0001157523-12-004849.txt : 20120913 0001157523-12-004849.hdr.sgml : 20120913 20120913083228 ACCESSION NUMBER: 0001157523-12-004849 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120913 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120913 DATE AS OF CHANGE: 20120913 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: 121089086 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 a50406219.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 13, 2012
Date of earliest event reported September 13, 2012


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 13, 2012 Neiman Marcus, Inc. issued a press release announcing its results of operations and financial condition for the fiscal fourth quarter and year ended July 28, 2012.  A copy of this press release is attached as Exhibit 99.1.

The press release contains information relating to adjusted net (loss) income and 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 13, 2012 announcing financial results for the fiscal fourth quarter and year ended July 28, 2012.



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: September 13, 2012 By:

/s/ T. Dale Stapleton

 
 

T. Dale Stapleton

Senior Vice President and Chief Accounting Officer

(principal accounting officer of the registrant)

EX-99.1 2 a50406219ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Neiman Marcus, Inc. Reports Fourth Quarter and Fiscal Year 2012 Results

DALLAS--(BUSINESS WIRE)--September 13, 2012--Neiman Marcus, Inc. today reported financial results for both the fourth quarter and fiscal year ended July 28, 2012. For the fourth quarter of fiscal year 2012, the Company reported total revenues of $1.00 billion compared to $919.7 million in the prior year. Comparable revenues increased 7.9 percent. The Company reported operating earnings for the fourth quarter of fiscal year 2012 of $25.5 million compared to $17.5 million for the fourth quarter of fiscal year 2011.

The Company reported a net loss of $11.1 million for the fourth quarter of fiscal year 2012 compared to a net loss of $61.4 million for the fourth quarter of fiscal year 2011. Excluding the $42.7 million after-tax loss on debt extinguishment as described below under “Other Items,” the Company’s adjusted net loss for the fourth quarter of fiscal year 2011 was $18.7 million.

For fiscal year 2012, the Company reported total revenues of $4.35 billion compared to $4.00 billion in the prior year. Comparable revenues increased 7.9 percent. The Company recorded operating earnings for fiscal year 2012 of $403.6 million compared to $329.7 million for the comparable period a year ago, an increase of 22 percent.


The Company reported net income of $140.1 million for fiscal year 2012 compared to $31.6 million for fiscal year 2011. Excluding the $42.7 million after-tax loss on debt extinguishment as described below under “Other Items,” the Company’s adjusted net income for fiscal year 2011 was $74.3 million.

Other Items

In the third quarter of fiscal year 2012, the Company made a $29.4 million strategic investment in Glamour Sales Holding Limited (Glamour Sales), a privately held e-commerce company based in Hong Kong with leading flash sales websites in Asia. Through the Company’s investment in Glamour Sales, it intends to launch a full-price e-commerce website in China by the end of fiscal year 2013. The Company’s 37% non-controlling investment in the entity is accounted for under the equity method. The investment is included in other long-term assets within the Consolidated Balance Sheets. During fiscal year 2012, the Company’s investment was reduced by $1.5 million for its equity in losses of Glamour Sales. In fiscal year 2011, the Company incurred a pre-tax loss on debt extinguishment of $70.4 million (or $42.7 million after-tax) which included 1) costs of $37.9 million related to the tender and redemption of its senior notes and 2) the write-off of $32.5 million of debt issuance costs related to the extinguished debt facilities including its senior secured term loan facility and senior notes. The total loss on debt extinguishment was recorded in the fourth quarter of fiscal year 2011 as a component of interest expense.

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 Thursday, September 13, 2012 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.


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 (loss) income, which excludes certain charges such as the Company’s 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.

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 and senior subordinated notes; 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 and the indentures governing its senior subordinated notes; 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 adverse changes in their financial viability, cash flows or available sources of funds; 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.


     

NEIMAN MARCUS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

(in thousands)

July 28,

2012

July 30,

2011

 

ASSETS

Current assets:
Cash and cash equivalents $ 49,253 $ 321,591
Merchandise inventories 939,817 839,334
Other current assets   154,665   141,816
Total current assets   1,143,735   1,302,741
 
Property and equipment, net 894,478 873,199
Goodwill and intangible assets, net 3,093,017 3,143,140
Other assets   70,625   45,689
Total assets $ 5,201,855 $ 5,364,769
 

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable $ 331,408 $ 291,311
Accrued liabilities   393,821   370,889

