Good morning, everyone and welcome to the Marcus Corporation Second Quarter Earnings Conference Call. My name is Chris, and I will be your operator for today. [Operator Instructions]. As a reminder, this conference is being recorded. Joining us today are Greg Marcus, President and Chief Executive Officer; and Doug Neis, Executive Vice President, Chief Financial Officer and Treasurer of the Marcus Corporation. At this time, I would like to turn the program over to Mr. Neis for his opening remarks. Please go ahead, sir.

Thank you and welcome everybody to our fiscal 2019 second quarter conference call. Now you know as usual, I do begin by stating that we plan on making a number of forward-looking statements in our call today. And these forward-looking statements could include, but not be limited to, statements about our future revenues and earnings expectations; our future RevPAR, occupancy rates and room rate expectations for our hotels and resorts division; our expectations about the quality, quantity and audience appeal of film products expected to be made available to us in the future; expectations about the future trends in the business group and leisure travel industry and in our markets; our expectations and plans regarding growth and number and type of our properties and facilities; our expectations regarding various nonoperating line items on our earnings statement; and our expectations regarding future capital expenditures. Of course, our actual results could differ materially from those projected or suggested by our forward-looking statements. Factors, risks and uncertainties, which could impact our ability to achieve our expectations, are included in the Risk Factors section and our 10-K and 10-Q filings, which can be obtained from the SEC or the company. We'll also post our Regulation G disclosures when applicable on our website at www.marcuscorp.com. So with that behind us, let's talk about our fiscal 2019 second quarter and first half. Thanks primarily the Movie Tavern, we are reporting a record second quarter for our theater division, despite the fact that comparable box office revenues were down versus the prior year. And as we noted in our press release, last year's second quarter was not only a record for that particular quarter, it was an all-time record for any quarter in our history. And you may also recall that we outperformed the industry by approximately…

Thanks, Doug. I'll begin my remarks today with our theater division. You've seen the numbers and heard some additional detail from Doug. We just finished a quarter that saw nearly every box office record known to man broken by a little film called Avengers: Endgame. We were going up against the best quarter in our history and thanks to our recent acquisition, we beat it. We were going up against a quarter where we outperformed the industry by 10 percentage points. And rather than reverting to the mean, which frankly might be understandable, we beat the industry again. Think about that. We spotted the rest of the industry 10 points and yet we were able to hold on to what we gained last year and still come ahead on a comparable theater basis. That's something our outstanding theater team led by Rolando Rodriguez should be very proud of. I'm starting my comments this way to provide some perspective to the narrative about the future of our business. Yes, streaming is important to the home video experience, but it is home video. We are not the same. Ours is an out-of-home experience that is differentiated. And thanks to that differentiation, we reported the number one and number two best quarters in our history in successive years. Of course, if you have been following us for a while, you know that we have seen this movie before. Two summers ago, everyone was predicting the end of the world as we know after a weak summer film slate. We then proceeded to follow that up with record 2018 box office results. And keep in mind that 2018 was an unusual year, nearly 60% of our 2018 theater division operating income was reported in our first half of the year as film product was…

[Operator Instructions]. And our first question comes from the line of Mike Hickey from Benchmark.

Greg, Doug. Congrats, guys, great quarter. You've got nice data in there. I guess first, Greg, you talked about Saint Kate. Congratulations, a really beautiful hotel and experience and a great location, obviously, loyal to the arts in that area. I guess could give a little bit more data on sort of how it's tracking initially versus your expectations? And maybe a little bit more clarity just in terms of how you expect to sort of ramp business into 2020?

How's it -- well, I have very high expectations, Mike. But I thank you for your comments on it. It's -- it did turn out beautifully. It's just very hard to tell. This is some new ground for us and new territory. We have independent hotels, but you think about the Fister, it's independent, but it has 125 years of track record. So this one is new for us. It's ramping, yes, it's moving along. We're seeing progress. We're seeing great response, people love it. I don't think we've gone and actually made any comments about what we think it's going to do. But I think we'll -- it's going to do well over time and as people get to know what it is. That's for us, that's the big challenge is getting people to know about it. The fortunate thing is here in Milwaukee, we have an established sales team already selling two other hotels. And so I think that gives us a leg up over anybody else trying to do something like this.

