8-K

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


Form 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report May 27, 2011
Date of earliest event reported May 27, 2011


Commission file no. 333-133184-12


Neiman Marcus, Inc.
(Exact name of registrant as specified in its charter)

Delaware	20-3509435
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1618 Main Street Dallas, Texas	75201
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (214) 743-7600

Not Applicable(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following information is being furnished, not filed, pursuant to Item 2.02. Accordingly, this information will not be incorporated by reference into any registration statement filed by Neiman Marcus, Inc. under the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference.

On May 27, 2011 Neiman Marcus, Inc. issued a press release announcing its results of operations and financial condition for the fiscal third quarter ended April 30, 2011.  A copy of this press release is attached as Exhibit 99.1.

The press release contains information relating to EBITDA.  Management has included this information because it believes it more accurately reflects results from core operating activities and is a better base from which to measure the company's future performance.

ITEM 9.01.	FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(d)	Exhibits.
	99.1 Press release dated May 27, 2011 announcing financial results for the fiscal third quarter ended April 30, 2011.

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 hereunto duly authorized.

SIGNATURES

	NEIMAN MARCUS, INC.
Date: May 27, 2011	By: /s/ T. Dale Stapleton
		T. Dale Stapleton
		Senior Vice President and Chief Accounting Officer
		(principal accounting officer of the registrant)

EX-99.1

Exhibit 99.1

Neiman Marcus, Inc. Reports Third Quarter Results

DALLAS--(BUSINESS WIRE)--May 27, 2011--Neiman Marcus, Inc. today reported financial results for the third quarter of fiscal year 2011. For the 13 weeks ended April 30, 2011, the Company reported total revenues of $983.8 million compared to $895.2 million in the prior year. Comparable revenues increased 9.7 percent. Operating earnings for the third quarter of fiscal year 2011 were $123.2 million compared to $85.3 million for the third quarter of fiscal year 2010, an increase of 45 percent.

The Company reported net earnings of $46.2 million for the 13 weeks ended April 30, 2011 compared to $18.5 million in the prior year. EBITDA for the third quarter of fiscal year 2011 was $169.9 million compared to EBITDA of $138.3 million in the third quarter of fiscal year 2010, an increase of 23 percent.

For the 39 weeks ended April 30, 2011, the Company reported total revenues of $3.08 billion compared to $2.87 billion in the prior year. Comparable revenues increased 7.3 percent. The Company recorded operating earnings for the 39 weeks ended April 30, 2011 of $312.3 million compared to $227.3 million for the comparable period a year ago, an increase of 37 percent.

The Company reported net earnings of $93.0 million for the 39 weeks ended April 30, 2011 compared to $30.9 million in the prior year. EBITDA for the 39 weeks ended April 30, 2011 was $457.2 million compared to EBITDA of $387.1 million for the 39 weeks ended May 1, 2010, an increase of 18 percent.

Other Items

A live webcast of the conference call on earnings can be accessed through the Investor Information section of the Neiman Marcus, Inc. website at www.neimanmarcusgroup.com on Friday, May 27, 2011 beginning at 8:30 a.m. Central Daylight Time. Following the live broadcast, interested parties may replay the webcast by accessing this website. To access financial information that will be presented during the call, please visit the Investor Information section of the Neiman Marcus, Inc. website at www.neimanmarcusgroup.com.

From time to time, the Company may make statements that predict or forecast future events or results, depend on future events for their accuracy or otherwise contain "forward-looking information." These statements are made based on management's expectations and beliefs concerning future events and are not guarantees of future performance.

The Company cautions readers that actual results may differ materially as a result of various factors, some of which are beyond its control, including but not limited to: political or economic conditions; terrorist activities in the United States and elsewhere; disruptions in business at the Company’s stores, distribution centers or offices; changes in consumer confidence resulting in a reduction of discretionary spending on goods; changes in demographic or retail environments; changes in consumer preferences or fashion trends; competitive responses to the Company’s marketing, merchandising and promotional efforts; changes in the Company’s relationships with key customers; delays in the receipt of merchandise; seasonality of the retail business; adverse weather conditions, particularly during peak selling seasons; delays in anticipated store openings or renovations; natural disasters; significant increases in paper, printing and postage costs; litigation that may have an adverse effect on the Company’s financial results or reputation; changes in the Company’s relationships with designers, vendors and other sources of merchandise; the Company’s success in enforcing its intellectual property rights; the effects of incurring a substantial amount of indebtedness under the Company’s senior secured credit facilities, senior notes and senior subordinated notes and of complying with the related covenants and conditions; the financial viability of the Company’s designers, vendors and other sources of merchandise; the design and implementation of new information systems or enhancement of existing systems; changes in foreign currency exchange rates or inflation rates; impact of funding requirements related to the Company’s noncontributory defined benefit pension plan; changes in the Company’s relationships with certain of key sales associates; changes in key management personnel; changes in the Company’s proprietary credit card arrangement that adversely impact its ability to provide consumer credit; or changes in government or regulatory requirements increasing the Company’s cost of operations.

These and other factors that may adversely effect the Company’s future performance or financial condition are contained in its Annual Report in Form 10-K and other reports filed with and available from the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.

