Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jan. 31, 2015 | Mar. 09, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | Neiman Marcus Group LTD LLC | |
Entity Central Index Key | 1358651 | |
Current Fiscal Year End Date | 7 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | No | |
Document Type | 10-Q | |
Document Period End Date | 31-Jan-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 0 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jan. 31, 2015 | Aug. 02, 2014 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | |||
Current assets: | |||
Cash and cash equivalents | $127,102 | $196,476 | $147,208 |
Merchandise inventories | 1,111,680 | 1,069,632 | 1,039,143 |
Deferred income taxes | 38,055 | 39,049 | 15,493 |
Other current assets | 114,722 | 104,617 | 152,341 |
Total current assets | 1,391,559 | 1,409,774 | 1,354,185 |
Property and equipment, net | 1,425,177 | 1,390,266 | 1,358,167 |
Intangible assets, net | 3,665,147 | 3,652,984 | 3,752,068 |
Goodwill | 2,282,598 | 2,148,627 | 2,148,627 |
Other assets | 146,547 | 160,075 | 183,436 |
Total assets | 8,911,028 | 8,761,726 | 8,796,483 |
Current liabilities: | |||
Accounts payable | 307,180 | 375,085 | 292,329 |
Accrued liabilities | 490,333 | 452,172 | 466,521 |
Current portion of long-term debt | 29,426 | 29,426 | 29,500 |
Total current liabilities | 826,939 | 856,683 | 788,350 |
Long-term liabilities: | |||
Long-term debt | 4,690,915 | 4,580,521 | 4,595,053 |
Deferred income taxes | 1,519,357 | 1,540,076 | 1,599,058 |
Other long-term liabilities | 424,088 | 351,852 | 315,074 |
Total long-term liabilities | 6,634,360 | 6,472,449 | 6,509,185 |
Membership unit (1 unit issued and outstanding at January 31, 2015, August 2, 2014 and February 1, 2014) | 0 | 0 | 0 |
Member capital | 1,584,106 | 1,584,106 | 1,583,256 |
Accumulated other comprehensive loss | -28,305 | -17,429 | -285 |
Accumulated deficit | -106,072 | -134,083 | -84,023 |
Total member equity | 1,449,729 | 1,432,594 | 1,498,948 |
Total liabilities and member equity | $8,911,028 | $8,761,726 | $8,796,483 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) | Jan. 31, 2015 | Aug. 02, 2014 | Feb. 01, 2014 |
Membership units issued (shares) | 1 | 1 | 1 |
Membership units outstanding (shares) | 1 | 1 | 1 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Jan. 31, 2015 | Nov. 02, 2013 |
Revenues | $1,521,824 | $1,432,793 | $2,708,316 | |
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 1,019,125 | 1,052,924 | 1,747,519 | |
Selling, general and administrative expenses (excluding depreciation) | 322,661 | 304,565 | 608,977 | |
Income from credit card program | -14,730 | -15,229 | -28,853 | |
Depreciation expense | 45,012 | 36,692 | 88,520 | |
Amortization of intangible assets | 14,712 | 36,017 | 50,729 | |
Amortization of favorable lease commitments | 13,541 | 13,525 | 27,035 | |
Other expenses | 2,708 | 65,590 | 22,509 | |
Operating earnings (loss) | 118,795 | -61,291 | 191,880 | |
Interest expense, net | 72,465 | 77,859 | 145,075 | |
Earnings (loss) before income taxes | 46,330 | -139,150 | 46,805 | |
Income tax expense (benefit) | 18,515 | -55,127 | 18,794 | |
Net earnings (loss) | 27,815 | -84,023 | 28,011 | |
Predecessor | ||||
Revenues | 1,129,138 | |||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 685,408 | |||
Selling, general and administrative expenses (excluding depreciation) | 266,388 | |||
Income from credit card program | -14,653 | |||
Depreciation expense | 34,239 | |||
Amortization of intangible assets | 7,251 | |||
Amortization of favorable lease commitments | 4,469 | |||
Other expenses | 113,900 | |||
Operating earnings (loss) | 32,136 | |||
Interest expense, net | 37,315 | |||
Earnings (loss) before income taxes | -5,179 | |||
Income tax expense (benefit) | 7,919 | |||
Net earnings (loss) | ($13,098) |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Jan. 31, 2015 | Nov. 02, 2013 |
Net earnings (loss) | $27,815 | ($84,023) | $28,011 | |
Other comprehensive (loss) earnings: | ||||
Foreign currency translation adjustments, net of tax | -5,977 | 0 | -5,977 | |
Change in unrealized loss on financial instruments, net of tax | -1,741 | -285 | -2,932 | |
Reclassification of realized loss on financial instruments to earnings, net of tax | 0 | 0 | ||
Change in unrealized loss on unfunded benefit obligations, net of tax | -57 | 0 | -1,967 | |
Total other comprehensive (loss) earnings | -7,775 | -285 | -10,876 | |
Total comprehensive earnings (loss) | 20,040 | -84,308 | 17,135 | |
Predecessor | ||||
Net earnings (loss) | -13,098 | |||
Other comprehensive (loss) earnings: | ||||
Foreign currency translation adjustments, net of tax | 0 | |||
Change in unrealized loss on financial instruments, net of tax | 610 | |||
Reclassification of realized loss on financial instruments to earnings, net of tax | 224 | |||
Change in unrealized loss on unfunded benefit obligations, net of tax | 490 | |||
Total other comprehensive (loss) earnings | 1,324 | |||
Total comprehensive earnings (loss) | ($11,774) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended |
In Thousands, unless otherwise specified | Feb. 01, 2014 | Jan. 31, 2015 | Nov. 02, 2013 |
CASH FLOWS - OPERATING ACTIVITIES | |||
Net earnings (loss) | ($84,023) | $28,011 | |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | |||
Depreciation and amortization expense | 91,379 | 178,558 | |
Deferred income taxes | -60,907 | -43,595 | |
Non-cash charges related to acquisitions | 114,420 | 5,027 | |
Other | 3,582 | 7,119 | |
Net cash provided by operating activities before changes in operating assets and liabilities | 64,451 | 175,120 | |
Changes in operating assets and liabilities, excluding net assets acquired: | |||
Merchandise inventories | 149,963 | -2,559 | |
Other current assets | 41,344 | -5,717 | |
Other assets | 1,329 | 330 | |
Accounts payable and accrued liabilities | -120,924 | -58,020 | |
Deferred real estate credits | 13 | 12,599 | |
Payment of deferred compensation in connection with the Acquisition | -16,623 | 0 | |
Net cash provided by operating activities | 119,553 | 121,753 | |
CASH FLOWS - INVESTING ACTIVITIES | |||
Capital expenditures | -33,538 | -119,422 | |
Net cash used for investing activities | -3,422,123 | -301,149 | |
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 125,000 | 355,000 | |
Repayment of borrowings under senior secured asset-based revolving credit facility | -125,000 | -230,000 | |
Borrowings under senior secured term loan facility | 2,950,000 | 0 | |
Repayments of secured debt | -7,375 | -14,713 | |
Debt issuance costs paid | -147,375 | -265 | |
Cash equity contributions | 1,556,500 | 0 | |
Net cash provided by financing activities | 3,333,654 | 110,022 | |
CASH AND CASH EQUIVALENTS | |||
(Decrease) increase during the period | 31,084 | -69,374 | |
Beginning balance | 116,124 | 196,476 | |
Ending balance | 147,208 | 127,102 | |
Cash paid during the period for: | |||
Interest | 22,071 | 134,862 | |
Income taxes | 1,281 | 45,616 | |
Non-cash activities: | |||
Equity contribution from management | 26,756 | 0 | |
Previous senior secured asset-based revolving credit facility | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 0 | 0 | |
Repayment of borrowings under senior secured asset-based revolving credit facility | -145,000 | 0 | |
Previous senior secured term loan facility | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Repayments of secured debt | -2,433,096 | 0 | |
Cash Pay Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under cash pay/PIK toggle notes | 960,000 | 0 | |
PIK Toggle Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under cash pay/PIK toggle notes | 600,000 | 0 | |
Predecessor | |||
CASH FLOWS - OPERATING ACTIVITIES | |||
Net earnings (loss) | -13,098 | ||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | |||
Depreciation and amortization expense | 48,425 | ||
Deferred income taxes | -6,326 | ||
Non-cash charges related to acquisitions | 0 | ||
Other | 6,525 | ||
Net cash provided by operating activities before changes in operating assets and liabilities | 35,526 | ||
Changes in operating assets and liabilities, excluding net assets acquired: | |||
Merchandise inventories | -142,417 | ||
Other current assets | 12,111 | ||
Other assets | -1,484 | ||
Accounts payable and accrued liabilities | 107,091 | ||
Deferred real estate credits | 1,484 | ||
Payment of deferred compensation in connection with the Acquisition | 0 | ||
Net cash provided by operating activities | 12,311 | ||
CASH FLOWS - INVESTING ACTIVITIES | |||
Capital expenditures | -35,959 | ||
Net cash used for investing activities | -35,959 | ||
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 0 | ||
Repayment of borrowings under senior secured asset-based revolving credit facility | 0 | ||
Borrowings under senior secured term loan facility | 0 | ||
Repayments of secured debt | 0 | ||
Debt issuance costs paid | 0 | ||
Cash equity contributions | 0 | ||
Net cash provided by financing activities | 3,096 | ||
CASH AND CASH EQUIVALENTS | |||
(Decrease) increase during the period | -20,552 | ||
Beginning balance | 136,676 | ||
Ending balance | 116,124 | ||
Cash paid during the period for: | |||
Interest | 40,789 | ||
Income taxes | 7,544 | ||
Non-cash activities: | |||
Equity contribution from management | 0 | ||
Predecessor | Previous senior secured asset-based revolving credit facility | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 130,000 | ||
Repayment of borrowings under senior secured asset-based revolving credit facility | 0 | ||
Predecessor | Previous senior secured term loan facility | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Repayments of secured debt | -126,904 | ||
Predecessor | Cash Pay Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under cash pay/PIK toggle notes | 0 | ||
Predecessor | PIK Toggle Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under cash pay/PIK toggle notes | 0 | ||
Neiman Marcus Group LTD LLC | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | -3,388,585 | 0 | |
Neiman Marcus Group LTD LLC | Predecessor | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | 0 | ||
MyTheresa | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | 0 | -181,727 | |
Non-cash activities: | |||
Contingent earn-out obligation incurred in connection with acquisition of e-commerce retailer | 0 | 50,043 | |
MyTheresa | Predecessor | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | 0 | ||
Non-cash activities: | |||
Contingent earn-out obligation incurred in connection with acquisition of e-commerce retailer | $0 |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended | |
Jan. 31, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation | Basis of Presentation | |
Neiman Marcus Group LTD LLC (the Company) is a luxury retailer conducting integrated store and online operations principally under the Neiman Marcus and Bergdorf Goodman brand names. References to “we,” “our” and “us” are used to refer to the Company or to the Company and its subsidiaries, as appropriate to the context. On October 25, 2013, the Company merged with and into Mariposa Merger Sub LLC (Mariposa) pursuant to an Agreement and Plan of Merger, dated September 9, 2013, by and among NM Mariposa Holdings, Inc. (Parent), Mariposa and the Company, with the Company surviving the merger (the Acquisition). As a result of the Acquisition and the Conversion (as defined below), the Company is now a direct subsidiary of Mariposa Intermediate Holdings LLC (Holdings), which in turn is a direct subsidiary of Parent. Parent is owned by private investment funds affiliated with Ares Management, L.P. and Canada Pension Plan Investment Board (together, the Sponsors) and certain co-investors. On October 28, 2013, the Company and NMG (as defined below) each converted from a Delaware corporation to a Delaware limited liability company (the Conversion). Previously, the Company was a subsidiary of Newton Holding, LLC, which was controlled by investment funds affiliated with TPG Global, LLC (together with its affiliates, TPG) and Warburg Pincus LLC (together with TPG, the Former Sponsors). | ||
The Company’s operations are conducted through its wholly owned subsidiary, The Neiman Marcus Group LLC (NMG). | ||
The accompanying unaudited Condensed Consolidated Financial Statements are presented as “Predecessor” or “Successor” to indicate whether they relate to the period preceding the Acquisition or the period succeeding the Acquisition, respectively. All significant intercompany accounts and transactions have been eliminated. | ||
Our fiscal year ends on the Saturday closest to July 31. Like many other retailers, we follow a 4-5-4 reporting calendar, which means that each fiscal quarter consists of thirteen weeks divided into periods of four weeks, five weeks and four weeks. All references to the second quarter of fiscal year 2015 relate to the thirteen weeks ended January 31, 2015 of the Successor. All references to the second quarter of fiscal year 2014 relate to the thirteen weeks ended February 1, 2014 of the Successor. All references to year-to-date fiscal 2015 relate to the twenty-six weeks ended January 31, 2015 of the Successor. All references to year-to-date fiscal 2014 relate to the combined twenty-six weeks ended February 1, 2014 (consisting of the thirteen weeks ended February 1, 2014 of the Successor and the thirteen weeks ended November 2, 2013 of the Predecessor). | ||
We have prepared the accompanying unaudited Condensed Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended August 2, 2014. In our opinion, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly our financial position, results of operations and cash flows for the applicable interim periods. | ||
The specialty retail industry is seasonal in nature, with a higher level of sales typically generated in the fall and holiday selling seasons. Due to seasonal and other factors, the results of operations for the second quarter of fiscal year 2015 are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year as a whole. | ||
A detailed description of our critical accounting policies is included in our Annual Report on Form 10-K for the fiscal year ended August 2, 2014. | ||
Certain prior period balances have been reclassified to conform to the current period presentation. | ||
Use of Estimates. We are required to make estimates and assumptions about future events in preparing our financial statements in conformity with GAAP. These estimates and assumptions affect the amounts of assets, liabilities, revenues and expenses and the disclosure of gain and loss contingencies at the date of the unaudited Condensed Consolidated Financial Statements. | ||
While we believe that our past estimates and assumptions have been materially accurate, the amounts currently estimated are subject to change if different assumptions as to the outcome of future events were made. We evaluate our estimates and judgments on an ongoing basis and predicate those estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. We make adjustments to our assumptions and judgments when facts and circumstances dictate. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates used in preparing the accompanying unaudited Condensed Consolidated Financial Statements. | ||
We believe the following critical accounting policies, among others, encompass the more significant judgments and estimates used in the preparation of our unaudited Condensed Consolidated Financial Statements: | ||
• | allocation of the price paid to acquire the Company and MyTheresa to our assets and liabilities as of the acquisition dates (as more fully described in Notes 2 and 3); | |
• | recognition of revenues; | |
• | valuation of merchandise inventories, including determination of original retail values, recognition of markdowns and vendor allowances, estimation of inventory shrinkage, and determination of cost of goods sold; | |
• | determination of impairment of long-lived assets; | |
• | measurement of liabilities related to our loyalty program; | |
• | recognition of income taxes; and | |
• | measurement of accruals for general liability, workers’ compensation and health insurance claims and pension and postretirement health care benefits. | |
Segments. We believe that our customers have allocated a higher portion of their luxury spending to online retailing in recent years and that our customers' expectations of a seamless shopping experience across our in-store and online channels have increased, and we expect these trends to continue for the foreseeable future. As a result, we have made investments and redesigned processes to integrate our shopping experience across channels so that it is consistent with our customers' shopping preferences and expectations. In particular, we have invested and continue to invest in technology and systems that further our omni-channel selling capabilities, and in fiscal year 2014, we realigned the management and merchandising responsibilities for our Neiman Marcus brand on an omni-channel basis. With the acceleration of omni-channel retailing and our past and ongoing investments in omni-channel initiatives, we believe the growth in our total comparable revenues and operating results are the best measures of our ongoing performance. As a result, effective August 3, 2014, we began viewing and reporting our specialty retail stores and online operation as a single, omni-channel reporting segment. | ||
Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (FASB) issued guidance to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes the most current revenue recognition guidance. This guidance is effective for us as of the first quarter of fiscal year 2018 using one of two retrospective application methods. We are currently evaluating the application method and the impact of adopting this new accounting guidance on our Condensed Consolidated Financial Statements. | ||
We do not expect that any other recently issued accounting pronouncements will have a material impact on our financial statements. |
The_Acquisition
The Acquisition | 6 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
The Acquisition [Abstract] | ||||||||
The Acquisition | The Acquisition | |||||||
The Acquisition was completed on October 25, 2013 and was financed by: | ||||||||
• | borrowings of $75.0 million under our senior secured asset-based revolving credit facility (the Asset-Based Revolving Credit Facility); | |||||||
• | borrowings of $2,950.0 million under our senior secured term loan facility (the Senior Secured Term Loan Facility and, together with the Asset-Based Revolving Credit Facility, the Senior Secured Credit Facilities); | |||||||
• | issuance of $960.0 million aggregate principal amount of 8.00% senior cash pay notes due 2021 (the Cash Pay Notes); | |||||||
• | issuance of $600.0 million aggregate principal amount of 8.75%/9.50% senior PIK toggle notes due 2021 (the PIK Toggle Notes); and | |||||||
• | $1,583.3 million of equity investments from Parent funded by direct and indirect equity investments from the Sponsors, certain co-investors and management. | |||||||
The Acquisition occurred simultaneously with: | ||||||||
• | the closing of the financing transactions and equity investments described previously; | |||||||
• | the termination of our former $700.0 million senior secured asset-based revolving credit facility (the Former Asset-Based Revolving Credit Facility); and | |||||||
• | the termination of our former $2,560.0 million senior secured term loan facility (the Former Senior Secured Term Loan Facility and, together with the Former Asset-Based Revolving Credit Facility, the Former Senior Secured Credit Facilities). | |||||||
We have accounted for the Acquisition in accordance with the provisions of FASB Accounting Standards Codification Topic 805, Business Combinations, whereby the purchase price paid to effect the Acquisition was allocated to state the acquired assets and liabilities at fair value. The Acquisition and the preliminary allocation of the purchase price were recorded for accounting purposes as of November 2, 2013, the end of our first quarter of fiscal year 2014. | ||||||||
In connection with the purchase price allocation, we made estimates of the fair values of our long-lived and intangible assets based upon assumptions related to the future cash flows, discount rates and asset lives utilizing currently available information, and in some cases, valuation results from independent valuation specialists. As of November 2, 2013, we recorded preliminary purchase accounting adjustments to increase the carrying value of our property and equipment and inventory, to revalue intangible assets for our tradenames, customer lists and favorable lease commitments and to revalue our long-term benefit plan obligations, among other things. We revised these preliminary purchase accounting adjustments during the second, third and fourth quarters of fiscal year 2014 as additional information became available. The final purchase accounting adjustments, as reflected in our Consolidated Balance Sheet as of August 2, 2014, were as follows (in millions): | ||||||||
Consideration payable to former equity holders (including $26.8 million management rollover) | $ | 3,382.70 | ||||||
Capitalized transaction costs | 32.7 | |||||||
Total consideration paid to effect the Acquisition | 3,415.40 | |||||||
Net assets acquired at historical cost | 821.9 | |||||||
Adjustments to state acquired assets at fair value: | ||||||||
1) Increase carrying value of merchandise inventories | $ | 129.6 | ||||||
2) Increase carrying value of property and equipment | 457.7 | |||||||
3) Revalue intangible assets: | ||||||||
Tradenames | 739.3 | |||||||
Other definite-lived intangible assets, primarily customer lists | 492.1 | |||||||
Favorable lease commitments | 799.8 | |||||||
4) Change in carrying values of other assets and liabilities | (67.0 | ) | ||||||
5) Write-off historical deferred lease credits | 102.3 | |||||||
