-----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, FzROn98mEYM7WQayBkPLpnkpljLYahKR6SC1lQMhF/NLE/68TR7LnmcQvCOyWnfc KmpBpWPpt175c9uLmsx0TQ== 0001157523-05-005191.txt : 20050611 0001157523-05-005191.hdr.sgml : 20050611 20050601163046 ACCESSION NUMBER: 0001157523-05-005191 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050601 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050601 DATE AS OF CHANGE: 20050601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEIMAN MARCUS GROUP INC CENTRAL INDEX KEY: 0000819539 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 954119509 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09659 FILM NUMBER: 05871104 BUSINESS ADDRESS: STREET 1: ONE MARCUS SQUARE STREET 2: 1618 MAIN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-741-6911 MAIL ADDRESS: STREET 1: ONE MARCUS SQUARE STREET 2: 1618 MAIN STREET CITY: DALLAS STATE: TX ZIP: 75201 8-K 1 a4900425.txt THE NEIMAN MARCUS GROUP, INC. 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 1, 2005 Date of earliest event reported June 1, 2005 The Neiman Marcus Group, Inc. (Exact name of registrant as specified in its charter) Commission file no. 1-9659 Delaware 95-4119509 - ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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) 741-6911 - -------------------------------------------------------------------------------- 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 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 Press release dated June 1, 2005 announcing financial results for the fiscal third quarter and fiscal year to date ended April 30, 2005. 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 The Neiman Marcus Group, Inc. under the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference. On June 1, 2005, The Neiman Marcus Group, Inc. issued a press release announcing its results of operations and financial condition for the fiscal third quarter and fiscal year to date ended April 30, 2005. A copy of this press release is attached as Exhibit 99.1. The press release contains information relating to earnings per diluted share after excluding the loss on disposition of Chef's Catalog and the impact of favorable settlements associated with previous state tax filings. 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. 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 THE NEIMAN MARCUS GROUP, INC. Date: June 1, 2005 By: /s/ T. Dale Stapleton ------------------------------- T. Dale Stapleton Vice President and Controller (principal accounting officer of the registrant) EX-99.1 2 a4900425ex991.txt EXHIBIT 99.1 Exhibit 99.1 The Neiman Marcus Group Reports Record Third Quarter Earnings DALLAS--(BUSINESS WIRE)--June 1, 2005--The Neiman Marcus Group, Inc. (NYSE:NMG.A)(NYSE:NMG.B) today reported financial results for the third quarter of fiscal year 2005. For the 13 weeks ended April 30, 2005, the Company reported total revenues of $933 million compared to $873 million in the prior year. Net earnings were $80 million, or $1.61 per diluted share in the third quarter of fiscal year 2005 compared to $69 million, or $1.40 per diluted share, in the third quarter of fiscal year 2004. For the 39 weeks ended April 30, 2005, total revenues increased to $2.97 billion compared to $2.74 billion in the prior year. Net earnings were $214 million, or $4.34 per diluted share, for the 39 weeks ended April 30, 2005 compared to $184 million, or $3.78 per diluted share, for the 39 weeks ended May 1, 2004. Excluding the loss on disposition of Chef's Catalog recorded in the first quarter of fiscal year 2005 of $15.3 million, or $0.19 per diluted share, and the impact of favorable settlements associated with previous state tax filings in the second quarter of fiscal year 2004 of $7.5 million, or $0.15 per diluted share, adjusted earnings were $224 million, or $4.53 per diluted share, for the 39 weeks ended April 30, 2005 compared to $177 million or $3.63 per diluted share, for the 39 weeks ended May 1, 2004, which represents a 27 percent improvement. See the attached "Reconciliation of GAAP Net Earnings to Non-GAAP Adjusted Earnings" for the reconciliation of adjusted earnings and the Company's statements regarding the use of this non-GAAP financial measure. "Our performance this quarter was outstanding," Mr. Tansky said. "We maintained our focus on full price selling which contributed to higher than originally anticipated sales for the quarter. In addition, our inventory remains in excellent shape due to