end. Due to the fact that we have paid off all of our outstanding short-term borrowings, consisting of commercial paper, as of August 26, 2004 with cash provided by operating activities, we do not expect our interest expense to change substantially during the remaining quarters of fiscal 2005 other than as a result of the payment of scheduled current maturities. Proceeds received as a result of the sale of our limited-service lodging division are currently invested in short-term cash instruments and as a result, we expect investment income to increase in future periods.

        Our continuing operations recognized gains on disposition of property and equipment totaling $966,000 during the first quarter of fiscal 2005 compared to only $14,000 during the prior year same period. The fiscal 2005 gain was the result of the sale of a 4-screen theatre in Beaver Dam, Wisconsin and the sale of a former restaurant parcel. The timing of periodic sales of our property and equipment may vary from quarter to quarter, resulting in variations in our gains or losses on disposition of property and equipment. We anticipate periodic additional sales of non-revenue generating property and equipment with the potential for additional gains on disposition from time to time during the remainder of fiscal 2005.

Theatres

        The following table sets forth revenues, operating income and operating margin for our theatre division for the first quarters of fiscal 2005 and 2004 (in millions, except for variance percentage and operating margin):

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        Consistent with the seasonal nature of the motion picture exhibition industry, the first quarter of our fiscal year is typically the strongest period for our theatre division due to the traditionally strong summer movie season. Our theatre division recognized record operating results for our fiscal 2005 first quarter, representing our fourth consecutive year of improved operating results during our first quarter compared to the prior year’s first quarter. Contributing to the increased first quarter operating margin were increased box office and concession revenues and reduced film rental costs and concession cost of sales.

        The following table breaks out revenues for the theatre division for the first quarter of fiscal 2005 and 2004 (in millions, except for variance percentage):

        The increase in our box office receipts and concession revenues for the first quarter of fiscal 2005 compared to the same period last year was due to an increase in attendance. In addition, our average ticket price increased 2.6% during the first quarter of fiscal 2005 compared to the same quarter last year. This increase in our average ticket price was attributable primarily to modest ticket price increases and occurred despite the fact that last year’s film product mix included an unusually high number of R-rated movies, which typically appeal to a smaller audience but result in a higher average ticket price due to fewer child admissions. Our average concession sales per person during the fiscal 2005 first quarter also increased 3.3% compared to the same period last year, contributing to the increased concession revenues during the fiscal 2005 first quarter. Other revenues, which include management fees and pre-show advertising income, decreased during our fiscal 2005 first quarter due to the fact that last year’s revenues (and resulting operating income and operating margin) were favorably impacted by an insurance settlement of approximately $400,000 related to a fire that occurred several years ago at one of our Milwaukee-area theatres. Overall, we expect other revenues to continue to increase during fiscal 2005.

        Total theatre attendance increased 4.4% during the first quarter compared to the same period last year. The traditionally strong movie-going Memorial Day weekend, which usually is included in the fourth quarter of our fiscal year, occurred during the first quarter of fiscal 2005, favorably impacting this year’s first quarter and comparisons to fiscal 2004 results. In fact, the division’s fiscal 2005 first quarter results benefited from record box office performance during both the Memorial Day and July 4th holiday weeks. The quarter opened very strong, with increased box office revenues during seven of the first eight weeks of the quarter. Attendance decreased during four of the last five weeks of the quarter, due in part to the fact that film companies generally front-loaded their schedules this summer in order to avoid competition from the television coverage of the Summer Olympics. The first quarter of fiscal 2005 included several blockbuster films, including Spider-Man 2, Shrek 2 and Harry Potter and the Prisoner of Azkaban.

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        Film product for the second quarter has thus far underperformed compared to the prior year, although September is typically our slowest month of the year. However, the outlook for the next two months currently appears to be favorable. October and November films such as Shark Tale, The Incredibles, The Polar Express and The SpongeBob SquarePants Movie are expected to perform well. In addition, each of these films is expected to have a strong appeal to families and teens, which generally bodes well for our concession business. There appears to be a good quantity of films scheduled for release during the upcoming holiday season as well, although we believe we may have a difficult time matching the box office results generated by the final installment of Lord of the Rings that was released early during the third quarter last year. Revenues for the theatre business and the motion picture industry in general are heavily dependent upon the general audience appeal of available films, together with studio marketing, advertising and support campaigns, all factors over which we have no control.

        We ended the first quarter of fiscal 2005 with a total of 448 company-owned screens in 41 theatres and 40 managed screens in 4 theatres compared to 454 company-owned screens in 43 theatres and 34 managed screens in 3 theatres at the end of the same period last year. We are currently converting a former IMAX® screen in Columbus, Ohio into our fifth UltraScreen® and we anticipate opening three additional screens at a theatre in Oshkosh, Wisconsin in time for the holiday season. In addition, we have also begun construction on three additional screens at a theatre in LaCrosse, Wisconsin, a new UltraScreen® at our theatre in Oakdale, Minnesota, and a new 12-screen theatre in Saukville, Wisconsin. We expect these 16 new screens to open during our third and fourth quarters of fiscal 2005. We continue to review additional opportunities to add new screens to existing locations and to develop new locations in and around our existing markets, including a recently announced new 14-screen location in Green Bay, Wisconsin.

