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8-K - NEIMAN MARCUS GROUP LTD LLC 8-K - Neiman Marcus Group LTD LLCa50944249.htm

Exhibit 99.1

Neiman Marcus Group LTD LLC Reports Fourth Quarter and Fiscal Year 2014 Results

DALLAS--(BUSINESS WIRE)--September 17, 2014--Neiman Marcus Group LTD LLC today reported financial results for the fourth quarter and fiscal year ended August 2, 2014. The fourth quarter of fiscal year 2014 and fiscal year 2014 amounts are reported on a thirteen and fifty-two week basis, respectively. The Company’s fiscal year 2013 included a fifty-third week. Unless otherwise stated, the fourth quarter of fiscal year 2013 and fiscal year 2013 amounts are reported on a fourteen and fifty-three week basis, respectively. However, revenues in the 53rd week are not included in any comparable revenue calculations.

On October 25, 2013, the Company announced the completion of the acquisition of Neiman Marcus by an investor group led by private investment funds affiliated with Ares Management, L.P. and Canada Pension Plan Investment Board. The accompanying consolidated statements of operations 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 acquisition has been recorded for accounting purposes as of November 2, 2013, the end of the Company’s first quarter of fiscal year 2014.


The Company has prepared its discussion of the results of operations for the fifty-two weeks ended August 2, 2014 by comparing the results of operations of the Predecessor for the fifty-three weeks ended August 3, 2013 to the combined amounts obtained by adding the operations and cash flows for the Predecessor thirteen week period ended November 2, 2013 and the Successor thirty-nine week period ended August 2, 2014. Although this combined presentation does not comply with U.S. generally accepted accounting principles (GAAP), the Company believes that it provides a meaningful method of comparison. The combined operating results have not been prepared on a pro forma basis under applicable regulations and may not reflect the actual results the Company would have achieved absent the acquisition and may not be predictive of future results of operations.

For the fourth quarter of fiscal year 2014, the Company reported total revenues of $1.11 billion compared to $1.12 billion in the prior year. Comparable revenues increased 4.9 percent. The Company reported a net loss of $42.1 million for the fourth quarter of fiscal year 2014 compared to net earnings of $2.9 million in the fourth quarter of fiscal year 2013. Excluding purchase accounting and certain transaction related and other expenses as further described on page 10 of this release, the Company’s adjusted net loss for the fourth quarter of fiscal year 2014 was $12.9 million compared to adjusted net earnings of $10.8 million in the fourth quarter of fiscal year 2013.

EBITDA for the fourth quarter of fiscal year 2014 was $96.7 million compared to EBITDA of $96.4 million for the fourth quarter of fiscal year 2013. Excluding purchase accounting and certain transaction related and other expenses as further described on page 10 of this release, Adjusted EBITDA for the fourth quarter of fiscal year 2014 was $105.8 million compared to Adjusted EBITDA of $106.8 million in the fourth quarter of fiscal year 2013.


For fiscal year 2014, the Company reported total revenues of $4.84 billion compared to $4.65 billion in the prior year. Comparable revenues increased 5.5 percent. The Company reported a net loss of $147.2 million for fiscal year 2014 compared to net earnings of $163.7 million in the prior year. Excluding purchase accounting and certain transaction related and other expenses as further described on page 10 of this release, the Company’s adjusted net earnings for fiscal year 2014 were $137.8 million compared to adjusted net earnings of $200.3 million in the prior year.

EBITDA for fiscal year 2014 was $348.9 million compared to EBITDA of $635.3 million for fiscal year 2013. Excluding purchase accounting and certain transaction related and other expenses as further described on page 10 of this release, Adjusted EBITDA for fiscal year 2014 was $677.6 million compared to Adjusted EBITDA of $671.5 million for fiscal year 2013.

Neiman Marcus Group LTD LLC announced on September 15, 2014 that it has signed an agreement to acquire the MyTheresa.com global online luxury website and the Theresa flagship specialty store in Munich, Germany. The purchase price is approximately €150 million, subject to certain adjustments, and an earn-out based on future performance. The transaction is expected to close later this year, subject to regulatory approvals and other customary closing conditions. The Company plans to finance the acquisition through a combination of cash and debt.

A live webcast of the conference call on earnings can be accessed through the Investor Information section of the Neiman Marcus Group LTD LLC website at www.neimanmarcusgroup.com on Wednesday, September 17, 2014 beginning at 9:00 a.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 LTD LLC website at www.neimanmarcusgroup.com.