6) Write-off historical debt issuance costs | (31.3 | ) | ||||||
7) Write-off historical goodwill | (1,263.4 | ) | ||||||
8) Settlement of unvested Predecessor stock options (Note 10) | 51.5 | |||||||
9) Tax impact of valuation adjustments and other tax benefits | (965.7 | ) | ||||||
Total adjustments to state acquired assets at fair value | 444.9 | |||||||
Net assets acquired at fair value | 1,266.80 | |||||||
Excess purchase price related to the Acquisition recorded as goodwill | $ | 2,148.60 | ||||||
The accompanying Condensed Consolidated Financial Statements as of January 31, 2015 and for the thirteen and twenty-six weeks then ended have been recast to reflect the final purchase accounting adjustments reflected in our Consolidated Balance Sheet as of August 2, 2014. |
MyTheresa_Acquisition
MyTheresa Acquisition | 6 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Business Combinations [Abstract] | |||||||||
MyTheresa Acquisition | MyTheresa Acquisition | ||||||||
In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. The operations of MyTheresa are primarily conducted through the MyTheresa.com global luxury website. As of the time of the acquisition, the annual revenues of MyTheresa were approximately $130 million. The purchase price paid to acquire MyTheresa, net of cash acquired, was $181.7 million, which was financed through a combination of cash and debt. In addition, the MyTheresa purchase agreement contains contingent earn-out payments of up to €27.5 million per year for operating performance for each of calendar years 2015 and 2016. | |||||||||
During the second quarter of fiscal year 2015, we recorded preliminary adjustments to allocate the purchase price paid to the acquired assets and liabilities of MyTheresa. Such adjustments consisted primarily of establishing acquired intangible assets at estimated fair value and recording the contingent earn-out obligation at its estimated fair value as follows: | |||||||||
Estimated Acquisition Fair Value | |||||||||
(in millions) | January 31, | November 1, | |||||||
2015 | 2014 | ||||||||
Customer lists | $ | 18.9 | $ | — | |||||
Tradenames | 74.8 | — | |||||||
Goodwill | 139.6 | 226.9 | |||||||
Contingent earn-out obligation | 50 | 59.8 | |||||||
The preliminary purchase price allocation is subject to the finalization of independent appraisals. The MyTheresa results of operations are included in our consolidated results of operations for the second quarter of fiscal year 2015. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | ||||||||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||
Fair Value Measurements | Fair Value Measurements | ||||||||||||||||||||||||||
Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. Assets and liabilities are classified using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows: | |||||||||||||||||||||||||||
• | Level 1 — Unadjusted quoted prices for identical instruments traded in active markets. | ||||||||||||||||||||||||||
• | Level 2 — Observable market-based inputs or unobservable inputs corroborated by market data. | ||||||||||||||||||||||||||
• | Level 3 — Unobservable inputs reflecting management’s estimates and assumptions. | ||||||||||||||||||||||||||
The following table shows the Company’s financial assets that are required to be measured at fair value on a recurring basis in our Condensed Consolidated Balance Sheets: | |||||||||||||||||||||||||||
Fair Value | January 31, | August 2, | February 1, | ||||||||||||||||||||||||
Hierarchy | 2015 | 2014 | 2014 | ||||||||||||||||||||||||
(in thousands) | (Successor) | (Successor) | (Successor) | ||||||||||||||||||||||||
Other long-term assets: | |||||||||||||||||||||||||||
Interest rate caps | Level 2 | $ | 264 | $ | 1,132 | $ | — | ||||||||||||||||||||
Other long-term liabilities: | |||||||||||||||||||||||||||
Contingent earn-out obligation | Level 3 | $ | 49,645 | $ | — | $ | — | ||||||||||||||||||||
The fair value of the interest rate caps are estimated using industry standard valuation models using market-based observable inputs, including interest rate curves. In addition, the fair value of the interest rate caps includes consideration of the counterparty’s non-performance risk. | |||||||||||||||||||||||||||
The fair value of the contingent earn-out obligation incurred in connection with the acquisition of MyTheresa was estimated as of the acquisition date using a valuation model that measured the present value of the probable cash payments to be made. The significant unobservable inputs used in the fair value measurement are the forecasted operating performance of MyTheresa and the discount rate that captures the risk associated with the obligation. We update our assumptions based on new developments and adjust the carrying value of the obligation to its estimated fair value at each reporting date. | |||||||||||||||||||||||||||
The carrying values of cash and cash equivalents, credit card receivables and accounts payable approximate fair value due to their short-term nature. We determine the fair value of our long-term debt on a non-recurring basis, which results are summarized as follows: | |||||||||||||||||||||||||||
31-Jan-15 | August 2, 2014 | 1-Feb-14 | |||||||||||||||||||||||||
(Successor) | (Successor) | (Successor) | |||||||||||||||||||||||||
(in thousands) | Fair Value | Carrying | Fair | Carrying | Fair | Carrying | Fair | ||||||||||||||||||||
Hierarchy | Value | Value | Value | Value | Value | Value | |||||||||||||||||||||
Long-term debt: | |||||||||||||||||||||||||||
Asset-Based Revolving Credit Facility | Level 2 | $ | 125,000 | $ | 125,000 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
Senior Secured Term Loan Facility | Level 2 | 2,913,199 | 2,827,638 | 2,927,912 | 2,907,797 | 2,942,625 | 2,983,086 | ||||||||||||||||||||
Cash Pay Notes | Level 2 | 960,000 | 993,600 | 960,000 | 994,800 | 960,000 | 1,005,600 | ||||||||||||||||||||
PIK Toggle Notes | Level 2 | 600,000 | 627,000 | 600,000 | 633,000 | 600,000 | 630,000 | ||||||||||||||||||||
2028 Debentures | Level 2 | 122,142 | 129,375 | 122,035 | 127,500 | 121,928 | 123,750 | ||||||||||||||||||||
We estimated the fair value of long-term debt using 1) prevailing market rates for debt of similar remaining maturities and credit risk for the Senior Secured Credit Facilities and 2) quoted market prices of the same or similar issues for the Cash Pay Notes, the PIK Toggle Notes and the $125.0 million aggregate principal amount of 7.125% Debentures due 2028 (the 2028 Debentures and, together with the Cash Pay Notes and the PIK Toggle Notes, the Notes). | |||||||||||||||||||||||||||
In connection with purchase accounting, we made estimates of the fair value of our long-lived and intangible assets based upon assumptions related to the future cash flows, discount rates and asset lives utilizing currently available information, and in some cases, valuation results from independent valuation specialists (Level 3 determination of fair value). We also measure certain non-financial assets at fair value on a non-recurring basis, primarily long-lived assets, intangible assets and goodwill, in connection with our periodic evaluations of such assets for potential impairment. |
Intangible_Assets_Net_and_Good
Intangible Assets, Net and Goodwill | 6 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Intangible Assets, Net and Goodwill | Intangible Assets, Net and Goodwill | ||||||||||||
January 31, | August 2, | February 1, | |||||||||||
2015 | 2014 | 2014 | |||||||||||
(in thousands) | (Successor) | (Successor) | (Successor) | ||||||||||
Favorable lease commitments, net | $ | 1,067,732 | $ | 1,094,767 | $ | 1,121,816 | |||||||
Other definite-lived intangible assets, net | 554,952 | 587,519 | 659,554 | ||||||||||
Tradenames | 2,042,463 | 1,970,698 | 1,970,698 | ||||||||||
Intangible assets, net | $ | 3,665,147 | $ | 3,652,984 | $ | 3,752,068 | |||||||
Goodwill | $ | 2,282,598 | $ | 2,148,627 | $ | 2,148,627 | |||||||
Intangible Assets Subject to Amortization. Our definite-lived intangible assets, which primarily consist of customer lists, are amortized using accelerated methods which reflect the pattern in which we receive the economic benefit of the asset, currently estimated at 7 to 16 years (weighted average life of 13 years from acquisition). Favorable lease commitments are amortized straight-line over the remaining lives of the leases, ranging from two to 55 years (weighted average life of 30 years from acquisition). Total amortization of all intangible assets recorded in connection with acquisitions for the current and next five fiscal years is currently estimated as follows (in thousands): | |||||||||||||
February 1, 2015 through August 1, 2015 | $ | 59,245 | |||||||||||
2016 | 111,533 | ||||||||||||
2017 | 105,115 | ||||||||||||
2018 | 98,990 | ||||||||||||
2019 | 95,681 | ||||||||||||
2020 | 89,037 | ||||||||||||
At January 31, 2015, accumulated amortization was $158.8 million for other definite-lived intangible assets and $67.6 million for favorable lease commitments. | |||||||||||||
Indefinite-lived Intangible Assets and Goodwill. Indefinite-lived intangible assets, such as our Neiman Marcus, Bergdorf Goodman and MyTheresa tradenames and goodwill, are not subject to amortization. Rather, we assess the recoverability of indefinite-lived intangible assets and goodwill in the fourth quarter of each fiscal year and upon the occurrence of certain events. |
Longterm_Debt
Long-term Debt | 6 Months Ended | |||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||
Long-term Debt | Long-term Debt | |||||||||||||||||||||
The significant components of our long-term debt are as follows: | ||||||||||||||||||||||
Interest | January 31, | August 2, | February 1, | |||||||||||||||||||
Rate | 2015 | 2014 | 2014 | |||||||||||||||||||
(in thousands) | (Successor) | (Successor) | (Successor) | |||||||||||||||||||
Asset-Based Revolving Credit Facility | variable | $ | 125,000 | $ | — | $ | — | |||||||||||||||
Senior Secured Term Loan Facility | variable | 2,913,199 | 2,927,912 | 2,942,625 | ||||||||||||||||||
Cash Pay Notes | 8.00% | 960,000 | 960,000 | 960,000 | ||||||||||||||||||
PIK Toggle Notes | 8.75%/9.50% | 600,000 | 600,000 | 600,000 | ||||||||||||||||||
2028 Debentures | 7.12% | 122,142 | 122,035 | 121,928 | ||||||||||||||||||
Total debt | 4,720,341 | 4,609,947 | 4,624,553 | |||||||||||||||||||
Less: current portion of Senior Secured Term Loan Facility | (29,426 | ) | (29,426 | ) | (29,500 | ) | ||||||||||||||||
Long-term debt | $ | 4,690,915 | $ | 4,580,521 | $ | 4,595,053 | ||||||||||||||||
Asset-Based Revolving Credit Facility. At January 31, 2015, we have a senior secured Asset-Based Revolving Credit Facility providing for a maximum committed borrowing capacity of $900.0 million. The Asset-Based Revolving Credit Facility matures on October 25, 2018. On January 31, 2015, we had $125.0 million of borrowings outstanding under this facility, no outstanding letters of credit and $685.0 million of unused borrowing availability. | ||||||||||||||||||||||
Availability under the Asset-Based Revolving Credit Facility is subject to a borrowing base. The Asset-Based Revolving Credit Facility includes borrowing capacity available for letters of credit (up to $150.0 million, with any such issuance of letters of credit reducing the amount available under the Asset-Based Revolving Credit Facility on a dollar for dollar basis) and for borrowings on same-day notice. The borrowing base is equal to at any time the sum of (a) 90% of the net orderly liquidation value of eligible inventory, net of certain reserves, plus (b) 90% of the amounts owed by credit card processors in respect of eligible credit card accounts constituting proceeds from the sale or disposition of inventory, less certain reserves, plus (c) 100% of segregated cash held in a restricted deposit account. We must at all times maintain excess availability of at least the greater of (a) 10% of the lesser of (1) the aggregate revolving commitments and (2) the borrowing base and (b) $50.0 million, but we are not required to maintain a fixed charge coverage ratio unless excess availability is below such levels. | ||||||||||||||||||||||
The Asset-Based Revolving Credit Facility permits us to increase commitments under the Asset-Based Revolving Credit Facility or add one or more incremental term loans to the Asset-Based Revolving Credit Facility by an amount not to exceed $200.0 million. However, the lenders are under no obligation to provide any such additional commitments or loans, and any increase in commitments or incremental term loans will be subject to customary conditions precedent. If we were to request any such additional commitments and the existing lenders or new lenders were to agree to provide such commitments, the size of the Asset-Based Revolving Credit Facility could be increased to up to $1,100.0 million, but our ability to borrow would still be limited by the amount of the borrowing base. The cash proceeds of any incremental term loans may be used for working capital and general corporate purposes. | ||||||||||||||||||||||
At January 31, 2015, borrowings under the Asset-Based Revolving Credit Facility bore interest at a rate per annum equal to, at our option, either (a) a base rate determined by reference to the highest of 1) the prime rate of Deutsche Bank AG New York Branch (the administrative agent), 2) the federal funds effective rate plus ½ of 1.00% or 3) the adjusted one-month LIBOR plus 1.00% or (b) LIBOR, subject to certain adjustments, in each case plus an applicable margin (1.25% at January 31, 2015). The applicable margin is up to 0.75% with respect to base rate borrowings and up to 1.75% with respect to LIBOR borrowings. The applicable margin is subject to adjustment based on the historical excess availability under the Asset-Based Revolving Credit Facility. The weighted average interest rate on the outstanding borrowings pursuant to the Asset-Based Revolving Credit Facility was 1.42% at January 31, 2015. In addition, we are required to pay a commitment fee in respect of unused commitments 0.25% per annum. We must also pay customary letter of credit fees and agency fees. | ||||||||||||||||||||||
If at any time the aggregate amount of outstanding revolving loans, unreimbursed letter of credit drawings and undrawn letters of credit under the Asset-Based Revolving Credit Facility exceeds the lesser of (a) the commitment amount and (b) the borrowing base, we will be required to repay outstanding loans or cash collateralize letters of credit in an aggregate amount equal to such excess, with no reduction of the commitment amount. If the amount available under the Asset-Based Revolving Credit Facility is less than the greater of (a) 10% of the lesser of (1) the aggregate revolving commitments and (2) the borrowing base and (b) $50.0 million, funds held in a collection account maintained with the agent would be applied to repay certain loans and, if an event of default has occurred, cash collateralize letters of credit. We would then be required to make daily deposits in the collection account maintained with the agent under the Asset-Based Revolving Credit Facility. | ||||||||||||||||||||||
We may voluntarily reduce the unutilized portion of the commitment amount and repay outstanding loans at any time without premium or penalty other than customary “breakage” costs with respect to LIBOR loans. There is no scheduled amortization under the Asset-Based Revolving Credit Facility; the principal amount of the revolving loans outstanding thereunder will be due and payable in full on October 25, 2018, unless extended. | ||||||||||||||||||||||
Our Asset-Based Revolving Credit Facility is guaranteed by Holdings and each of our current and future direct and indirect wholly owned subsidiaries (subsidiary guarantors) other than (a) unrestricted subsidiaries, (b) certain immaterial subsidiaries, (c) foreign subsidiaries and any domestic subsidiary of a foreign subsidiary, (d) certain holding companies of foreign subsidiaries, (e) captive insurance subsidiaries, not for profit subsidiaries, or a subsidiary which is a special purpose entity for securitization transactions or like special purposes and (f) any subsidiary that is prohibited by applicable law or contractual obligation from acting as a guarantor or which would require governmental approval to provide a guarantee (unless such approval has been received). As of January 31, 2015, the assets of non-guarantor subsidiaries, primarily NMG Germany GmbH (through which NMG conducts the operations of MyTheresa), aggregated $280.9 million, or 3.2% of consolidated total assets. All obligations under the Asset-Based Revolving Credit Facility, and the guarantees of those obligations, are secured, subject to certain significant exceptions, by substantially all of the assets of Holdings, the Company and the subsidiary guarantors. | ||||||||||||||||||||||
The facility contains covenants limiting dividends and other restricted payments, investments, loans, advances and acquisitions, and prepayments or redemptions of other indebtedness. These covenants permit such restricted actions in an unlimited amount, subject to the satisfaction of certain payment conditions, principally that we must have pro forma excess availability under the Asset-Based Revolving Credit Facility, which exceeds the greater of $90.0 million or 15% of the lesser of (a) the revolving commitments under the facility and (b) the borrowing base. In addition, if pro forma excess availability under the Asset-Based Revolving Credit Facility is equal to or less than the greater of 1) $200.0 million or 2) 25% of the lesser of (i) the revolving commitments under the facility and (ii) the borrowing base, we must have a pro forma ratio of consolidated EBITDA to consolidated fixed charges of at least 1.0 to 1.0. The Asset-Based Revolving Credit Facility also contains customary affirmative covenants and events of default, including a cross-default provision in respect of any other indebtedness that has an aggregate principal amount exceeding $50.0 million. | ||||||||||||||||||||||
For a more detailed description of the Asset-Based Revolving Credit Facility, refer to Note 7 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended August 2, 2014. | ||||||||||||||||||||||
Senior Secured Term Loan Facility. On October 25, 2013, we entered into a credit agreement and related security and other agreements for the $2,950.0 million Senior Secured Term Loan Facility. At January 31, 2015, the outstanding balance under our Senior Secured Term Loan Facility (after giving effect to the Refinancing Amendment discussed below) was $2,913.2 million. The principal amount of the loans outstanding is due and payable in full on October 25, 2020. | ||||||||||||||||||||||
The Senior Secured Term Loan Facility permits the Company to increase the term loans or add a separate tranche of term loans by an amount not to exceed $650.0 million plus an unlimited amount that would result (a) in the case of any incremental term loan facility to be secured equally and ratably with the term loans, a senior secured first lien net leverage ratio equal to or less than 4.25 to 1.00 and (b) in the case of any incremental term loan facility to be secured on a junior basis to the term loans, to be subordinated in right of payment to the term loans or, in the case of certain incremental equivalent loan debt, to be unsecured and pari passu in right of payment to the term loans, a total net leverage ratio equal to the total net leverage ratio as of October 25, 2013. | ||||||||||||||||||||||
On March 13, 2014, we entered into a refinancing amendment with respect to the Senior Secured Term Loan Facility (the Refinancing Amendment). The Refinancing Amendment provided for an immediate reduction in the interest rate margin applicable to the loans outstanding under the Senior Secured Term Loan Facility from (a) 4.00% to 3.25% for LIBOR borrowings and (b) 3.00% to 2.25% for base rate borrowings. In addition, the interest rate margin in the event of a step down based on our senior secured net first lien leverage, as defined in the credit agreement, was reduced from 1) 3.75% to 3.00% for LIBOR borrowings and 2) 2.75% to 2.00% for base rate borrowings. Substantially all other terms are consistent with the October 25, 2013 credit agreement, including the amortization schedule and maturity dates. In connection with the Refinancing Amendment, we incurred costs of $29.5 million which were capitalized as debt issuance costs (included in other assets). In addition, we incurred a loss on debt extinguishment of $7.9 million, which primarily consisted of the write-off of debt issuance costs, previously incurred in connection with the initial issuance of the Senior Secured Term Loan Facility, allocable to lenders that no longer participate in the Senior Secured Term Loan Facility subsequent to the refinancing. The loss on debt extinguishment was recorded in the third quarter of fiscal year 2014 as a component of interest expense. | ||||||||||||||||||||||
At January 31, 2015, borrowings under the Senior Secured Term Loan Facility bore interest at a rate per annum equal to, at our option, either (a) a base rate determined by reference to the higher of 1) the prime rate of Credit Suisse AG (the administrative agent), 2) the federal funds effective rate plus ½ of 1.00% and 3) the adjusted one-month LIBOR plus 1.00% or (b) an adjusted LIBOR (for a period equal to the relevant interest period, and in any event, never less than 1.00%), subject to certain adjustments, in each case plus an applicable margin. The applicable margin is up to 2.25% with respect to base rate borrowings and up to 3.25% with respect to LIBOR borrowings. The applicable margin is subject to adjustment based on the senior secured first lien net leverage ratio. The applicable margin with respect to outstanding LIBOR borrowings was 3.25% at January 31, 2015. The interest rate on the outstanding borrowings pursuant to the Senior Secured Term Loan Facility was 4.25% at January 31, 2015. | ||||||||||||||||||||||
