8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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

Date of Report: September 19, 2013

Date of Earliest Event Reported: September 19, 2013

Commission file no. 333-133184-12

Neiman Marcus Group LTD 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.)
One Marcus Square 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):

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

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

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

oPre-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

On September 19, 2013, Neiman Marcus Group LTD Inc., formerly Neiman Marcus, Inc. (the “Company”), issued a press release announcing its results of operations and financial condition for the fiscal fourth quarter ended and the fiscal year ended August 3, 2013 (“fiscal 2013”).  A copy of this press release is attached as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure

In connection with the launch of the financing activities related to the acquisition (the “Acquisition”) of the Company pursuant to the Agreement and Plan of Merger, dated as of September 9, 2013, among the Company, NM Mariposa Holdings, Inc., a Delaware corporation, and Mariposa Merger Sub LLC, a Delaware limited liability company, the Company intends to include Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, and certain other items noted in the reconciliation below) for fiscal years 2009 through 2013 in the materials related to such financings. The following table reconciles the Company’s net earnings (loss), as reported in the earnings release included as Exhibit 99.1 to this current report for fiscal 2013 and in the Company’s prior disclosures for fiscal years 2009 to 2012, to its Adjusted EBITDA for such years. Each of the Company’s fiscal years 2009 to 2012 consists of 52 weeks; fiscal 2013 consists of 53 weeks. The differing length of certain fiscal years may affect the comparability of the data provided in the following table.

	Fiscal Year Ended
($ in thousands)	August 3, 2013		July 28, 2012		July 30, 2011		July 31, 2010			August 1, 2009
Net earnings (loss)	$	163,699	$	140,086	$	31,623	$	(1,838	)	$	(668,046	)
Interest expense, net	168,955		175,237		280,453		237,108			235,574
Income tax expense (benefit)	113,733		88,251		17,641		(3,475		)	(220,445		)
Depreciation expense	141,515		130,119		132,433		141,839			150,759
Amortization of intangible assets and favorable lease commitments	47,436		50,123		62,548		73,259			72,703
EBITDA	$	635,338	$	583,816	$	524,698	$	446,893		$	(429,455	)
Equity in loss of foreign e-commerce retailer (1)	13,125		1,514		—		—			—
Non-cash stock-based compensation expense (2)	9,710		6,914		3,943		10,063			5,785
Impairment charges (3)	—		—		—		—			703,266
Advisory and other fees (4)	5,409		6,161		—		—			—
Management fee paid to current sponsors (5)	10,000		10,000		10,000		9,232			9,108
Adjusted EBITDA	$	673,582	$	608,405	$	538,641	$	466,188		$	288,704

(1) In the third quarter of fiscal year 2012, the Company purchased a non-controlling interest in a foreign e-commerce retailer. This amount represents the non-cash charges attributable to the Company’s proportionate share of the losses generated by the foreign e-commerce retailer recorded pursuant to the equity method of accounting.

(2) The Company incurred non-cash stock-based compensation expense related to its stock option plan.

(3) In fiscal year 2009, the Company recorded impairment charges consisting of pretax charges of (i) $329.7 million for the writedown to fair value of goodwill, (ii) $343.2 million for the writedown to fair value of the net carrying value of tradenames and (iii) $30.3 million for the writedown to fair value of the net carrying value of certain long-lived assets.

(4) The Company incurred advisory and other fees primarily related to its international investment in a foreign e-commerce retailer and its strategic review of its business and growth opportunities in fiscal years 2012 and 2013.

(5) Pursuant to a management services agreement with the Company’s current sponsors, and in exchange for consulting and management advisory services, the current sponsors received an aggregate annual management fee equal to the lesser of (i) 0.25% of the Company’s consolidated annual revenues or (ii) $10 million. This management fee will cease to be payable upon consummation of the Acquisition.

2

Use of Non-GAAP Financial Measures

Adjusted EBITDA consists of EBITDA adjusted to eliminate the impact of certain non-cash and other items that are included in net earnings (loss) that the Company does not consider indicative of its ongoing core operating performance. The Company believes that the presentation of EBITDA and Adjusted EBITDA helps investors’ ability to analyze underlying trends in the Company’s business and evaluate its performance relative to other companies in its industry, provides useful information to both management and investors by excluding certain items that may not be indicative of the Company’s core operating results and helps investors to evaluate the Company’s ability to service its debt.