Hotels and Resorts

        The following table sets forth revenues, operating income and operating margin for our hotels and resorts division for the first quarters of fiscal 2005 and 2004 (in millions, except for variance percentage and operating margin):

        Our first quarter is historically the strongest quarter of the year for our hotels and resorts division due to increased travel during the summer months at our predominantly Midwestern properties. Our hotels and resorts division recognized record operating results for our fiscal 2005 first quarter. Total revenues increased during the first quarter of fiscal 2005 compared to the same period last year, with the largest increases coming from our hotels that focus on the individual business traveler (the Pfister and the Hotel Phillips), along with an increase in revenues at our Miramonte Resort as a result of the recent opening of our new spa, THE WELL™. Operating income increased during the fiscal 2005 first quarter compared to the first quarter of fiscal 2004 as a result of the increased revenue and despite reduced earnings from our timeshare operations and approximately $200,000 of additional start-up costs associated with our Las Vegas hotel condominium project.

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        The total revenue per available room, or RevPAR, for company-owned properties increased 4.3% during the fiscal 2005 first quarter compared to the same quarter last year. The increase in RevPAR was due entirely to an increase in occupancy percentage (number of occupied rooms as a percentage of available rooms) of 3.9 percentage points, offset by an overall 1.3% decrease in average daily room rate (“ADR”) for these comparable properties, resulting principally from a small decrease in ADR at our group-oriented hotels and resorts.

        The current near-term outlook for the future performance of this division remains promising. The improvement we experienced during our first quarter at our hotels that cater to the individual business traveler, a segment of our customer base that has been lagging the market, was very encouraging. Conversely, the group business segment, which is very important to several of our other hotels and resorts, continues to be somewhat sporadic, slightly negatively impacting our fiscal 2005 first quarter results at those particular properties. As noted in previous discussions, corporate travel spending is not yet back to pre-September 11 levels, but it appears to be improving. We are pleased with the advanced booking pace at our hotels for the fall, and although lead times for these advanced bookings remain relatively short, we are beginning to note some lengthening of the lead times on advanced bookings for some of the larger conventions and groups. As a result, subject to economic conditions, we currently expect our division operating results to continue to improve during the remainder of fiscal 2005, with cost controls remaining a high priority.

        Planning continues on our Las Vegas condominium hotel joint venture, the Platinum Suite Hotel & Spa, with construction now expected to begin by the end of the calendar year with a targeted opening date in early calendar 2006. Construction continues on a company-owned hotel in downtown Chicago, Illinois that was originally expected to be a Baymont Inn & Suites. This project was not included in the sale of our limited-service lodging division and has been taken over by our hotels and resorts division. We are currently evaluating our options for this location, which include other brands. We also continue to pursue several new growth opportunities, with a focus on expanding our hotel management business. A number of the projects that we are currently exploring may also include some small equity investments.

Discontinued Operations

        On July 14, 2004, we signed a definitive agreement to sell our limited-service lodging division to La Quinta Corporation of Dallas, Texas. On September 3, 2004 (during our fiscal 2005 second quarter), the sale was completed for a total purchase price of approximately $415 million in cash (including approximately $44 million held in escrow pending completion of certain customary transfer requirements and including an additional $3 million received on September 10, 2004 for a joint venture property added to the transaction). La Quinta purchased our Baymont Inns & Suites, Woodfield Suites and Budgetel Inns brands, substantially all of the division’s real estate and related assets and assumed the operation of 90 company-owned and operated Baymont Inns & Suites, seven Woodfield Suites, one Budgetel Inn and the 87-unit Baymont franchise system (including four joint venture Baymont Inns & Suites that were excluded from the transaction and have become franchisees). The assets sold consisted primarily of land, buildings and equipment with a net book value of approximately $264 million as of August 26, 2004. As a result, we expect to report an after-tax gain on sale of discontinued operations of approximately $75 million during the second quarter of fiscal 2005, subject to any final post-close adjustments and a determination of our final transaction costs.

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        The results of our limited-service lodging division have been accounted for as discontinued operations in our consolidated financial statements for the first quarter of fiscal 2005 and prior year results have been restated to conform with the current year presentation. The following table sets forth revenues, operating income and income from discontinued operations, net of applicable taxes, for our limited-service lodging division for the first quarters of fiscal 2005 and 2004 (in millions, except for variance percentage):

        The increase in division revenues can be attributed primarily to an 8.1% RevPAR increase at our comparable company-owned and operated Baymont Inns & Suites and a 10.8% RevPAR increase at our Woodfield Suites properties during the first quarter of fiscal 2005 compared to last year’s first quarter RevPAR. The increase in RevPAR for the quarter was the result of increased occupancy percentage, as our ADR did not change materially from the prior year’s first quarter. Strong leisure travel and an improved climate for business travel contributed to the improved revenue results this quarter.