Subject to certain exceptions and reinvestment rights, our Senior Secured Term Loan Facility requires that 100% of the net cash proceeds from certain asset sales and debt issuances and 50% (subject to step downs based on our senior secured first lien net leverage ratio) from excess cash flow, as defined in the credit agreement, for each of our fiscal years (commencing with the period ending July 26, 2015) must be used to pay down outstanding borrowings under our Senior Secured Term Loan Facility. | ||||||||||||||||||||||
Depending on the Company’s senior secured first lien net leverage ratio as defined in the credit agreement governing the Senior Secured Term Loan Facility, we could be required to prepay outstanding term loans from a certain portion of our annual excess cash flow, as defined in the credit agreement. Required excess cash flow payments commence at 50% of our annual excess cash flow (which percentage will be reduced to 25% if our senior secured first lien net leverage ratio, as defined in the credit agreement, is equal to or less than 4.0 to 1.0 but greater than 3.5 to 1.0 and will be reduced to 0% if our senior secured first lien net leverage ratio is equal to or less than 3.5 to 1.0). We were not required to prepay any outstanding term loans pursuant to the annual excess cash flow requirements for fiscal year 2014. We also must offer to prepay outstanding term loans at 100% of the principal amount to be prepaid, plus accrued and unpaid interest, with the net cash proceeds of certain asset sales under certain circumstances. | ||||||||||||||||||||||
We may repay all or any portion of the outstanding Senior Secured Term Loan Facility at any time, subject to redeployment costs in the case of prepayment of LIBOR borrowings other than the last day of the relevant interest period and in the event of certain repayments, conversions or replacements of the term loans under the Senior Secured Term Loan Facility that directly or indirectly result in a reduction of the "effective" interest rate applicable to such term loans or any applicable replacement tranche of debt prior to March 13, 2015, a payment of 1.00% of the aggregate principal amount of the term loans so repaid, converted or replaced. The Senior Secured Term Loan Facility amortizes in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount outstanding as of the Refinancing Amendment, less any voluntary or mandatory prepayments, with the remaining balance due at final maturity. | ||||||||||||||||||||||
Our Senior Secured Term Loan Facility is guaranteed by Holdings and each of our current and future subsidiary guarantors other than (a) unrestricted subsidiaries, (b) certain immaterial subsidiaries, (c) foreign subsidiaries and any domestic subsidiary of a foreign subsidiary, (d) certain holding companies of foreign subsidiaries, (e) captive insurance subsidiaries, not for profit subsidiaries, or a subsidiary which is a special purpose entity for securitization transactions or like special purposes and (f) any subsidiary that is prohibited by applicable law or contractual obligation from acting as a guarantor or which would require governmental approval to provide a guarantee (unless such approval has been received). As of January 31, 2015, the assets of non-guarantor subsidiaries, primarily NMG Germany GmbH (through which NMG conducts the operations of MyTheresa), aggregated $280.9 million, or 3.2% of consolidated total assets. All obligations under the Senior Secured Term Loan Facility, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the assets of Holdings, the Company and the subsidiary guarantors. | ||||||||||||||||||||||
The credit agreement governing the Senior Secured Term Loan Facility contains a number of negative covenants and covenants related to the security arrangements for the Senior Secured Term Loan Facility. The credit agreement also contains customary affirmative covenants and events of default, including a cross-default provision in respect of any other indebtedness that has an aggregate principal amount exceeding $50.0 million. | ||||||||||||||||||||||
For a more detailed description of the Senior Secured Term Loan Facility, refer to Note 7 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended August 2, 2014. | ||||||||||||||||||||||
Cash Pay Notes. In connection with the Acquisition, we incurred indebtedness in the form of $960.0 million aggregate principal amount of 8.00% senior Cash Pay Notes. Interest on the Cash Pay Notes is payable semi-annually in arrears on each April 15 and October 15. The Cash Pay Notes were assumed by us as a result of the Acquisition and are guaranteed by the same entities that guarantee the Senior Secured Term Loan Facility. The Cash Pay Notes are unsecured and the guarantees are full and unconditional. The Cash Pay Notes include certain restrictive covenants and a cross-acceleration provision in respect of other indebtedness that has an aggregate principal amount exceeding $50.0 million. Our Cash Pay Notes mature on October 15, 2021. | ||||||||||||||||||||||
For a more detailed description of the Cash Pay Notes, refer to Note 7 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended August 2, 2014. | ||||||||||||||||||||||
PIK Toggle Notes. In connection with the Acquisition, we incurred indebtedness in the form of $600.0 million aggregate principal amount of our 8.75%/9.50% senior PIK Toggle Notes. Interest on the PIK Toggle Notes is payable semi-annually in arrears on each April 15 and October 15. Interest on the PIK Toggle Notes will be paid entirely in cash for the first two interest payments and thereafter may be paid (i) entirely in cash (Cash Interest), (ii) entirely by increasing the principal amount of the PIK Toggle Notes by the relevant interest (PIK Interest), or (iii) 50% in Cash Interest and 50% in PIK Interest, subject to certain restrictions on the timing and number of elections of PIK Interest or partial PIK Interest payments. Cash Interest on the PIK Toggle Notes accrues at a rate of 8.75% per annum. PIK Interest on the PIK Toggle Notes accrues at a rate of 9.50% per annum. The PIK Toggle Notes were assumed by us as a result of the Acquisition and are guaranteed by the same entities that guarantee the Senior Secured Term Loan Facility. The PIK Toggle Notes are unsecured and the guarantees are full and unconditional. The PIK Toggle Notes include certain restrictive covenants and a cross-acceleration provision in respect of other indebtedness that has an aggregate principal amount exceeding $50.0 million. Our PIK Toggle Notes mature on October 15, 2021. | ||||||||||||||||||||||
For a more detailed description of the PIK Toggle Notes, refer to Note 7 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended August 2, 2014. | ||||||||||||||||||||||
2028 Debentures. NMG has outstanding $125.0 million aggregate principal amount of its 7.125% 2028 Debentures. NMG equally and ratably secures its 2028 Debentures by a first lien security interest on certain collateral subject to liens granted under the Senior Secured Credit Facilities. The 2028 Debentures are guaranteed on an unsecured, senior basis by us. Our guarantee is full and unconditional. Currently, our non-guarantor subsidiaries consist principally of Bergdorf Goodman, Inc., through which NMG conducts the operations of its Bergdorf Goodman stores, and NM Nevada Trust, which holds legal title to certain real property and intangible assets used by NMG in conducting its operations. The 2028 Debentures include certain restrictive covenants and a cross-acceleration provision in respect of any other indebtedness that has an aggregate principal amount exceeding $15.0 million. Our 2028 Debentures mature on June 1, 2028. | ||||||||||||||||||||||
For a more detailed description of the 2028 Debentures, refer to Note 7 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended August 2, 2014. | ||||||||||||||||||||||
Former Asset-Based Revolving Credit Facility. In connection with the Acquisition, we repaid all outstanding obligations of $145.0 million under the Former Asset-Based Revolving Credit Facility and terminated the facility on October 25, 2013. This facility was replaced by the Asset-Based Revolving Credit Facility. | ||||||||||||||||||||||
Former Senior Secured Term Loan Facility. In connection with the Acquisition, we repaid the outstanding balance of $2,433.1 million under our Former Senior Secured Term Loan Facility on October 25, 2013. This facility was replaced by the Senior Secured Term Loan Facility. | ||||||||||||||||||||||
Maturities of Long-term Debt. Annual maturities of long-term debt outstanding at January 31, 2015 during the current and next five fiscal years and thereafter are as follows (in millions): | ||||||||||||||||||||||
February 1, 2015 through August 1, 2015 | $ | 14.7 | ||||||||||||||||||||
2016 | 29.4 | |||||||||||||||||||||
2017 | 29.4 | |||||||||||||||||||||
2018 | 29.4 | |||||||||||||||||||||
2019 | 154.4 | |||||||||||||||||||||
2020 | 29.4 | |||||||||||||||||||||
Thereafter | 4,433.60 | |||||||||||||||||||||
The previous table does not reflect future excess cash flow prepayments, if any, that may be required under the Senior Secured Term Loan Facility. | ||||||||||||||||||||||
Interest Expense. The significant components of interest expense are as follows: | ||||||||||||||||||||||
Quarter-to-date | Year-to-date | |||||||||||||||||||||
Thirteen | Thirteen | Twenty-six | Thirteen weeks ended | Thirteen | ||||||||||||||||||
weeks ended | weeks ended | weeks ended | weeks ended | |||||||||||||||||||
January 31, | February 1, | January 31, | February 1, | November 2, | ||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2013 | ||||||||||||||||||
(in thousands) | (Successor) | (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||||||
Asset-Based Revolving Credit Facility | $ | 485 | $ | 258 | $ | 715 | $ | 258 | $ | 75 | ||||||||||||
Senior Secured Term Loan Facility | 31,405 | 37,283 | 62,984 | 37,283 | 3,687 | |||||||||||||||||
Cash Pay Notes | 19,200 | 19,414 | 38,400 | 19,414 | 2,773 | |||||||||||||||||
PIK Toggle Notes | 13,125 | 13,271 | 26,250 | 13,271 | 1,896 | |||||||||||||||||
2028 Debentures | 2,226 | 2,227 | 4,453 | 2,227 | 2,226 | |||||||||||||||||
Former Asset-Based Revolving Credit Facility | — | — | — | — | 477 | |||||||||||||||||
Former Senior Secured Term Loan Facility | — | — | — | — | 22,521 | |||||||||||||||||
Amortization of debt issue costs | 6,143 | 5,145 | 12,274 | 5,145 | 2,466 | |||||||||||||||||
Other, net | 624 | 524 | 1,177 | 524 | 1,334 | |||||||||||||||||
Capitalized interest | (743 | ) | (263 | ) | (1,178 | ) | (263 | ) | (140 | ) | ||||||||||||
Interest expense, net | $ | 72,465 | $ | 77,859 | $ | 145,075 | $ | 77,859 | $ | 37,315 | ||||||||||||
We recorded interest expense of $8.4 million during the first quarter of fiscal year 2014 related to debt incurred as a result of the Acquisition. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 6 Months Ended |
Jan. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments |
At January 31, 2015, we had outstanding floating rate debt obligations of $3,038.2 million. In April 2014, we entered into interest rate cap agreements (at a cost of $2.0 million) for an aggregate notional amount of $1,400.0 million to hedge the variability of our cash flows related to a portion of our floating rate indebtedness. The interest rate cap agreements cap LIBOR at 3.00% from December 2014 through December 2016 with respect to the $1,400.0 million notional amount of such agreements. In the event LIBOR is less than 3.00%, we will pay interest at the lower LIBOR rate. In the event LIBOR is higher than 3.00%, we will pay interest at the capped rate of 3.00%. On January 31, 2015, the fair value of our interest rate caps was $0.3 million. | |
Gains and losses realized due to the expiration of applicable portions of the interest rate caps are reclassified to interest expense at the time our quarterly interest payments are made. Losses of $0.4 million were realized in the first quarter of fiscal year 2014 and no gains or losses were realized in the second quarter of fiscal years 2015 and 2014 or in year-to-date fiscal 2015. |
Income_Taxes
Income Taxes | 6 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||
Income Taxes | Income Taxes | ||||||||||||||||
Our effective income tax expense rates for the following periods are as follows: | |||||||||||||||||
Quarter-to-date | Year-to-date | ||||||||||||||||
Thirteen | Thirteen | Twenty-six | Thirteen weeks ended | Thirteen | |||||||||||||
weeks ended | weeks ended | weeks ended | weeks ended | ||||||||||||||
January 31, | February 1, | January 31, | February 1, | November 2, | |||||||||||||
2015 | 2014 | 2015 | 2014 | 2013 | |||||||||||||
(Successor) | (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||
Effective income tax rate | 40 | % | 39.6 | % | 40.2 | % | 39.6 | % | 152.9 | % | |||||||
Our effective income tax rates for the second quarter of fiscal year 2015, year-to-date fiscal 2015 and second quarter of fiscal year 2014 exceeded the federal statutory tax rate due to the non-deductible portion of transaction costs incurred in connection with acquisitions, state income taxes and, with respect to the second quarter of fiscal year 2014, due to the lack of a U.S. tax benefit related to the losses from our investment in a foreign e-commerce retailer (sold in the third quarter of fiscal year 2014). Our effective income tax rate for the first quarter of fiscal year 2014 exceeded the federal statutory tax rate due to the non-deductible portion of transaction costs incurred in connection with the Acquisition, state income taxes and the lack of a U.S. tax benefit related to the losses from our investment in a foreign e-commerce retailer. | |||||||||||||||||
At January 31, 2015, the gross amount of unrecognized tax benefits was $2.1 million ($1.4 million of which would impact our effective tax rate, if recognized). We classify interest and penalties as a component of income tax expense and our liability for accrued interest and penalties was $4.5 million at January 31, 2015, $5.1 million at August 2, 2014 and $4.8 million at February 1, 2014. | |||||||||||||||||
We file income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions. The Internal Revenue Service (IRS) is currently auditing our fiscal year 2012 federal income tax return. With respect to state, local and foreign jurisdictions, with limited exceptions, the Company and its subsidiaries are no longer subject to income tax audits for fiscal years before 2011. We believe our recorded tax liabilities as of January 31, 2015 are sufficient to cover any potential assessments to be made by the IRS or other taxing authorities upon the completion of their examinations and we will continue to review our recorded tax liabilities for potential audit assessments based upon subsequent events, new information and future circumstances. We believe it is reasonably possible that additional adjustments in the amounts of our unrecognized tax benefits could occur within the next twelve months as a result of settlements with tax authorities or expiration of statutes of limitation. At this time, we do not believe such adjustments will have a material impact on our Condensed Consolidated Financial Statements. | |||||||||||||||||
Subsequent to the Acquisition, Parent and its subsidiaries, including the Company, file U.S. federal income taxes as a consolidated group. The Company has elected to be treated as a corporation for U.S. federal income tax purposes and all operations of Parent are conducted through the Company and its subsidiaries. Income taxes are presented as if the Company and its subsidiaries are separate taxpayers from Parent. There are no differences between the Company's and Parent's current and deferred income taxes. |
Employee_Benefit_Plans
Employee Benefit Plans | 6 Months Ended | |||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||||||||
Employee Benefit Plans | Employee Benefit Plans | |||||||||||||||||||||
Description of Benefit Plans. We currently maintain defined contribution plans consisting of a retirement savings plan (RSP) and a defined contribution supplemental executive retirement plan (Defined Contribution SERP Plan). In addition, we sponsor a defined benefit pension plan (Pension Plan) and an unfunded supplemental executive retirement plan (SERP Plan) which provides certain employees additional pension benefits. As of the third quarter of fiscal year 2010, benefits offered to all participants in our Pension Plan and SERP Plan were frozen. Retirees and active employees hired prior to March 1, 1989 are eligible for certain limited postretirement health care benefits (Postretirement Plan) if they meet certain service and minimum age requirements. We also sponsor an unfunded key employee deferred compensation plan, which provides certain employees with additional benefits. | ||||||||||||||||||||||
Obligations for our employee benefit plans, included in other long-term liabilities, are as follows: | ||||||||||||||||||||||
January 31, | August 2, | February 1, | ||||||||||||||||||||
2015 | 2014 | 2014 | ||||||||||||||||||||
(in thousands) | (Successor) | (Successor) | (Successor) | |||||||||||||||||||
Pension Plan | $ | 197,210 | $ | 189,890 | $ | 162,705 | ||||||||||||||||
SERP Plan | 109,789 | 113,787 | 108,380 | |||||||||||||||||||
Postretirement Plan | 10,861 | 10,945 | 14,721 | |||||||||||||||||||
317,860 | 314,622 | 285,806 | ||||||||||||||||||||
Less: current portion | (5,814 | ) | (6,602 | ) | (5,754 | ) | ||||||||||||||||
Long-term portion of benefit obligations | $ | 312,046 | $ | 308,020 | $ | 280,052 | ||||||||||||||||
Funding Policy and Plan Status. Our policy is to fund the Pension Plan at or above the minimum required by law. In fiscal year 2014, we were not required to make contributions to the Pension Plan. As of January 31, 2015, we do not believe we will be required to make contributions to the Pension Plan for fiscal year 2015. We will continue to evaluate voluntary contributions to our Pension Plan based upon the unfunded position of the Pension Plan, our available liquidity and other factors. | ||||||||||||||||||||||
Cost of Benefits. The components of the expenses we incurred under our Pension Plan, SERP Plan and Postretirement Plan are as follows: | ||||||||||||||||||||||
Quarter-to-date | Year-to-date | |||||||||||||||||||||
Thirteen | Thirteen | Twenty-six | Thirteen weeks ended | Thirteen | ||||||||||||||||||
weeks ended | weeks ended | weeks ended | weeks ended | |||||||||||||||||||
January 31, | February 1, | January 31, | February 1, | November 2, | ||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2013 | ||||||||||||||||||
(in thousands) | (Successor) | (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||||||
Pension Plan: | ||||||||||||||||||||||
Interest cost | $ | 6,382 | $ | 5,781 | $ | 12,764 | $ | 5,781 | $ | 5,781 | ||||||||||||
Expected return on plan assets | (6,234 | ) | (6,166 | ) | (12,468 | ) | (6,166 | ) | (6,401 | ) | ||||||||||||
Net amortization of losses | — | — | — | — | 1,095 | |||||||||||||||||
Pension Plan expense (income) | $ | 148 | $ | (385 | ) | $ | 296 | $ | (385 | ) | $ | 475 | ||||||||||
SERP Plan: | ||||||||||||||||||||||
Interest cost | $ | 1,126 | $ | 1,104 | $ | 2,252 | $ | 1,104 | $ | 1,104 | ||||||||||||
SERP Plan expense | $ | 1,126 | $ | 1,104 | $ | 2,252 | $ | 1,104 | $ | 1,104 | ||||||||||||
Postretirement Plan: | ||||||||||||||||||||||
Service cost | $ | 3 | $ | 5 | $ | 6 | $ | 5 | $ | 5 | ||||||||||||
Interest cost | 113 | 142 | 226 | 142 | 142 | |||||||||||||||||
Net amortization of prior service cost | — | — | — | — | (321 | ) | ||||||||||||||||
Net amortization of (gains) losses | (93 | ) | — | (186 | ) | — | 35 | |||||||||||||||
Postretirement Plan expense (income) | $ | 23 | $ | 147 | $ | 46 | $ | 147 | $ | (139 | ) | |||||||||||
StockBased_Compensation
Stock-Based Compensation | 6 Months Ended | |||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||
Stock-Based Compensation | Stock-Based Compensation | |||||||||||||||||||||
Predecessor | ||||||||||||||||||||||
Stock Options. The Predecessor had equity-based management arrangements, which authorized equity awards to be granted to certain management employees. At the time of the Acquisition, Predecessor stock options for 101,730 shares were outstanding, consisting of vested options for 67,899 shares and unvested options for 33,831 shares. In connection with the Acquisition, previously unvested options became fully vested on October 25, 2013. | ||||||||||||||||||||||
All Predecessor stock options were subject to settlement in connection with the Acquisition in amounts equal to the excess of the per share merger consideration over the exercise prices of such options. The fair value of the consideration payable to holders of Predecessor stock options aggregated $187.4 million, of such amount $135.9 million represented the fair value of previously vested options which amount was included in the consideration paid by the Sponsors to acquire the Company. The remaining $51.5 million represented the fair value of previously unvested options, such amount was expensed in the results of operations of the Successor for the second quarter of fiscal year 2014. | ||||||||||||||||||||||
Successor | ||||||||||||||||||||||
Stock Options. Subsequent to the Acquisition, Parent established various incentive plans pursuant to which eligible employees, consultants and non-employee directors are eligible to receive stock-based awards. Under the incentive plans, Parent is authorized to grant stock options, restricted stock and other types of awards that are valued in whole or in part by reference to, or are payable or otherwise based on, the shares of common stock of Parent. Charges with respect to options issued by Parent pursuant to the incentive plans are reflected by the Company in the preparation of our Condensed Consolidated Financial Statements. | ||||||||||||||||||||||
