UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 9, 2018

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.)

One Marcus Square

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




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 March 9, 2018 Neiman Marcus Group LTD LLC issued a press release announcing its results of operations and financial condition for the fiscal second quarter ended January 27, 2018.  A copy of this press release is attached as Exhibit 99.1.

The press release contains information relating to EBITDA, Adjusted EBITDA and Free Cash Flow. 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 and Exhibits.  

(d)     Exhibits:

Exhibit No.   Description

99.1

Press release issued March 9, 2018 announcing financial results for the fiscal second quarter ended January 27, 2018.




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.

.

 

NEIMAN MARCUS GROUP LTD LLC

 

 
Date:

March 9, 2018

By:

/s/ T. Dale Stapleton

Name:

T. Dale Stapleton

Title:

Interim Chief Financial Officer, Senior Vice President and

Chief Accounting Officer (principal accounting officer or

the registrant)

Exhibit 99.1

Neiman Marcus Group LTD LLC Reports Second Quarter Results

DALLAS--(BUSINESS WIRE)--March 9, 2018--Neiman Marcus Group LTD LLC today reported financial results for its second quarter of fiscal year 2018 ended January 27, 2018 that reflect indications that the Company’s base business is stabilizing and is positioned for growth after two straight quarters of year-over-year revenue increases. These increases were supported by the company’s “Digital First” strategy and recent investments in new technologies and marketing tools.

“I am excited about our momentum, which underscores Neiman Marcus Group is truly unique within our industry for our ability to deliver on a personalized luxury shopping experience across channels and brands,” commented Geoffroy van Raemdonck, Chief Executive Officer of the Company. “We will continue to innovate and invest in the business to envision new ways to serve the luxury customers of today and tomorrow.”

For the second quarter, the Company reported total revenues of $1.48 billion, representing an increase of 6.2% compared to total revenues of $1.40 billion for the second quarter of fiscal year 2017. During this same period, comparable revenues increased 6.7%. Including a provisional non-cash income tax benefit of approximately $384.1 million in the second quarter of fiscal year 2018 and non-cash impairment charges of $153.8 million in the second quarter of fiscal year 2017 as described below under “Other Items”, the Company reported net earnings of $372.5 million in the second quarter of fiscal year 2018 compared to a net loss of $117.1 million in the prior year. Adjusted EBITDA, which is described on page 8 of this release, for the second quarter of fiscal year 2018 was $154.8 million compared to $126.8 million in the prior year.


For the 26 weeks ended January 27, 2018, the Company reported total revenues of $2.60 billion, representing an increase of 5.2% compared to total revenues of $2.47 billion for the same period in the prior year. During this same period, comparable revenues increased 5.6%. Including a provisional non-cash income tax benefit of approximately $384.1 million in fiscal year 2018 and non-cash impairment charges of $153.8 million in fiscal year 2017 as described below under “Other Items”, the Company reported net earnings of $346.3 million for the 26 weeks ended January 27, 2018 compared to a net loss of $140.6 million in the prior year. Adjusted EBITDA for the 26 weeks ended January 27, 2018 was $277.2 million compared to $249.7 million for the same period in the prior year. Free Cash Flow, which is described on page 9 of this release, for the 26 weeks ended January 27, 2018 was $129.7 million.

Other Items. The Company recorded a provisional non-cash income tax benefit of approximately $384.1 million in the second quarter of fiscal year 2018 due to the impact of the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017. The Company also recorded non-cash impairment charges of $153.8 million in the second quarter of fiscal year 2017 to state certain intangible and other assets, primarily related to its Neiman Marcus brand, to their estimated fair value.

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 Friday, March 9, 2018 beginning at 9:00 a.m. Central Standard 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 (loss), a GAAP measure, see “Non-GAAP Financial Measures” on page 8 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)

January 27,
2018

January 28,
2017

 

ASSETS

Current assets:
Cash and cash equivalents $ 35,788 $ 48,443
Credit card receivables 42,258 37,437
Merchandise inventories 1,137,178 1,213,483
Other current assets   143,452   130,249
Total current assets   1,358,676   1,429,612
 
Property and equipment, net 1,557,112 1,600,816
Intangible assets, net 2,786,041 3,036,228
Goodwill 1,887,729 2,067,449
Other long-term assets   37,377   22,480
Total assets $ 7,626,935 $ 8,156,585
 

LIABILITIES AND MEMBER EQUITY

Current liabilities:
Accounts payable $ 283,805 $ 384,148
Accrued liabilities 532,081 509,629
Current portion of long-term debt   29,426   29,426
Total current liabilities   845,312   923,203
 
Long-term liabilities:
Revolving credit facilities 134,593 170,000
Long-term debt, net of debt issuance costs 4,437,669 4,415,911
Deferred income taxes 762,840 1,211,788
Other long-term liabilities   607,507   625,872
Total long-term liabilities   5,942,609   6,423,571
 
Total member equity   839,014   809,811
Total liabilities and member equity $ 7,626,935 $ 8,156,585
 