Non-GAAP Financial Measures. In this press release, the Company's financial results are provided both in accordance with generally accepted accounting principles (GAAP) and using certain non-GAAP financial measures. In particular, the Company presents the non-GAAP financial measures EBITDA, adjusted net (loss) earnings and Adjusted EBITDA. Adjusted net (loss) earnings and Adjusted EBITDA exclude certain non-recurring or non-cash items, purchase accounting and certain transaction related and other expenses and other items, as shown on page 10 of this release. These results are included as a complement to results provided in accordance with GAAP because management believes these non-GAAP financial measures (i) help investors’ ability to analyze underlying trends in the Company's business, and evaluate its performance relative to other companies in its industry, (ii) provide useful information to both management and investors by excluding certain items that may not be indicative of the Company's core operating results and (iii) in the case of Adjusted EBITDA, help investors to evaluate the Company’s ability to service its debt. These measures should not be considered a substitute for or superior to GAAP results and may vary from others in the industry. In addition, EBITDA and Adjusted EBITDA contain some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the credit agreements and indentures governing the Company’s senior secured credit facilities, the cash pay notes and the PIK toggle notes, as applicable. For further information related to the Company’s use of adjusted net (loss) earnings and Adjusted EBITDA as non-GAAP financial measures and a reconciliation of such metrics to net (loss) earnings, see page 10 of this release.


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: weakness in domestic and global capital markets and other economic conditions and the impact of such conditions on the Company’s ability to obtain credit; general economic and political conditions or changes in such conditions, including relationships between the United States and the countries from which the Company sources its merchandise; economic, political, social or other events resulting in the short- or long-term disruption in business at the Company’s stores, distribution centers or offices; changes in the Company’s relationships with customers due to, among other things, its failure to protect customer data, comply with regulations surrounding information security and privacy, provide quality service and competitive loyalty programs or provide credit pursuant to its proprietary credit card arrangement; changes in consumer confidence resulting in a reduction of discretionary spending on goods; changes in the demographic or retail environment; changes in consumer preferences or fashion trends; the effects of incurring a substantial amount of indebtedness under the Company’s senior secured credit facilities and other debt instruments; the ability to refinance the Company’s indebtedness under its senior secured credit facilities and other debt instruments and the effects of any refinancing; the effects upon the Company of complying with the covenants contained in its senior secured credit facilities and other debt instruments; restrictions on the terms and conditions of the indebtedness under the Company’s senior secured credit facilities and other debt instruments may place on the Company’s ability to respond to changes in its business or to take certain actions; competitive responses to the Company’s loyalty program, marketing, merchandising and promotional efforts or inventory liquidations by vendors or other retailers; changes in the financial viability of the Company’s competitors; seasonality of the retail business; adverse weather conditions or natural disasters, particularly during peak selling seasons; delays in anticipated store openings and renovations; the Company’s success in enforcing its intellectual property rights; changes in the Company’s relationships with designers, vendors and other sources of merchandise, including changes in the level of goods and/or changes in the form in which such goods are made available to us for resale; delays in receipt of merchandise ordered due to work stoppages or other causes of delay in connection with either the manufacture or shipment of such merchandise; changes in foreign currency exchange or inflation rates; significant increases in paper, printing and postage costs; changes in key management personnel and the Company’s ability to retain key management personnel; changes in the Company’s relationships with certain of our buyers or key sales associates and the Company’s ability to retain our buyers or key sales associates; changes in government or regulatory requirements increasing the Company’s costs of operations; litigation that may have an adverse effect on the Company’s financial results or reputation; terrorist activities in the United States and elsewhere; the impact of funding requirements related to the Company’s pension plan; the Company’s ability to provide credit to its customers pursuant to its proprietary credit card program arrangement, including any future changes in the terms of such arrangement and/or legislation impacting the extension of credit to its customers; and the design and implementation of new information systems as well as enhancements of existing systems.

These and other factors that may adversely affect 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.


         
NEIMAN MARCUS GROUP LTD LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 

(in thousands)

August 2,
2014

August 3,
2013

(Successor) (Predecessor)

ASSETS

Current assets:
Cash and cash equivalents $ 196,476 $ 136,676
Merchandise inventories 1,069,632 1,018,839
Other current assets   143,666   130,462
Total current assets   1,409,774   1,285,977
 
Property and equipment, net 1,390,266 901,844
Goodwill and intangible assets, net 5,801,611 3,045,581
Other assets   160,075   66,839
Total assets $ 8,761,726 $ 5,300,241
 

LIABILITIES AND MEMBER EQUITY

Current liabilities:
Accounts payable $ 375,085 $ 386,538
Accrued liabilities 452,172 390,168
Other current liabilities   29,426   -
Total current liabilities   856,683   776,706
 
