-----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, SinCvDvNy0bG2w1MD33nVOgxus1bLCHuvKlh1R1b+MumFu1Ik3LrffEhNx76PLfk 66kYEFCeulO47hN+58mt8Q== 0001157523-05-010686.txt : 20051208 0001157523-05-010686.hdr.sgml : 20051208 20051208133120 ACCESSION NUMBER: 0001157523-05-010686 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051208 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051208 DATE AS OF CHANGE: 20051208 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: 051251650 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 a5036055.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 December 8, 2005 Date of earliest event reported December 8, 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 December 8, 2005, The Neiman Marcus Group, Inc. issued a press release announcing its results of operations and financial condition for the fiscal first quarter ended October 29, 2005. A copy of this press release is attached as Exhibit 99.1. The press release contains information relating to adjusted operating earnings 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. (c) Exhibits. 99.1 Press release dated December 8, 2005 announcing financial results for the fiscal first quarter ended October 29, 2005. 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. THE NEIMAN MARCUS GROUP, INC. Date: December 8, 2005 By: /s/ T. Dale Stapleton --------------------------------- T. Dale Stapleton Vice President and Controller (principal accounting officer of the registrant) EX-99.1 2 a5036055ex991.txt THE NEIMAN MARCUS GROUP, INC. EXHIBIT 99.1 Exhibit 99.1 The Neiman Marcus Group Reports First Quarter Earnings DALLAS--(BUSINESS WIRE)--Dec. 8, 2005--The Neiman Marcus Group, Inc. today reported financial results for the first quarter of fiscal year 2006. On October 6, 2005, the Company announced the completion of the acquisition of Neiman Marcus by an investor group led by Texas Pacific Group and Warburg Pincus LLC. The accompanying consolidated statements of earnings and related information present the Company's results of operations for the period preceding the acquisition (Predecessor) and the period succeeding the acquisition (Successor). The results of operations have been prepared by comparing the mathematical combination of the Successor and Predecessor periods in the thirteen weeks ended October 29, 2005 to the thirteen weeks ended October 30, 2004. The presentation does not comply with generally accepted accounting principles, but the Company believes that it provides a more meaningful method of comparison. For further information related to the Company's financial results, refer to the Company's Form 10-Q and other information available from the Securities and Exchange Commission. For the 13 weeks ended October 29, 2005, the Company reported total revenues of $976 million compared to $908 million in the prior year. Comparable revenues increased 8.4 percent. Operating earnings for the thirteen weeks ended October 29, 2005 were $104 million compared to $110 million for the first quarter of fiscal year 2005. The Neiman Marcus Group, Inc. believes reporting adjusted operating earnings 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. Excluding the impact of certain items as described below under "Other Items", adjusted operating earnings were $140 million in the first quarter of fiscal year 2006 compared to $125 million in the first quarter of fiscal year 2005, which represents an increase of 12 percent. See the attached schedule of "Other Operating Data" for the reconciliation of adjusted operating earnings and the Company's statements regarding the use of this non-GAAP financial measure. Business Segments First quarter revenues for the Specialty Retail Stores segment, which consists of Neiman Marcus Stores and Bergdorf Goodman, were $807 million, compared to $737 million in the previous year, which represents an increase of 8.9 percent at Neiman Marcus Stores and 13.7 percent at Bergdorf Goodman. Comparable revenues for Neiman Marcus Stores increased 8.0 percent for the first quarter of fiscal year 2006. First quarter fiscal year 2006 operating earnings for the Specialty Retail Stores segment were $135 million, compared to $120 million in the first quarter of fiscal year 2005, which represents an increase of 13 percent. Neiman Marcus Direct, the Company's direct marketing operation, reported first quarter fiscal year 2006 revenues of $139 million, compared to $140 million in the previous year. On a comparable basis, excluding Chef's Catalog, revenues increased 10.4 percent in the first quarter of fiscal year 2006. Operating earnings for Neiman Marcus Direct were $15 million in the first quarter compared to $11 million in the prior year, which represents an increase of 29 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. As a result of the acquisition, the Company recorded the following charges in the first quarter of fiscal year 2006: transaction and other costs of approximately $23.5 million, costs related to various valuation adjustments of approximately $7.8 million and amortization of customer lists and favorable lease commitments of approximately $4.9 million. In connection with the sale of Chef's Catalog, the Company recorded a pre-tax loss of approximately $15.3 million in its first quarter of fiscal year 2005. A live webcast of the conference call on earnings can be accessed through the Investor Information section of the Neiman Marcus Group website at www.neimanmarcusgroup.com on Thursday, December 8, 2005 beginning at 2:00 p.