-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M+JLCAcGQ/iGMudCGjy/VuSBAalcvk7VyInZOlO/Vkw10BJ8mLNXWWbV/GHFo/9j ZGqwCLWYLQ2lDWH/WW9wzg== 0001157523-10-005473.txt : 20100914 0001157523-10-005473.hdr.sgml : 20100914 20100914083021 ACCESSION NUMBER: 0001157523-10-005473 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100914 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100914 DATE AS OF CHANGE: 20100914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Neiman Marcus, Inc. CENTRAL INDEX KEY: 0001358651 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 203509435 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-133184-12 FILM NUMBER: 101070333 BUSINESS ADDRESS: STREET 1: 1618 MAIN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-743-7600 MAIL ADDRESS: STREET 1: 1618 MAIN STREET CITY: DALLAS STATE: TX ZIP: 75201 8-K 1 a6427710.htm NEIMAN MARCUS, INC. 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 September 14, 2010
Date of earliest event reported September 14, 2010


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 September 14, 2010 Neiman Marcus, Inc. issued a press release announcing its results of operations and financial condition for the fiscal fourth quarter and year ended July 31, 2010.  A copy of this press release is attached as Exhibit 99.1.

The press release contains information relating to Adjusted operating (loss) 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 September 14, 2010 announcing financial results for the fiscal
fourth quarter and year ended Ju1y 31, 2010.



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, INC.

 
 

 

Date: September 14, 2010 By:

/s/ T. Dale Stapleton

 
 

T. Dale Stapleton

Vice President and Controller

(principal accounting officer

of the registrant)

EX-99.1 2 a6427710ex991.htm EXHIBIT 99.1

Exhibit 99.1

Neiman Marcus, Inc. Reports Fourth Quarter and Fiscal Year 2010 Results

DALLAS--(BUSINESS WIRE)--September 14, 2010--Neiman Marcus, Inc. today reported financial results for both the fourth quarter and fiscal year ended July 31, 2010. For the fourth quarter of fiscal year 2010, the Company reported total revenues of $826.3 million compared to $768.0 million in the prior year. Comparable revenues increased 6.5 percent. Operating earnings for the fourth quarter of fiscal year 2010 were $4.5 million compared to an operating loss of $192.1 million for the fourth quarter of fiscal year 2009. The Company’s Adjusted operating loss for the fourth quarter of fiscal year 2009, excluding non-cash impairment charges of $143.1 million, as described below under “Other Items”, was $49.0 million.

The Company reported a net loss of $32.8 million for the fourth quarter of fiscal year 2010 compared to a net loss of $168.6 million in the prior year. EBITDA for the fourth quarter of fiscal year 2010 was $59.8 million compared to a loss of $137.4 million in the prior year. Adjusted EBITDA for the fourth quarter of fiscal year 2009 was $5.7 million.

For fiscal year 2010, the Company reported total revenues of $3.69 billion compared to $3.64 billion in the prior year. Comparable revenues decreased 0.1 percent. The Company recorded operating earnings for fiscal year 2010 of $231.8 million compared to an operating loss of $652.9 million for the comparable period a year ago. The Company’s Adjusted operating earnings for fiscal year 2009, excluding non-cash impairment charges of $703.2 million, as described below under “Other Items”, were $50.3 million.


The Company reported a net loss of $1.8 million for fiscal year 2010 compared to a net loss of $668.0 million in the prior year. EBITDA for fiscal year 2010 was $446.9 million compared to a loss of $429.4 million in the prior year. Adjusted EBITDA for fiscal year 2009 was $273.8 million.

This release contains information regarding the Company’s Adjusted operating earnings (loss), 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 $703.2 million in fiscal year 2009 which represents 1) $329.7 million pretax impairment charge related to the writedown to fair value of goodwill, 2) $343.2 million pretax impairment charge related to the writedown to fair value of the net carrying value of tradenames and 3) $30.3 million pretax impairment charge related to the writedown to fair value of the net carrying value of certain long-lived assets.

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 Tuesday, September 14, 2010 beginning at 9:00 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)

 

July 31,
2010

   

August 1,
2009

 

ASSETS

Current assets:
Cash and cash equivalents $ 421,007 $ 323,425
Merchandise inventories 790,516 766,832
Other current assets   148,599   144,196
Total current assets   1,360,122   1,234,453
 
Property and equipment, net 905,826 992,715
Goodwill and intangible assets, net 3,205,688 3,278,947
Other assets   60,646   87,837
Total assets $ 5,532,282 $ 5,593,952
 

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable $ 270,778 $ 233,990
Accrued liabilities 361,456 315,812
Other current liabilities   30,309   26,617
Total current liabilities   662,543   576,419
 
Long-term liabilities:
Long-term debt 2,879,672 2,954,221
Deferred income taxes 668,647 697,810
Other long-term liabilities   396,047   446,667
Total long-term liabilities   3,944,366   4,098,698
 
Total shareholders’ equity   925,373   918,835
Total liabilities and shareholders’ equity $ 5,532,282 $ 5,593,952
 

