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 14, 2016
Date of earliest event reported June 14, 2016


Commission file no. 333-133184-12


Neiman Marcus Group LTD LLC
(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 Group LTD LLC under the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference.

On June 14, 2016 Neiman Marcus Group LTD LLC issued a press release announcing its results of operations and financial condition for the fiscal third quarter ended April 30, 2016.  A copy of this press release is attached as Exhibit 99.1.

The press release contains information relating to EBITDA and Adjusted EBITDA. Management has included this information because it believes it provides investors with useful information regarding our results from core operating activities and is a useful basis on which to measure the company's period-to- period performance.

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(d)	Exhibits.
	99.1 Press release dated June 14, 2016 announcing financial results for the fiscal third quarter ended April 30, 2016.

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 GROUP LTD LLC
Date:	June 14, 2016	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 Group LTD LLC Reports Third Quarter Results

DALLAS--(BUSINESS WIRE)--June 14, 2016--Neiman Marcus Group LTD LLC today reported financial results for its third fiscal quarter ended April 30, 2016. For the third quarter, the Company reported total revenues of $1.17 billion, representing a decrease of 4.2% compared to total revenues of $1.22 billion for the third quarter of fiscal year 2015. During this same period, comparable revenues decreased 5.0% and the Company reported net earnings of $3.8 million compared to net earnings of $19.8 million for the third quarter of fiscal year 2015. Adjusted EBITDA, which is described on page 7 of this release, for the third quarter of fiscal year 2016 was $173.2 million compared to $202.6 million in the prior year.

On a year-to-date basis, the Company reported total revenues of $3.82 billion, representing a decrease of 2.7% compared to total revenues of $3.93 billion in the prior year. During this same period, comparable revenues decreased 4.2% and the Company reported net earnings of $1.1 million compared to net earnings of $47.8 million in the prior year. Year-to-date Adjusted EBITDA was $520.4 million compared to $602.7 million in the prior year.

Conference Call. A live webcast of the earnings conference call can be accessed through the Investor Information section of the Neiman Marcus Group LTD LLC website at www.neimanmarcusgroup.com on Tuesday, June 14, 2016 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 Group LTD LLC website at www.neimanmarcusgroup.com.

Non-GAAP Financial Measures. In this press release, the Company's financial results are presented both in accordance with U.S. generally accepted accounting principles (“GAAP”) and using certain non-GAAP financial measures, including Adjusted EBITDA. This non-GAAP financial measure is included to supplement the Company’s financial information presented in accordance with GAAP and because the Company uses such measure to monitor and evaluate the performance of its business and believes the presentation of this measure enhances investors’ ability to analyze trends in the Company’s business and evaluate the Company’s performance relative to other companies in its industry.

For more information regarding the Company’s use of non-GAAP financial measures, including the definition of Adjusted EBITDA, and a reconciliation of such financial measures to net earnings, a GAAP measure, see “Non-GAAP Financial Measures” on page 7 of this press release.

Forward-Looking Statements. This press release contains forward-looking statements. In many cases, forward-looking statements can generally be identified by the use of forward-looking terminology such as “may,” “plan,” “predict,” “expect,” “estimate,” “intend,” “would,” “will,” “could,” “should,” “anticipate,” “believe,” “project” or “continue” or the negative thereof or other similar expressions. The forward-looking statements contained in this press release reflect the Company’s views as of the date of this press release and are based on our expectations and beliefs concerning future events, as well as currently available data as of the date of this press release. While the Company believes there is a reasonable basis for its forward-looking statements, they involve a number of risks, uncertainties, assumptions and changes in circumstances that may cause the Company’s actual results, performance or achievements to differ significantly from those expressed or implied in any forward-looking statement. Therefore, these statements are not guarantees of future events, results, performance or achievements and you should not rely on them. A variety of factors could cause the Company’s actual results to differ materially from the anticipated or expected results expressed in the Company’s forward-looking statements, including those factors described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and elsewhere in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. You should keep in mind that the forward-looking statements contained in this press release speak only as of the date of this press release. Except to the extent required by law, the Company undertakes no obligation to update or revise (publicly or otherwise) any forward-looking statements to reflect subsequent events, new information or future circumstances.

NEIMAN MARCUS GROUP LTD LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands)	April 30, 2016		May 2, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	76,282	$	82,211
Merchandise inventories		1,200,913		1,173,262
Deferred income taxes		41,963		33,883
Other current assets		162,167		108,507
Total current assets		1,481,325		1,397,863
Property and equipment, net		1,547,739		1,439,657
Intangible assets, net		3,515,585		3,625,450
Goodwill		2,276,041		2,267,897
Other assets		124,773		140,578
Total assets	$	8,945,463	$	8,871,445
LIABILITIES AND MEMBER EQUITY
Current liabilities:
Accounts payable	$	264,727	$	280,285
Accrued liabilities		486,681		457,504
Current portion of long-term debt		29,426		29,426
Total current liabilities		780,834		767,215
Long-term liabilities:
Asset-based revolving credit facility		265,000		150,000
Long-term debt		4,529,399		4,558,612
Deferred income taxes		1,500,244		1,500,914
Other long-term liabilities		452,414		439,994
Total long-term liabilities		6,747,057		6,649,520
Total member equity		1,417,572		1,454,710
Total liabilities and member equity	$	8,945,463	$	8,871,445