Total current liabilities

  725,229   662,200
 
Long-term liabilities:
Asset-based revolving credit facility 100,000 -
Long-term debt 2,681,882 2,681,687
Deferred income taxes 626,605 683,908
Other long-term liabilities   452,596   342,677
Total long-term liabilities   3,861,083   3,708,272
 
Total shareholders’ equity   615,543   994,297
Total liabilities and shareholders’ equity $ 5,201,855 $ 5,364,769

     
 

NEIMAN MARCUS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 
Thirteen Weeks Ended Fiscal Year Ended

(in thousands)

July 28,

2012

  July 30,

2011

July 28,

2012

  July 30,

2011

 
Revenues $ 1,005,358 $ 919,650 $ 4,345,374 $ 4,002,272
Cost of goods sold including buying and occupancy costs 700,906 639,604 2,798,033 2,589,419
Selling, general and administrative expenses 244,187 224,535 1,013,582 934,177
Income from credit card program (13,178 ) (12,035 ) (51,571 ) (46,022 )
Depreciation expense 34,406 35,012 130,119 132,433
Amortization of intangible assets 7,528 10,607 32,245 44,670
Amortization of favorable lease commitments 4,470 4,470 17,878 17,878
Equity in loss of foreign e-commerce retailer   1,514     -     1,514     -  
 
Operating earnings 25,525 17,457 403,574 329,717
 
Interest expense, net   44,704     115,099     175,237     280,453  
 
(Loss) earnings before income taxes (19,179 ) (97,642 ) 228,337 49,264
 
Income tax (benefit) expense   (8,121 )   (36,260 )   88,251     17,641  
 
Net (loss) earnings $ (11,058 ) $ (61,382 ) $ 140,086   $ 31,623  

         
 

NEIMAN MARCUS, INC.

OTHER OPERATING DATA

(UNAUDITED)

 
SEGMENTS: Thirteen Weeks Ended Fiscal Year Ended

(dollars in millions)

July 28,

2012

 

July 30,

2011

July 28,

2012

 

July 30,

2011

 
REVENUES:
Specialty Retail Stores $ 795.7 $ 743.1 $ 3,466.6 $ 3,245.2
On-line   209.7     176.6     878.8     757.1  

Total

$ 1,005.4   $ 919.7   $ 4,345.4   $ 4,002.3  
 
 
OPERATING EARNINGS:
Specialty Retail Stores $ 28.1 $ 27.7 $ 387.7 $ 341.7
On-line 25.7 18.4 132.4 113.0
Corporate expenses (14.8 ) (13.5 ) (64.9 ) (62.5 )

Amortization of intangible assets and favorable lease commitments

(12.0 ) (15.1 ) (50.1 ) (62.5 )
Equity in loss of foreign e-commerce retailer   (1.5 )   -     (1.5 )   -  

OPERATING EARNINGS

$ 25.5   $ 17.5   $ 403.6   $

329.7

 

     
 

NEIMAN MARCUS, INC.

OTHER OPERATING DATA

(UNAUDITED)

 

OTHER DATA:

 
Thirteen Weeks Ended Fiscal Year Ended

(dollars in millions)

July 28,

2012

  July 30,

2011

July 28,

2012

  July 30,

2011

 
Capital expenditures $ 44.3 $ 28.2 $ 152.8 $ 94.2
 
Depreciation $ 34.4 $ 35.0 $ 130.1 $ 132.4
Amortization of intangibles $ 12.0 $ 15.1 $ 50.1 $ 62.5
 
Rent expense $ 22.1 $ 21.8 $ 91.9 $ 87.6
 
EBITDA $ 71.9 $ 67.5 $ 583.8 $ 524.7
 

NEIMAN MARCUS, INC.
EBITDA - NON-GAAP FINANCIAL MEASURE
(UNAUDITED)

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

  Thirteen Weeks Ended     Fiscal Year Ended

(dollars in millions)

July 28,

2012

  July 30,

2011

July 28,

2012

  July 30,

2011

 
Net (loss) earnings $ (11.1 ) $ (61.4 ) $ 140.1 $ 31.6
Income tax (benefit) expense (8.1 ) (36.3 ) 88.3 17.7
Interest expense, net 44.7 115.1 175.2 280.5
Depreciation expense 34.4 35.0 130.1 132.4

Amortization of intangible assets and favorable lease commitments

  12.0     15.1     50.1   62.5
EBITDA $ 71.9   $ 67.5   $ 583.8 $ 524.7
 

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, senior secured term loan facility and senior subordinated notes. EBITDA should not be considered as an alternative to operating earnings or net (loss) earnings as a measure of operating performance or cash flows as a measure of liquidity. EBITDA has 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 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.

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