-----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, UirywxSnrIxWlcigqlAfvP3LS4UfXTgnfvERutPOK7Y7oGKviB/ageyS+bAC2tUA TA8AnMid0/CCO1eWbyuy9A== 0001157523-05-007919.txt : 20050906 0001157523-05-007919.hdr.sgml : 20050905 20050906163035 ACCESSION NUMBER: 0001157523-05-007919 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050906 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050906 DATE AS OF CHANGE: 20050906 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: 051070684 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 a4965831.txt THE NEIMAN MARCUS GROUP, 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 6, 2005 Date of earliest event reported September 6, 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 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 September 6, 2005, The Neiman Marcus Group, Inc. issued a press release announcing its results of operations and financial condition for the fiscal fourth quarter and fiscal year ended July 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 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. 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. ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 Press release dated September 6, 2005 announcing financial results for the fiscal fourth quarter and fiscal year ended July 30, 2005. SIGNATURES THE NEIMAN MARCUS GROUP, INC. Date: September 6, 2005 By: /s/ T. Dale Stapleton -------------------------- T. Dale Stapleton Vice President and Controller (principal accounting officer of the registrant) EX-99.1 2 a4965831ex991.txt THE NEIMAN MARCUS GROUP, INC. EXHIBIT 99.1 Exhibit 99.1 The Neiman Marcus Group Reports Record Results; Fourth Quarter Earnings Growth of 67%; Fiscal Year Earnings Growth of 21% DALLAS--(BUSINESS WIRE)--Sept. 6, 2005--The Neiman Marcus Group, Inc. (NYSE:NMG.A) (NYSE:NMG.B) today reported financial results for the fourth quarter and fiscal year 2005. For the fourth quarter of fiscal year 2005, the Company reported total revenues of $851 million compared to $784 million in the prior year. Comparable revenues increased 9.6 percent. Net earnings were $34 million, or $0.69 per diluted share, in the fourth quarter of fiscal year 2005 compared to $21 million, or $0.42 per diluted share, in the fourth quarter of fiscal year 2004, an increase of 67 percent. Excluding the impact of certain items as described below under "Other Items", adjusted earnings for the fourth quarter of fiscal year 2005 were $26 million, or $0.53 per diluted share, compared to $23 million, or $0.47 per diluted share, in the fourth quarter of fiscal year 2004, an increase of 15 percent. 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. For fiscal year 2005, total revenues were $3.82 billion compared to $3.52 billion in the prior year. Comparable revenues increased 9.9 percent for fiscal year 2005. Net earnings for fiscal year 2005 were $249 million, or $5.02 per diluted share, compared to $205 million, or $4.19 per diluted share, for fiscal year 2004, which represents an increase of 21 percent. Adjusted earnings for fiscal year 2005 were $251 million, or $5.06 per diluted share, compared to adjusted earnings of $200 million, or $4.09 per diluted share, for the prior year, an increase of 26 percent. Adjusted earnings for fiscal year 2005 and 2004 exclude the impact of certain items as described below under "Other Items". "This was an outstanding year for the Neiman Marcus Group," said Burton M. Tansky, President and Chief Executive Officer. "The productivity of our business model continued to improve as we achieved a record operating margin and sales per square foot." Mr. Tansky continued, "We achieved these record results through our intense focus on full price selling, efficient inventory management and disciplined expense control. We believe this strategy, in combination with our many initiatives, will further strengthen our position in the luxury market. I commend our entire team for their efforts and steadfast dedication to outstanding customer service and merchandise leadership." Business Segments Fourth quarter revenues for the Specialty Retail Stores segment, which consists of Neiman Marcus Stores and Bergdorf Goodman, were $687 million, compared to $636 million in the previous year. Revenues for the fourth quarter of fiscal year 2005 compared to last year increased 7.0 percent and 14.5 percent at Neiman Marcus Stores and Bergdorf Goodman, respectively. Comparable