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 January 31, 2004

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 ý NO o

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

YES ý NO o

As of March 3, 2004, 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		29,300,863
Class B Common Stock, $.01 Par Value		19,941,833

THE NEIMAN MARCUS GROUP, INC.

INDEX

Part I.	Financial Information

Item 1.	Condensed Consolidated Balance Sheets as of January 31, 2004, August 2, 2003 and February 1, 2003

	Condensed Consolidated Statements of Earnings for the Thirteen Weeks and Twenty-Six Weeks Ended January 31, 2004 and February 1, 2003

	Condensed Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended January 31, 2004 and February 1, 2003

	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 4.	Submission of Matters to a Vote of Security Holders

Item 6.	Exhibits and Reports on Form 8-K

Signatures

THE NEIMAN MARCUS GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands)	January 31, 2004			August 2, 2003			February 1, 2003

ASSETS
Current assets:
Cash and cash equivalents	$	251,658		$	206,950		$	161,229
Undivided interests in NMG Credit Card Master Trust	164,652			243,145			295,321
Accounts receivable, net	321,005			22,595			22,271
Merchandise inventories	658,177			687,062			654,309
Other current assets	75,985			86,369			70,964
Total current assets	1,471,477			1,246,121			1,204,094

Property and equipment, net	674,139			674,185			678,131
Other assets	112,380			114,124			119,405
Total assets	$	2,257,996		$	2,034,430		$	2,001,630

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Notes payable and current maturities of long-term liabilities	$	845		$	1,241		$	2,246
Accounts payable	227,121			262,909			258,360
Accrued liabilities	304,103			266,259			282,259
Total current liabilities	532,069			530,409			542,865

Long-term liabilities:
Notes and debentures	249,745			249,733			249,722
Borrowings under Credit Card Facility	111,326			—			—
Other long-term liabilities	90,884			108,234			109,206
Total long-term liabilities	451,955			357,967			358,928

Minority interest	10,729			8,206			9,044

Common stocks	492			479			482
Additional paid-in capital	481,598			458,520			446,461
Accumulated other comprehensive loss	(25,326		)	(25,573		)	(12,270		)
Retained earnings	828,525			719,442			671,140
Treasury stock, at cost (699,777 shares at January 31, 2004 and 524,177 shares at August 2, 2003)	(22,046		)	(15,020		)	(15,020		)
Total shareholders’ equity	1,263,243			1,137,848			1,090,793
Total liabilities and shareholders’ equity	$	2,257,996		$	2,034,430		$	2,001,630

See Notes to Condensed Consolidated Financial Statements.

THE NEIMAN MARCUS GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(UNAUDITED)

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
(in thousands, except per share data)	January 31, 2004		February 1, 2003		January 31, 2004		February 1, 2003

Revenues	$	1,054,124	$	938,467	$	1,878,987	$	1,672,550

Cost of goods sold including buying and occupancy costs	717,165		654,578		1,225,577		1,108,509
Selling, general and administrative expenses	246,958		225,485		466,121		430,393

Operating earnings	90,001