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 October 30, 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 December 1, 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		29,372,487
Class B Common Stock, $.01 Par Value		19,422,379

THE NEIMAN MARCUS GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands)	October 30, 2004			July 31, 2004			November 1, 2003

ASSETS
Current assets:
Cash and cash equivalents	$	258,367		$	368,367		$	127,524
Undivided interests in NMG Credit Card Master Trust	—			—			314,138
Accounts receivable, net of allowance of $11,132, $10,078 and $432	641,236			551,687			33,075
Merchandise inventories	881,266			720,277			830,319
Other current assets	72,429			65,835			73,345
Total current assets	1,853,298			1,706,166			1,378,401

Property and equipment, net	706,078			693,772			674,970
Other assets	128,112			145,812			112,655
Total assets	$	2,687,488		$	2,545,750		$	2,166,026

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	293,344		$	289,282		$	266,889
Accrued liabilities	347,232			286,833			323,188
Notes payable and current maturities of long-term liabilities	4,200			1,563			2,252
Current portion of borrowings under Credit Card Facility	225,000			150,000			—
Total current liabilities	869,776			727,678			592,329

Long-term liabilities:
Notes and debentures	249,762			249,757			249,739
Borrowings under Credit Card Facility	—			75,000			—
Other long-term liabilities	115,469			112,455			114,463
Total long-term liabilities	365,231			437,212			364,202

Minority interest	11,474			10,298			9,700

Common stocks	496			492			488
Additional paid-in capital	505,573			491,849			471,328
Accumulated other comprehensive loss	(3,068		)	(4,536		)	(25,642		)
Retained earnings	963,431			905,330			775,667
Treasury stock, at cost (764,631 shares, 710,227 shares and 699,777 shares)	(25,425		)	(22,573		)	(22,046		)
Total shareholders’ equity	1,441,007			1,370,562			1,199,795
Total liabilities and shareholders’ equity	$	2,687,488		$	2,545,750		$	2,166,026

See Notes to Condensed Consolidated Financial Statements.

Part I.	Financial Information

Item 1.	Condensed Consolidated Balance Sheets as of October 30, 2004, July 31, 2004 and November 1, 2003

	Condensed Consolidated Statements of Earnings for the Thirteen Weeks Ended October 30, 2004 and November 1, 2003

	Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks Ended October 30, 2004 and November 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 2.	Unregistered Sales of Equity and Use of Proceeds

Item 6.	Exhibits

Signatures

	Thirteen Weeks Ended
(in thousands, except per share data)	October 30, 2004		November 1, 2003

Revenues	$	907,936	$	818,769
Cost of goods sold including buying and occupancy costs	554,710		510,350
Selling, general and administrative expenses	227,963		211,130
Loss on disposition of Chef’s Catalog	15,348		—

Operating earnings	109,915

For the Quarterly Period Ended October 30, 2004

One Marcus Square

1618 Main Street

Dallas, Texas 75201