EBITDA and Adjusted EBITDA are not calculated or presented in accordance with GAAP and other companies in the Company’s industry may calculate EBITDA and Adjusted EBITDA differently than the Company, limiting their usefulness as comparative measures. These financial measures should not be considered as alternatives to net earnings (loss) or any other performance measures derived in accordance with GAAP, as measures of operating performance or operating cash flows or as measures of liquidity.

EBITDA and Adjusted EBITDA have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of the Company’s results as reported under GAAP. Some of these limitations include the fact that EBITDA and Adjusted EBITDA:

·do not reflect the Company’s cash expenditures, or future requirements, for capital expenditures or contractual commitments;

·do not reflect changes in, or cash requirements for, the Company’s working capital needs;

·do not reflect the Company’s considerable interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s debt;

·exclude certain tax payments that may represent a reduction in cash available to the Company; and

·do not reflect any cash requirements for assets being depreciated and amortized that may have to be replaced in the future.

Additionally, EBITDA and Adjusted EBITDA as presented herein do not give pro forma effect to the impact of the Acquisition on the Company’s financial results.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to the Company to invest in the growth of the Company’s business. The Company compensates for these limitations by relying primarily on the Company’s GAAP results and using these financial measures only as a supplement to the Company’s GAAP results.

In addition, in evaluating these financial measures, investors should be aware that in the future the Company may incur expenses similar to those eliminated in this presentation. The Company’s presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that the Company’s historical results were not and future results will not be affected by similar and/or other unusual or non-recurring items.

The foregoing information in Items 2.02 and 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Press release dated September 19, 2013 announcing financial results for the fiscal fourth quarter and fiscal year ended August 3, 2013.

3

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 hereunto duly authorized.

	NEIMAN MARCUS GROUP LTD INC.
Date: September 19, 2013	By:	/s/ T. Dale Stapleton
	Name:	T. Dale Stapleton
	Title:	Senior Vice President & Chief Accounting Officer

4

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated September 19, 2013 announcing financial results for the fiscal fourth quarter and fiscal year ended August 3, 2013.

5

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
CONTACT:	Stacie Shirley
	Senior Vice President — Finance
	and Treasurer
	(214) 757-2967
	Mark Anderson
	Director — Finance
	(214) 757-2934

NEIMAN MARCUS GROUP LTD INC. REPORTS

 FOURTH QUARTER AND FISCAL YEAR 2013 RESULTS

DALLAS, Texas, September 19, 2013 — Neiman Marcus Group LTD Inc. (formerly Neiman Marcus, Inc.) today reported financial results for both the fourth quarter and fiscal year ended August 3, 2013.  The Company’s fiscal year 2013 included a fifty-third week.  Unless otherwise stated, the fiscal year 2013 fourth quarter and fiscal year 2013 amounts are reported on a fourteen and fifty-three week basis, respectively.  However, revenues in the 53rd week are not included in any comparable revenue calculations.  The fiscal year 2012 fourth quarter and fiscal year 2012 amounts are reported on a thirteen and fifty-two week basis, respectively.

For the fourth quarter of fiscal year 2013, the Company reported total revenues of $1.12 billion compared to $1.01 billion in the prior year.  Comparable revenues increased 5.4 percent.  The Company reported operating earnings for the fourth quarter of fiscal year 2013 of $43.9 million compared to $25.5 million for the fourth quarter of fiscal year 2012.

The Company reported net earnings of $2.9 million for the fourth quarter of fiscal year 2013 compared to a net loss of $11.1 million in the prior year.  EBITDA for the fourth quarter of fiscal year 2013 was $96.4 million compared to EBITDA of $71.9 million in the fourth quarter of fiscal year 2012.

For fiscal year 2013, the Company reported total revenues of $4.65 billion compared to $4.35 billion in the prior year. Comparable revenues increased 4.9 percent. The Company reported operating earnings for fiscal year 2013 of $446.4 million compared to operating earnings of $403.6 million for fiscal year 2012.