Co-Invest Options. In connection with the Acquisition, certain executive officers of the Company rolled over a portion of the amounts otherwise payable in settlement of their Predecessor stock options into stock options of Parent. Specifically, upon the consummation of the Acquisition, Predecessor stock options were rolled over and converted into stock options for 56,979 shares of Parent (the Co-Invest Options). | ||||||||||||||||||||||
The number of Co-Invest Options issued upon conversion of Predecessor stock options was equal to the product of (a) the number of shares subject to the applicable Predecessor stock options multiplied by (b) the ratio of the per share merger consideration over the fair market value of a share of Parent, which was approximately 3.1x (the Exchange Ratio). The exercise price of each Predecessor stock option was adjusted by dividing the original exercise price of the Predecessor stock option by the Exchange Ratio. Following the conversion, the exercise prices of the Co-Invest Options range from $180 to $644 per share. As of the date of the Acquisition, the aggregate intrinsic value of the Co-Invest Options equaled the intrinsic value of the rolled over Predecessor stock options. The Co-Invest Options are fully vested and are exercisable at any time prior to the applicable expiration dates related to the original grant of the Predecessor options. The Co-Invest Options contain sale and repurchase provisions. | ||||||||||||||||||||||
Non-Qualified Stock Options. Pursuant to the terms of the incentive plans, Parent granted 81,607 time-vested non-qualified stock options and 76,385 performance-vested non-qualified stock options to certain executive officers, non-executive officers and non-employee directors of the Company in fiscal year 2014. These non-qualified stock options were granted at an exercise price of $1,000 per share and such options will expire no later than the tenth anniversary of the grant date. In the first quarter of fiscal year 2015, Parent granted 3,113 time-vested non-qualified stock options and 2,890 performance-vested non-qualified stock options to certain executive and non-executive officers of the Company. These non-qualified stock options were granted at an exercise price of $1,074 per share and such options will expire no later than the tenth anniversary of the grant date. Each grant of non-qualified stock options consists of options to purchase an equal number of shares of Parent’s Class A common stock and Class B common stock. | ||||||||||||||||||||||
Accounting for Successor Stock Options. Parent generally has the right to call shares issued upon exercise of vested stock options at the fair market value and vested unexercised stock options for the difference between the fair market value of the underlying share and the exercise price in the event the optionee ceases to be an employee of the Company. However, if the optionee voluntarily leaves the Company without good reason or is terminated for cause, the repurchase price is the lesser of the exercise price of such options or the fair value of such awards at the employee termination date. In the event of the retirement of the optionee, the repurchase price is fair value at the retirement date. As a result of these repurchase rights, the Company accounts for stock options issued to optionees who will become retirement eligible prior to the expiration of their stock options (Retirement Eligible Optionees) using the liability method. Under the liability method, the Company establishes the estimated liability for option awards held by Retirement Eligible Optionees over the vesting/performance periods of such awards and the liability for the vested/earned options is adjusted to its estimated fair value through compensation expense at each balance sheet date. With respect to options held by non-retirement eligible optionees, such options are effectively forfeited should the optionee voluntarily leave the Company without good reason or be terminated for cause. As a result, the Company records no expense or liability with respect to such options currently. | ||||||||||||||||||||||
With respect to the Co-Invest Options, the fair value of such options at the Acquisition date was $36.3 million. Of such amount, $9.5 million represented the fair value of options held by Retirement Eligible Optionees for which a liability was established at the Acquisition date. The remaining value of $26.8 million represented the fair value of options held by non-retirement eligible optionees and such amount was credited to Successor equity. | ||||||||||||||||||||||
At January 31, 2015, the aggregate number of co-invest, time-vested and performance-vested options held by Retirement Eligible Optionees aggregated 99,910 options. The recorded liability with respect to such options was $20.1 million at January 31, 2015, $15.8 million at August 2, 2014 and $11.9 million at February 1, 2014. We recognize compensation expense, which is included in selling, general and administrative expenses, for stock options on a straight-line basis over the vesting/performance periods. The following table sets forth certain summary information with respect to our stock options for the periods indicated. | ||||||||||||||||||||||
Quarter-to-date | Year-to-date | |||||||||||||||||||||
Thirteen | Thirteen | Twenty-six | Thirteen | Thirteen | ||||||||||||||||||
weeks ended | weeks ended | weeks ended | weeks ended | weeks ended | ||||||||||||||||||
January 31, | February 1, | January 31, | February 1, | November 2, | ||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2013 | ||||||||||||||||||
(in thousands, except number of options and per option price) | (Successor) | (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||||||
Stock compensation expense | $ | 2,135 | $ | 2,376 | $ | 4,270 | $ | 2,376 | $ | 2,548 | ||||||||||||
Stock option grants: | ||||||||||||||||||||||
Number of options granted | — | 145,984 | 6,003 | 145,984 | — | |||||||||||||||||
Weighted average grant date fair value | $ | — | $ | 407 | $ | 325 | $ | 407 | $ | — | ||||||||||||
Stock option exercises: | ||||||||||||||||||||||
Number of options exercised | 118 | — | 118 | — | 65 | |||||||||||||||||
Weighted average exercise price | $ | 577 | $ | — | $ | 577 | $ | — | $ | 1,557 | ||||||||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 6 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |||||||||||||||||
Accumulated Other Comprehensive Earnings (Loss) | Accumulated Other Comprehensive Loss | ||||||||||||||||
The following table summarizes the changes in accumulated other comprehensive loss by component (amounts are recorded net of related income taxes): | |||||||||||||||||
(in thousands) | Foreign Currency Translation Adjustments | Unrealized | Unfunded | Total | |||||||||||||
Losses on | Benefit | ||||||||||||||||
Financial | Obligations | ||||||||||||||||
Instruments | |||||||||||||||||
Successor: | |||||||||||||||||
Balance, August 2, 2014 | $ | — | $ | (954 | ) | $ | (16,475 | ) | $ | (17,429 | ) | ||||||
Other comprehensive loss | — | (1,191 | ) | (1,910 | ) | (3,101 | ) | ||||||||||
Balance, November 1, 2014 | $ | — | $ | (2,145 | ) | $ | (18,385 | ) | $ | (20,530 | ) | ||||||
Other comprehensive loss | (5,977 | ) | (1,741 | ) | (57 | ) | (7,775 | ) | |||||||||
Balance, January 31, 2015 | $ | (5,977 | ) | $ | (3,886 | ) | $ | (18,442 | ) | $ | (28,305 | ) |
Income_from_Credit_Card_Progra
Income from Credit Card Program | 6 Months Ended |
Jan. 31, 2015 | |
Income from Credit Card Program | |
Income from Credit Card Program | Income from Credit Card Program |
We maintain a proprietary credit card program through which credit is extended to customers and have a related marketing and servicing alliance with affiliates of Capital One Financial Corporation (Capital One). Pursuant to our agreement with Capital One (the Program Agreement), Capital One currently offers credit cards and non-card payment plans under both the “Neiman Marcus” and “Bergdorf Goodman” brand names. Effective July 1, 2013, we amended and extended the Program Agreement to July 2020 (renewable thereafter for three-year terms), subject to early termination provisions. | |
Pursuant to the Program Agreement, we receive payments from Capital One based on sales transacted on our proprietary credit cards. We may receive additional payments based on the profitability of the portfolio as determined under the Program Agreement depending on a number of factors including credit losses. In addition, we receive payments from Capital One for marketing and servicing activities we provide to Capital One. |
Other_Expenses
Other Expenses | 6 Months Ended | |||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||
Other Expenses [Abstract] | ||||||||||||||||||||||
Other Expenses | Other Expenses | |||||||||||||||||||||
Other expenses consists of the following components: | ||||||||||||||||||||||
Quarter-to-date | Year-to-date | |||||||||||||||||||||
Thirteen | Thirteen | Twenty-six | Thirteen weeks ended | Thirteen | ||||||||||||||||||
weeks ended | weeks ended | weeks ended | weeks ended | |||||||||||||||||||
January 31, | February 1, | January 31, | February 1, | November 2, | ||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2013 | ||||||||||||||||||
(in thousands) | (Successor) | (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||||||
Costs incurred in connection with the Acquisition: | ||||||||||||||||||||||
Change-in-control cash payments due to Former Sponsors and management | $ | — | $ | — | $ | — | $ | — | $ | 80,457 | ||||||||||||
Stock-based compensation for accelerated vesting of Predecessor stock options (including non-cash charges of $15.4 million) | — | 51,510 | — | 51,510 | — | |||||||||||||||||
Other, primarily professional fees | — | 1,732 | — | 1,732 | 28,942 | |||||||||||||||||
Total transaction costs | — | 53,242 | — | 53,242 | 109,399 | |||||||||||||||||
MyTheresa acquisition costs | 448 | — | 11,438 | — | — | |||||||||||||||||
Costs related to the Cyber-Attack, net of insurance recovery | (1,501 | ) | 4,088 | 2,800 | 4,088 | — | ||||||||||||||||
Equity in loss of foreign e-commerce retailer | — | 2,063 | — | 2,063 | 1,523 | |||||||||||||||||
Management fee due to Former Sponsors | — | — | — | — | 2,823 | |||||||||||||||||
Accretion of contingent earn-out obligation | 1,654 | — | 1,654 | — | — | |||||||||||||||||
Other non-recurring expenses | 2,107 | 6,197 | 6,617 | 6,197 | 155 | |||||||||||||||||
Other expenses | $ | 2,708 | $ | 65,590 | $ | 22,509 | $ | 65,590 | $ | 113,900 | ||||||||||||
We discovered in January 2014 that malicious software (malware) was clandestinely installed on our computer systems (the Cyber-Attack). In year-to-date fiscal 2015, we incurred investigative, legal and other costs in connection with the Cyber-Attack. We expect to incur additional costs related to the Cyber-Attack in the foreseeable future. Such costs are not currently estimable but could be material to our future operating results. | ||||||||||||||||||||||
In the third quarter of fiscal year 2014, we sold our investment in a foreign e-commerce retailer, which was previously accounted for under the equity method, for $35.0 million, which amount equaled the carrying value of our investment. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jan. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
Employment and Consumer Class Actions Litigation. On April 30, 2010, a Class Action Complaint for Injunction and Equitable Relief was filed against the Company, Newton Holding, LLC, TPG Capital, L.P. and Warburg Pincus LLC in the United States District Court for the Central District of California by Sheila Monjazeb, individually and on behalf of other members of the general public similarly situated. On July 12, 2010, all defendants except for the Company were dismissed without prejudice, and on August 20, 2010, this case was dismissed by Ms. Monjazeb and refiled in the Superior Court of California for San Francisco County. This complaint, along with a similar class action lawsuit originally filed by Bernadette Tanguilig in 2007, alleges that the Company has engaged in various violations of the California Labor Code and Business and Professions Code, including without limitation, by (1) asking employees to work “off the clock,” (2) failing to provide meal and rest breaks to its employees, (3) improperly calculating deductions on paychecks delivered to its employees and (4) failing to provide a chair or allow employees to sit during shifts. The Monjazeb and Tanguilig class actions were deemed “related” cases and were then brought before the same trial court judge. On October 24, 2011, the court granted the Company’s motion to compel Ms. Monjazeb and Juan Carlos Pinela (a co-plaintiff in the Tanguilig case) to arbitrate their individual claims in accordance with the Company’s Mandatory Arbitration Agreement, foreclosing their ability to pursue a class action in court. However, the court’s order compelling arbitration did not apply to Ms. Tanguilig because she is not bound by the Mandatory Arbitration Agreement. Further, the court determined that Ms. Tanguilig could not be a class representative of employees who are subject to the Mandatory Arbitration Agreement, thereby limiting the putative class action to those associates who were employed between December 2003 and July 15, 2007 (the effective date of our Mandatory Arbitration Agreement). Following the court’s order, Ms. Monjazeb and Mr. Pinela filed demands for arbitration with the American Arbitration Association (AAA) seeking to arbitrate not only their individual claims, but also class claims, which the Company asserted violated the class action waiver in the Mandatory Arbitration Agreement. This led to further proceedings in the trial court, a stay of the arbitrations, and a decision by the trial court, on its own motion, to reconsider its order compelling arbitration. The trial court ultimately decided to vacate its order compelling arbitration due to a recent California appellate court decision. Following this ruling, the Company timely filed two separate appeals, one with respect to Mr. Pinela and one with respect to Ms. Monjazeb, with the Court of Appeal, asserting that the trial court did not have jurisdiction to change its earlier determination of the enforceability of the arbitration agreement. The appeal with respect to Mr. Pinela has been fully briefed and awaits the setting of a date for oral argument. The appeal with respect to Ms. Monjazeb was dismissed since final approval of the class action settlement (as described below) was granted. | |
Notwithstanding the appeal, the trial court decided to set certain civil penalty claims asserted by Ms. Tanguilig for trial on April 1, 2014. In these claims, Ms. Tanguilig sought civil penalties under the Private Attorneys General Act based on the Company's alleged failure to provide employees with meal periods and rest breaks in compliance with California law. On December 10, 2013, the Company filed a motion to dismiss all of Ms. Tanguilig’s claims, including the civil penalty claims, based on her failure to bring her claims to trial within five years as required by California law. After several hearings, on February 28, 2014, the court dismissed all of Ms. Tanguilig’s claims in the case and vacated the April 1, 2014 trial date. The court has awarded the Company its costs of suit in connection with the defense of Ms. Tanguilig’s claims, but denied its request of an attorneys’ fees award from Ms. Tanguilig. Ms. Tanguilig filed a notice of appeal from the dismissal of all her claims, as well as a second notice of appeal from the award of costs, both of which are pending before the Court of Appeal. Should the Court of Appeal reverse the trial court’s dismissal of all of Ms. Tanguilig’s claims, the litigation will resume, and Ms. Tanguilig will seek class certification of the claims asserted in her Third Amended Complaint. If this occurs, the scope of her class claims will likely be reduced by the class action settlement and release in the Monjazeb case (as described below); however, that settlement does not cover claims asserted by Ms. Tanguilig for alleged Labor Code violations from approximately December 19, 2003 to August 20, 2006 (the beginning of the settlement class period in the Monjazeb case). Briefing on the appeals is underway, but no date has been set for oral argument. | |
In Ms. Monjazeb's class action, a settlement was reached at a mediation held on January 25, 2014. After several hearings, the trial court granted preliminary approval of the settlement on May 6, 2014 and directed that notice of settlement be given to the settlement class. The deadline for class members to opt out of the settlement was August 11, 2014. The final approval hearing was held on September 18, 2014. The court granted final approval and issued a judgment approving the settlement. The settlement funds have been paid by the Company and have been disbursed by the claims administrator in accordance with the settlement. | |
Notwithstanding the settlement of the Monjazeb class action, Ms. Tanguilig filed a motion on January 26, 2015 seeking to recover catalyst attorneys' fees from the Company. A hearing was held on February 24, 2015, and the court issued an order on February 25, 2015 allowing Ms. Tanguilig to proceed with her motion to recover catalyst attorneys' fees related to the Monjazeb settlement. We will vigorously contest this motion. | |
Based upon the settlement agreement with respect to Ms. Monjazeb's class action claims, we recorded our currently estimable liabilities with respect to both Ms. Monjazeb's and Ms. Tanguilig's employment class actions litigation claims in fiscal year 2014, which amount was not material to our financial condition or results of operations. We will continue to evaluate these matters, and our recorded reserves for such matters, based on subsequent events, new information and future circumstances. | |
In addition to the foregoing matters, the National Labor Relations Board (NLRB) has been pursuing a complaint alleging that the Mandatory Arbitration Agreement’s class action prohibition violates employees’ rights to engage in concerted activity, which was submitted to an administrative law judge (ALJ) for determination on a stipulated record. Recently, the ALJ issued a recommended decision and order finding that the Company's Arbitration Agreement and class action waiver violated the National Labor Relations Act. The matter has now been transferred to the NLRB for further consideration and decision. | |
On August 7, 2014, a putative class action complaint was filed against The Neiman Marcus Group LLC in Los Angeles County Superior Court by a customer, Linda Rubenstein, in connection with the Company's Last Call stores in California. Ms. Rubenstein alleges that the Company has violated various California consumer protection statutes by implementing a marketing and pricing strategy that suggests that clothing sold at Last Call stores in California was originally offered for sale at full-line Neiman Marcus stores when allegedly, it was not, and is allegedly of inferior quality to clothing sold at the full-line stores. On September 12, 2014, we removed the case to the United States District Court for the Central District of California. On October 17, 2014, we filed a motion to dismiss the complaint, which the court granted on December 12, 2014. In its order dismissing the complaint, the court granted Ms. Rubenstein leave to file an amended complaint. Ms. Rubenstein filed her first amended complaint on December 22, 2014. On January 6, 2015, we filed a motion to dismiss the first amended complaint, which the court granted on March 2, 2015. In its order dismissing the first amended complaint, the court granted Ms. Rubenstein leave to file a second amended complaint by March 20, 2015. Additionally, on November 12, 2014, Ms. Rubenstein filed a motion for class certification, which she subsequently withdrew. Ms. Rubenstein's deadline for filing a new motion for class certification is May 4, 2015. | |
We will continue to vigorously defend our interests in the matters described above and continue to evaluate them based on subsequent events, new information and future circumstances. In addition, we are currently involved in various other legal actions and proceedings that arose in the ordinary course of business. With respect to the matters described above as well as all other current outstanding litigation involving us, we believe that any liability arising as a result of such litigation will not have a material adverse effect on our financial position, results of operations or cash flows. | |
