NEIMAN MARCUS GROUP INC - 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended May 3, 2003

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file no. 1-9659

The Neiman Marcus Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		95-4119509
(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)

(214) 741-6911

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES

As of June 5, 2003, the number of outstanding shares of each of the issuer’s classes of common stock was:

Class		Outstanding Shares
Class A Common Stock, $.01 Par Value		27,913,014
Class B Common Stock, $.01 Par Value		19,666,933

THE NEIMAN MARCUS GROUP, INC.

INDEX

Part I.	Financial Information

Item 1.	Condensed Consolidated Balance Sheets as of May 3, 2003, August 3, 2002 and April 27, 2002

	Condensed Consolidated Statements of Earnings for the Thirteen Weeks and Thirty-nine Weeks Ended May 3, 2003 and April 27, 2002

	Condensed Consolidated Statements of Cash Flows for the Thirty-nine Weeks Ended May 3, 2003 and April 27, 2002

	Notes to Condensed Consolidated Financial Statements

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Item 4.	Controls and Procedures

Part II.	Other Information

Item 1.	Legal Proceedings

Item 6.	Exhibits and Reports on Form 8-K

Signatures

Certifications Required by Section 302(a) of the Sarbanes-Oxley Act of 2002

THE NEIMAN MARCUS GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except shares)	May 3, 2003			August 3, 2002		April 27, 2002

ASSETS
Current assets:
Cash and cash equivalents	$	133,670		$	178,638	$	150,059
Undivided interests in NMG Credit Card Master Trust	279,556			208,602		263,614
Accounts receivable, net	25,132			19,778		24,975
Merchandise inventories	719,118			656,844		635,252
Other current assets	58,681			63,764		57,557
Total current assets	1,216,157			1,127,626		1,131,457

Property and equipment, net	676,059			653,166		647,741
Other assets	107,851			126,754		126,210
Total assets	$	2,000,067		$	1,907,546	$	1,905,408

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Notes payable and current maturities of long-term liabilities	$	1,799		$	1,098	$	1,098
Accounts payable	224,945			257,560		227,237
Accrued liabilities	293,145			259,800		284,810
Total current liabilities	519,889			518,458		513,145

Long-term liabilities:
Notes and debentures	249,727			249,710		249,704
Other long-term liabilities	87,530			77,473		87,389
Total long-term liabilities	337,257			327,183		337,093

Minority interest	9,462			6,592		9,508

Common stock	482			480		481
Additional paid-in capital	447,456			443,788		440,267
Accumulated other comprehensive (loss) income	(11,729		)	906		91
Retained earnings	712,270			610,139		604,823
Treasury stock (524,177 shares, at cost)	(15,020		)	—		—
Total shareholders’ equity	1,133,459			1,055,313		1,045,662
Total liabilities and shareholders’ equity	$	2,000,067		$	1,907,546	$	1,905,408

See Notes to Condensed Consolidated Financial Statements.

THE NEIMAN MARCUS GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(UNAUDITED)

	Thirteen Weeks Ended					Thirty-Nine Weeks Ended
(in thousands, except per share data)	May 3, 2003		April 27, 2002			May 3, 2003		April 27, 2002

Revenues	$	722,917	$	692,741		$	2,395,467	$	2,281,976
Cost of goods sold including buying and occupancy costs	463,713		441,412			1,572,222		1,523,068
Selling, general and administrative expenses	187,372		179,292			617,765		597,782
Effect of change in vacation policy	—		(16,576		)	—		(16,576		)
Impairment and other charges	—		8,163			—		10,163

Operating earnings	71,832		80,450			205,480		167,539

Interest expense, net	4,245		3,914			12,183