Long-term liabilities:
Asset-based revolving credit facility - 15,000
Long-term debt 4,580,521 2,682,077
Deferred income taxes 1,540,076 639,381
Other long-term liabilities   351,852   356,039
Total long-term liabilities   6,472,449   3,692,497
 
Total member equity   1,432,594   831,038
Total liabilities and member equity $ 8,761,726 $ 5,300,241
 

           

NEIMAN MARCUS GROUP LTD LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 
Fourth Quarter Ended Fiscal Year Ended

(in thousands)

August 2,
2014

   

August 3,
2013

August 2,
2014

     

August 3,
2013

(Successor)   (Predecessor) (Combined)  

(Predecessor)

 
Revenues $ 1,112,680 $ 1,119,080 $ 4,839,331 $ 4,648,249
Cost of goods sold including buying and occupancy costs 761,202 764,917 3,248,681 2,995,363
Selling, general and administrative expenses 260,832 266,150 1,106,997 1,047,796
Income from credit card program (12,221 ) (13,844 ) (55,325 ) (53,373 )
Depreciation expense 40,003 40,568 147,573 141,515
Amortization of intangible assets 36,018 7,251 115,303 29,559
Amortization of favorable lease commitments 13,524 4,722 45,043 17,877
Other expenses   6,152     5,444     190,092     23,125  
 
Operating earnings 7,170 43,872 40,967 446,387
 
Interest expense, net   72,658   34,190     270,054   168,955  
 
(Loss) earnings before income taxes (65,488 ) 9,682 (229,087 ) 277,432
 
Income tax (benefit) expense   (23,432 )   6,799     (81,906 )   113,733  
 
Net (loss) earnings $ (42,056 ) $ 2,883   $ (147,181 ) $ 163,699  
 

The fourth quarter of fiscal year 2014 and fiscal year 2014 amounts are reported on a thirteen and fifty-two week basis, respectively. The fourth quarter of fiscal year 2013 and fiscal year 2013 amounts are reported on a fourteen and fifty-three week basis, respectively.


           

NEIMAN MARCUS GROUP LTD LLC

OTHER OPERATING DATA

(UNAUDITED)

 
SEGMENTS: Fourth Quarter Ended Fiscal Year Ended

(dollars in millions)

August 2,
2014

   

August 3,
2013

August 2,
2014

   

August 3,
2013

(Successor) (Predecessor) (Combined)   (Predecessor)
 
REVENUES:
Specialty Retail Stores $ 837.1   $ 862.3 $ 3,690.8 $ 3,616.9
Online   275.6     256.8     1,148.5     1,031.3  
Total $ 1,112.7   $ 1,119.1   $ 4,839.3   $ 4,648.2  
 
 
OPERATING EARNINGS:
Specialty Retail Stores $ 47.1 $ 45.2 $ 426.9 $ 411.4
Online 31.9 32.9 160.7 157.7
Corporate expenses (13.1 ) (15.2 ) (56.0 ) (46.7 )
Other expenses (1) (6.2 ) (5.4 ) (190.1 ) (23.1 )
Corporate depreciation/amortization charges (52.5 ) (13.6 ) (170.9 ) (52.9 )
Corporate amortization of inventory step-up   -     -     (129.6 )   -  
OPERATING EARNINGS $ 7.2   $ 43.9   $ 41.0   $ 446.4  
 
CHANGE IN COMPARABLE REVENUES:
Specialty Retail Stores 2.3 % 2.6 % 3.4 % 2.2 %
Online 13.7 % 15.6 % 12.9 % 15.7 %
Total 4.9 % 5.4 % 5.5 % 4.9 %
 

(1) Other expenses include transaction costs incurred in connection with the acquisition of the Company, a management fee due to affiliates of the Company’s former sponsors, the Company’s equity in loss of a foreign e-commerce retailer, costs related to criminal cyber-attack and other non-recurring expenses.


       
NEIMAN MARCUS GROUP LTD LLC
OTHER OPERATING DATA
(UNAUDITED)
 
OTHER DATA:
 
Fourth Quarter Ended Fiscal Year Ended

(dollars in millions)

August 2,
2014

 

August 3,
2013

August 2,
2014

 

August 3,
2013

(Successor) (Predecessor) (Combined) (Predecessor)
 
Capital expenditures $ 62.4 $ 42.9 $ 174.0 $ 146.5
 
Depreciation expense $ 40.0 $ 40.6 $ 147.6 $ 141.5
Amortization of intangibles $ 49.5 $ 12.0 $ 160.3 $ 47.4
 
Rent expense $ 27.1 $ 23.6 $ 103.7 $ 96.7
 
EBITDA* $ 96.7 $ 96.4 $ 348.9 $ 635.3
Adjusted EBITDA* $ 105.8 $ 106.8 $ 677.6 $ 671.5
 

* For an explanation of EBITDA and Adjusted EBITDA, see “Non-GAAP Financial Measures”.