Cyber-Attack Class Actions Litigation. Three class actions relating to the Cyber-Attack were filed in January 2014 and later voluntarily dismissed by the plaintiffs between February and April 2014. The plaintiffs had alleged negligence and other claims in connection with their purchases by payment cards. Melissa Frank v. The Neiman Marcus Group, LLC, et al., was filed in the United States District Court for the Eastern District of New York on January 13, 2014 but was voluntarily dismissed by the plaintiff on April 15, 2014, without prejudice to her right to re-file a complaint. Donna Clark v. Neiman Marcus Group LTD LLC was filed in the United States District Court for the Northern District of Georgia on January 27, 2014 but was voluntarily dismissed by the plaintiff on March 11, 2014, without prejudice to her right to re-file a complaint. Christina Wong v. The Neiman Marcus Group, LLC, et al., was filed in the United States District Court for the Central District of California on January 29, 2014, but was voluntarily dismissed by the plaintiff on February 10, 2014, without prejudice to her right to re-file a complaint. Three new putative class actions relating to the Cyber-Attack were filed in March and April 2014, also alleging negligence and other claims in connection with plaintiffs’ purchases by payment cards. Two of the cases, Katerina Chau v. Neiman Marcus Group LTD, Inc., filed in the United States District Court for the Southern District of California on March 14, 2014, and Michael Shields v. The Neiman Marcus Group, LLC, filed in the United States District Court for the Southern District of California on April 1, 2014, were voluntarily dismissed, with prejudice as to Chau and without prejudice as to Shields. The third case, Hilary Remijas v. The Neiman Marcus Group, LLC, was filed on March 12, 2014 in the Northern District of Illinois. On June 2, 2014, an amended complaint in the Remijas case was filed, which added three plaintiffs (Debbie Farnoush and Joanne Kao, California residents; and Melissa Frank, a New York resident) and asserted claims for negligence, implied contract, unjust enrichment, violation of various consumer protection statutes, invasion of privacy and violation of state data breach laws. The Company moved to dismiss the Remijas amended complaint on July 2, 2014. On September 16, 2014, the court granted the Company's motion to dismiss the Remijas case on the grounds that the plaintiffs lacked standing due to their failure to demonstrate an actionable injury. On September 25, 2014, plaintiffs appealed the district court's order dismissing the case to the Seventh Circuit Court of Appeals. Oral argument was held on January 23, 2015, and a decision is pending. Andrew McClease v. The Neiman Marcus Group, LLC was filed in the United States District Court for the Eastern District of North Carolina on December 30, 2014, alleging negligence and other claims in connection with Mr. McClease's purchase by payment card. We will vigorously defend our interests in this matter. | |
In addition to class actions litigation, payment card companies and associations may require us to reimburse them for unauthorized card charges and costs to replace cards and may also impose fines or penalties in connection with the security incident, and enforcement authorities may also impose fines or other remedies against us. We have also incurred other costs associated with this security incident, including legal fees, investigative fees, costs of communications with customers and credit monitoring services provided to our customers. At this point, we are unable to predict the developments in, outcome of, and economic and other consequences of pending or future litigation or regulatory investigations related to, and other costs associated with, this matter. We will continue to evaluate these matters based on subsequent events, new information and future circumstances. | |
Other. We had no outstanding irrevocable letters of credit relating to purchase commitments and insurance and other liabilities at January 31, 2015. We had approximately $3.2 million in surety bonds at January 31, 2015 relating primarily to merchandise imports and state sales tax and utility requirements. |
Condensed_Consolidating_Financ
Condensed Consolidating Financial Information | 6 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||
Condensed Consolidating Financial Information | Condensed Consolidating Financial Information | ||||||||||||||||||||
2028 Debentures. All of NMG’s obligations under the 2028 Debentures are guaranteed by the Company. The guarantee by the Company is full and unconditional. The Company’s guarantee of the 2028 Debentures is subject to automatic release if the requirements for legal defeasance or covenant defeasance of the 2028 Debentures are satisfied, or if NMG’s obligations under the indenture governing the 2028 Debentures are discharged. Currently, the Company’s non-guarantor subsidiaries under the 2028 Debentures consist principally of 1) Bergdorf Goodman, Inc., through which NMG conducts the operations of its Bergdorf Goodman stores, 2) NM Nevada Trust, which holds legal title to certain real property and intangible assets used by NMG in conducting its operations and 3) NMG Germany GmbH, through which NMG conducts the operations of MyTheresa. | |||||||||||||||||||||
The following condensed consolidating financial information represents the financial information of the Company and its non-guarantor subsidiaries under the 2028 Debentures, prepared on the equity basis of accounting. The information is presented in accordance with the requirements of Rule 3-10 under the SEC’s Regulation S-X. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the non-guarantor subsidiaries operated as independent entities. | |||||||||||||||||||||
31-Jan-15 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 118,904 | $ | 8,198 | $ | — | $ | 127,102 | |||||||||||
Merchandise inventories | — | 939,788 | 171,892 | — | 1,111,680 | ||||||||||||||||
Other current assets | — | 138,450 | 14,340 | (13 | ) | 152,777 | |||||||||||||||
Total current assets | — | 1,197,142 | 194,430 | (13 | ) | 1,391,559 | |||||||||||||||
Property and equipment, net | — | 1,309,780 | 115,397 | — | 1,425,177 | ||||||||||||||||
Intangible assets, net | — | 656,942 | 3,008,205 | — | 3,665,147 | ||||||||||||||||
Goodwill | — | 1,669,364 | 613,234 | — | 2,282,598 | ||||||||||||||||
Other assets | — | 145,151 | 1,396 | — | 146,547 | ||||||||||||||||
Intercompany notes receivable | — | 150,000 | — | (150,000 | ) | — | |||||||||||||||
Investments in subsidiaries | 1,449,729 | 3,568,741 | — | (5,018,470 | ) | — | |||||||||||||||
Total assets | $ | 1,449,729 | $ | 8,697,120 | $ | 3,932,662 | $ | (5,168,483 | ) | $ | 8,911,028 | ||||||||||
LIABILITIES AND MEMBER EQUITY | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | — | $ | 267,576 | $ | 39,604 | $ | — | $ | 307,180 | |||||||||||
Accrued liabilities | — | 391,485 | 98,861 | (13 | ) | 490,333 | |||||||||||||||
Current portion of long-term debt | — | 29,426 | — | — | 29,426 | ||||||||||||||||
Total current liabilities | — | 688,487 | 138,465 | (13 | ) | 826,939 | |||||||||||||||
Long-term liabilities: | |||||||||||||||||||||
Long-term debt | — | 4,690,915 | — | — | 4,690,915 | ||||||||||||||||
Intercompany notes payable | — | — | 150,000 | (150,000 | ) | — | |||||||||||||||
Deferred income taxes | — | 1,494,953 | 24,404 | — | 1,519,357 | ||||||||||||||||
Other long-term liabilities | — | 373,036 | 51,052 | — | 424,088 | ||||||||||||||||
Total long-term liabilities | — | 6,558,904 | 225,456 | (150,000 | ) | 6,634,360 | |||||||||||||||
Total member equity | 1,449,729 | 1,449,729 | 3,568,741 | (5,018,470 | ) | 1,449,729 | |||||||||||||||
Total liabilities and member equity | $ | 1,449,729 | $ | 8,697,120 | $ | 3,932,662 | $ | (5,168,483 | ) | $ | 8,911,028 | ||||||||||
August 2, 2014 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 195,004 | $ | 1,472 | $ | — | $ | 196,476 | |||||||||||
Merchandise inventories | — | 953,936 | 115,696 | — | 1,069,632 | ||||||||||||||||
Other current assets | — | 131,894 | 11,772 | — | 143,666 | ||||||||||||||||
Total current assets | — | 1,280,834 | 128,940 | — | 1,409,774 | ||||||||||||||||
Property and equipment, net | — | 1,275,264 | 115,002 | — | 1,390,266 | ||||||||||||||||
Intangible assets, net | — | 708,125 | 2,944,859 | — | 3,652,984 | ||||||||||||||||
Goodwill | — | 1,669,364 | 479,263 | — | 2,148,627 | ||||||||||||||||
Other assets | — | 158,637 | 1,438 | — | 160,075 | ||||||||||||||||
Investments in subsidiaries | 1,432,594 | 3,560,258 | — | (4,992,852 | ) | — | |||||||||||||||
Total assets | $ | 1,432,594 | $ | 8,652,482 | $ | 3,669,502 | $ | (4,992,852 | ) | $ | 8,761,726 | ||||||||||
LIABILITIES AND MEMBER EQUITY | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | — | $ | 343,783 | $ | 31,302 | $ | — | $ | 375,085 | |||||||||||
Accrued liabilities | — | 375,640 | 76,532 | — | 452,172 | ||||||||||||||||
Current portion of long-term debt | — | 29,426 | — | — | 29,426 | ||||||||||||||||
Total current liabilities | — | 748,849 | 107,834 | — | 856,683 | ||||||||||||||||
Long-term liabilities: | |||||||||||||||||||||
Long-term debt | — | 4,580,521 | — | — | 4,580,521 | ||||||||||||||||
Deferred income taxes | — | 1,540,076 | — | — | 1,540,076 | ||||||||||||||||
Other long-term liabilities | — | 350,442 | 1,410 | — | 351,852 | ||||||||||||||||
Total long-term liabilities | — | 6,471,039 | 1,410 | — | 6,472,449 | ||||||||||||||||
Total member equity | 1,432,594 | 1,432,594 | 3,560,258 | (4,992,852 | ) | 1,432,594 | |||||||||||||||
Total liabilities and member equity | $ | 1,432,594 | $ | 8,652,482 | $ | 3,669,502 | $ | (4,992,852 | ) | $ | 8,761,726 | ||||||||||
1-Feb-14 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 146,214 | $ | 994 | $ | — | $ | 147,208 | |||||||||||
Merchandise inventories | — | 924,593 | 114,550 | — | 1,039,143 | ||||||||||||||||
Other current assets | — | 152,845 | 14,989 | — | 167,834 | ||||||||||||||||
Total current assets | — | 1,223,652 | 130,533 | — | 1,354,185 | ||||||||||||||||
Property and equipment, net | — | 1,241,312 | 116,855 | — | 1,358,167 | ||||||||||||||||
Intangible assets, net | — | 779,759 | 2,972,309 | — | 3,752,068 | ||||||||||||||||
Goodwill | — | 1,669,364 | 479,263 | — | 2,148,627 | ||||||||||||||||
Other assets | — | 145,316 | 38,120 | — | 183,436 | ||||||||||||||||
Investments in subsidiaries | 1,498,948 | 3,624,388 | — | (5,123,336 | ) | — | |||||||||||||||
Total assets | $ | 1,498,948 | $ | 8,683,791 | $ | 3,737,080 | $ | (5,123,336 | ) | $ | 8,796,483 | ||||||||||
LIABILITIES AND MEMBER EQUITY | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | — | $ | 267,228 | $ | 25,101 | $ | — | $ | 292,329 | |||||||||||
Accrued liabilities | — | 380,217 | 86,304 | — | 466,521 | ||||||||||||||||
Current portion of long-term debt | — | 29,500 | — | — | 29,500 | ||||||||||||||||
Total current liabilities | — | 676,945 | 111,405 | — | 788,350 | ||||||||||||||||
Long-term liabilities: | |||||||||||||||||||||
Long-term debt | — | 4,595,053 | — | — | 4,595,053 | ||||||||||||||||
Deferred income taxes | — | 1,599,058 | — | — | 1,599,058 | ||||||||||||||||
Other long-term liabilities | — | 313,787 | 1,287 | — | 315,074 | ||||||||||||||||
Total long-term liabilities | — | 6,507,898 | 1,287 | — | 6,509,185 | ||||||||||||||||
Total member equity | 1,498,948 | 1,498,948 | 3,624,388 | (5,123,336 | ) | 1,498,948 | |||||||||||||||
Total liabilities and member equity | $ | 1,498,948 | $ | 8,683,791 | $ | 3,737,080 | $ | (5,123,336 | ) | $ | 8,796,483 | ||||||||||
Thirteen weeks ended January 31, 2015 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
Revenues | $ | — | $ | 1,255,316 | $ | 266,508 | $ | — | $ | 1,521,824 | |||||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | — | 833,352 | 185,773 | — | 1,019,125 | ||||||||||||||||
Selling, general and administrative expenses (excluding depreciation) | — | 271,753 | 50,908 | — | 322,661 | ||||||||||||||||
Income from credit card program | — | (13,288 | ) | (1,442 | ) | — | (14,730 | ) | |||||||||||||
Depreciation expense | — | 40,321 | 4,691 | — | 45,012 | ||||||||||||||||
Amortization of intangible assets and favorable lease commitments | — | 15,395 | 12,858 | — | 28,253 | ||||||||||||||||
Other expenses | — | 1,054 | 1,654 | — | 2,708 | ||||||||||||||||
Operating earnings | — | 106,729 | 12,066 | — | 118,795 | ||||||||||||||||
Interest expense, net | — | 70,658 | 1,807 | — | 72,465 | ||||||||||||||||
Intercompany royalty charges (income) | — | 43,732 | (43,732 | ) | — | — | |||||||||||||||
Foreign currency loss (gain) | — | — | 6,192 | (6,192 | ) | — | |||||||||||||||
Equity in (earnings) loss of subsidiaries | (27,815 | ) | (47,424 | ) | — | 75,239 | — | ||||||||||||||
Earnings (loss) before income taxes | 27,815 | 39,763 | 47,799 | (69,047 | ) | 46,330 | |||||||||||||||
Income tax expense | — | 18,140 | 375 | — | 18,515 | ||||||||||||||||
Net earnings (loss) | $ | 27,815 | $ | 21,623 | $ | 47,424 | $ | (69,047 | ) | $ | 27,815 | ||||||||||
Total other comprehensive (loss) earnings, net of tax | (7,775 | ) | (1,798 | ) | (1,480 | ) | 3,278 | (7,775 | ) | ||||||||||||
Total comprehensive earnings (loss) | $ | 20,040 | $ | 19,825 | $ | 45,944 | $ | (65,769 | ) | $ | 20,040 | ||||||||||
Thirteen weeks ended February 1, 2014 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
Revenues | $ | — | $ | 1,211,274 | $ | 221,519 | $ | — | $ | 1,432,793 | |||||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | — | 902,129 | 150,795 | — | 1,052,924 | ||||||||||||||||
Selling, general and administrative expenses (excluding depreciation) | — | 265,057 | 39,508 | — | 304,565 | ||||||||||||||||
Income from credit card program | — | (13,892 | ) | (1,337 | ) | — | (15,229 | ) | |||||||||||||
Depreciation expense | — | 32,206 | 4,486 | — | 36,692 | ||||||||||||||||
Amortization of intangible assets and favorable lease commitments | — | 35,817 | 13,725 | — | 49,542 | ||||||||||||||||
Other expenses | — | 63,527 | 2,063 | — | 65,590 | ||||||||||||||||
Operating (loss) earnings | — | (73,570 | ) | 12,279 | — | (61,291 | ) | ||||||||||||||
Interest expense, net | — | 77,859 | — | — | 77,859 | ||||||||||||||||
Intercompany royalty charges (income) | — | 40,992 | (40,992 | ) | — | — | |||||||||||||||
Equity in loss (earnings) of subsidiaries | 84,023 | (53,271 | ) | — | (30,752 | ) | — | ||||||||||||||
(Loss) earnings before income taxes | (84,023 | ) | (139,150 | ) | 53,271 | 30,752 | (139,150 | ) | |||||||||||||
Income tax benefit | — | (55,127 | ) | — | — | (55,127 | ) | ||||||||||||||
Net (loss) earnings | $ | (84,023 | ) | $ | (84,023 | ) | $ | 53,271 | $ | 30,752 | $ | (84,023 | ) | ||||||||
Total other comprehensive (loss) earnings, net of tax | (285 | ) | (285 | ) | — | 285 | (285 | ) | |||||||||||||
Total comprehensive (loss) earnings | $ | (84,308 | ) | $ | (84,308 | ) | $ | 53,271 | $ | 31,037 | $ | (84,308 | ) | ||||||||
Twenty-six weeks ended January 31, 2015 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
Revenues | $ | — | $ | 2,225,730 | $ | 482,586 | $ | — | $ | 2,708,316 | |||||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | — | 1,436,541 | 310,978 | — | 1,747,519 | ||||||||||||||||
Selling, general and administrative expenses (excluding depreciation) | — | 518,420 | 90,557 | — | 608,977 | ||||||||||||||||
Income from credit card program | — | (26,029 | ) | (2,824 | ) | — | (28,853 | ) | |||||||||||||
Depreciation expense | — | 79,720 | 8,800 | — | 88,520 | ||||||||||||||||
Amortization of intangible assets and favorable lease commitments | — | 51,183 | 26,581 | — | 77,764 | ||||||||||||||||
Other expenses | — | 20,855 | 1,654 | — | 22,509 | ||||||||||||||||
Operating earnings | — | 145,040 | 46,840 | — | 191,880 | ||||||||||||||||
Interest expense, net | — | 143,268 | 1,807 | — | 145,075 | ||||||||||||||||
Intercompany royalty charges (income) | — | 79,026 | (79,026 | ) | — | — | |||||||||||||||
Foreign currency loss (gain) | — | — | 6,192 | (6,192 | ) | — | |||||||||||||||
Equity in (earnings) loss of subsidiaries | (28,011 | ) | (117,492 | ) | — | 145,503 | — | ||||||||||||||
Earnings (loss) before income taxes | 28,011 | 40,238 | 117,867 | (139,311 | ) | 46,805 | |||||||||||||||
Income tax expense | — | 18,419 | 375 | — | 18,794 | ||||||||||||||||
Net earnings (loss) | $ | 28,011 | $ | 21,819 | $ | 117,492 | $ | (139,311 | ) | $ | 28,011 | ||||||||||
Total other comprehensive (loss) earnings, net of tax | (10,876 | ) | (4,899 | ) | (1,480 | ) | 6,379 | (10,876 | ) | ||||||||||||
Total comprehensive earnings (loss) | $ | 17,135 | $ | 16,920 | $ | 116,012 | $ | (132,932 | ) | $ | 17,135 | ||||||||||
Thirteen weeks ended November 2, 2013 | |||||||||||||||||||||
(Predecessor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
Revenues | $ | — | $ | 926,436 | $ | 202,702 | $ | — | $ | 1,129,138 | |||||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | — | 568,665 | 116,743 | — | 685,408 | ||||||||||||||||
Selling, general and administrative expenses (excluding depreciation) | — | 229,935 | 36,453 | — | 266,388 | ||||||||||||||||
Income from credit card program | — | (13,271 | ) | (1,382 | ) | — | (14,653 | ) | |||||||||||||
Depreciation expense | — | 31,057 | 3,182 | — | 34,239 | ||||||||||||||||
Amortization of intangible assets and favorable lease commitments | — | 8,773 | 2,947 | — | 11,720 | ||||||||||||||||
Other expenses | — | 112,377 | 1,523 | — | 113,900 | ||||||||||||||||
Operating (loss) earnings | — | (11,100 | ) | 43,236 | — | 32,136 | |||||||||||||||
Interest expense, net | — | 37,315 | — | — | 37,315 | ||||||||||||||||
Intercompany royalty charges (income) | — | 32,907 | (32,907 | ) | — | — | |||||||||||||||
Equity in loss (earnings) of subsidiaries | 13,098 | (76,143 | ) | — | 63,045 | — | |||||||||||||||
(Loss) earnings before income taxes | (13,098 | ) | (5,179 | ) | 76,143 | (63,045 | ) | (5,179 | ) | ||||||||||||
Income tax expense | — | 7,919 | — | — | 7,919 | ||||||||||||||||
Net (loss) earnings | $ | (13,098 | ) | $ | (13,098 | ) | $ | 76,143 | $ | (63,045 | ) | $ | (13,098 | ) | |||||||
Total other comprehensive earnings (loss), net of tax | 1,324 | 1,324 | — | (1,324 | ) | 1,324 | |||||||||||||||
Total comprehensive (loss) earnings | $ | (11,774 | ) | $ | (11,774 | ) | $ | 76,143 | $ | (64,369 | ) | $ | (11,774 | ) | |||||||
Twenty-six weeks ended January 31, 2015 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
CASH FLOWS—OPERATING ACTIVITIES | |||||||||||||||||||||
Net earnings (loss) | $ | 28,011 | $ | 21,819 | $ | 117,492 | $ | (139,311 | ) | $ | 28,011 | ||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | |||||||||||||||||||||
Depreciation and amortization expense | — | 143,177 | 35,381 | — | 178,558 | ||||||||||||||||
Deferred income taxes | — | (42,458 | ) | (1,137 | ) | — | (43,595 | ) | |||||||||||||
Non-cash charges related to acquisitions | — | — | 5,027 | — | 5,027 | ||||||||||||||||
Other | — | 7,354 | 5,957 | (6,192 | ) | 7,119 | |||||||||||||||
Intercompany royalty income payable (receivable) | — | 79,026 | (79,026 | ) | — | — | |||||||||||||||
Equity in (earnings) loss of subsidiaries | (28,011 | ) | (117,492 | ) | — | 145,503 | — | ||||||||||||||
Changes in operating assets and liabilities, net | — | (15,649 | ) | (37,718 | ) | — | (53,367 | ) | |||||||||||||
Net cash provided by operating activities | — | 75,777 | 45,976 | — | 121,753 | ||||||||||||||||
CASH FLOWS—INVESTING ACTIVITIES | |||||||||||||||||||||
Capital expenditures | — | (111,899 | ) | (7,523 | ) | — | (119,422 | ) | |||||||||||||
Acquisition of e-commerce retailer | — | — | (181,727 | ) | — | (181,727 | ) | ||||||||||||||
Net cash used for investing activities | — | (111,899 | ) | (189,250 | ) | — | (301,149 | ) | |||||||||||||
CASH FLOWS—FINANCING ACTIVITIES | |||||||||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | — | 355,000 | — | — | 355,000 | ||||||||||||||||
Repayment of borrowings | — | (244,713 | ) | — | — | (244,713 | ) | ||||||||||||||
Intercompany notes (receivable) payable | — | (150,000 | ) | 150,000 | — | — | |||||||||||||||
Debt issuance costs paid | — | (265 | ) | — | — | (265 | ) | ||||||||||||||
Net cash (used for) provided by financing activities | — | (39,978 | ) | 150,000 | — | 110,022 | |||||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||||||||||
(Decrease) increase during the period | — | (76,100 | ) | 6,726 | — | (69,374 | ) | ||||||||||||||
Beginning balance | — | 195,004 | 1,472 | — | 196,476 | ||||||||||||||||
Ending balance | $ | — | $ | 118,904 | $ | 8,198 | $ | — | $ | 127,102 | |||||||||||
Acquisition and Thirteen weeks ended February 1, 2014 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
CASH FLOWS—OPERATING ACTIVITIES | |||||||||||||||||||||
Net (loss) earnings | $ | (84,023 | ) | $ | (84,023 | ) | $ | 53,271 | $ | 30,752 | $ | (84,023 | ) | ||||||||
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities: | |||||||||||||||||||||
Depreciation and amortization expense | — | 73,168 | 18,211 | — | 91,379 | ||||||||||||||||
Deferred income taxes | — | (60,907 | ) | — | — | (60,907 | ) | ||||||||||||||
Non-cash charges related to the Acquisition | — | 114,420 | — | — | 114,420 | ||||||||||||||||
Other | — | 1,630 | 1,952 | — | 3,582 | ||||||||||||||||
Intercompany royalty income payable (receivable) | — | 40,992 | (40,992 | ) | — | — | |||||||||||||||
Equity in loss (earnings) of subsidiaries | 84,023 | (53,271 | ) | — | (30,752 | ) | — | ||||||||||||||
Changes in operating assets and liabilities, net | — | 81,056 | (25,954 | ) | — | 55,102 | |||||||||||||||
Net cash provided by operating activities | — | 113,065 | 6,488 | — | 119,553 | ||||||||||||||||
CASH FLOWS—INVESTING ACTIVITIES | |||||||||||||||||||||
Capital expenditures | — | (26,965 | ) | (6,573 | ) | — | (33,538 | ) | |||||||||||||
Acquisition of Neiman Marcus Group LTD LLC | — | (3,388,585 | ) | — | — | (3,388,585 | ) | ||||||||||||||
Net cash used for investing activities | — | (3,415,550 | ) | (6,573 | ) | — | (3,422,123 | ) | |||||||||||||
CASH FLOWS—FINANCING ACTIVITIES | |||||||||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | — | 125,000 | — | — | 125,000 | ||||||||||||||||
Borrowings under Senior Secured Term Loan Facility | — | 2,950,000 | — | — | 2,950,000 | ||||||||||||||||
Borrowings under Cash Pay Notes | — | 960,000 | — | — | 960,000 | ||||||||||||||||
Borrowings under PIK Toggle Notes | — | 600,000 | — | — | 600,000 | ||||||||||||||||
Repayment of borrowings | — | (2,710,471 | ) | — | — | (2,710,471 | ) | ||||||||||||||
Debt issuance costs paid | — | (147,375 | ) | — | — | (147,375 | ) | ||||||||||||||
Cash equity contributions | — | 1,556,500 | — | — | 1,556,500 | ||||||||||||||||
Net cash provided by financing activities | — | 3,333,654 | — | — | 3,333,654 | ||||||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||||||||||
Increase (decrease) during the period | — | 31,169 | (85 | ) | — | 31,084 | |||||||||||||||
Beginning balance | — | 115,045 | 1,079 | — | 116,124 | ||||||||||||||||
Ending balance | $ | — | $ | 146,214 | $ | 994 | $ | — | $ | 147,208 | |||||||||||