NEIMAN MARCUS GROUP LTD LLC
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
(in thousands)	April 30, 2016			May 2, 2015			April 30, 2016			May 2, 2015
Revenues	$	1,169,292		$	1,220,100		$	3,821,149		$	3,928,416
Cost of goods sold including buying and occupancy costs		743,471			755,034			2,505,837			2,502,553
Selling, general and administrative expenses		274,777			285,689			862,773			894,666
Income from credit card program		(15,010	)		(11,899	)		(44,634	)		(40,752	)
Depreciation expense		59,616			48,070			169,157			136,590
Amortization of intangible assets		13,978			16,035			43,426			66,764
Amortization of favorable lease commitments		13,421			13,640			40,570			40,675
Other expenses (income)		(634	)		5,571			24,512			28,080
Operating earnings		79,673			107,960			219,508			299,840
Interest expense, net		72,675			72,844			215,855			217,919
Earnings before income taxes		6,998			35,116			3,653			81,921
Income tax expense		3,208			15,296			2,517			34,090
Net earnings	$	3,790		$	19,820		$	1,136		$	47,831

NEIMAN MARCUS GROUP LTD LLC
OTHER OPERATING DATA
(UNAUDITED)
OTHER DATA:
	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
(in millions)	April 30, 2016		May 2, 2015		April 30, 2016		May 2, 2015
Capital expenditures	$	78.2	$	63.6	$	232.0	$	183.0
Rent expense	$	26.6	$	28.0	$	85.5	$	85.9
Adjusted EBITDA	$	173.2	$	202.6	$	520.4	$	602.7

NEIMAN MARCUS GROUP LTD LLC

NON-GAAP FINANCIAL MEASURES

(UNAUDITED)

To supplement the Company’s financial information presented in accordance with GAAP, it uses Adjusted EBITDA to monitor and evaluate the performance of its business and believes the presentation of this measure enhances investors’ ability to analyze trends in its business and evaluate its performance relative to other companies in its industry. The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, further adjusted to eliminate the effects of items management does not believe are representative of the Company’s ongoing performance. This financial metric is not a presentation made in accordance with GAAP.

Adjusted EBITDA should not be considered as an alternative to operating earnings or net earnings as a measure of operating performance. In addition, Adjusted EBITDA is not presented as and should not be considered as an alternative to cash flows as a measure of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of the Company’s results as reported under GAAP.

These limitations include the fact that Adjusted EBITDA: (i) excludes certain tax payments that may represent a reduction in cash available to the Company; (ii) excludes certain adjustments for purchase accounting; (iii) does not reflect changes in, or cash requirements for, the Company’s working capital needs, capital expenditures or contractual commitments; (iv) does not reflect the Company’s significant interest expense; and (v) does not reflect the cash requirements necessary to service interest or principal payments on the Company’s debt. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements. In addition, other companies in the Company’s industry may calculate Adjusted EBITDA differently than it does, limiting its usefulness as a comparative measure.

The following table reconciles net earnings as reflected in the Company’s consolidated statements of earnings prepared in accordance with GAAP to Adjusted EBITDA (figures may not sum due to rounding):

	Thirteen Weeks Ended					Thirty-Nine Weeks Ended
(in millions)	April 30, 2016			May 2, 2015		April 30, 2016			May 2, 2015
Net earnings	$	3.8		$	19.8	$	1.1		$	47.8
Income tax expense		3.2			15.3		2.5			34.1
Interest expense, net		72.7			72.8		215.9			217.9
Depreciation expense		59.6			48.1		169.2			136.6
Amortization of intangible assets and favorable lease commitments		27.4			29.7		84.0			107.4
EBITDA	$	166.7		$	185.7	$	472.7		$	543.9
Amortization of inventory step-up		-			3.5		-			6.8
Incremental rent expense		2.5			2.7		7.9			8.2
MyTheresa acquisition costs		0.1			2.0		4.4			15.1
Non-cash stock-based compensation		-			2.1		3.9			6.4
Expenses related to cyber-attack, net of insurance recoveries		0.2			1.3		0.9			4.1
Expenses incurred in connection with openings
of new stores / remodels of existing stores		4.6			3.0		11.5			9.3
Expenses incurred in connection with strategic
growth initiatives		3.6			2.2		21.9			6.5
Net gain from facility closure		(5.4	)		-		(5.4	)		-
Other expenses		0.9			-		2.8			2.3
Adjusted EBITDA	$	173.2		$	202.6	$	520.4		$	602.7

CONTACT:
Neiman Marcus Group LTD LLC
Mark Anderson, 214-757-2934
Director – Finance and Investor Relations