NEIMAN MARCUS GROUP LTD LLC
NON-GAAP FINANCIAL MEASURES
(UNAUDITED)

The following tables reconcile net (loss) earnings as reflected in the Company’s consolidated statements of operations prepared in accordance with GAAP to adjusted net (loss) earnings, EBITDA and Adjusted EBITDA (figures may not sum due to rounding):

         

 

Fourth Quarter Ended Fiscal Year Ended

(dollars in millions)

August 2,
2014

 

 

August 3,
2013

August 2,
2014

   

August 3,
2013

(Successor) (Predecessor) (Combined) (Predecessor)
 
Net (loss) earnings $ (42.1 ) $ 2.9 $ (147.2 ) $ 163.7
Adjustments net of taxes, for:
Other expenses:
Transaction costs 0.1 - 105.6 -
Management fee due to former sponsors - 0.7 1.7 6.1
Equity in loss of foreign e-commerce retailer - 4.2 5.1 13.1
Costs related to criminal cyber-attack 2.4 - 7.7 -
Other non-recurring expenses 1.2 - 4.1 -

Incremental corporate depreciation/amortization charges

23.7

-

71.7

-

Amortization of inventory step-up - - 78.8 -
Non-cash stock-based compensation 0.9 1.6 5.4 5.9
Advisory fees and other 0.9 1.4 0.1 2.1
Loss on debt extinguishment   -     -   4.8     9.4
Adjusted net (loss) earnings $ (12.9 ) $ 10.8 $ 137.8   $ 200.3
 

 

Fourth Quarter Ended Fiscal Year Ended

(dollars in millions)

August 2,
2014

 

August 3,
2013

August 2,
2014

August 3,
2013

(Successor) (Predecessor) (Combined) (Predecessor)
 
Net (loss) earnings $ (42.1 ) $ 2.9

$

(147.2

)

$ 163.7
Income tax (benefit) expense (23.4 ) 6.8 (81.9 ) 113.7
Interest expense, net 72.7 34.2 270.1 169.0
Depreciation expense 40.0 40.6 147.6 141.5

Amortization of intangible assets and favorable lease commitments

  49.5     12.0   160.3     47.4
EBITDA $ 96.7 $ 96.4 $ 348.9 $ 635.3
Other expenses:
Transaction costs 0.1 - 162.7 -
Management fee due to former sponsors - 1.2 2.8 10.0
Equity in loss of foreign e-commerce retailer - 4.2 5.1 13.1
Costs related to criminal cyber-attack 4.0 - 12.6 -
Other non-recurring expenses 2.0 - 6.8 -
Amortization of inventory step-up - - 129.6 -
Non-cash stock-based compensation 1.5 2.6 8.8 9.7
Advisory fees and other   1.4     2.3   0.2     3.4
Adjusted EBITDA $ 105.8   $ 106.8 $ 677.6   $ 671.5
 

The Company presents the non-GAAP financial measures of adjusted net (loss) earnings, EBITDA and Adjusted EBITDA because it uses these measures to monitor and evaluate the performance of its business and believes the presentation of these measures will enhance investors’ ability to analyze trends in its business, evaluate its performance relative to other companies in its industry and evaluate its ability to service its debt. Adjusted net (loss) earnings, EBITDA and Adjusted EBITDA are not presentations made in accordance with GAAP and this computation may vary from others in the industry. In addition, EBITDA and Adjusted EBITDA contain some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the credit agreements and indentures governing the Company’s senior secured credit facilities, the cash pay notes and the PIK toggle notes, as applicable. EBITDA and Adjusted EBITDA should not be considered as alternatives to operating earnings or net earnings as a measure of operating performance or cash flows as measures of liquidity. EBITDA and Adjusted EBITDA have important limitations as analytical tools and should not be considered in isolation to, or as a substitute for, analysis of the Company’s results as reported under GAAP. For example, EBITDA and Adjusted EBITDA do not reflect cash expenditures, or future requirements, for capital expenditures or contractual commitments; do not reflect changes in, or cash requirements for, working capital needs; do not reflect our considerable interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s debt; exclude tax payments that represent a reduction in cash available; and do not reflect any cash requirements for assets being depreciated and amortized that may have to be replaced in the future.

CONTACT:
Neiman Marcus Group LTD LLC
Stacie Shirley, 214-757-2967
Senior Vice President – Finance
and Treasurer
or
Mark Anderson, 214-757-2934
Director – Finance