The Company reported net earnings of $163.7 million for fiscal year 2013.  Excluding the $9.4 million after-tax loss on debt extinguishment as described below under “Other Items”, the Company’s adjusted net earnings for fiscal year 2013 were $173.1 million compared to net earnings of $140.1 million in the prior year.  EBITDA for fiscal year 2013 was $635.3 million compared to EBITDA of $583.8 million for fiscal year 2012.

For the 53rd week of fiscal year 2013, revenues were $61.9 million, operating earnings  were $10.7 million and EBITDA was $13.6 million.

Other Items

The Company incurred a pre-tax loss on debt extinguishment of $15.6 million (or $9.4 million after-tax) which included 1) costs of $10.7 million related to the tender and redemption of its senior subordinated notes and 2) the write-off of $4.9 million of debt issuance costs related to the extinguished debt facility. The total loss on debt extinguishment was recorded in the second quarter of fiscal year 2013 as a component of interest expense.

The Company will not be hosting a conference call in relation to the results above due to the previously announced pending acquisition of the Company.

Non-GAAP Financial Measures.  In this press release, the Company’s financial results are provided both in accordance with generally accepted accounting principles (GAAP) and using certain non-GAAP financial measures. In particular, the Company presents the non-GAAP financial measures adjusted net earnings, which excludes certain charges such as the Company’s

2

loss on debt extinguishment, and EBITDA. These results are included as a complement to results provided in accordance with GAAP because management believes these non-GAAP financial measures help investors’ ability to analyze underlying trends in the Company’s business, evaluate its performance relative to other companies in its industry, provide useful information to both management and investors by excluding certain items that may not be indicative of the Company’s core operating results and, in the case of EBITDA, help investors to evaluate the Company’s ability to service its debt. In addition, the Company uses EBITDA as a component of the measurement of incentive compensation. These measures should not be considered a substitute for or superior to GAAP results and may vary from others in the industry.  For further information related to the Company’s use of EBITDA as a non-GAAP financial measure, see page 9 of this release.

On September 9, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NM Mariposa Holdings, Inc. and Mariposa Merger Sub LLC, both of which are owned by an investment group consisting of investment funds affiliated with Ares Management LLC and Canada Pension Plan Investment Board.  Under the Merger Agreement, the Company will be acquired for a purchase price based on a total enterprise value of $6.0 billion.  A portion of the purchase price will be used at the closing to repay all amounts outstanding under the Company’s existing senior secured credit facilities.  The Company’s currently outstanding 7.125% Senior Debentures due 2028 are expected to remain outstanding immediately following the closing of the transaction in accordance with the terms of the indenture governing such debentures.  Consummation of the merger is subject to various conditions, including (i) the expiration or termination of any applicable waiting period under the U.S. Hart-Scott-Rodino

3

Antitrust Improvements Act of 1976 and (ii) the absence of a material adverse effect on the Company, as defined in the Merger Agreement.