We mentioned, Mike, in our prepared remarks that group business is always a leg with that. And so think about like wedding business, for example. What I'm hearing is the initial reaction of brides when they have seen the -- it now has been fantastic, but there's a lead time to that. So now that people will get a chance to see the property, that bodes better for 2020, which is what part of your question was, is that we have a chance to start selling into 2020 now with groups and that's going to be really important for our success.

Do you guys think if this sort of hits the numbers you think you can do, that you sort of expand the concept onto other properties? Or is this just sort of a one-off thing?

Well, my entire hotel team, who's exhausted from what we just put them through to get it open. I'm not sure what I should say because they're probably -- most of -- many of them are listing right now. Let's take it one step at a time, let's see how this does. I mean look at it, it's not -- we didn't invent the idea of doing an arts-focused hotel. There are others out there who have done it and there are others who have repeated the concept. So but let's get this one working and then we'll go from there. We've taken a different tack with it in terms of adding the performing arts to it. And so -- and the way we've treated the -- the thing that we were very sensitive to, and I think you probably can attest to it having seen it. And a lot of arts hotels, they call themselves an arts hotel, it's a marketing gimmick, and it's typically just decoration. I think that we embrace the idea of really being an arts hotel and embracing the local community as well as an international arts community and that took a lot of work and getting it in place. So we'll see how it goes.

All right. All right. Well, best of luck on that. I guess last question from me. You mentioned some menu changes to Movie Tavern, I think we were sort of expecting that, but if you could sort of maybe give us a little bit more info on the changes you made. And if at this point, maybe remind us what the operating income was from that asset, if you at this point think changes you've made and the growth, if you think you can expand upon your original? Or what the original range was for operating income when you acquired the asset?

All right. We'll take that in two parts, Mike. On the menu changes, the one observation that we made going into this was that the menu needed to be simplified. There was -- the previous ownership group had taken the tactic, strategy of really taking -- they wanted to take the menu up a notch. And then they had added a lot of complication to that, a lot of prep time. It took a lot of labor and it was very complicated to produce. We want the menu to be regarded as highly -- from a quality standpoint, if not higher, but we felt we could bring in the things that we do well. The Zaffiro's Pizza, the burgers, our -- basically, our base where we started with our burger, the -- our smash burgers. Bringing those in, which we think are among the best in the business and taking -- and bringing that and then leading with that kind of product. So it was an approach to make the menu easier, which made -- which obviously that makes the kitchen a lot happier, and it makes the whole team happier because it's easier to staff. And that's been our big push. And I think we're going to continue to be focusing on how to make that menu easier to deliver because as we pointed out in our comments, we have been very focused on increasing occupancy. And as we increase occupancy, ease of delivery is going to be of paramount importance.

Yes. And then just I'm going to talk, kind of at 30,000 feet, Mike, as it relates to the where we're headed towards the operating income. I think we generally feel like we're on the right path to getting to where -- to how we modeled this out. We're not there yet. Doing things like the menu changing that Greg just talked about, certainly is a big part of that because that goes to the cost. So it's a multi-prong approach, right. We're trying -- we're putting a lot of -- many more people through these buildings now because of our focus on attendance. And then so that's certainly a key component here is to be able to be leverage some of the fixed costs that are already there and get more throughput, but then that creates the operational challenges. And so getting the labor and the food cost to where we want them to be, it kind of goes hand-in-hand with that. So I mean our sense is that we're certainly on the path that we think we should be to get to the kind of the numbers that we've talked about. We're still looking at this thing in the first 12 months being accretive over that first 12 months and it's excluding the acquisition, preopening expenses. And again, all -- like our latest rollout of the loyalty program is a big part of that now. It's brand new, it's to that marketplace -- those marketplaces, and we're getting sign-ups and we'll be able to start communicating with those people. And it all becomes part of that puzzle towards driving attendance and then ultimately, driving the bottom line.

Our next question comes from the line of Jim Goss with Barrington Research.

I might just follow up a little bit more on what Mike was asking you about Saint Kate. One in particular that, are you anticipating that it should become somewhat of a tourist destination versus largely shifting attendance from other hotels, including your own? And sort of on a related basis, basis, what are the notable highlights of downtown Milwaukee is your spectacular art museum? I wonder if you do tie-ins with that sort of thing?