our disciplined inventory management. The combination of these efforts led to both record operating earnings and operating margin for the quarter." Mr. Tansky continued, "Our results highlight our continued success in serving the luxury market and I commend our entire team for their efforts and on-going commitment to the highest levels of quality, customer service and fashion leadership." Business Segments Third quarter revenues for the Specialty Retail Stores segment, which consists of Neiman Marcus Stores and Bergdorf Goodman, were $767 million, compared to $718 million in the previous year. Comparable revenues for the Specialty Retail Stores segment increased 6.5 percent for the third quarter of fiscal year 2005. Revenues for the third quarter of fiscal year 2005 compared to the third quarter of fiscal year 2004 increased 6.7 percent and 8.1 percent at Neiman Marcus Stores and Bergdorf Goodman, respectively. Comparable revenues for Neiman Marcus Stores increased 6.3 percent for the third quarter of fiscal year 2005. Third quarter fiscal year 2005 operating earnings for the Specialty Retail Stores segment were $126 million compared to $114 million in the third quarter of fiscal year 2004. Neiman Marcus Direct, the Company's direct marketing operation, reported third quarter fiscal year 2005 revenues of $130 million compared to $126 million in the previous year. Excluding Chef's Catalog, revenues for the third quarter of fiscal year 2004 were $112 million. On a comparable basis, excluding Chef's Catalog, revenues increased 16.8 percent for the third quarter of fiscal year 2005. Operating earnings for Neiman Marcus Direct increased to $17 million in the third quarter of fiscal year 2005 from $10 million a year ago. The Company's Other segment includes the operations of the Kate Spade and Laura Mercier brands. Other Items The Company sold its Chef's Catalog direct marketing business in November 2004. Comparable revenues have been adjusted to exclude the sales of Chef's Catalog prior to its disposition. The Neiman Marcus Group, Inc. operations include the Specialty Retail Stores segment and the Direct Marketing segment. The Specialty Retail Stores segment consists primarily of Neiman Marcus and Bergdorf Goodman stores. The Direct Marketing segment conducts both print catalog and online operations under the Neiman Marcus, Horchow and Bergdorf Goodman brand names. Information about the Company can be accessed at www.neimanmarcusgroup.com. From time to time, the Company may make statements (including statements contained in this release) 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 or escalation in the international war on terrorism; 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 that are, or are perceived to be, "luxuries"; 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; 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 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; 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 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. THE NEIMAN MARCUS GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands) April 30, May 1, 2005 2004 ----------- ----------- ASSETS - ------ Current assets: Cash and cash equivalents $ 337,589 $ 311,985 Restricted cash 37,500 - Accounts receivable 666,455 599,581 Merchandise inventories 788,915 715,539 Other current assets 49,715 46,372 ----------- ----------- Total current assets 1,880,174 1,673,477 ----------- ----------- Property and equipment, net 821,810 743,852 Other assets 137,822 119,442 ----------- ----------- Total assets $2,839,806 $2,536,771 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ Current liabilities: Notes payable and current maturities of long-term liabilities $ 200 $ 1,237 Accounts payable 246,971 234,264 Accrued liabilities 352,526 316,305 Current portion of borrowings under Credit Card Facility 187,500 37,500 ----------- ----------- Total current liabilities 787,197 589,306 ----------- ----------- Long-term liabilities: Notes and debentures 249,773 249,751 Borrowings under Credit Card Facility - 187,500 Deferred real estate credits 74,429 73,208 Other long-term liabilities 133,114 97,307 ----------- ----------- Total long-term liabilities 457,316 607,766 ----------- ----------- Minority interest 13,498 12,799 Total shareholders' equity 1,581,795 1,326,900 ----------- ----------- Total liabilities and shareholders' equity $2,839,806 $2,536,771 =========== =========== THE NEIMAN MARCUS GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) Thirteen