store revenues increased 6.4 percent at Neiman Marcus Stores for the fourth quarter of fiscal year 2005. Fourth quarter operating earnings for the Specialty Retail Stores segment were $34 million compared to $31 million in the prior year, an increase of 8 percent. Fiscal year 2005 revenues for the Specialty Retail Stores segment, were $3.10 billion compared to $2.85 billion in the previous year. Revenues for fiscal year 2005 compared to last year increased 8.3 percent and 12.9 percent at Neiman Marcus Stores and Bergdorf Goodman, respectively. Comparable store revenues increased 8.1 percent at Neiman Marcus Stores for fiscal year 2005. Fiscal year 2005 operating earnings for the Specialty Retail Stores segment were $378 million compared to $311 million in the prior year, which represents an increase of 22 percent. Neiman Marcus Direct, the Company's direct marketing operation, reported fourth quarter fiscal year 2005 revenues of $134 million compared to $125 million in the previous year. On a comparable basis, excluding Chef's Catalog, revenues increased 19.5 percent for the fourth quarter of fiscal year 2005. Operating earnings for Neiman Marcus Direct increased to $19 million in the fourth quarter of fiscal year 2005 from $16 million a year ago, an increase of 20 percent. Fiscal year 2005 revenues for Neiman Marcus Direct were $592 million compared to $571 million in the previous year. Excluding Chef's Catalog, revenues for fiscal year 2005 were $578 million. On a comparable basis, excluding Chef's Catalog, revenues increased 16.3 percent for fiscal year 2005. Operating earnings for Neiman Marcus Direct increased to $75 million in fiscal year 2005 from $61 million a year ago, an increase of 23 percent. 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. In the fourth quarter of fiscal year 2005, the Company recorded a pretax gain of approximately $6.2 million as a result of the sale of its private label credit card account portfolio to HSBC Retail Services and approximately $7.6 million of tax benefits associated with favorable tax settlements and the reductions in the Company's deferred tax liabilities. The Company recorded approximately $1.3 million and $5.4 million of transaction costs in the third and fourth quarters of fiscal year 2005, respectively, related to the pending sale of the Company to an investment group consisting of Texas Pacific Group and Warburg Pincus LLC. In the first quarter of fiscal year 2005, the Company recorded a pretax loss of approximately $15.3 million or $0.19 per diluted share, for the loss on disposition of Chef's Catalog. In the fourth quarter of fiscal year 2004, the Company recorded a pretax charge of approximately $3.9 million for the impairment of the Chef's Catalog trade name. In the second quarter of fiscal year 2004, the Company recorded approximately $7.5 million for the impact of favorable settlements associated with previous tax filings. 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) July 30, July 31, 2005 2004 ----------- ----------- ASSETS - ---------------------------------------------- Current assets: Cash and cash equivalents $853,482 $368,367 Accounts receivable 29,886 551,687 Merchandise inventories 748,366 720,277 Deferred income taxes 17,783 9,078 Other current assets 58,964 56,757 ----------- ----------- Total current assets 1,708,481 1,706,166 ----------- ----------- Property and equipment, net 855,009 750,483 Other assets: Trademarks and other intangible assets, net 74,134 91,864 Other assets 23,036 69,135 ----------- ----------- Total other assets $2,660,660 $2,617,648 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY - ---------------------------------------------- Current liabilities: Notes payable and current maturities of long-term liabilities $1,450 $1,563 Accounts payable 282,887 289,282 Accrued liabilities 332,937 286,833 Current portion of borrowings under Credit Card Facility -- 150,000 ----------- ----------- Total current liabilities 617,274 727,678 ----------- ----------- Long-term liabilities: Notes and debentures 249,780 249,757 Borrowings under Credit Card Facility -- 75,000 Deferred real estate credits 86,575 71,898 Other long-term liabilities 120,973 112,455 ----------- ----------- Total long-term liabilities 457,328 509,110 ----------- ----------- Minority interest 12,112 10,298 Total shareholders' equity 1,573,946 1,370,562 ----------- ----------- Total liabilities and shareholders' equity $2,660,660 $2,617,648 =========== =========== THE NEIMAN MARCUS GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) Fourth Quarter Ended Fiscal Year Ended ------------------- ----------------------- (in thousands, except per July 30, July 31, July 30, July 31, share data) 2005 2004 2005 2004 --------- --------- ----------- ----------- Revenues $851,391 $784,468 $3,821,924 $3,524,771 Cost of goods sold including buying and occupancy costs 601,266 553,231 2,494,172 2,327,229 Selling, general and administrative expenses 203,600 189,033 900,352 848,453 Impairment charge -- 3,853 -- 3,853 Loss on disposition of Chef's Catalog -- -- 15,348 -- Gain on credit card transaction (6,170) -- (6,170) -- Transaction costs 5,396 -- 6,696 -- --------- --------- ----------- ----------- Operating earnings 47,299 38,351 411,526 345,236 Interest expense, net 1,430 4,108 12,378 15,923 --------- --------- ----------- ----------- Earnings before income taxes and minority interest 45,869 34,243 399,148 329,313 Income taxes 10,473 13,356 146,487 120,932 --------- --------- ----------- ----------- Earnings before minority interest 35,396 20,887 252,661 208,381 Minority interest in net earnings of subsidiaries (1,050) (300) (3,837) (3,549) --------- --------- ----------- ----------- Net earnings $34,346 $20,587 $248,824 $204,832 ========= ========= =========== =========== Weighted average number of common and common equivalent shares outstanding: Basic 48,392 48,201 48,330 47,997 ========= ========= =========== =========== Diluted 49,842 49,074 49,531 48,873 ========= ========= =========== =========== Earnings per share: Basic $0.71 $0.43 $5.15 $4.27 --------- --------- ----------- ----------- Diluted $0.69 $0.42 $5.02 $4.19 ========= ========= =========== =========== THE NEIMAN MARCUS GROUP, INC. OTHER OPERATING DATA (UNAUDITED) SEGMENTS: Fourth Quarter Ended Fiscal Year Ended ------------------- ----------------------- (in millions) July 30, July 31, July 30, July 31, 2005 2004 2005 2004 --------- --------- ----------- ----------- REVENUES: Specialty Retail Stores $687 $636 $3,103 $2,850 Direct Marketing 134 125 592 571 Other (1) 30 23 127 104 --------- --------- ----------- ----------- Total $851 $784 $3,822 $3,525 ========= ========= =========== =========== OPERATING EARNINGS: (LOSSES) Specialty Retail Stores $34 $31 $378 $311 Direct Marketing 19 16 75 61 Other (1) 3 1 14 13 --------- --------- ----------- ----------- Subtotal 56 48 467 385 Corporate expenses (15) (6) (46) (36) Loss on disposition of Chef's Catalog -- -- (15) -- Gain on Credit Card Sale 6 -- 6 -- Impairment Charge -- (4) -- (4) --------- --------- ----------- ----------- Total $47 $38 $412 $345 ========= ========= =========== =========== OTHER DATA: Fourth Quarter Fiscal Year Ended Ended ------------------- ----------------------- (in millions) July 30, July 31, July 30, July 31, 2005 2004 2005 2004 --------- --------- ----------- ----------- Capital Expenditures $52 $37 $203 $120 Depreciation 28 26 108 99 (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) Fourth Quarter Ended Fiscal Year Ended ------------------- ----------------------- (in thousands, except per July 30, July 31, July 30, July 31, share data) 2005 2004 2005 2004 --------- --------- ----------- ----------- Net earnings (GAAP) $34,346 $20,587 $248,824 $204,832 Impairment charge, net of taxes -- 2,350 -- 2,350 Loss on disposition of Chef's Catalog, net of taxes -- -- 9,288 -- Gain on credit card transaction, net of taxes (3,788) -- (3,788) -- Tax benefits related to favorable settlements and other items (7,585) -- (7,585) (7,500) Transaction costs, net of taxes 3,313 -- 4,111 -- --------- --------- ----------- ----------- Adjusted earnings (Non- GAAP) $26,286 $22,937 $250,850 $199,682 ========= ========= =========== =========== Diluted earnings per share (GAAP) $0.69 $0.42 $5.02 $4.19 Impairment charge, net of taxes -- 0.05 -- 0.05 Loss on disposition of Chef's Catalog, net of taxes -- -- 0.19 -- Gain on credit card transaction, net of taxes (0.08) -- (0.08) -- Tax benefits related to favorable settlements and other items (0.15) -- (0.15) (0.15) Transaction costs, net of taxes 0.07 -- 0.08 -- --------- --------- ----------- ----------- Adjusted earnings per share (Non-GAAP) $0.53 $0.47 $5.06 $4.09 ========= ========= =========== =========== 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. James E. Skinner, 214-743-7625 or Stacie Shirley, 214-757-2967 -----END PRIVACY-ENHANCED MESSAGE-----