NEIMAN MARCUS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands)	April 30, 2011		May 1, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	522,373	$	513,273
Merchandise inventories		845,070		779,376
Other current assets		109,935		103,890
Total current assets		1,477,378		1,396,539
Property and equipment, net		877,439		926,838
Goodwill		1,263,433		1,263,433
Intangible assets, net		1,894,784		1,960,570
Other assets		54,112		70,635
Total assets	$	5,567,146	$	5,618,015
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	214,968	$	203,506
Accrued liabilities		406,562		379,147
Other current liabilities		-		34,088
Total current liabilities		621,530		616,741
Long-term liabilities:
Long-term debt		2,879,818		2,972,271
Deferred income taxes		661,243		697,173
Other long-term liabilities		366,241		333,766
Total long-term liabilities		3,907,302		4,003,210
Total shareholders’ equity		1,038,314		998,064
Total liabilities and shareholders’ equity	$	5,567,146	$	5,618,015

NEIMAN MARCUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
(in thousands)	April 30, 2011			May 1, 2010			April 30, 2011			May 1, 2010
Revenues	$	983,815		$	895,169		$	3,082,622		$	2,866,430
Cost of goods sold including buying and occupancy costs		593,496			553,227			1,949,815			1,848,936
Selling, general and administrative expenses		232,948			220,693			709,642			677,090
Income from credit card program, net		(12,499	)		(17,060	)		(33,987	)		(46,719	)
Depreciation expense		31,554			34,719			97,421			104,923
Amortization of intangible assets		10,607			13,845			34,063			41,536
Amortization of favorable lease commitments		4,469			4,469			13,408			13,408
Operating earnings		123,240			85,276			312,260			227,256
Interest expense, net		51,676			59,390			165,354			177,759
Earnings before income taxes		71,564			25,886			146,906			49,497
Income tax expense		25,327			7,431			53,901			18,557
Net earnings	$	46,237		$	18,455		$	93,005		$	30,940

NEIMAN MARCUS, INC.
OTHER OPERATING DATA
(UNAUDITED)
SEGMENTS:	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
(dollars in millions)	April 30, 2011			May 1, 2010			April 30, 2011			May 1, 2010
REVENUES:
Specialty Retail Stores	$	804.4		$	740.7		$	2,502.1		$	2,343.5
Direct Marketing		179.4			154.5			580.5			522.9
Total	$	983.8		$	895.2		$	3,082.6		$	2,866.4
OPERATING EARNINGS:
Specialty Retail Stores	$	120.9		$	98.0		$	314.0		$	252.9
Direct Marketing		33.4			28.9			94.6			91.3
Corporate expenses		(15.9	)		(13.8	)		(46.9	)		(42.8	)
Other expenses		(0.1	)		(9.5	)		(1.9	)		(19.2	)
Amortization of intangible assets and favorable lease commitments		(15.1	)		(18.3	)		(47.5	)		(54.9	)
OPERATING EARNINGS	$	123.2		$	85.3		$	312.3		$	227.3

Other expenses consists of costs (primarily professional fees and severance) incurred in connection with corporate initiatives and cost reductions.

NEIMAN MARCUS, INC.
OTHER OPERATING DATA
(UNAUDITED)
OTHER DATA:
	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
(dollars in millions)	April 30, 2011		May 1, 2010		April 30, 2011		May 1, 2010
Capital expenditures	$	24.8	$	14.7	$	66.0	$	43.1
Depreciation	$	31.6	$	34.7	$	97.4	$	104.9
Amortization of intangibles	$	15.1	$	18.3	$	47.5	$	54.9
Rent expense	$	21.9	$	20.5	$	65.8	$	63.9
EBITDA	$	169.9	$	138.3	$	457.2	$	387.1

*For an explanation of EBITDA, see “Non-GAAP Financial Measure.”

NEIMAN MARCUS, INC.

NON-GAAP FINANCIAL MEASURE

(UNAUDITED)

The following table reconciles net earnings as reflected in the Company’s condensed consolidated statements of operations prepared in accordance with GAAP to EBITDA:

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
(dollars in millions)	April 30, 2011		May 1, 2010		April 30, 2011		May 1, 2010
Net earnings	$	46.2	$	18.5	$	93.0	$	30.9
Income tax expense		25.3		7.4		53.9		18.6
Interest expense, net		51.7		59.4		165.4		177.8
Depreciation expense		31.6		34.7		97.4		104.9
Amortization of intangible assets and favorable lease commitments		15.1		18.3		47.5		54.9
EBITDA	$	169.9	$	138.3	$	457.2	$	387.1

We present the financial performance measure of earnings before interest, taxes, depreciation and amortization (EBITDA) because we use this measure to monitor and evaluate the performance of our business and believe the presentation of this measure will enhance investors’ ability to analyze trends in our business, evaluate our performance relative to other companies in our industry and evaluate our ability to service our debt. EBITDA is not a presentation made in accordance with generally accepted accounting principals in the U.S. (GAAP). Our computation of EBITDA may vary from others in our industry.

The non-GAAP measure of EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the indentures governing NMG’s Senior Secured Asset-Based Revolving Credit Facility, Senior Secured Term Loan Facility, Senior Notes and Senior Subordinated Notes. EBITDA should not be considered as an alternative to operating earnings or net earnings as a measure of operating performance. In addition, EBITDA is not presented as and should not be considered as an alternative to cash flows as a measure of liquidity. EBITDA has important limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. For example, EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; does not reflect changes in, or cash requirements for, our working capital needs; does not reflect our considerable interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; excludes tax payments that represent a reduction in available cash; and does not reflect any cash requirements for assets being depreciated and amortized that may have to be replaced in the future.

CONTACT:
Neiman Marcus, Inc.
Stacie Shirley, 214-757-2967
Senior Vice President – Finance
and Treasurer
or
Mark Anderson, 214-757-2934
Director – Finance