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 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 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 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. THE NEIMAN MARCUS GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) October 29, October 30, (in thousands) 2005 2004 ----------- ------------- (Successor) (Predecessor) ASSETS - ------ Current assets: Cash and cash equivalents $ 192,097 $ 258,367 Reserved cash 134,734 - Accounts receivable, net of allowance 39,940 641,236 Merchandise inventories 978,796 881,266 Other current assets 97,540 72,429 ----------- ------------- Total current assets 1,443,107 1,853,298 ----------- ------------- Property and equipment, net 1,114,363 776,665 Goodwill and intangibles, net 4,307,731 71,514 Other assets 121,214 56,598 ----------- ------------- Total assets $6,986,415 $ 2,758,075 =========== ============= LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ Current liabilities: Accounts payable $ 347,810 $ 293,344 Accrued liabilities 339,741 347,232 Notes payable and current maturities of long-term liabilities 5,700 4,200 Senior notes due 2008 134,734 - Borrowings under Credit Card Facility - 225,000 ----------- ------------- Total current liabilities 827,985 869,776 ----------- ------------- Long-term liabilities: Asset-based revolving credit facility 150,000 - Notes and debentures 3,295,565 249,762 Deferred income taxes 1,117,244 20,750 Other long-term liabilities 172,189 165,306 ----------- ------------- Total long-term liabilities 4,734,998 435,818 ----------- ------------- Minority interest 11,751 11,474 Total shareholders' equity 1,411,681 1,441,007 ----------- ------------- Total liabilities and shareholders' equity $6,986,415 $ 2,758,075 =========== ============= THE NEIMAN MARCUS GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) First Quarter First Quarter 2006 2005 ------------------------------------ ------------- Four Nine Thirteen Thirteen weeks weeks weeks weeks ended ended ended ended Oct. 29, Oct. 1, Oct. 29, Oct. 30, (in thousands) 2005 2005 2005 2004 ----------- ------------- ---------- ------------- (Successor) (Predecessor) (Combined) (Predecessor) Revenues $ 324,790 $ 651,648 $976,438 $ 907,936 Cost of goods sold including buying and occupancy costs 195,209 378,767 573,976 531,183 Selling, general and administrative expenses 79,200 161,035 240,235 227,104 Depreciation expense 9,709 19,960 29,669 24,386 Amortization of customer lists 3,378 - 3,378 - Amortization of favorable lease commitments 1,559 - 1,559 - Transaction and other costs - 23,544 23,544 - Loss on disposition of Chef's Catalog - - - 15,348 ----------- ------------- ---------- ------------- Operating earnings 35,735 68,342 104,077 109,915 Interest (income) expense, net 17,285 (866) 16,419 4,037 ----------- ------------- ---------- ------------- Earnings before income taxes and minority interest 18,450 69,208 87,658 105,878 Income taxes 7,269 25,607 32,876 40,975 ----------- ------------- ---------- ------------- Earnings before minority interest 11,181 43,601 54,782 64,903 Minority interest in net (loss) earnings of subsidiaries (332) 553 221 (787) ----------- ------------- ---------- ------------- Net earnings $ 10,849 $ 44,154 $ 55,003 $ 64,116 =========== ============= ========== ============= THE NEIMAN MARCUS GROUP, INC. OTHER OPERATING DATA (UNAUDITED) SEGMENTS: First Quarter First Quarter 2006 2005 ------------------------------------ ------------- Four Nine Thirteen Thirteen weeks weeks weeks weeks ended ended ended ended (dollars in Oct. 29, Oct. 1, Oct. 29, Oct. 30, millions) 2005 2005 2005 2004 ----------- ------------- ---------- ------------- (Successor) (Predecessor) (Combined) (Predecessor) REVENUES: Specialty Retail Stores $ 262.4 $ 544.9 $ 807.3 $ 736.9 Direct Marketing 51.4 87.5 138.9 139.8 Other (1) 11.0 19.2 30.2 31.2 ----------- ------------- ---------- ------------- Total $ 324.8 $ 651.6 $ 976.4 $ 907.9 =========== ============= ========== ============= OPERATING EARNINGS: Specialty Retail Stores $ 44.1 $ 91.4 $ 135.4 $ 120.2 Direct Marketing 6.4 8.2 14.7 11.3 Other (1) 1.2 (2.0) (0.8) 2.9 Corporate expenses (3.2) (5.8) (9.0) (9.2) ----------- ------------- ---------- ------------- ADJUSTED OPERATING EARNINGS $ 48.5 $ 91.8 $ 140.3 $ 125.2 Amortization of customer lists (3.4) - (3.4) - Amortization of favorable lease commitments (1.6) - (1.6) - Non-cash charges related to other valuation adjustments made in connection with the acquisition (7.8) - (7.8) - Transaction and other costs - (23.5) (23.5) - Loss on disposition of Chef's Catalog - - - (15.3) ----------- ------------- ---------- ------------- OPERATING EARNINGS $ 35.7 $ 68.3 $ 104.0 $ 109.9 =========== ============= ========== ============= (1) Other includes the results of operations of Kate Spade LLC and Gurwitch Products, LLC. The results of operations have been prepared by comparing the mathematical combination of the Successor and Predecessor periods in the thirteen weeks ended October 29, 2005 to the thirteen weeks ended October 30, 2004. The presentation does not comply with generally accepted accounting principles, but the Company believes that it provides a more meaningful method of comparison. Adjusted operating earnings represents operating earnings adjusted for amortization of customer lists and favorable lease commitments, purchase accounting adjustments, transaction and other costs and the loss on disposition of Chef's Catalog. The Neiman Marcus Group, Inc. believes reporting adjusted operating earnings 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. 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 operating earnings is not a recognized term under generally accepted accounting principles (GAAP). 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. Adjusted operating earnings as presented herein are not necessarily comparable to similarly titled measures. THE NEIMAN MARCUS GROUP, INC. OTHER OPERATING DATA (UNAUDITED) OTHER DATA: First Quarter First Quarter 2006 2005 ------------------------------------ ------------- Four Nine Thirteen Thirteen weeks weeks weeks weeks ended ended ended ended (dollars in Oct. 29, Oct. 1, Oct. 29, Oct. 30, millions) 2005 2005 2005 2004 ----------- ------------- ---------- ------------- (Successor) (Predecessor) (Combined) (Predecessor) Capital Expenditures $ 23 $ 26 $ 49 $ 51 Depreciation 10 20 30 24 Amortization 5 - 5 - CONTACT: The Neiman Marcus Group, Inc., Dallas James E. Skinner, 214-743-7625 or Stacie Shirley, 214-757-2967 -----END PRIVACY-ENHANCED MESSAGE-----