Jim, you must have been in the meetings when we planned this hotel out. Because the discussion -- you are exactly right. And my operating team will be the first look at us and say, hotels, typically, when you build one, they really come -- they don't create demand. They come to the demand pool. They are just supply, and they expect -- you expect to get a certain share of that demand pool. And I said, "That's great. But if this is going to succeed, what we need is to create something that will induce demand." Obviously, look at, we are part of the -- we are dipping into the demand pool. I mean we just had Northwestern Mutual here in the city, it was a sellout for the city, and we all participate in that. It's a great conference. It's put on by one of our premium corporate companies in town. But the idea that someone in Chicago or Minneapolis or St. Louis, or you pick your market, says -- looks and says, boy, what should we do this weekend? I don't think anybody says, "I've heard there's this great pick your brand that just opened up in Milwaukee. We should go there." But what we do hope people say is, "I heard there's this really excellent arts hotel that is an experience." And it's this about experiential travel, that's what we are trying to tap into here. And that will in and of itself increase the side of the demand pie that we can all dip into. So you are right. That's where we're going with that. On the question of -- what was the question about -- what was your second question?

It was the tie-in with the Milwaukee Art Museum?

Yes. The art museum. We are working with the art museum, but our bigger tie-in actually has been -- and this has been a really great win-win, I think, for both of us, has been that we have -- our premier gallery when you come in, is a partnership with the Museum of Wisconsin Art, which is a wonderful institution, housed in -- its headquarters is in West Bend, which is about 45 minutes northwest of Milwaukee. And it is an incredible collection of art that they've put together. And they wanted a downtown venue and we provided that venue. And that's been -- and their first exhibit is focused on downtown Milwaukee in terms of the artwork they have put up. And they asked us some tough questions, and it points at the beauty and things that aren't so beautiful. And that -- which is exactly what we were going for. And it really is well done, and as -- I think it's a great asset for the hotel and a great asset for the Museum of Wisconsin Art. But that being said, we're working with lots of arts groups, and we curate our own exhibits, and we expect to have a good relationship with the art museum as well.

Okay. And you were early on in this $5 Tuesdays idea, maybe you invented it. I'm wondering if your loyalty program data or other data supports your long-held view that Tuesday audience is incremental rather than shifted and to what extent?

Oh, absolutely. Because we do track the number of the guests who show up on the weekends, who show up on Tuesdays, and we see that. And we see an overlap, I don't have that number right at my fingertips. And that's generally not something we disclose, but we can see it. And we can see the benefit of Tuesday, when we look at our performance as it relates to the industry, we're able to see that we're getting incremental customers, clearly getting incremental customers. You can see it in numbers. You can see it -- if you just go to the theater, you'll see customers and you hear customers saying -- now, not anymore because it has been going on for so long, but when we first did it: "I haven't been to the movies in the long time, but you got me with this program." And so we can tell the data, that it's incremental, and that exposing people of the marketing and to the trailers is beneficial to [indiscernible] overall.

Okay. And Doug, you're talking about factors like the reseating and PLF factors and the film mix toward younger versus older that affected the pricing in the latest quarter. I'm wondering if you look at some of the same plans or the film schedule for Q3 and Q4, if you have any bias for pricing that you think we should build into our mindset going to these periods?

I mean look, obviously, the big movie playing right now is Lion King. And so that would logically skew a -- once again, similar to what happened in the second quarter. But -- and we've got Frozen 2 coming out in the fourth quarter. But I think from a -- just on a pure percentage basis, again, having 3 of our 5 films in this quarter be generally aimed to a younger audience, I don't -- the expectation generally in the second half of the year, the way that the studios release their film product, that's not typical. And so I don't -- based on the lineup and the number of the movies we list, obviously in the press release, and you've seen the lineup, it probably won't skew quite as much that -- in that direction in the second half of the year. And you've got some -- I mean look at some of the pictures. I mean you've got Hobbs & Shaw in August. It's going -- it should be really great business, and you've got it in September. And then you -- obviously, we're looking at some films like Jumanji and Star Wars and just a whole host of other films that are coming out in the fourth quarter. So it's not an exact science, Jim, but I think most of the younger audience pictures now have played other than Frozen 2.

And with the planned reseating initiatives you have and some additional PLF screens, we should have a bit of an upward bias going on.

Yes, a bit of an upward bias there, particularly on our Movie Tavern theaters, that's where the PLFs have been primarily been added in the second and now third quarters. The -- there's a little bit of DreamLounger work being done as well. And that can provide a little bit of a price impetus as well, but not to the same extent to what we were seeing previously, as you know, Jim. So there's -- just in general, there's still somewhat of an upward bias to it, no question about it.

