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 June 10, 2009
Date of earliest event reported June 10, 2009


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 June 10, 2009 Neiman Marcus, Inc. issued a press release announcing its results of operations and financial condition for the fiscal third quarter ended May 2, 2009.  A copy of this press release is attached as Exhibit 99.1.

The press release contains information relating to adjusted operating earnings, EBITDA and adjusted EBITDA after excluding the matters indicated therein. 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 June 10, 2009 announcing financial results for the fiscal third quarter ended May 2, 2009.

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:	June 10, 2009	By:	/s/ T. Dale Stapleton
				T. Dale Stapleton
				Vice President and Controller
				(principal accounting officer
				of the registrant)

EX-99.1

Exhibit 99.1

Neiman Marcus, Inc. Reports Third Quarter Results

DALLAS--(BUSINESS WIRE)--June 10, 2009--Neiman Marcus, Inc. today reported financial results for the third quarter of fiscal year 2009. For the 13 weeks ended May 2, 2009, the Company reported total revenues of $810.1 million compared to $1.06 billion in the prior year. Comparable revenues decreased 25.1 percent. Operating earnings for the third quarter of fiscal year 2009 were $50.3 million compared to $148.6 million for the third quarter of fiscal year 2008.

The Company reported a net loss of $3.1 million for the 13 weeks ended May 2, 2009 compared to net earnings of $55.4 million in the prior year. EBITDA for the third quarter of fiscal year 2009 was $105.3 million compared to EBITDA of $202.0 million in the third quarter of fiscal year 2008.

For the 39 weeks ended May 2, 2009, the Company reported total revenues of $2.88 billion compared to $3.57 billion in the prior year. Comparable revenues decreased 20.8 percent. The Company recorded an operating loss for the 39 weeks ended May 2, 2009 of $460.8 million compared to operating earnings of $472.6 million for the comparable period a year ago. Adjusted operating earnings for the 39 weeks ended May 2, 2009 were $99.3 million compared to $440.1 million for the comparable period a year ago.

Including non-cash impairment charges of $560.1 million and a $32.5 million pension curtailment gain as described below under “Other Items,” the Company reported a net loss of $499.5 million for the 39 weeks ended May 2, 2009 compared to net earnings of $178.5 million in the prior year. Adjusted EBITDA for the 39 weeks ended May 2, 2009 was $268.1 million compared to Adjusted EBITDA of $599.7 million for the comparable period a year ago.

This release contains information regarding the Company’s adjusted operating earnings, EBITDA and adjusted EBITDA, all of which are non-GAAP financial measures. A reconciliation of these figures to the most directly comparable GAAP figures, together with certain other information, can be found at the end of this release.

Other Items

The Company recorded non-cash impairment charges of $560.1 million in the second quarter of fiscal year 2009 which represents 1) $291.1 million pretax impairment charge related to the writedown to fair value of goodwill 2) $242.2 million pretax impairment charge related to the writedown to fair value of the net carrying value of tradenames and 3) $26.8 million pretax impairment charge related to the writedown to fair value of the net carrying value of certain long-lived assets. The Company also recorded other income of $32.5 million in the first quarter of fiscal year 2008 which represents a one-time pension curtailment gain as a result of the Company’s decision to freeze pension and retirement benefits as of December 31, 2007.

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 Wednesday, June 10, 2009 beginning at 9:00 a.m. Central Standard 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)
	May 2,		April 26,
(in thousands)	2009		2008
ASSETS
Current assets:
Cash and cash equivalents	$	229,388	$	206,104
Merchandise inventories		865,980		958,895
Other current assets		165,098		144,743
Total current assets		1,260,466		1,309,742
Property and equipment, net		1,015,060		1,071,875
Goodwill and intangible assets, net		3,437,578		4,095,249
Other assets		69,462		83,717
Total assets	$	5,782,566	$	6,560,583
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	158,975	$	234,457
Accrued liabilities		347,421		402,187
Total current liabilities		506,396		636,644
Long-term liabilities:
Long-term debt		2,963,311		2,946,053
Deferred income taxes		771,409		966,844
Other long-term liabilities		449,181		300,061
Total long-term liabilities		4,183,901		4,212,958
Total shareholders’ equity		1,092,269		1,710,981
Total liabilities and shareholders’ equity	$	5,782,566	$	6,560,583

NEIMAN MARCUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	May 2,			April 26,			May 2,			April 26,
(in thousands)	2009			2008			2009			2008
Revenues	$	810,086		$	1,062,161		$	2,875,253		$	3,568,259
Cost of goods sold including buying and occupancy costs		514,765			636,987			1,953,877			2,217,357
Selling, general and administrative expenses		200,515			238,855			686,959			803,404
Income from credit card program, net		(10,494	)		(15,704	)		(33,682	)		(52,267	)
Depreciation expense		36,667			35,474			114,378			105,695
Amortization of intangible assets		13,845			13,568			40,981			40,747
Amortization of favorable lease commitments		4,469			4,385			13,408			13,155
Impairment charges		-			-			560,159			-
Other income		-			-			-			(32,450	)
Operating earnings (loss)		50,319			148,596			(460,827	)		472,618
Interest expense, net		58,250			57,303			174,676			178,923
(Loss) earnings before income taxes		(7,931	)		91,293			(635,503	)		293,695
Income tax (benefit) expense		(4,796	)		35,898			(135,990	)		115,239
Net (loss) earnings	$	(3,135	)	$	55,395		$	(499,513	)	$	178,456