Weeks Ended Thirty-Nine Weeks Ended --------------------- ----------------------- (in thousands, except April 30, May 1, April 30, May 1, per share data) 2005 2004 2005 2004 ----------- --------- ----------- ----------- Revenues $ 933,372 $873,167 $2,970,533 $2,740,303 Cost of goods sold including buying and occupancy costs 576,204 544,663 1,892,904 1,773,999 Selling, general and administrative expenses 222,516 208,909 698,054 659,420 Loss on disposition of Chef's Catalog - - 15,348 - ----------- --------- ----------- ----------- Operating earnings 134,652 119,595 364,227 306,884 Interest expense, net 2,933 4,589 10,948 11,814 ----------- --------- ----------- ----------- Earnings before income taxes and minority interest 131,719 115,006 353,279 295,070 Income taxes 50,713 44,852 136,014 107,576 ----------- --------- ----------- ----------- Earnings before minority interest 81,006 70,154 217,265 187,494 Minority interest in net earnings of subsidiaries (1,231) (1,305) (2,787) (3,249) ----------- --------- ----------- ----------- Net earnings $ 79,775 $ 68,849 $ 214,478 $ 184,245 =========== ========= =========== =========== Weighted average number of common and common equivalent shares outstanding: Basic 48,390 48,208 48,309 47,929 =========== ========= =========== =========== Diluted 49,695 49,124 49,427 48,806 =========== ========= =========== =========== Earnings per share: Basic $ 1.65 $ 1.43 $ 4.44 $ 3.84 ----------- --------- ----------- ----------- Diluted $ 1.61 $ 1.40 $ 4.34 $ 3.78 =========== ========= =========== =========== THE NEIMAN MARCUS GROUP, INC. OTHER OPERATING DATA (UNAUDITED) SEGMENTS: Thirteen Weeks Ended Thirty-Nine Weeks Ended --------------------- ------------------------ (in millions) April 30, May 1, April 30, May 1, 2005 2004 2005 2004 --------- ----------- ----------- ---------- REVENUES: Specialty Retail Stores $ 767 $ 718 $ 2,416 $ 2,214 Direct Marketing 130 126 459 445 Other (1) 36 29 96 81 --------- ----------- ----------- ---------- Total $ 933 $ 873 $ 2,971 $ 2,740 ========= =========== =========== ========== OPERATING EARNINGS: (LOSSES) Specialty Retail Stores $ 126 $ 114 $ 344 $ 276 Direct Marketing 17 10 56 45 Other (1) 4 5 10 12 --------- ----------- ----------- ---------- Subtotal 147 129 410 333 Corporate expenses (12) (9) (31) (26) Loss on disposition of Chef's Catalog - - (15) - --------- ----------- ----------- ---------- Total $ 135 $ 120 $ 364 $ 307 ========= =========== =========== ========== OTHER DATA: Thirteen Weeks Ended Thirty-Nine Weeks Ended --------------------- ------------------------ (in millions) April 30, May 1, April 30, May 1, 2005 2004 2005 2004 --------- ----------- ----------- ---------- Capital Expenditures $ 56 $ 37 $ 151 $ 83 Depreciation 28 24 79 73 (1) Other includes the results of operations of Kate Spade LLC and Gurwitch Products, LLC. THE NEIMAN MARCUS GROUP, INC. RECONCILIATION OF GAAP NET EARNINGS TO NON-GAAP ADJUSTED EARNINGS (UNAUDITED) Thirteen Weeks Ended Thirty-Nine Weeks Ended -------------------- ----------------------- (in thousands, except April 30, May 1, April 30, May 1, per share data) 2005 2004 2005 2004 ---------- --------- ----------- ----------- Net earnings (GAAP) $79,775 $ 68,849 $214,478 $184,245 Loss on disposition of Chef's Catalog, net of taxes - - 9,288 - Effect of favorable tax settlements - - - (7,500) ---------- --------- ----------- ----------- Adjusted earnings (Non- GAAP) $79,775 $ 68,849 $223,766 $176,745 ========== ========= =========== =========== Diluted earnings per share (GAAP) $ 1.61 $ 1.40 $ 4.34 $ 3.78 Loss on disposition of Chef's Catalog, net of taxes - - 0.19 - Effect of favorable tax settlements - - - (0.15) ---------- --------- ----------- ----------- Adjusted earnings per share (Non-GAAP) $ 1.61 $ 1.40 $ 4.53 $ 3.63 ========== ========= =========== =========== The Neiman Marcus Group, Inc. believes reporting adjusted earnings is a more accurate representation of the Company's on-going economic performance and therefore uses adjusted reporting internally to evaluate and manage the Company's operations. The Neiman Marcus Group, 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 earnings should be considered in addition to, not as a substitute for, the Company's other measures of financial performance reported in accordance with generally accepted accounting principles. CONTACT: The Neiman Marcus Group, Inc., Dallas James E. Skinner, 214-743-7625 or Stacie Shirley, 214-757-2967 -----END PRIVACY-ENHANCED MESSAGE-----