Okay. Maybe lastly, you were talking about exposure to new markets with Movie Tavern. Are there any -- are there 1 or 2 or 3 markets that you've become exposed to that you're starting to think more of in terms of maybe incremental M&A, as you look at opportunities around the country? Is that giving you some like on-ground experience that's creating more of an interest on your part?

Well, I'm not sure I'd say we have more of an interest because we've had an interest in a number of these markets beforehand, just because we like the idea of being in growth markets. I mean, if you think about what's going on in Texas, heavy growth markets. That kind of -- that area, Atlanta is a growth market. Any of those markets where we can -- where we're seeing growth has got our attention. It's -- but it's helpful to be there and it certainly makes -- as we look at things, it makes it easier to analyze and easier to rationalize.

[Operator Instructions]. And our next question comes from the line of Ryan Hamilton with Morgan Dempsey.

Could you kind of talk a little bit maybe about the -- kind of the transition from online sales to sales at kiosks and sales that are going on inside the theater, and kind of how that's changing the dynamic? And maybe give us a feel for what percentage of sales are being sold online versus in the theater?

Oh, are you -- so you mean how many people are buying online compared to buying at the box office?

Yes. I'm just kind of curious how many of these are last-minute purchases versus planning ahead? It just kind of gives me a feel for what's going on inside of the business there.

Well, first of all, I think if you want take a very macro, let's call it top-down approach, you would say that yes, there's been a -- you are seeing a move to move to online, and we don't release those percentages, I don't have them handy. But I know that we have seen a significant, increased amount of people who are buying ahead of time and online. The primary impetus for that had been -- there had been the move to reserve seating. And with that, the customer and because we would shrink the seat count -- look at, the busier you are, the more you have to think ahead of time, which leads to my next point, which is when you take now a more a bottom-up approach. And then have you say, look at -- look, it depends on the movie. If it's going to be like Lion King, we are seeing significant early online sales. Tuesdays, we see significant -- busy, especially busy Tuesdays, people thinking ahead and grabbing their seats early. But if it's not something like that, then there's probably less -- not probably, there is less preplanned purchasing and it's more really right before show times.

Okay. Right. I had heard something on like Endgame that they had sold more online tickets in the first 24 hours something of them going on sale than any movie in history or something along those lines. So I was curious as to the dynamics there. My next question, could you maybe just touch on the Movie Tavern, if they had any kind of promotional events similar to what you had. I know that you said you implemented the $5 Tuesday. Did they have something like that before you acquired them?

Not really. Not really. I mean, they -- not to -- we make it an event, as you know, Ryan, I mean $5 Tuesdays is, we scream it from the mountaintop, and we have a great ground game where we get the word out to the surrounding community about the program. And so, no. I think they had some -- a little bit of discount but it was just not something that had the same gravitas that our program has.

And we include free popcorn, so that's going to...

Yes, nobody has that.

That is a significant boost to that program.

And you're seeing a lot of traction with your movie rewards with their theaters now, with the Movie Tavern?

Yes, I mean it's -- as we mentioned, we really rolled it out during the month of May. And so it's early, but I think our team is pleased with the sign-ups that we've gotten so far, and you get the free popcorn by now being a member of the program and that certainly, on Tuesdays, helps drive sign-ups. We're not -- at this point, we're not disclosing the numbers yet, but I will tell you that our total membership now is up to 3.5 million members.

A little under 3 million.

And so we're -- that's a lot of people, that's a lot of guests that now have signed up for this program in total for all of our concepts.

Wow. That's great. I guess my last question is with the Movie Tavern business, is that going to be similar as far as what you're using in your existing chain, where you've got some of your Retro Series? Will you be implementing any of that at the Movie Tavern? Or is that going to be mostly for current-run movies?

No, all the programs that we've got -- we are going to run through the Movie Tavern. Again, our approach, which I think is the right approach, has been to really imbue a real theatre operator orientation to Movie Tavern. And that is what leads to us trying to drive attendance. And the more people we bring in, the more we can sell them. So that's why we are on the path we are.

Thank you. At this time, it appears there are no other questions. I would like to turn the call back to Mr. Neis for any additional or closing comments.

Well, thank you, and we want to thank everybody for joining us today. We look forward to talking to you again in October when we release our fiscal 2019 third quarter result. Until then, thanks and have a great day.

That concludes today's call. You may all disconnect your lines at this time.