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: weakness in domestic and global capital markets and other economic conditions and the impact of such conditions on the Company’s ability to obtain credit; general economic and political conditions or changes in such conditions, including relationships between the United States and the countries from which the Company sources its merchandise; economic, political, social or other events resulting in the short-or long-term disruption 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 the demographic or retail environment; changes in consumer preferences or fashion trends; changes in the Company’s  relationships with customers due to, among other things, its failure to provide quality service and competitive loyalty programs, its inability to provide credit pursuant to its proprietary credit card arrangement or its failure to protect customer data or comply with regulations surrounding information security and privacy; the effects of incurring a substantial amount of indebtedness under the Company’s senior secured credit facilities; the ability to refinance the Company’s indebtedness under its senior secured credit facilities and the effects of any refinancing; the effects upon the Company of complying with the covenants contained in its senior secured credit facilities; restrictions on the terms and conditions of the indebtedness under the Company’s senior secured credit facilities may place on the Company’s ability to respond to changes in its business or to take certain actions; competitive responses to the Company’s loyalty programs, marketing, merchandising and promotional efforts or inventory liquidations by vendors or other retailers; changes in the financial viability of the Company’s competitors; seasonality of the retail business; adverse weather conditions or natural disasters, particularly during peak selling seasons; delays in anticipated store openings and renovations; the Company’s success in enforcing its intellectual property rights; changes in the Company’s relationships with designers, vendors and other sources of merchandise, including changes in the level of goods and/or changes in the form in which such goods are made available to us for resale; delays in receipt of merchandise ordered due to work stoppages or other causes of delay in connection with either the manufacture or shipment of such merchandise; changes in foreign currency exchange or inflation rates; significant increases in paper, printing and postage costs; changes in key management personnel and the Company’s ability to retain key management personnel; changes in the Company’s relationships with certain of its key sales associates and the Company’s ability to retain its key sales associates; changes in government or regulatory requirements increasing the Company’s costs of operations; litigation that may have an adverse effect on the Company’s financial results or reputation; terrorist activities in the United States and elsewhere; the impact of funding requirements related to the Company’s pension plan; the Company’s ability to provide credit to its customers pursuant to its proprietary credit card program arrangement, including any future changes in the terms of such arrangement and/or legislation impacting the extension of credit to its customers; and the design and implementation of new information systems as well as enhancements of existing systems.

These and other factors that may adversely affect 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.

4

NEIMAN MARCUS GROUP LTD INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands)	August 3, 2013		July 28, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	136,676	$	49,253
Merchandise inventories	1,018,839		939,817
Other current assets	130,462		154,665
Total current assets	1,285,977		1,143,735
Property and equipment, net	901,844		894,478
Goodwill and intangible assets, net	3,045,581		3,093,017
Other assets	66,839		70,625
Total assets	$	5,300,241	$	5,201,855
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	386,538	$	331,408
Accrued liabilities	390,168		393,821
Total current liabilities	776,706		725,229
Long-term liabilities:
Asset-based revolving credit facility	15,000		100,000
Long-term debt	2,682,077		2,681,882
Deferred income taxes	639,381		626,605
Other long-term liabilities	356,039		452,596
Total long-term liabilities	3,692,497		3,861,083
Total shareholders’ equity	831,038		615,543
Total liabilities and shareholders’ equity	$	5,300,241	$	5,201,855

5

NEIMAN MARCUS GROUP LTD INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(UNAUDITED)

	Fourth Quarter Ended						Fiscal Year Ended
(in thousands)	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Revenues	$	1,119,080		$	1,005,358		$	4,648,249		$	4,345,374
Cost of goods sold including buying and occupancy costs	764,917			699,905			2,995,363			2,794,713
Selling, general and administrative expenses	267,327			245,188			1,057,796			1,016,902
Income from credit card program	(13,844		)	(13,178		)	(53,373		)	(51,571		)
Depreciation expense	40,568			34,406			141,515			130,119
Amortization of intangible assets	7,251			7,528			29,559			32,245
Amortization of favorable lease commitments	4,722			4,470			17,877			17,878
Equity in loss of foreign e-commerce retailer	4,267			1,514			13,125			1,514
Operating earnings	43,872			25,525			446,387			403,574
Interest expense, net	34,190			44,704			168,955			175,237
Earnings (loss) before income taxes	9,682			(19,179		)	277,432			228,337
Income tax expense (benefit)	6,799			(8,121		)	113,733			88,251
Net earnings (loss)	$	2,883		$	(11,058	)	$	163,699		$	140,086

The fiscal year 2013 fourth quarter and fiscal year 2013 amounts are reported on a fourteen and fifty-three week basis, respectively.  The fiscal year 2012 fourth quarter and fiscal year 2012 amounts are reported on a thirteen and fifty-two week basis, respectively.

6

NEIMAN MARCUS GROUP LTD INC.