Thirteen weeks ended November 2, 2013 | |||||||||||||||||||||
(Predecessor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
CASH FLOWS—OPERATING ACTIVITIES | |||||||||||||||||||||
Net (loss) earnings | $ | (13,098 | ) | $ | (13,098 | ) | $ | 76,143 | $ | (63,045 | ) | $ | (13,098 | ) | |||||||
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities: | |||||||||||||||||||||
Depreciation and amortization expense | — | 42,296 | 6,129 | — | 48,425 | ||||||||||||||||
Deferred income taxes | — | (6,326 | ) | — | — | (6,326 | ) | ||||||||||||||
Other | — | 5,068 | 1,457 | — | 6,525 | ||||||||||||||||
Intercompany royalty income payable (receivable) | — | 32,907 | (32,907 | ) | — | — | |||||||||||||||
Equity in loss (earnings) of subsidiaries | 13,098 | (76,143 | ) | — | 63,045 | — | |||||||||||||||
Changes in operating assets and liabilities, net | — | 21,469 | (44,684 | ) | — | (23,215 | ) | ||||||||||||||
Net cash provided by operating activities | — | 6,173 | 6,138 | — | 12,311 | ||||||||||||||||
CASH FLOWS—INVESTING ACTIVITIES | |||||||||||||||||||||
Capital expenditures | — | (30,051 | ) | (5,908 | ) | — | (35,959 | ) | |||||||||||||
Net cash used for investing activities | — | (30,051 | ) | (5,908 | ) | — | (35,959 | ) | |||||||||||||
CASH FLOWS—FINANCING ACTIVITIES | |||||||||||||||||||||
Borrowings under Former Asset-Based Revolving Credit Facility | — | 130,000 | — | — | 130,000 | ||||||||||||||||
Repayment of borrowings | — | (126,904 | ) | — | — | (126,904 | ) | ||||||||||||||
Net cash provided by financing activities | — | 3,096 | — | — | 3,096 | ||||||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||||||||||
(Decrease) increase during the period | — | (20,782 | ) | 230 | — | (20,552 | ) | ||||||||||||||
Beginning balance | — | 135,827 | 849 | — | 136,676 | ||||||||||||||||
Ending balance | $ | — | $ | 115,045 | $ | 1,079 | $ | — | $ | 116,124 | |||||||||||
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 6 Months Ended | |
Jan. 31, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Use of Estimates | Use of Estimates. We are required to make estimates and assumptions about future events in preparing our financial statements in conformity with GAAP. These estimates and assumptions affect the amounts of assets, liabilities, revenues and expenses and the disclosure of gain and loss contingencies at the date of the unaudited Condensed Consolidated Financial Statements. | |
While we believe that our past estimates and assumptions have been materially accurate, the amounts currently estimated are subject to change if different assumptions as to the outcome of future events were made. We evaluate our estimates and judgments on an ongoing basis and predicate those estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. We make adjustments to our assumptions and judgments when facts and circumstances dictate. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates used in preparing the accompanying unaudited Condensed Consolidated Financial Statements. | ||
We believe the following critical accounting policies, among others, encompass the more significant judgments and estimates used in the preparation of our unaudited Condensed Consolidated Financial Statements: | ||
• | allocation of the price paid to acquire the Company and MyTheresa to our assets and liabilities as of the acquisition dates (as more fully described in Notes 2 and 3); | |
• | recognition of revenues; | |
• | valuation of merchandise inventories, including determination of original retail values, recognition of markdowns and vendor allowances, estimation of inventory shrinkage, and determination of cost of goods sold; | |
• | determination of impairment of long-lived assets; | |
• | measurement of liabilities related to our loyalty program; | |
• | recognition of income taxes; and | |
• | measurement of accruals for general liability, workers’ compensation and health insurance claims and pension and postretirement health care benefits. | |
Segments | Segments. We believe that our customers have allocated a higher portion of their luxury spending to online retailing in recent years and that our customers' expectations of a seamless shopping experience across our in-store and online channels have increased, and we expect these trends to continue for the foreseeable future. As a result, we have made investments and redesigned processes to integrate our shopping experience across channels so that it is consistent with our customers' shopping preferences and expectations. In particular, we have invested and continue to invest in technology and systems that further our omni-channel selling capabilities, and in fiscal year 2014, we realigned the management and merchandising responsibilities for our Neiman Marcus brand on an omni-channel basis. With the acceleration of omni-channel retailing and our past and ongoing investments in omni-channel initiatives, we believe the growth in our total comparable revenues and operating results are the best measures of our ongoing performance. As a result, effective August 3, 2014, we began viewing and reporting our specialty retail stores and online operation as a single, omni-channel reporting segment. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (FASB) issued guidance to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes the most current revenue recognition guidance. This guidance is effective for us as of the first quarter of fiscal year 2018 using one of two retrospective application methods. We are currently evaluating the application method and the impact of adopting this new accounting guidance on our Condensed Consolidated Financial Statements. | |
We do not expect that any other recently issued accounting pronouncements will have a material impact on our financial statements. |
The_Acquisition_Tables
The Acquisition (Tables) | 6 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
The Acquisition [Abstract] | ||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The final purchase accounting adjustments, as reflected in our Consolidated Balance Sheet as of August 2, 2014, were as follows (in millions): | |||||||
Consideration payable to former equity holders (including $26.8 million management rollover) | $ | 3,382.70 | ||||||
Capitalized transaction costs | 32.7 | |||||||
Total consideration paid to effect the Acquisition | 3,415.40 | |||||||
Net assets acquired at historical cost | 821.9 | |||||||
Adjustments to state acquired assets at fair value: | ||||||||
1) Increase carrying value of merchandise inventories | $ | 129.6 | ||||||
2) Increase carrying value of property and equipment | 457.7 | |||||||
3) Revalue intangible assets: | ||||||||
Tradenames | 739.3 | |||||||
Other definite-lived intangible assets, primarily customer lists | 492.1 | |||||||
Favorable lease commitments | 799.8 | |||||||
4) Change in carrying values of other assets and liabilities | (67.0 | ) | ||||||
5) Write-off historical deferred lease credits | 102.3 | |||||||
6) Write-off historical debt issuance costs | (31.3 | ) | ||||||
7) Write-off historical goodwill | (1,263.4 | ) | ||||||
8) Settlement of unvested Predecessor stock options (Note 10) | 51.5 | |||||||
9) Tax impact of valuation adjustments and other tax benefits | (965.7 | ) | ||||||
Total adjustments to state acquired assets at fair value | 444.9 | |||||||
Net assets acquired at fair value | 1,266.80 | |||||||
Excess purchase price related to the Acquisition recorded as goodwill | $ | 2,148.60 | ||||||
MyTheresa_Acquisition_Tables
MyTheresa Acquisition (Tables) | 6 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Business Combinations [Abstract] | |||||||||
Schedule of Business Acquisitions, by Acquisition | Such adjustments consisted primarily of establishing acquired intangible assets at estimated fair value and recording the contingent earn-out obligation at its estimated fair value as follows: | ||||||||
Estimated Acquisition Fair Value | |||||||||
(in millions) | January 31, | November 1, | |||||||
2015 | 2014 | ||||||||
Customer lists | $ | 18.9 | $ | — | |||||
Tradenames | 74.8 | — | |||||||
Goodwill | 139.6 | 226.9 | |||||||
Contingent earn-out obligation | 50 | 59.8 | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | ||||||||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||
Schedule of the Company's financial assets that are required to be measured at fair value on a recurring basis | The following table shows the Company’s financial assets that are required to be measured at fair value on a recurring basis in our Condensed Consolidated Balance Sheets: | ||||||||||||||||||||||||||
Fair Value | January 31, | August 2, | February 1, | ||||||||||||||||||||||||
Hierarchy | 2015 | 2014 | 2014 | ||||||||||||||||||||||||
(in thousands) | (Successor) | (Successor) | (Successor) | ||||||||||||||||||||||||
Other long-term assets: | |||||||||||||||||||||||||||
Interest rate caps | Level 2 | $ | 264 | $ | 1,132 | $ | — | ||||||||||||||||||||
Other long-term liabilities: | |||||||||||||||||||||||||||
Contingent earn-out obligation | Level 3 | $ | 49,645 | $ | — | $ | — | ||||||||||||||||||||
Schedule of fair value of long-term debt determined on a non-recurring basis | We determine the fair value of our long-term debt on a non-recurring basis, which results are summarized as follows: | ||||||||||||||||||||||||||
31-Jan-15 | August 2, 2014 | 1-Feb-14 | |||||||||||||||||||||||||
(Successor) | (Successor) | (Successor) | |||||||||||||||||||||||||
(in thousands) | Fair Value | Carrying | Fair | Carrying | Fair | Carrying | Fair | ||||||||||||||||||||
Hierarchy | Value | Value | Value | Value | Value | Value | |||||||||||||||||||||
Long-term debt: | |||||||||||||||||||||||||||
Asset-Based Revolving Credit Facility | Level 2 | $ | 125,000 | $ | 125,000 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
Senior Secured Term Loan Facility | Level 2 | 2,913,199 | 2,827,638 | 2,927,912 | 2,907,797 | 2,942,625 | 2,983,086 | ||||||||||||||||||||
Cash Pay Notes | Level 2 | 960,000 | 993,600 | 960,000 | 994,800 | 960,000 | 1,005,600 | ||||||||||||||||||||
PIK Toggle Notes | Level 2 | 600,000 | 627,000 | 600,000 | 633,000 | 600,000 | 630,000 | ||||||||||||||||||||
2028 Debentures | Level 2 | 122,142 | 129,375 | 122,035 | 127,500 | 121,928 | 123,750 | ||||||||||||||||||||
Intangible_Assets_Net_and_Good1
Intangible Assets, Net and Goodwill (Tables) | 6 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Schedule of intangible assets, net and goodwill | |||||||||||||
January 31, | August 2, | February 1, | |||||||||||
2015 | 2014 | 2014 | |||||||||||
(in thousands) | (Successor) | (Successor) | (Successor) | ||||||||||
Favorable lease commitments, net | $ | 1,067,732 | $ | 1,094,767 | $ | 1,121,816 | |||||||
Other definite-lived intangible assets, net | 554,952 | 587,519 | 659,554 | ||||||||||
Tradenames | 2,042,463 | 1,970,698 | 1,970,698 | ||||||||||
Intangible assets, net | $ | 3,665,147 | $ | 3,652,984 | $ | 3,752,068 | |||||||
Goodwill | $ | 2,282,598 | $ | 2,148,627 | $ | 2,148,627 | |||||||
Schedule of estimated amortization of all intangible assets recorded in connection with the Acquisition | Total amortization of all intangible assets recorded in connection with acquisitions for the current and next five fiscal years is currently estimated as follows (in thousands): | ||||||||||||
February 1, 2015 through August 1, 2015 | $ | 59,245 | |||||||||||
2016 | 111,533 | ||||||||||||
2017 | 105,115 | ||||||||||||
2018 | 98,990 | ||||||||||||
2019 | 95,681 | ||||||||||||
2020 | 89,037 | ||||||||||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 6 Months Ended | |||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||
Schedule of significant components of long-term debt | The significant components of our long-term debt are as follows: | |||||||||||||||||||||
Interest | January 31, | August 2, | February 1, | |||||||||||||||||||
Rate | 2015 | 2014 | 2014 | |||||||||||||||||||
(in thousands) | (Successor) | (Successor) | (Successor) | |||||||||||||||||||
Asset-Based Revolving Credit Facility | variable | $ | 125,000 | $ | — | $ | — | |||||||||||||||
Senior Secured Term Loan Facility | variable | 2,913,199 | 2,927,912 | 2,942,625 | ||||||||||||||||||
Cash Pay Notes | 8.00% | 960,000 | 960,000 | 960,000 | ||||||||||||||||||
PIK Toggle Notes | 8.75%/9.50% | 600,000 | 600,000 | 600,000 | ||||||||||||||||||
2028 Debentures | 7.12% | 122,142 | 122,035 | 121,928 | ||||||||||||||||||
Total debt | 4,720,341 | 4,609,947 | 4,624,553 | |||||||||||||||||||
Less: current portion of Senior Secured Term Loan Facility | (29,426 | ) | (29,426 | ) | (29,500 | ) | ||||||||||||||||
Long-term debt | $ | 4,690,915 | $ | 4,580,521 | $ | 4,595,053 | ||||||||||||||||
Schedule of annual maturities of long-term debt outstanding during the current and next five fiscal years and thereafter | Annual maturities of long-term debt outstanding at January 31, 2015 during the current and next five fiscal years and thereafter are as follows (in millions): | |||||||||||||||||||||
February 1, 2015 through August 1, 2015 | $ | 14.7 | ||||||||||||||||||||
2016 | 29.4 | |||||||||||||||||||||
2017 | 29.4 | |||||||||||||||||||||
2018 | 29.4 | |||||||||||||||||||||
2019 | 154.4 | |||||||||||||||||||||
2020 | 29.4 | |||||||||||||||||||||
Thereafter | 4,433.60 | |||||||||||||||||||||
Schedule of significant components of interest expense | The significant components of interest expense are as follows: | |||||||||||||||||||||
Quarter-to-date | Year-to-date | |||||||||||||||||||||
Thirteen | Thirteen | Twenty-six | Thirteen weeks ended | Thirteen | ||||||||||||||||||
weeks ended | weeks ended | weeks ended | weeks ended | |||||||||||||||||||
January 31, | February 1, | January 31, | February 1, | November 2, | ||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2013 | ||||||||||||||||||
(in thousands) | (Successor) | (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||||||
Asset-Based Revolving Credit Facility | $ | 485 | $ | 258 | $ | 715 | $ | 258 | $ | 75 | ||||||||||||
Senior Secured Term Loan Facility | 31,405 | 37,283 | 62,984 | 37,283 | 3,687 | |||||||||||||||||
Cash Pay Notes | 19,200 | 19,414 | 38,400 | 19,414 | 2,773 | |||||||||||||||||
PIK Toggle Notes | 13,125 | 13,271 | 26,250 | 13,271 | 1,896 | |||||||||||||||||
2028 Debentures | 2,226 | 2,227 | 4,453 | 2,227 | 2,226 | |||||||||||||||||
Former Asset-Based Revolving Credit Facility | — | — | — | — | 477 | |||||||||||||||||
Former Senior Secured Term Loan Facility | — | — | — | — | 22,521 | |||||||||||||||||
Amortization of debt issue costs | 6,143 | 5,145 | 12,274 | 5,145 | 2,466 | |||||||||||||||||
Other, net | 624 | 524 | 1,177 | 524 | 1,334 | |||||||||||||||||
Capitalized interest | (743 | ) | (263 | ) | (1,178 | ) | (263 | ) | (140 | ) | ||||||||||||
Interest expense, net | $ | 72,465 | $ | 77,859 | $ | 145,075 | $ | 77,859 | $ | 37,315 | ||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 6 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||
Schedule of effective income tax rate | Our effective income tax expense rates for the following periods are as follows: | ||||||||||||||||
Quarter-to-date | Year-to-date | ||||||||||||||||
Thirteen | Thirteen | Twenty-six | Thirteen weeks ended | Thirteen | |||||||||||||
weeks ended | weeks ended | weeks ended | weeks ended | ||||||||||||||
January 31, | February 1, | January 31, | February 1, | November 2, | |||||||||||||
2015 | 2014 | 2015 | 2014 | 2013 | |||||||||||||
(Successor) | (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||
Effective income tax rate | 40 | % | 39.6 | % | 40.2 | % | 39.6 | % | 152.9 | % |
Employee_Benefit_Plans_Tables
Employee Benefit Plans (Tables) | 6 Months Ended | |||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||||||||
Schedule of obligations for employee benefit plans included in other long-term liabilities | Obligations for our employee benefit plans, included in other long-term liabilities, are as follows: | |||||||||||||||||||||
January 31, | August 2, | February 1, | ||||||||||||||||||||
2015 | 2014 | 2014 | ||||||||||||||||||||
(in thousands) | (Successor) | (Successor) | (Successor) | |||||||||||||||||||
Pension Plan | $ | 197,210 | $ | 189,890 | $ | 162,705 | ||||||||||||||||
SERP Plan | 109,789 | 113,787 | 108,380 | |||||||||||||||||||
Postretirement Plan | 10,861 | 10,945 | 14,721 | |||||||||||||||||||
317,860 | 314,622 | 285,806 | ||||||||||||||||||||
Less: current portion | (5,814 | ) | (6,602 | ) | (5,754 | ) | ||||||||||||||||
Long-term portion of benefit obligations | $ | 312,046 | $ | 308,020 | $ | 280,052 | ||||||||||||||||
Schedule of components of the expenses incurred | The components of the expenses we incurred under our Pension Plan, SERP Plan and Postretirement Plan are as follows: | |||||||||||||||||||||
Quarter-to-date | Year-to-date | |||||||||||||||||||||
Thirteen | Thirteen | Twenty-six | Thirteen weeks ended | Thirteen | ||||||||||||||||||
weeks ended | weeks ended | weeks ended | weeks ended | |||||||||||||||||||
January 31, | February 1, | January 31, | February 1, | November 2, | ||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2013 | ||||||||||||||||||
(in thousands) | (Successor) | (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||||||
Pension Plan: | ||||||||||||||||||||||
Interest cost | $ | 6,382 | $ | 5,781 | $ | 12,764 | $ | 5,781 | $ | 5,781 | ||||||||||||
Expected return on plan assets | (6,234 | ) | (6,166 | ) | (12,468 | ) | (6,166 | ) | (6,401 | ) | ||||||||||||
Net amortization of losses | — | — | — | — | 1,095 | |||||||||||||||||
Pension Plan expense (income) | $ | 148 | $ | (385 | ) | $ | 296 | $ | (385 | ) | $ | 475 | ||||||||||
SERP Plan: | ||||||||||||||||||||||
Interest cost | $ | 1,126 | $ | 1,104 | $ | 2,252 | $ | 1,104 | $ | 1,104 | ||||||||||||
SERP Plan expense | $ | 1,126 | $ | 1,104 | $ | 2,252 | $ | 1,104 | $ | 1,104 | ||||||||||||
Postretirement Plan: | ||||||||||||||||||||||
Service cost | $ | 3 | $ | 5 | $ | 6 | $ | 5 | $ | 5 | ||||||||||||
Interest cost | 113 | 142 | 226 | 142 | 142 | |||||||||||||||||
Net amortization of prior service cost | — | — | — | — | (321 | ) | ||||||||||||||||
Net amortization of (gains) losses | (93 | ) | — | (186 | ) | — | 35 | |||||||||||||||
Postretirement Plan expense (income) | $ | 23 | $ | 147 | $ | 46 | $ | 147 | $ | (139 | ) | |||||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 6 Months Ended | |||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||
Summary of stock option activity | The following table sets forth certain summary information with respect to our stock options for the periods indicated. | |||||||||||||||||||||
Quarter-to-date | Year-to-date | |||||||||||||||||||||
Thirteen | Thirteen | Twenty-six | Thirteen | Thirteen | ||||||||||||||||||
weeks ended | weeks ended | weeks ended | weeks ended | weeks ended | ||||||||||||||||||
January 31, | February 1, | January 31, | February 1, | November 2, | ||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2013 | ||||||||||||||||||
(in thousands, except number of options and per option price) | (Successor) | (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||||||
Stock compensation expense | $ | 2,135 | $ | 2,376 | $ | 4,270 | $ | 2,376 | $ | 2,548 | ||||||||||||
Stock option grants: | ||||||||||||||||||||||
Number of options granted | — | 145,984 | 6,003 | 145,984 | — | |||||||||||||||||
Weighted average grant date fair value | $ | — | $ | 407 | $ | 325 | $ | 407 | $ | — | ||||||||||||
Stock option exercises: | ||||||||||||||||||||||
Number of options exercised | 118 | — | 118 | — | 65 | |||||||||||||||||
Weighted average exercise price | $ | 577 | $ | — | $ | 577 | $ | — | $ | 1,557 | ||||||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |||||||||||||||||
Summary of the changes in accumulated other comprehensive loss by component | The following table summarizes the changes in accumulated other comprehensive loss by component (amounts are recorded net of related income taxes): | ||||||||||||||||
(in thousands) | Foreign Currency Translation Adjustments | Unrealized | Unfunded | Total | |||||||||||||
Losses on | Benefit | ||||||||||||||||
Financial | Obligations | ||||||||||||||||
Instruments | |||||||||||||||||
Successor: | |||||||||||||||||
Balance, August 2, 2014 | $ | — | $ | (954 | ) | $ | (16,475 | ) | $ | (17,429 | ) | ||||||
Other comprehensive loss | — | (1,191 | ) | (1,910 | ) | (3,101 | ) | ||||||||||
Balance, November 1, 2014 | $ | — | $ | (2,145 | ) | $ | (18,385 | ) | $ | (20,530 | ) | ||||||
Other comprehensive loss | (5,977 | ) | (1,741 | ) | (57 | ) | (7,775 | ) | |||||||||
Balance, January 31, 2015 | $ | (5,977 | ) | $ | (3,886 | ) | $ | (18,442 | ) | $ | (28,305 | ) |
Other_Expenses_Tables
Other Expenses (Tables) | 6 Months Ended | |||||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||||
Other Expenses [Abstract] | ||||||||||||||||||||||
Schedule of other expenses | Other expenses consists of the following components: | |||||||||||||||||||||
Quarter-to-date | Year-to-date | |||||||||||||||||||||
Thirteen | Thirteen | Twenty-six | Thirteen weeks ended | Thirteen | ||||||||||||||||||
weeks ended | weeks ended | weeks ended | weeks ended | |||||||||||||||||||
January 31, | February 1, | January 31, | February 1, | November 2, | ||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2013 | ||||||||||||||||||
(in thousands) | (Successor) | (Successor) | (Successor) | (Successor) | (Predecessor) | |||||||||||||||||
Costs incurred in connection with the Acquisition: | ||||||||||||||||||||||
Change-in-control cash payments due to Former Sponsors and management | $ | — | $ | — | $ | — | $ | — | $ | 80,457 | ||||||||||||
Stock-based compensation for accelerated vesting of Predecessor stock options (including non-cash charges of $15.4 million) | — | 51,510 | — | 51,510 | — | |||||||||||||||||
Other, primarily professional fees | — | 1,732 | — | 1,732 | 28,942 | |||||||||||||||||
Total transaction costs | — | 53,242 | — | 53,242 | 109,399 | |||||||||||||||||