        The limited-service lodging division’s operating income and income from discontinued operations, net of applicable taxes, increased during the fiscal 2005 first quarter compared to the same period last year due primarily to the overall increase in revenues during this same period, reduced administrative costs and reduced depreciation expense of nearly $2 million due to the accounting requirement that we cease depreciating the division’s assets when the division qualified as being held for sale. Our fiscal 2005 second quarter income from discontinued operations will include one week of operations prior to completion of the sale, as well as results from four joint venture Baymont Inns & Suites that were excluded from the transaction and are now operating as Baymont franchises.

FINANCIAL CONDITION

        Our movie theatre and hotels/resorts businesses each generate significant and consistent daily amounts of cash because each segment’s revenue is derived predominantly from consumer cash purchases. We believe that these relatively consistent and predictable cash sources, together with the funds from our sale of the limited-service lodging division and the availability of $125 million of unused credit lines as of the end of the first quarter, should be adequate to support the near-term anticipated ongoing operational liquidity needs of our businesses.

        Net cash provided by operating activities decreased by $8.0 million during the first quarter of fiscal 2005 to $31.5 million, compared to $39.5 million during the prior year’s first quarter. The decrease was due primarily to the collection of a large note receivable last year during the first quarter, resulting in an unfavorable comparison in collections of accounts and notes receivable, partially offset by improved operating results.

        Net cash used in investing activities during the fiscal 2005 first quarter totaled $7.3 million, compared to $11.3 million during the fiscal 2004 first quarter. The decrease in net cash used in investing activities was primarily the result of increased cash proceeds from disposals of property and equipment and the fact that last year’s results included an increase in other assets not incurred this year. Capital expenditures totaled $8.8 million during the first quarter of fiscal 2005 compared to $9.3 million during the prior year’s first quarter. Fiscal 2005 first quarter capital expenditures included $5.0 million incurred in our hotels and resorts division, of which over half was related to the downtown Chicago development recently absorbed by that division. In addition, we incurred capital expenditures of approximately $1.6 million in our theatre division related to the previously identified growth projects and $2.1 million in our limited-service lodging division related to previously committed capital projects.

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        Net cash used in financing activities during the first quarter of fiscal 2005 totaled $20.0 million compared to $29.8 million during the first quarter of fiscal 2004. Excess cash available during the first quarter of both fiscal years was used to reduce our outstanding commercial paper borrowings during the quarter. Our principal payments on notes payable and long-term debt totaled $24.9 million during the first quarter of fiscal 2005 compared to $28.9 million during the same period last year. New debt of $4.7 million related to the Chicago project was added during the first quarter of fiscal 2005, compared to no new debt added during the same period last year. Due to the seasonal nature of our businesses, it is not unusual for us to reduce our overall debt levels during our typically strong first quarter. Our debt capitalization ratio was 0.34 at August 26, 2004, compared to 0.37 at the prior fiscal year-end.

        We currently estimate our final net proceeds, after tax, from the sale of our limited-service lodging division to be nearly $320 million, pending the outcome of potential income tax deferrals that may be available to us at a later date. Based upon receipt of those estimated proceeds, our current expectations for fiscal 2005 capital expenditure levels and additional potential asset sales proceeds, we currently anticipate that our debt-capitalization ratio will decrease further during fiscal 2005. Our actual long-term debt total and debt-capitalization ratio at the end of fiscal 2005 will be dependent upon our decisions regarding the use of the Baymont sale proceeds. We are actively evaluating the potential uses of the sale proceeds. We are committed to growing our two remaining divisions and we will also consider other opportunities and uses of the proceeds.

        The actual timing and extent of the implementation of our current expansion plans will depend in large part on industry and general economic conditions, our financial performance and available capital, the competitive environment, evolving customer needs and trends and the availability of attractive opportunities. It is likely that our plans will continue to evolve and change in response to these and other factors.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

        We have not experienced any material changes in our market risk exposures since May 27, 2004.

Item 4.    Controls and Procedures

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PART II – OTHER INFORMATION

Item 2.    Changes in Securities, Use of Proceeds and Issuers Purchasers of Equity Securities

        Through August 26, 2004, our board of directors has approved the repurchase of up to 4.7 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. 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.

        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. All of these repurchases were from employees who tendered shares in connection with the exercise of stock options and pursuant to the publicly announced repurchase authorizations described above.

Item 6.    Exhibits and Reports on Form 8-K

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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