OTHER OPERATING DATA

(UNAUDITED)

SEGMENTS:

	Fourth Quarter Ended						Fiscal Year Ended
(dollars in millions)	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
REVENUES:
Specialty Retail Stores	$	862.3		$	795.7		$	3,616.9		$	3,466.6
Online	256.8			209.7			1,031.3			878.8
Total	$	1,119.1		$	1,005.4		$	4,648.2		$	4,345.4
OPERATING EARNINGS:
Specialty Retail Stores	$	45.2		$	29.0		$	411.4		$	391.2
Online	32.9			25.7			157.7			132.4
Corporate expenses	(17.9		)	(15.7		)	(62.2		)	(68.4		)
Equity in loss of foreign e-commerce retailer	(4.3		)	(1.5		)	(13.1		)	(1.5		)
Amortization of intangible assets and favorable lease commitments	(12.0		)	(12.0		)	(47.4		)	(50.1		)
OPERATING EARNINGS	$	43.9		$	25.5		$	446.4		$	403.6

The fiscal year 2013 fourth quarter and fiscal year 2013 amounts are reported on a fourteen and fifty-three week basis, respectively.  The fiscal year 2012 fourth quarter and fiscal year 2012 amounts are reported on a thirteen and fifty-two week basis, respectively.

7

NEIMAN MARCUS GROUP LTD INC.

OTHER OPERATING DATA

(UNAUDITED)

OTHER DATA:

	Fourth Quarter Ended				Fiscal Year Ended
(dollars in millions)	August 3, 2013		July 28, 2012		August 3,  2013		July 28,  2012
Capital expenditures	$	42.9	$	44.3	$	146.5	$	152.8
Depreciation	$	40.6	$	34.4	$	141.5	$	130.1
Amortization of intangibles	$	12.0	$	12.0	$	47.4	$	50.1
Rent expense	$	23.6	$	22.1	$	96.7	$	91.9
EBITDA*	$	96.4	$	71.9	$	635.3	$	583.8

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

The fiscal year 2013 fourth quarter and fiscal year 2013 amounts are reported on a fourteen and fifty-three week basis, respectively.  The fiscal year 2012 fourth quarter and fiscal year 2012 amounts are reported on a thirteen and fifty-two week basis, respectively.

8

NEIMAN MARCUS GROUP LTD INC.

NON-GAAP FINANCIAL MEASURE

(UNAUDITED)

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

	Fourth Quarter Ended					Fiscal Year Ended
(dollars in millions)	August 3, 2013		July 28, 2012			August 3, 2013		July 28,  2012
Net earnings (loss)	$	2.9	$	(11.1	)	$	163.7	$	140.1
Income tax expense (benefit)	6.8		(8.1		)	113.7		88.3
Interest expense, net	34.1		44.7			169.0		175.2
Depreciation expense	40.6		34.4			141.5		130.1
Amortization of intangible assets and favorable lease commitments	12.0		12.0			47.4		50.1
EBITDA	$	96.4	$	71.9		$	635.3	$	583.8

The Company presents the non-GAAP financial measure EBITDA because it uses this measure to monitor and evaluate the performance of its business and believes the presentation of this measure will enhance investors’ ability to analyze trends in its business, evaluate its performance relative to other companies in its industry and evaluate its ability to service its debt. In addition, the Company uses EBITDA as a component of the measurement of incentive compensation.

EBITDA is not a presentation made in accordance with GAAP and this computation may vary from others in the industry. In addition, 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 the Company’s senior secured asset-based revolving credit facility and senior secured term loan facility. EBITDA should not be considered as an alternative to operating earnings or net earnings as a measure of operating performance or cash flows as a measure of liquidity. EBITDA has important limitations as an analytical tool and should not be considered in isolation to, or as a substitute for, analysis of the Company’s results as reported under GAAP. For example, EBITDA does not reflect cash expenditures, or future requirements, for capital expenditures or contractual commitments; does not reflect changes in, or cash requirements for, working capital needs; does not reflect our considerable interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s debt; excludes tax payments that represent a reduction in cash available; and does not reflect any cash requirements for assets being depreciated and amortized that may have to be replaced in the future.

The fiscal year 2013 fourth quarter and fiscal year 2013 amounts are reported on a fourteen and fifty-three week basis, respectively.  The fiscal year 2012 fourth quarter and fiscal year 2012 amounts are reported on a thirteen and fifty-two week basis, respectively.

9