MyTheresa acquisition costs | 448 | — | 11,438 | — | — | |||||||||||||||||
Costs related to the Cyber-Attack, net of insurance recovery | (1,501 | ) | 4,088 | 2,800 | 4,088 | — | ||||||||||||||||
Equity in loss of foreign e-commerce retailer | — | 2,063 | — | 2,063 | 1,523 | |||||||||||||||||
Management fee due to Former Sponsors | — | — | — | — | 2,823 | |||||||||||||||||
Accretion of contingent earn-out obligation | 1,654 | — | 1,654 | — | — | |||||||||||||||||
Other non-recurring expenses | 2,107 | 6,197 | 6,617 | 6,197 | 155 | |||||||||||||||||
Other expenses | $ | 2,708 | $ | 65,590 | $ | 22,509 | $ | 65,590 | $ | 113,900 | ||||||||||||
Condensed_Consolidating_Financ1
Condensed Consolidating Financial Information (Tables) | 6 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||
Schedule of condensed balance sheets | |||||||||||||||||||||
31-Jan-15 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 118,904 | $ | 8,198 | $ | — | $ | 127,102 | |||||||||||
Merchandise inventories | — | 939,788 | 171,892 | — | 1,111,680 | ||||||||||||||||
Other current assets | — | 138,450 | 14,340 | (13 | ) | 152,777 | |||||||||||||||
Total current assets | — | 1,197,142 | 194,430 | (13 | ) | 1,391,559 | |||||||||||||||
Property and equipment, net | — | 1,309,780 | 115,397 | — | 1,425,177 | ||||||||||||||||
Intangible assets, net | — | 656,942 | 3,008,205 | — | 3,665,147 | ||||||||||||||||
Goodwill | — | 1,669,364 | 613,234 | — | 2,282,598 | ||||||||||||||||
Other assets | — | 145,151 | 1,396 | — | 146,547 | ||||||||||||||||
Intercompany notes receivable | — | 150,000 | — | (150,000 | ) | — | |||||||||||||||
Investments in subsidiaries | 1,449,729 | 3,568,741 | — | (5,018,470 | ) | — | |||||||||||||||
Total assets | $ | 1,449,729 | $ | 8,697,120 | $ | 3,932,662 | $ | (5,168,483 | ) | $ | 8,911,028 | ||||||||||
LIABILITIES AND MEMBER EQUITY | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | — | $ | 267,576 | $ | 39,604 | $ | — | $ | 307,180 | |||||||||||
Accrued liabilities | — | 391,485 | 98,861 | (13 | ) | 490,333 | |||||||||||||||
Current portion of long-term debt | — | 29,426 | — | — | 29,426 | ||||||||||||||||
Total current liabilities | — | 688,487 | 138,465 | (13 | ) | 826,939 | |||||||||||||||
Long-term liabilities: | |||||||||||||||||||||
Long-term debt | — | 4,690,915 | — | — | 4,690,915 | ||||||||||||||||
Intercompany notes payable | — | — | 150,000 | (150,000 | ) | — | |||||||||||||||
Deferred income taxes | — | 1,494,953 | 24,404 | — | 1,519,357 | ||||||||||||||||
Other long-term liabilities | — | 373,036 | 51,052 | — | 424,088 | ||||||||||||||||
Total long-term liabilities | — | 6,558,904 | 225,456 | (150,000 | ) | 6,634,360 | |||||||||||||||
Total member equity | 1,449,729 | 1,449,729 | 3,568,741 | (5,018,470 | ) | 1,449,729 | |||||||||||||||
Total liabilities and member equity | $ | 1,449,729 | $ | 8,697,120 | $ | 3,932,662 | $ | (5,168,483 | ) | $ | 8,911,028 | ||||||||||
August 2, 2014 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 195,004 | $ | 1,472 | $ | — | $ | 196,476 | |||||||||||
Merchandise inventories | — | 953,936 | 115,696 | — | 1,069,632 | ||||||||||||||||
Other current assets | — | 131,894 | 11,772 | — | 143,666 | ||||||||||||||||
Total current assets | — | 1,280,834 | 128,940 | — | 1,409,774 | ||||||||||||||||
Property and equipment, net | — | 1,275,264 | 115,002 | — | 1,390,266 | ||||||||||||||||
Intangible assets, net | — | 708,125 | 2,944,859 | — | 3,652,984 | ||||||||||||||||
Goodwill | — | 1,669,364 | 479,263 | — | 2,148,627 | ||||||||||||||||
Other assets | — | 158,637 | 1,438 | — | 160,075 | ||||||||||||||||
Investments in subsidiaries | 1,432,594 | 3,560,258 | — | (4,992,852 | ) | — | |||||||||||||||
Total assets | $ | 1,432,594 | $ | 8,652,482 | $ | 3,669,502 | $ | (4,992,852 | ) | $ | 8,761,726 | ||||||||||
LIABILITIES AND MEMBER EQUITY | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | — | $ | 343,783 | $ | 31,302 | $ | — | $ | 375,085 | |||||||||||
Accrued liabilities | — | 375,640 | 76,532 | — | 452,172 | ||||||||||||||||
Current portion of long-term debt | — | 29,426 | — | — | 29,426 | ||||||||||||||||
Total current liabilities | — | 748,849 | 107,834 | — | 856,683 | ||||||||||||||||
Long-term liabilities: | |||||||||||||||||||||
Long-term debt | — | 4,580,521 | — | — | 4,580,521 | ||||||||||||||||
Deferred income taxes | — | 1,540,076 | — | — | 1,540,076 | ||||||||||||||||
Other long-term liabilities | — | 350,442 | 1,410 | — | 351,852 | ||||||||||||||||
Total long-term liabilities | — | 6,471,039 | 1,410 | — | 6,472,449 | ||||||||||||||||
Total member equity | 1,432,594 | 1,432,594 | 3,560,258 | (4,992,852 | ) | 1,432,594 | |||||||||||||||
Total liabilities and member equity | $ | 1,432,594 | $ | 8,652,482 | $ | 3,669,502 | $ | (4,992,852 | ) | $ | 8,761,726 | ||||||||||
1-Feb-14 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 146,214 | $ | 994 | $ | — | $ | 147,208 | |||||||||||
Merchandise inventories | — | 924,593 | 114,550 | — | 1,039,143 | ||||||||||||||||
Other current assets | — | 152,845 | 14,989 | — | 167,834 | ||||||||||||||||
Total current assets | — | 1,223,652 | 130,533 | — | 1,354,185 | ||||||||||||||||
Property and equipment, net | — | 1,241,312 | 116,855 | — | 1,358,167 | ||||||||||||||||
Intangible assets, net | — | 779,759 | 2,972,309 | — | 3,752,068 | ||||||||||||||||
Goodwill | — | 1,669,364 | 479,263 | — | 2,148,627 | ||||||||||||||||
Other assets | — | 145,316 | 38,120 | — | 183,436 | ||||||||||||||||
Investments in subsidiaries | 1,498,948 | 3,624,388 | — | (5,123,336 | ) | — | |||||||||||||||
Total assets | $ | 1,498,948 | $ | 8,683,791 | $ | 3,737,080 | $ | (5,123,336 | ) | $ | 8,796,483 | ||||||||||
LIABILITIES AND MEMBER EQUITY | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | — | $ | 267,228 | $ | 25,101 | $ | — | $ | 292,329 | |||||||||||
Accrued liabilities | — | 380,217 | 86,304 | — | 466,521 | ||||||||||||||||
Current portion of long-term debt | — | 29,500 | — | — | 29,500 | ||||||||||||||||
Total current liabilities | — | 676,945 | 111,405 | — | 788,350 | ||||||||||||||||
Long-term liabilities: | |||||||||||||||||||||
Long-term debt | — | 4,595,053 | — | — | 4,595,053 | ||||||||||||||||
Deferred income taxes | — | 1,599,058 | — | — | 1,599,058 | ||||||||||||||||
Other long-term liabilities | — | 313,787 | 1,287 | — | 315,074 | ||||||||||||||||
Total long-term liabilities | — | 6,507,898 | 1,287 | — | 6,509,185 | ||||||||||||||||
Total member equity | 1,498,948 | 1,498,948 | 3,624,388 | (5,123,336 | ) | 1,498,948 | |||||||||||||||
Total liabilities and member equity | $ | 1,498,948 | $ | 8,683,791 | $ | 3,737,080 | $ | (5,123,336 | ) | $ | 8,796,483 | ||||||||||
Schedule of condensed statements of operations | |||||||||||||||||||||
Thirteen weeks ended January 31, 2015 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
Revenues | $ | — | $ | 1,255,316 | $ | 266,508 | $ | — | $ | 1,521,824 | |||||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | — | 833,352 | 185,773 | — | 1,019,125 | ||||||||||||||||
Selling, general and administrative expenses (excluding depreciation) | — | 271,753 | 50,908 | — | 322,661 | ||||||||||||||||
Income from credit card program | — | (13,288 | ) | (1,442 | ) | — | (14,730 | ) | |||||||||||||
Depreciation expense | — | 40,321 | 4,691 | — | 45,012 | ||||||||||||||||
Amortization of intangible assets and favorable lease commitments | — | 15,395 | 12,858 | — | 28,253 | ||||||||||||||||
Other expenses | — | 1,054 | 1,654 | — | 2,708 | ||||||||||||||||
Operating earnings | — | 106,729 | 12,066 | — | 118,795 | ||||||||||||||||
Interest expense, net | — | 70,658 | 1,807 | — | 72,465 | ||||||||||||||||
Intercompany royalty charges (income) | — | 43,732 | (43,732 | ) | — | — | |||||||||||||||
Foreign currency loss (gain) | — | — | 6,192 | (6,192 | ) | — | |||||||||||||||
Equity in (earnings) loss of subsidiaries | (27,815 | ) | (47,424 | ) | — | 75,239 | — | ||||||||||||||
Earnings (loss) before income taxes | 27,815 | 39,763 | 47,799 | (69,047 | ) | 46,330 | |||||||||||||||
Income tax expense | — | 18,140 | 375 | — | 18,515 | ||||||||||||||||
Net earnings (loss) | $ | 27,815 | $ | 21,623 | $ | 47,424 | $ | (69,047 | ) | $ | 27,815 | ||||||||||
Total other comprehensive (loss) earnings, net of tax | (7,775 | ) | (1,798 | ) | (1,480 | ) | 3,278 | (7,775 | ) | ||||||||||||
Total comprehensive earnings (loss) | $ | 20,040 | $ | 19,825 | $ | 45,944 | $ | (65,769 | ) | $ | 20,040 | ||||||||||
Thirteen weeks ended February 1, 2014 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
Revenues | $ | — | $ | 1,211,274 | $ | 221,519 | $ | — | $ | 1,432,793 | |||||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | — | 902,129 | 150,795 | — | 1,052,924 | ||||||||||||||||
Selling, general and administrative expenses (excluding depreciation) | — | 265,057 | 39,508 | — | 304,565 | ||||||||||||||||
Income from credit card program | — | (13,892 | ) | (1,337 | ) | — | (15,229 | ) | |||||||||||||
Depreciation expense | — | 32,206 | 4,486 | — | 36,692 | ||||||||||||||||
Amortization of intangible assets and favorable lease commitments | — | 35,817 | 13,725 | — | 49,542 | ||||||||||||||||
Other expenses | — | 63,527 | 2,063 | — | 65,590 | ||||||||||||||||
Operating (loss) earnings | — | (73,570 | ) | 12,279 | — | (61,291 | ) | ||||||||||||||
Interest expense, net | — | 77,859 | — | — | 77,859 | ||||||||||||||||
Intercompany royalty charges (income) | — | 40,992 | (40,992 | ) | — | — | |||||||||||||||
Equity in loss (earnings) of subsidiaries | 84,023 | (53,271 | ) | — | (30,752 | ) | — | ||||||||||||||
(Loss) earnings before income taxes | (84,023 | ) | (139,150 | ) | 53,271 | 30,752 | (139,150 | ) | |||||||||||||
Income tax benefit | — | (55,127 | ) | — | — | (55,127 | ) | ||||||||||||||
Net (loss) earnings | $ | (84,023 | ) | $ | (84,023 | ) | $ | 53,271 | $ | 30,752 | $ | (84,023 | ) | ||||||||
Total other comprehensive (loss) earnings, net of tax | (285 | ) | (285 | ) | — | 285 | (285 | ) | |||||||||||||
Total comprehensive (loss) earnings | $ | (84,308 | ) | $ | (84,308 | ) | $ | 53,271 | $ | 31,037 | $ | (84,308 | ) | ||||||||
Twenty-six weeks ended January 31, 2015 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
Revenues | $ | — | $ | 2,225,730 | $ | 482,586 | $ | — | $ | 2,708,316 | |||||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | — | 1,436,541 | 310,978 | — | 1,747,519 | ||||||||||||||||
Selling, general and administrative expenses (excluding depreciation) | — | 518,420 | 90,557 | — | 608,977 | ||||||||||||||||
Income from credit card program | — | (26,029 | ) | (2,824 | ) | — | (28,853 | ) | |||||||||||||
Depreciation expense | — | 79,720 | 8,800 | — | 88,520 | ||||||||||||||||
Amortization of intangible assets and favorable lease commitments | — | 51,183 | 26,581 | — | 77,764 | ||||||||||||||||
Other expenses | — | 20,855 | 1,654 | — | 22,509 | ||||||||||||||||
Operating earnings | — | 145,040 | 46,840 | — | 191,880 | ||||||||||||||||
Interest expense, net | — | 143,268 | 1,807 | — | 145,075 | ||||||||||||||||
Intercompany royalty charges (income) | — | 79,026 | (79,026 | ) | — | — | |||||||||||||||
Foreign currency loss (gain) | — | — | 6,192 | (6,192 | ) | — | |||||||||||||||
Equity in (earnings) loss of subsidiaries | (28,011 | ) | (117,492 | ) | — | 145,503 | — | ||||||||||||||
Earnings (loss) before income taxes | 28,011 | 40,238 | 117,867 | (139,311 | ) | 46,805 | |||||||||||||||
Income tax expense | — | 18,419 | 375 | — | 18,794 | ||||||||||||||||
Net earnings (loss) | $ | 28,011 | $ | 21,819 | $ | 117,492 | $ | (139,311 | ) | $ | 28,011 | ||||||||||
Total other comprehensive (loss) earnings, net of tax | (10,876 | ) | (4,899 | ) | (1,480 | ) | 6,379 | (10,876 | ) | ||||||||||||
Total comprehensive earnings (loss) | $ | 17,135 | $ | 16,920 | $ | 116,012 | $ | (132,932 | ) | $ | 17,135 | ||||||||||
Thirteen weeks ended November 2, 2013 | |||||||||||||||||||||
(Predecessor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
Revenues | $ | — | $ | 926,436 | $ | 202,702 | $ | — | $ | 1,129,138 | |||||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | — | 568,665 | 116,743 | — | 685,408 | ||||||||||||||||
Selling, general and administrative expenses (excluding depreciation) | — | 229,935 | 36,453 | — | 266,388 | ||||||||||||||||
Income from credit card program | — | (13,271 | ) | (1,382 | ) | — | (14,653 | ) | |||||||||||||
Depreciation expense | — | 31,057 | 3,182 | — | 34,239 | ||||||||||||||||
Amortization of intangible assets and favorable lease commitments | — | 8,773 | 2,947 | — | 11,720 | ||||||||||||||||
Other expenses | — | 112,377 | 1,523 | — | 113,900 | ||||||||||||||||
Operating (loss) earnings | — | (11,100 | ) | 43,236 | — | 32,136 | |||||||||||||||
Interest expense, net | — | 37,315 | — | — | 37,315 | ||||||||||||||||
Intercompany royalty charges (income) | — | 32,907 | (32,907 | ) | — | — | |||||||||||||||
Equity in loss (earnings) of subsidiaries | 13,098 | (76,143 | ) | — | 63,045 | — | |||||||||||||||
(Loss) earnings before income taxes | (13,098 | ) | (5,179 | ) | 76,143 | (63,045 | ) | (5,179 | ) | ||||||||||||
Income tax expense | — | 7,919 | — | — | 7,919 | ||||||||||||||||
Net (loss) earnings | $ | (13,098 | ) | $ | (13,098 | ) | $ | 76,143 | $ | (63,045 | ) | $ | (13,098 | ) | |||||||
Total other comprehensive earnings (loss), net of tax | 1,324 | 1,324 | — | (1,324 | ) | 1,324 | |||||||||||||||
Total comprehensive (loss) earnings | $ | (11,774 | ) | $ | (11,774 | ) | $ | 76,143 | $ | (64,369 | ) | $ | (11,774 | ) | |||||||
Schedule of condensed statements of cash flows | |||||||||||||||||||||
Twenty-six weeks ended January 31, 2015 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
CASH FLOWS—OPERATING ACTIVITIES | |||||||||||||||||||||
Net earnings (loss) | $ | 28,011 | $ | 21,819 | $ | 117,492 | $ | (139,311 | ) | $ | 28,011 | ||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | |||||||||||||||||||||
Depreciation and amortization expense | — | 143,177 | 35,381 | — | 178,558 | ||||||||||||||||
Deferred income taxes | — | (42,458 | ) | (1,137 | ) | — | (43,595 | ) | |||||||||||||
Non-cash charges related to acquisitions | — | — | 5,027 | — | 5,027 | ||||||||||||||||
Other | — | 7,354 | 5,957 | (6,192 | ) | 7,119 | |||||||||||||||
Intercompany royalty income payable (receivable) | — | 79,026 | (79,026 | ) | — | — | |||||||||||||||
Equity in (earnings) loss of subsidiaries | (28,011 | ) | (117,492 | ) | — | 145,503 | — | ||||||||||||||
Changes in operating assets and liabilities, net | — | (15,649 | ) | (37,718 | ) | — | (53,367 | ) | |||||||||||||
Net cash provided by operating activities | — | 75,777 | 45,976 | — | 121,753 | ||||||||||||||||
CASH FLOWS—INVESTING ACTIVITIES | |||||||||||||||||||||
Capital expenditures | — | (111,899 | ) | (7,523 | ) | — | (119,422 | ) | |||||||||||||
Acquisition of e-commerce retailer | — | — | (181,727 | ) | — | (181,727 | ) | ||||||||||||||
Net cash used for investing activities | — | (111,899 | ) | (189,250 | ) | — | (301,149 | ) | |||||||||||||
CASH FLOWS—FINANCING ACTIVITIES | |||||||||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | — | 355,000 | — | — | 355,000 | ||||||||||||||||
Repayment of borrowings | — | (244,713 | ) | — | — | (244,713 | ) | ||||||||||||||
Intercompany notes (receivable) payable | — | (150,000 | ) | 150,000 | — | — | |||||||||||||||
Debt issuance costs paid | — | (265 | ) | — | — | (265 | ) | ||||||||||||||
Net cash (used for) provided by financing activities | — | (39,978 | ) | 150,000 | — | 110,022 | |||||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||||||||||
(Decrease) increase during the period | — | (76,100 | ) | 6,726 | — | (69,374 | ) | ||||||||||||||
Beginning balance | — | 195,004 | 1,472 | — | 196,476 | ||||||||||||||||
Ending balance | $ | — | $ | 118,904 | $ | 8,198 | $ | — | $ | 127,102 | |||||||||||
Acquisition and Thirteen weeks ended February 1, 2014 | |||||||||||||||||||||
(Successor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
CASH FLOWS—OPERATING ACTIVITIES | |||||||||||||||||||||
Net (loss) earnings | $ | (84,023 | ) | $ | (84,023 | ) | $ | 53,271 | $ | 30,752 | $ | (84,023 | ) | ||||||||
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities: | |||||||||||||||||||||
Depreciation and amortization expense | — | 73,168 | 18,211 | — | 91,379 | ||||||||||||||||
Deferred income taxes | — | (60,907 | ) | — | — | (60,907 | ) | ||||||||||||||
Non-cash charges related to the Acquisition | — | 114,420 | — | — | 114,420 | ||||||||||||||||
Other | — | 1,630 | 1,952 | — | 3,582 | ||||||||||||||||
Intercompany royalty income payable (receivable) | — | 40,992 | (40,992 | ) | — | — | |||||||||||||||
Equity in loss (earnings) of subsidiaries | 84,023 | (53,271 | ) | — | (30,752 | ) | — | ||||||||||||||
Changes in operating assets and liabilities, net | — | 81,056 | (25,954 | ) | — | 55,102 | |||||||||||||||
Net cash provided by operating activities | — | 113,065 | 6,488 | — | 119,553 | ||||||||||||||||
CASH FLOWS—INVESTING ACTIVITIES | |||||||||||||||||||||
Capital expenditures | — | (26,965 | ) | (6,573 | ) | — | (33,538 | ) | |||||||||||||
Acquisition of Neiman Marcus Group LTD LLC | — | (3,388,585 | ) | — | — | (3,388,585 | ) | ||||||||||||||
Net cash used for investing activities | — | (3,415,550 | ) | (6,573 | ) | — | (3,422,123 | ) | |||||||||||||
CASH FLOWS—FINANCING ACTIVITIES | |||||||||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | — | 125,000 | — | — | 125,000 | ||||||||||||||||
Borrowings under Senior Secured Term Loan Facility | — | 2,950,000 | — | — | 2,950,000 | ||||||||||||||||
Borrowings under Cash Pay Notes | — | 960,000 | — | — | 960,000 | ||||||||||||||||
Borrowings under PIK Toggle Notes | — | 600,000 | — | — | 600,000 | ||||||||||||||||
Repayment of borrowings | — | (2,710,471 | ) | — | — | (2,710,471 | ) | ||||||||||||||
Debt issuance costs paid | — | (147,375 | ) | — | — | (147,375 | ) | ||||||||||||||
Cash equity contributions | — | 1,556,500 | — | — | 1,556,500 | ||||||||||||||||
Net cash provided by financing activities | — | 3,333,654 | — | — | 3,333,654 | ||||||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||||||||||
Increase (decrease) during the period | — | 31,169 | (85 | ) | — | 31,084 | |||||||||||||||
Beginning balance | — | 115,045 | 1,079 | — | 116,124 | ||||||||||||||||
Ending balance | $ | — | $ | 146,214 | $ | 994 | $ | — | $ | 147,208 | |||||||||||
Thirteen weeks ended November 2, 2013 | |||||||||||||||||||||
(Predecessor) | |||||||||||||||||||||
(in thousands) | Company | NMG | Non- | Eliminations | Consolidated | ||||||||||||||||
Guarantor | |||||||||||||||||||||
Subsidiaries | |||||||||||||||||||||
CASH FLOWS—OPERATING ACTIVITIES | |||||||||||||||||||||
Net (loss) earnings | $ | (13,098 | ) | $ | (13,098 | ) | $ | 76,143 | $ | (63,045 | ) | $ | (13,098 | ) | |||||||
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities: | |||||||||||||||||||||
Depreciation and amortization expense | — | 42,296 | 6,129 | — | 48,425 | ||||||||||||||||
Deferred income taxes | — | (6,326 | ) | — | — | (6,326 | ) | ||||||||||||||
Other | — | 5,068 | 1,457 | — | 6,525 | ||||||||||||||||
Intercompany royalty income payable (receivable) | — | 32,907 | (32,907 | ) | — | — | |||||||||||||||
Equity in loss (earnings) of subsidiaries | 13,098 | (76,143 | ) | — | 63,045 | — | |||||||||||||||
Changes in operating assets and liabilities, net | — | 21,469 | (44,684 | ) | — | (23,215 | ) | ||||||||||||||
Net cash provided by operating activities | — | 6,173 | 6,138 | — | 12,311 | ||||||||||||||||
CASH FLOWS—INVESTING ACTIVITIES | |||||||||||||||||||||
Capital expenditures | — | (30,051 | ) | (5,908 | ) | — | (35,959 | ) | |||||||||||||
Net cash used for investing activities | — | (30,051 | ) | (5,908 | ) | — | (35,959 | ) | |||||||||||||
CASH FLOWS—FINANCING ACTIVITIES | |||||||||||||||||||||
Borrowings under Former Asset-Based Revolving Credit Facility | — | 130,000 | — | — | 130,000 | ||||||||||||||||
Repayment of borrowings | — | (126,904 | ) | — | — | (126,904 | ) | ||||||||||||||
Net cash provided by financing activities | — | 3,096 | — | — | 3,096 | ||||||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||||||||||
(Decrease) increase during the period | — | (20,782 | ) | 230 | — | (20,552 | ) | ||||||||||||||
Beginning balance | — | 135,827 | 849 | — | 136,676 | ||||||||||||||||
Ending balance | $ | — | $ | 115,045 | $ | 1,079 | $ | — | $ | 116,124 | |||||||||||
The_Acquisition_Details
The Acquisition (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | |||
Jan. 31, 2015 | Feb. 01, 2014 | Jan. 31, 2015 | Oct. 25, 2013 | Nov. 02, 2013 | Aug. 02, 2014 | |
Business Acquisition [Line Items] | ||||||
Borrowings under senior secured asset-based revolving credit facility | $125,000,000 | $355,000,000 | ||||
Borrowings under senior secured term loan facility | 2,950,000,000 | 0 | ||||
Equity contribution from management | 26,756,000 | 0 | ||||
Settlement of unvested Predecessor stock options | 0 | 51,510,000 | 0 | |||
Excess purchase price related to the Acquisition recorded as goodwill | 2,282,598,000 | 2,148,627,000 | 2,282,598,000 | 2,148,627,000 | ||
Cash Pay Notes | ||||||
Business Acquisition [Line Items] | ||||||
Borrowings under cash pay/PIK toggle notes | 960,000,000 | 0 | ||||
Stated interest rate (as a percent) | 8.00% | 8.00% | 8.00% | |||
PIK Toggle Notes | ||||||
Business Acquisition [Line Items] | ||||||
Borrowings under cash pay/PIK toggle notes | 600,000,000 | 0 | ||||
PIK Toggle Notes | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Stated interest rate (as a percent) | 8.75% | 8.75% | 8.75% | |||
PIK Toggle Notes | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Stated interest rate (as a percent) | 9.50% | 9.50% | 9.50% | |||
Former Asset-Based Revolving Credit Facility | ||||||
Business Acquisition [Line Items] | ||||||
Borrowings under senior secured asset-based revolving credit facility | 0 | 0 | ||||
Termination of debt | 145,000,000 | |||||
Former Senior Secured Term Loan Facility | ||||||
Business Acquisition [Line Items] | ||||||
Termination of debt | 2,433,100,000 | |||||