 
NEIMAN MARCUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
    Thirteen Weeks Ended     Fiscal Year Ended

(in thousands)

July 31,
2010

 

August 1,
2009

July 31,
2010

 

August 1,
2009

 
Revenues $ 826,338 $ 768,093 $ 3,692,768 $ 3,643,346
Cost of goods sold including buying and occupancy costs 570,608 582,887 2,419,545 2,536,764
Selling, general and administrative expenses 208,318 195,777 885,406 882,737
Income from credit card program, net (12,357 ) (16,284 ) (59,076 ) (49,966 )
Depreciation expense 36,916 36,381 141,839 150,759
Amortization of intangible assets 13,845 13,845 55,381 54,826
Amortization of favorable lease commitments 4,469 4,469 17,878 17,877
Impairment charges   -     143,107     -     703,266  
 
Operating earnings (loss) 4,539 (192,089 ) 231,795 (652,917 )
 
Interest expense, net   59,349     60,899     237,108     235,574  
 
Loss before income taxes (54,810 ) (252,988 ) (5,313 ) (888,491 )
 
Income tax benefit   (22,032 )   (84,455 )   (3,475 )   (220,445 )
 
Net loss $ (32,778 ) $ (168,533 ) $ (1,838 ) $ (668,046 )
 

 
NEIMAN MARCUS, INC.
OTHER OPERATING DATA
(UNAUDITED)
 
SEGMENTS:     Thirteen Weeks Ended     Fiscal Year Ended

(dollars in millions)

July 31,
2010

 

August 1,
2009

July 31,
2010

 

August 1,
2009

 
REVENUES:
Specialty Retail Stores $ 667.3 $ 628.0 $ 3,010.8 $ 2,991.3
Direct Marketing   159.0     140.0     682.0     652.0  
Total $ 826.3   $ 768.0   $ 3,692.8   $ 3,643.3  
 
 
OPERATING EARNINGS (LOSS):
Specialty Retail Stores $ 19.6 $ (29.8 ) $ 272.5 $ 124.3
Direct Marketing 21.2 15.9 112.6 73.3
Corporate expenses (15.3 ) (12.7 ) (58.1 ) (52.1 )
Other expenses (2.7 ) (4.1 ) (21.9 ) (22.5 )

Amortization of intangible assets and favorable lease commitments

  (18.3 )   (18.3 )   (73.3 )   (72.7 )
ADJUSTED OPERATING EARNINGS (LOSS) $ 4.5 $ (49.0 ) $ 231.8 $ 50.3
Impairment charges   -     (143.1 )   -     (703.2 )
OPERATING EARNINGS (LOSS) $ 4.5   $ (192.1 ) $ 231.8   $ (652.9 )
 

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

Adjusted operating earnings (loss) represents operating earnings (loss) excluding impairment charges.

Neiman Marcus, Inc. believes reporting adjusted operating earnings (loss) 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 (loss) is not a recognized term under generally accepted accounting principles (GAAP). Adjusted operating earnings (loss) 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 (loss) 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 (loss) as presented herein are not necessarily comparable to similarly titled measures used by other companies.


 
NEIMAN MARCUS, INC.
OTHER OPERATING DATA
(UNAUDITED)
OTHER DATA:
 
  Thirteen Weeks Ended     Fiscal Year Ended

(dollars in millions)

July 31,
2010

 

August 1,
2009

July 31,
2010

 

August 1,
2009

 
Capital expenditures $ 15.6 $ 20.2 $ 58.7 $ 101.5
 
Depreciation $ 36.9 $ 36.4 $ 141.8 $ 150.8
Amortization of intangibles $ 18.3 $ 18.3 $ 73.3 $ 72.7
 
Rent expense $ 21.1 $ 21.1 $ 85.0 $ 85.4
 
EBITDA* $ 59.8 $ (137.4 ) $ 446.9 $ (429.4 )
Adjusted EBITDA* $ 59.8 $ 5.7 $ 446.9 $ 273.8
 

*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 as reflected in the Company’s condensed consolidated statements of operations prepared in accordance with GAAP to EBITDA and Adjusted EBITDA:

    Thirteen Weeks Ended     Fiscal Year Ended

(dollars in millions)

July 31,
2010

 

August 1,
2009

July 31,
2010

 

August 1,
2009

 
Net loss $ (32.8 ) $ (168.6 ) $ (1.8 ) $ (668.0 )
Income tax (benefit) (22.0 ) (84.4 ) (3.5 ) (220.5 )
Interest expense, net 59.4 60.9 237.1 235.6
Depreciation expense 36.9 36.4 141.8 150.8

Amortization of intangible assets and favorable lease commitments

  18.3     18.3     73.3     72.7  
EBITDA 59.8 (137.4 ) 446.9 (429.4 )
Impairment charges   -     143.1     -     703.2  
Adjusted EBITDA $ 59.8   $ 5.7   $ 446.9   $ 273.8  
 

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 agreements and 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 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 to, 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

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