NEIMAN MARCUS, INC.
OTHER OPERATING DATA
(UNAUDITED)
SEGMENTS:	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	May 2,			April 26,			May 2,			April 26,
(dollars in millions)	2009			2008			2009			2008
REVENUES:
Specialty Retail Stores	$	665.6		$	893.6		$	2,363.2		$	2,991.5
Direct Marketing		144.5			168.6			512.0			576.8
Total	$	810.1		$	1,062.2		$	2,875.2		$	3,568.3
OPERATING EARNINGS (LOSS):
Specialty Retail Stores	$	62.6		$	151.3		$	143.2		$	444.8
Direct Marketing		20.4			28.0			54.4			93.2
Corporate expenses		(14.4	)		(12.8	)		(43.9	)		(44.0	)
Amortization of intangible assets and favorable lease commitments		(18.3	)		(17.9	)		(54.4	)		(53.9	)
ADJUSTED OPERATING EARNINGS*	$	50.3		$	148.6		$	99.3		$	440.1
Impairment charges		-			-			(560.1	)		-
Other income		-			-			-			32.5
OPERATING EARNINGS (LOSS)	$	50.3		$	148.6		$	(460.8	)	$	472.6

*Adjusted operating earnings, a non-GAAP financial measure, represents operating earnings (loss) excluding impairment charges and other income.

Neiman Marcus, Inc. believes reporting adjusted operating earnings is a more meaningful representation of the Company’s on-going economic performance and therefore uses adjusted reporting internally to evaluate and manage the Company’s operations. Neiman Marcus, Inc. has chosen to provide this information to investors to enable them to perform more meaningful comparisons of operating results and as a means to emphasize the results of on-going operations. Adjusted operating earnings is not a recognized term under generally accepted accounting principles (GAAP). Adjusted operating earnings should not be considered as an alternative to operating earnings (loss) or net earnings (loss) as a measure of operating performance or cash flows as a measure of liquidity. Adjusted operating earnings should not be considered in isolation to, or as a substitute for, analysis of the Company’s results reported in accordance with generally accepted accounting principles. Adjusted operating earnings as presented herein are not necessarily comparable to similarly titled measures.

NEIMAN MARCUS, INC.
OTHER OPERATING DATA
(UNAUDITED)
OTHER DATA:
	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	May 2,		April 26,		May 2,			April 26,
(dollars in millions)	2009		2008		2009			2008
Capital expenditures	$	17	$	45	$	81		$	133
Depreciation	$	37	$	35	$	114		$	106
Amortization of intangibles	$	18	$	18	$	54		$	54
Rent expense	$	20	$	22	$	64		$	70
EBITDA*	$	105	$	202	$	(292	)	$	632
Adjusted EBITDA*	$	105	$	202	$	268		$	600

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

NEIMAN MARCUS, INC.
NON-GAAP FINANCIAL MEASURE
(UNAUDITED)
The following table reconciles net (loss) earnings as reflected in the Company’s consolidated statements of
earnings prepared in accordance with GAAP to EBITDA and Adjusted EBITDA:
	Thirteen Weeks Ended					Thirty-Nine Weeks Ended
	May 2,			April 26,		May 2,			April 26,
(dollars in millions)	2009			2008		2009			2008
Net (loss) earnings	$	(3.1	)	$	55.4	$	(499.5	)	$	178.5
Income tax (benefit) expense		(4.8	)		35.9		(136.0	)		115.2
Interest expense, net		58.2			57.3		174.7			178.9
Depreciation		36.7			35.5		114.4			105.7
Amortization of intangible assets and favorable lease commitments		18.3			17.9		54.4			53.9
EBITDA		105.3			202.0		(292.0	)		632.2
Non-cash impairment of long-lived assets		-			-		560.1			-
Non-cash gain on curtailment of defined benefit retirement obligations		-			-		-			(32.5	)
Adjusted EBITDA	$	105.3		$	202.0	$	268.1		$	599.7

We present the non-GAAP financial measures EBITDA and Adjusted EBITDA because we use these measures to monitor and evaluate the performance of our business and believe the presentation of these measures 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. In addition, we use EBITDA and Adjusted EBITDA as components of the measurement of incentive compensation.

EBITDA and Adjusted EBITDA are not presentations made in accordance with GAAP and this computation may vary from others in the industry. In addition, EBITDA and Adjusted EBITDA contain 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, Senior Secured Term Loan Facility, Senior Notes and Senior Subordinated Notes. EBITDA and Adjusted EBITDA should not be considered as alternatives to operating earnings (loss) or net earnings (loss) as measures of operating performance or cash flows as measures of liquidity. EBITDA and Adjusted EBITDA have important limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of the Company’s results as reported under GAAP. For example, EBITDA and Adjusted EBITDA do not reflect cash expenditures, or future requirements, for capital expenditures or contractual commitments; do not reflect changes in, or cash requirements, for working capital needs; do not reflect our considerable interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s debt; exclude tax payments that represent a reduction in cash available; and do not reflect any cash requirements for assets being depreciated and amortized that may have to be replaced in the future.

CONTACT:
Neiman Marcus, Inc.
James E. Skinner, 214-757-2954
Executive Vice President and
Chief Financial Officer
or
Stacie Shirley, 214-757-2967
Vice President – Finance
and Treasurer