         
NEIMAN MARCUS GROUP LTD LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
Thirteen weeks ended Twenty-six weeks ended

(in thousands)

January 27,
2018

   

January 28,
2017

January 27,
2018

   

January 28,
2017

 

Revenues $ 1,482,118 $ 1,395,576 $ 2,602,417 $ 2,474,683
Cost of goods sold including buying and occupancy costs 1,024,056 982,465 1,746,943 1,682,360
Selling, general and administrative expenses 322,359 307,718 617,639 584,314
Income from credit card program (14,065 ) (16,750 ) (25,929 ) (30,418 )
Depreciation expense 53,428 57,213 108,656 114,097
Amortization of intangible assets 11,500 12,881 23,664 26,504
Amortization of favorable lease commitments 12,784 13,443 25,569 27,097
Other expenses 12,614 5,211 15,454 12,029
Impairment charges   -     153,772     -     153,772  
 
Operating earnings (loss) 59,442 (120,377 ) 90,421 (95,072 )
 
Interest expense, net   76,549     74,197     152,647     146,280  
 
Loss before income taxes (17,107 ) (194,574 ) (62,226 ) (241,352 )
 
Income tax benefit   (389,639 )   (77,505 )   (408,541 )   (100,770 )
 
Net earnings (loss) $ 372,532   $ (117,069 ) $ 346,315   $ (140,582 )
 

         
NEIMAN MARCUS GROUP LTD LLC
OTHER OPERATING DATA
(UNAUDITED)
OTHER DATA:
 
Thirteen weeks ended Twenty-six weeks ended

(in millions)

January 27,
2018

   

January 28,
2017

January 27,
2018

   

January 28,
2017

 

Capital expenditures $ 41.1 $ 49.5 $ 65.8 $ 115.7
 
Rent expense $ 30.9 $ 30.3 $ 59.2 $ 58.5
 
Adjusted EBITDA $ 154.8 $ 126.8 $ 277.2 $ 249.7
 
 

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 and Free Cash Flow to monitor and evaluate the performance of its business and believes the presentation of these measures 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. The Company defines Free Cash Flow as net cash flow provided by operating activities, less capital expenditures. These financial metrics are not presentations made in accordance with GAAP.

Adjusted EBITDA and Free Cash Flow should not be considered as alternatives to operating earnings (loss) or net earnings (loss) as a measure of operating performance. In addition, Adjusted EBITDA and Free Cash Flow are not presented as and should not be considered as alternatives to cash flows as a measure of liquidity. Adjusted EBITDA and Free Cash Flow have important limitations as analytical tools and should not be considered in isolation, or as substitutes 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 or Free Cash Flow differently than it does, limiting their usefulness as comparative measures.

In calculating these financial measures, the Company makes certain adjustments that are based on assumptions and estimates that may prove inaccurate. In addition, in the future the Company may incur expenses similar to those eliminated in this presentation. The following table reconciles net earnings (loss) as reflected in the Company’s condensed consolidated statements of operations prepared in accordance with GAAP to Adjusted EBITDA (figures may not sum due to rounding):

 

    Thirteen weeks ended       Twenty-six weeks ended

(in millions)

January 27,
2018

 

 

January 28,
2017

January 27,
2018

   

January 28,
2017

 
Net earnings (loss) $ 372.5 $ (117.1 ) $ 346.3 $ (140.6 )
Income tax benefit (389.6 ) (77.5 ) (408.5 ) (100.8 )
Interest expense, net 76.5 74.2 152.6 146.3
Depreciation expense 53.4 57.2 108.7 114.1

Amortization of intangible assets and favorable lease commitments

 

24.3

   

26.3

    49.2     53.6  
EBITDA $ 137.2 $ (36.8 ) $ 248.3 $ 72.6
 
Impairment charges - 153.8 - 153.8

Non-cash stock compensation and other long-term cash incentives

3.7 (0.9 ) 10.1 0.5

Incremental non-cash rent expense related to purchase accounting adjustments

2.1 2.5 4.4 5.0

Liquidation markdowns and expenses related to store closures

12.2 1.5 13.5 1.5

Expenses related to Cyber-Attack, net of insurance recoveries

- - 1.1 -

Expenses incurred in connection with openings of new stores / remodels of existing stores

1.5 3.0 2.3 5.7

Expenses incurred in connection with strategic initiatives

1.4 1.9 1.8 8.5
MyTheresa acquisition costs - 1.3 - 0.7
Non-cash gain related to change in vacation policy (7.8 ) - (9.0 ) -
Other expenses   4.6     0.5     4.6     1.3  

Adjusted EBITDA

$ 154.8   $ 126.8   $ 277.2   $ 249.7  
 

In the twenty-six weeks ended January 27, 2018, the Company’s Free Cash Flow of $129.7 million reconciles to (i) net cash provided by operating activities of $195.5 million, less (ii) capital expenditures of $65.8 million, in each case as reflected in the Company’s condensed consolidated statements of cash flows prepared in accordance with GAAP.

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