Neiman Marcus Group LTD LLC | ||||||
Business Acquisition [Line Items] | ||||||
Equity investments from Parent | 1,583,300,000 | |||||
Equity contribution from management | 26,800,000 | |||||
Consideration payable to former equity holders (including $26.8 million management rollover) | 3,382,700,000 | |||||
Capitalized transaction costs | 32,700,000 | |||||
Total consideration paid to effect the Acquisition | 3,415,400,000 | |||||
Net assets acquired at historical cost | 821,900,000 | |||||
Settlement of unvested Predecessor stock options | 51,510,000 | |||||
Net assets acquired at fair value | 1,266,800,000 | |||||
Excess purchase price related to the Acquisition recorded as goodwill | 2,148,600,000 | |||||
Neiman Marcus Group LTD LLC | Asset-Based Revolving Credit Facility | ||||||
Business Acquisition [Line Items] | ||||||
Borrowings under senior secured asset-based revolving credit facility | 75,000,000 | |||||
Neiman Marcus Group LTD LLC | Senior Secured Term Loan Facility | ||||||
Business Acquisition [Line Items] | ||||||
Borrowings under senior secured term loan facility | 2,950,000,000 | |||||
Neiman Marcus Group LTD LLC | Cash Pay Notes | ||||||
Business Acquisition [Line Items] | ||||||
Borrowings under cash pay/PIK toggle notes | 960,000,000 | |||||
Stated interest rate (as a percent) | 8.00% | |||||
Neiman Marcus Group LTD LLC | PIK Toggle Notes | ||||||
Business Acquisition [Line Items] | ||||||
Borrowings under cash pay/PIK toggle notes | 600,000,000 | |||||
Neiman Marcus Group LTD LLC | PIK Toggle Notes | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Stated interest rate (as a percent) | 8.75% | |||||
Neiman Marcus Group LTD LLC | PIK Toggle Notes | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Stated interest rate (as a percent) | 9.50% | |||||
Neiman Marcus Group LTD LLC | Former Asset-Based Revolving Credit Facility | ||||||
Business Acquisition [Line Items] | ||||||
Termination of debt | 700,000,000 | |||||
Neiman Marcus Group LTD LLC | Former Senior Secured Term Loan Facility | ||||||
Business Acquisition [Line Items] | ||||||
Termination of debt | 2,560,000,000 | |||||
Purchase Price Allocation Adjustments | Neiman Marcus Group LTD LLC | ||||||
Business Acquisition [Line Items] | ||||||
Increase carrying value of merchandise inventories | 129,600,000 | |||||
Increase carrying value of property and equipment | 457,700,000 | |||||
Change in carrying values of other assets and liabilities | -67,000,000 | |||||
Write-off historical deferred lease credits | 102,300,000 | |||||
Write-off historical debt issuance costs | -31,300,000 | |||||
Write-off historical goodwill | -1,263,400,000 | |||||
Settlement of unvested Predecessor stock options | 51,500,000 | |||||
Tax impact of valuation adjustments and other tax benefits | -965,700,000 | |||||
Total adjustments to state acquired assets at fair value | 444,900,000 | |||||
Tradenames | Purchase Price Allocation Adjustments | Neiman Marcus Group LTD LLC | ||||||
Business Acquisition [Line Items] | ||||||
Tradenames | 739,300,000 | |||||
Other Finite-Lived Intangible Assets | Purchase Price Allocation Adjustments | Neiman Marcus Group LTD LLC | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets | 492,100,000 | |||||
Favorable lease commitments | Purchase Price Allocation Adjustments | Neiman Marcus Group LTD LLC | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets | $799,800,000 |
MyTheresa_Acquisition_Details
MyTheresa Acquisition (Details) (MyTheresa) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Oct. 31, 2014 | Feb. 01, 2014 | Jan. 31, 2015 | Oct. 31, 2014 | |
USD ($) | USD ($) | USD ($) | EUR (€) | |
Business Acquisition [Line Items] | ||||
Business Acquisition, Revenue Reported by Acquired Entity | $130,000,000 | |||
Total consideration paid to effect the Acquisition | 181,700,000 | 0 | 181,727,000 | |
Business combination, contingent consideration | € 27,500,000 |
MyTheresa_Acquisition_Details_
MyTheresa Acquisition (Details 2) (USD $) | Jan. 31, 2015 | Aug. 02, 2014 | Feb. 01, 2014 | Nov. 01, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $2,282,598,000 | $2,148,627,000 | $2,148,627,000 | |
MyTheresa | ||||
Business Acquisition [Line Items] | ||||
Customer lists | 18,900,000 | 0 | ||
Tradenames | 74,800,000 | 0 | ||
Goodwill | 139,600,000 | 226,900,000 | ||
Contingent earn-out obligation | $50,043,000 | $0 | $59,800,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Jan. 31, 2015 | Aug. 02, 2014 | Feb. 01, 2014 | Oct. 25, 2013 |
Fair value measurements | ||||
Long-term debt - carrying value | $4,720,341,000 | $4,609,947,000 | $4,624,553,000 | |
Asset-Based Revolving Credit Facility | ||||
Fair value measurements | ||||
Long-term debt - carrying value | 125,000,000 | 0 | 0 | |
Senior Secured Term Loan Facility | ||||
Fair value measurements | ||||
Long-term debt - carrying value | 2,913,199,000 | 2,927,912,000 | 2,942,625,000 | |
Debt instrument, face amount | 2,950,000,000 | |||
Cash Pay Notes | ||||
Fair value measurements | ||||
Long-term debt - carrying value | 960,000,000 | 960,000,000 | 960,000,000 | |
Debt instrument, face amount | 960,000,000 | |||
Stated interest rate (as a percent) | 8.00% | 8.00% | ||
PIK Toggle Notes | ||||
Fair value measurements | ||||
Long-term debt - carrying value | 600,000,000 | 600,000,000 | 600,000,000 | |
Debt instrument, face amount | 600,000,000 | |||
2028 Debentures | ||||
Fair value measurements | ||||
Long-term debt - carrying value | 122,142,000 | 122,035,000 | 121,928,000 | |
Debt instrument, face amount | 125,000,000 | |||
Stated interest rate (as a percent) | 7.13% | |||
Recurring basis | Level 2 | Interest rate caps | Fair Value | ||||
Fair value measurements | ||||
Interest rate caps | 264,000 | 1,132,000 | 0 | |
Recurring basis | Level 3 | Fair Value | ||||
Fair value measurements | ||||
Contingent earn-out obligation | 49,645,000 | 0 | 0 | |
Non-recurring basis | Level 2 | Asset-Based Revolving Credit Facility | Fair Value | ||||
Fair value measurements | ||||
Long-term debt - fair value | 125,000,000 | 0 | 0 | |
Non-recurring basis | Level 2 | Senior Secured Term Loan Facility | Fair Value | ||||
Fair value measurements | ||||
Long-term debt - fair value | 2,827,638,000 | 2,907,797,000 | 2,983,086,000 | |
Non-recurring basis | Level 2 | Cash Pay Notes | Fair Value | ||||
Fair value measurements | ||||
Long-term debt - fair value | 993,600,000 | 994,800,000 | 1,005,600,000 | |
Non-recurring basis | Level 2 | PIK Toggle Notes | Fair Value | ||||
Fair value measurements | ||||
Long-term debt - fair value | 627,000,000 | 633,000,000 | 630,000,000 | |
Non-recurring basis | Level 2 | 2028 Debentures | Fair Value | ||||
Fair value measurements | ||||
Long-term debt - fair value | $129,375,000 | $127,500,000 | $123,750,000 |
Intangible_Assets_Net_and_Good2
Intangible Assets, Net and Goodwill (Details) (USD $) | Jan. 31, 2015 | Aug. 02, 2014 | Feb. 01, 2014 |
Goodwill and intangible assets, net | |||
Intangible assets, net | $3,665,147,000 | $3,652,984,000 | $3,752,068,000 |
Goodwill | 2,282,598,000 | 2,148,627,000 | 2,148,627,000 |
Favorable lease commitments | |||
Goodwill and intangible assets, net | |||
Intangible assets, net | 1,067,732,000 | 1,094,767,000 | 1,121,816,000 |
Finite-lived intangible assets, accumulated amortization | 67,600,000 | ||
Other Finite-Lived Intangible Assets | |||
Goodwill and intangible assets, net | |||
Intangible assets, net | 554,952,000 | 587,519,000 | 659,554,000 |
Finite-lived intangible assets, accumulated amortization | 158,800,000 | ||
Tradenames | |||
Goodwill and intangible assets, net | |||
Intangible assets, net | $2,042,463,000 | $1,970,698,000 | $1,970,698,000 |
Intangible_Assets_Net_and_Good3
Intangible Assets, Net and Goodwill (Details 2) (USD $) | 0 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Jan. 31, 2015 |
Estimated amortization of all acquisition-related intangible assets | ||
February 1, 2015 through August 1, 2015 | 59,245 | 59,245 |
2016 | 111,533 | 111,533 |
2017 | 105,115 | 105,115 |
2018 | 98,990 | 98,990 |
2019 | 95,681 | 95,681 |
2020 | 89,037 | 89,037 |
Other Finite-Lived Intangible Assets | ||
Intangible assets subject to amortization | ||
Weighted average life | 13 years | |
Other Finite-Lived Intangible Assets | Minimum | ||
Intangible assets subject to amortization | ||
Estimated useful lives | 7 years | |
Other Finite-Lived Intangible Assets | Maximum | ||
Intangible assets subject to amortization | ||
Estimated useful lives | 16 years | |
Favorable lease commitments | ||
Intangible assets subject to amortization | ||
Weighted average life | 30 years | |
Favorable lease commitments | Minimum | ||
Intangible assets subject to amortization | ||
Estimated useful lives | 2 years | |
Favorable lease commitments | Maximum | ||
Intangible assets subject to amortization | ||
Estimated useful lives | 55 years |
Longterm_Debt_Schedule_of_sign
Long-term Debt Schedule of significant components (Details) (USD $) | Jan. 31, 2015 | Aug. 02, 2014 | Feb. 01, 2014 | Oct. 25, 2013 |
In Thousands, unless otherwise specified | ||||
Long-term Debt | ||||
Total debt | $4,720,341 | $4,609,947 | $4,624,553 | |
Less: current portion of Senior Secured Term Loan Facility | -29,426 | -29,426 | -29,500 | |
Long-term debt | 4,690,915 | 4,580,521 | 4,595,053 | |
Asset-Based Revolving Credit Facility | ||||
Long-term Debt | ||||
Total debt | 125,000 | 0 | 0 | |
Senior Secured Term Loan Facility | ||||
Long-term Debt | ||||
Total debt | 2,913,199 | 2,927,912 | 2,942,625 | |
Cash Pay Notes | ||||
Long-term Debt | ||||
Interest rate | 8.00% | 8.00% | ||
Total debt | 960,000 | 960,000 | 960,000 | |
PIK Toggle Notes | ||||
Long-term Debt | ||||
Total debt | 600,000 | 600,000 | 600,000 | |
2028 Debentures | ||||
Long-term Debt | ||||
Interest rate | 7.13% | |||
Total debt | $122,142 | $122,035 | $121,928 | |
Minimum | PIK Toggle Notes | ||||
Long-term Debt | ||||
Interest rate | 8.75% | 8.75% | ||
Maximum | PIK Toggle Notes | ||||
Long-term Debt | ||||
Interest rate | 9.50% | 9.50% |
Longterm_Debt_Narrative_Detail
Long-term Debt Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | |||
Mar. 14, 2014 | 3-May-14 | Jan. 31, 2015 | Jan. 31, 2015 | Mar. 12, 2014 | Oct. 25, 2013 | Aug. 02, 2014 | Feb. 01, 2014 | |
Long-term Debt | ||||||||
Long-term Debt | $4,720,341,000 | $4,720,341,000 | $4,609,947,000 | $4,624,553,000 | ||||
Outstanding letters of credit | 0 | 0 | ||||||
Assets | 8,911,028,000 | 8,911,028,000 | 8,761,726,000 | 8,796,483,000 | ||||
Debt issuance cost | 29,500,000 | |||||||
Loss on debt extinguishment | 7,900,000 | |||||||
Asset-Based Revolving Credit Facility | ||||||||
Long-term Debt | ||||||||
Maximum committed borrowing capacity | 900,000,000 | 900,000,000 | ||||||
Long-term Debt | 125,000,000 | 125,000,000 | 0 | 0 | ||||
Unused borrowing availability | 685,000,000 | 685,000,000 | ||||||
Maximum borrowing capacity for available letters of credit | 150,000,000 | 150,000,000 | ||||||
Percentage of net orderly liquidation value of eligible inventory, net of certain reserves for determining borrowing base | 90.00% | 90.00% | ||||||
Percentage of amounts owed by credit card processors for determining borrowing base | 90.00% | 90.00% | ||||||
Percentage of segregated cash held in a restricted deposit account for determining borrowing base | 100.00% | 100.00% | ||||||
Incremental borrowing capacity available under loan accordion feature | 200,000,000 | 200,000,000 | ||||||
Maximum borrowing capacity with uncommitted accordion feature | 1,100,000,000 | 1,100,000,000 | ||||||
Interest rate on the outstanding borrowings (as a percent) | 1.42% | 1.42% | ||||||
Commitment fee for unused commitments (as percentage) | 0.25% | |||||||
Asset-Based Revolving Credit Facility | Base rate | ||||||||
Long-term Debt | ||||||||
Variable interest rate basis | base rate | |||||||
Asset-Based Revolving Credit Facility | Prime rate | ||||||||
Long-term Debt | ||||||||
Variable interest rate basis | prime rate | |||||||
Asset-Based Revolving Credit Facility | Federal funds effective rate | ||||||||
Long-term Debt | ||||||||
Variable interest rate basis | federal funds | |||||||
Interest rate margin (as a percent) | 0.50% | |||||||
Asset-Based Revolving Credit Facility | One-month LIBOR | ||||||||
Long-term Debt | ||||||||
Variable interest rate basis | one-month LIBOR | |||||||
Interest rate margin (as a percent) | 1.00% | |||||||
Asset-Based Revolving Credit Facility | LIBOR | ||||||||
Long-term Debt | ||||||||
Variable interest rate basis | LIBOR | |||||||
Interest rate margin (as a percent) | 1.25% | |||||||
Asset-Based Revolving Credit Facility | Minimum | ||||||||
Long-term Debt | ||||||||
Percentage of lesser of aggregate revolving commitments and borrowing base for maintaining excess availability provisions | 10.00% | 10.00% | ||||||
Amount required for maintaining excess availability provisions | 50,000,000 | 50,000,000 | ||||||
Percentage of lesser of aggregate revolving commitments and borrowing base as a condition for repaying outstanding loans | 10.00% | 10.00% | ||||||
Amount as a condition for repaying outstanding loans | 50,000,000 | 50,000,000 | ||||||
Amount of pro forma excess availability under the Asset-Based Revolving Credit Facility required based on facility covenants | 90,000,000 | 90,000,000 | ||||||
Percentage of lesser of aggregate revolving commitments and borrowing base for pro forma excess availability of credit facility | 15.00% | 15.00% | ||||||
Ratio of consolidated EBITDA to consolidated fixed charges | 1 | |||||||
Aggregate principal amount having customary affirmative covenants and default provisions | 50,000,000 | 50,000,000 | ||||||
Asset-Based Revolving Credit Facility | Maximum | ||||||||
Long-term Debt | ||||||||
Amount of pro forma excess availability under the Asset-Based Revolving Credit Facility required based on facility covenants | 200,000,000 | 200,000,000 | ||||||
Percentage of lesser of aggregate revolving commitments and borrowing base for pro forma excess availability of credit facility | 25.00% | 25.00% | ||||||
Asset-Based Revolving Credit Facility | Maximum | Base rate | ||||||||
Long-term Debt | ||||||||
Interest rate margin (as a percent) | 0.75% | |||||||
Asset-Based Revolving Credit Facility | Maximum | LIBOR | ||||||||
Long-term Debt | ||||||||
Interest rate margin (as a percent) | 1.75% | |||||||
Senior Secured Term Loan Facility | ||||||||
Long-term Debt | ||||||||
Long-term Debt | 2,913,199,000 | 2,913,199,000 | 2,927,912,000 | 2,942,625,000 | ||||
Interest rate on the outstanding borrowings (as a percent) | 4.25% | 4.25% | ||||||
Initial amount under the debt instrument | 2,950,000,000 | |||||||
Incremental borrowings available under debt | 650,000,000 | 650,000,000 | ||||||
Percentage of proceeds from certain asset sales and debt issuances that must be used to repay debt | 100.00% | 100.00% | ||||||
Percentage of proceeds from excess cash flow that must be used to repay debt | 50.00% | 50.00% | ||||||
Mandatory prepayment as a percentage of excess cash flows | 50.00% | 50.00% | ||||||
Mandatory prepayment as a percentage of proceeds from certain asset sales | 100.00% | 100.00% | ||||||
Percentage of aggregate principal amount of term loans repaid, converted or replaced | 1.00% | |||||||
Amortization of debt in equal quarterly installments as a percentage of outstanding principal amount as of the date term loans are so repaid, converted or replaced, less any prepayments | 1.00% | |||||||
Senior Secured Term Loan Facility | Leverage ratio, option one | ||||||||
Long-term Debt | ||||||||
Mandatory prepayment as a percentage of excess cash flows | 25.00% | 25.00% | ||||||
Senior Secured Term Loan Facility | Leverage ratio, option two | ||||||||
Long-term Debt | ||||||||
Mandatory prepayment as a percentage of excess cash flows | 0.00% | 0.00% | ||||||
Senior Secured Term Loan Facility | Base rate | ||||||||
Long-term Debt | ||||||||
Variable interest rate basis | base rate | |||||||
Senior Secured Term Loan Facility | Prime rate | ||||||||
Long-term Debt | ||||||||
Variable interest rate basis | prime rate | |||||||
Senior Secured Term Loan Facility | Federal funds effective rate | ||||||||
Long-term Debt | ||||||||
Variable interest rate basis | federal funds | |||||||
Interest rate margin (as a percent) | 0.50% | |||||||
Senior Secured Term Loan Facility | One-month LIBOR | ||||||||
Long-term Debt | ||||||||
Variable interest rate basis | one-month LIBOR | |||||||
Interest rate margin (as a percent) | 1.00% | |||||||
Senior Secured Term Loan Facility | LIBOR | ||||||||
Long-term Debt | ||||||||
Variable interest rate basis | LIBOR | |||||||
Senior Secured Term Loan Facility | Minimum | ||||||||
Long-term Debt | ||||||||
Aggregate principal amount having customary affirmative covenants and default provisions | 50,000,000 | 50,000,000 | ||||||
Senior Secured Term Loan Facility | Minimum | Leverage ratio, option one | ||||||||
Long-term Debt | ||||||||
Secured leverage ratio | 3.5 | |||||||
Senior Secured Term Loan Facility | Minimum | Base rate | ||||||||
Long-term Debt | ||||||||
Interest rate margin (as a percent) | 2.00% | 2.75% | ||||||
Senior Secured Term Loan Facility | Minimum | LIBOR | ||||||||
Long-term Debt | ||||||||
Interest rate margin (as a percent) | 3.00% | 1.00% | 3.75% | |||||
Senior Secured Term Loan Facility | Maximum | ||||||||
Long-term Debt | ||||||||
Secured leverage ratio | 4.25 | |||||||
Senior Secured Term Loan Facility | Maximum | Leverage ratio, option one | ||||||||
Long-term Debt | ||||||||
Secured leverage ratio | 4 | |||||||
Senior Secured Term Loan Facility | Maximum | Leverage ratio, option two | ||||||||
Long-term Debt | ||||||||
Secured leverage ratio | 3.5 | |||||||
Senior Secured Term Loan Facility | Maximum | Base rate | ||||||||
Long-term Debt | ||||||||
Interest rate margin (as a percent) | 2.25% | 2.25% | 3.00% | |||||
Senior Secured Term Loan Facility | Maximum | LIBOR | ||||||||
Long-term Debt | ||||||||
Interest rate margin (as a percent) | 3.25% | 3.25% | 4.00% | |||||
Cash Pay Notes | ||||||||
Long-term Debt | ||||||||
Long-term Debt | 960,000,000 | 960,000,000 | 960,000,000 | 960,000,000 | ||||
Initial amount under the debt instrument | 960,000,000 | |||||||
Interest rate | 8.00% | 8.00% | 8.00% | |||||
Cash Pay Notes | Minimum | ||||||||
Long-term Debt | ||||||||
Aggregate principal amount having customary affirmative covenants and default provisions | 50,000,000 | 50,000,000 | ||||||
PIK Toggle Notes | ||||||||
Long-term Debt | ||||||||
Long-term Debt | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | ||||
Initial amount under the debt instrument | 600,000,000 | |||||||
Number of first interest payments for which interest on debt will be paid entirely in cash | 2 | 2 | ||||||
Percentage of interest to be paid after first two interest payments in Cash interest, option 3 | 50.00% | |||||||
Percentage of interest to be paid after first two interest payments in PIK interest, option 3 | 50.00% | |||||||
PIK interest rate (as a percent) | 9.50% | 9.50% | ||||||
Payment of interest after first two interest payments, option 1 | entirely in cash (Cash Interest) | |||||||
Payment of interest after first two interest payments, option 2 | entirely by increasing the principal amount of the PIK Toggle Notes by the relevant interest (PIK Interest) | |||||||
PIK Toggle Notes | Minimum | ||||||||
Long-term Debt | ||||||||
Aggregate principal amount having customary affirmative covenants and default provisions | 50,000,000 | 50,000,000 | ||||||
Interest rate | 8.75% | 8.75% | 8.75% | |||||
Cash interest rate (as a percent) | 8.75% | 8.75% | ||||||
PIK Toggle Notes | Maximum | ||||||||
Long-term Debt | ||||||||
Interest rate | 9.50% | 9.50% | 9.50% | |||||
2028 Debentures | ||||||||
Long-term Debt | ||||||||
Long-term Debt | 122,142,000 | 122,142,000 | 122,035,000 | 121,928,000 | ||||
Initial amount under the debt instrument | 125,000,000 | 125,000,000 | ||||||
Interest rate | 7.13% | 7.13% | ||||||
2028 Debentures | Minimum | ||||||||
Long-term Debt | ||||||||
Aggregate principal amount having customary affirmative covenants and default provisions | 15,000,000 | 15,000,000 | ||||||
Former Asset-Based Revolving Credit Facility | ||||||||
Long-term Debt | ||||||||
Termination of facility | 145,000,000 | |||||||
Former Senior Secured Term Loan Facility | ||||||||
Long-term Debt | ||||||||
Termination of facility | 2,433,100,000 | |||||||
Non-Guarantor Subsidiaries | ||||||||
Long-term Debt | ||||||||
Assets | 3,932,662,000 | 3,932,662,000 | 3,669,502,000 | 3,737,080,000 | ||||
Non-Guarantor Subsidiaries | Asset-Based Revolving Credit Facility | ||||||||
Long-term Debt | ||||||||
Assets | 280,900,000 | 280,900,000 | ||||||
Assets of non-guarantor subsidiaries, percentage | 3.20% | 3.20% | ||||||
Non-Guarantor Subsidiaries | Senior Secured Term Loan Facility | ||||||||
Long-term Debt | ||||||||
Assets | $280,900,000 | $280,900,000 | ||||||
Assets of non-guarantor subsidiaries, percentage | 3.20% | 3.20% |
Longterm_Debt_Maturities_of_Lo
Long-term Debt Maturities of Long-term Debt (Details) (USD $) | Jan. 31, 2015 |
In Millions, unless otherwise specified | |
Debt Disclosure [Abstract] | |
February 1, 2015 through August 1, 2015 | $14.70 |
2016 | 29.4 |
2017 | 29.4 |
2018 | 29.4 |
2019 | 154.4 |
2020 | 29.4 |
Thereafter | $4,433.60 |
Longterm_Debt_Interest_Expense
Long-term Debt Interest Expense (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2015 | Feb. 01, 2014 | Nov. 02, 2013 | Jan. 31, 2015 | |
Interest expense | ||||
Amortization of debt issue costs | $6,143,000 | $5,145,000 | $12,274,000 | |
Other, net | 624,000 | 524,000 | 1,177,000 | |
Capitalized interest | -743,000 | -263,000 | -1,178,000 | |
Interest expense, net | 72,465,000 | 77,859,000 | 145,075,000 | |
Interest expense related to debt incurred as a result of the Acquisition | 8,400,000 | |||
Asset-Based Revolving Credit Facility | ||||
Interest expense | ||||
Interest expense | 485,000 | 258,000 | 715,000 | |
Senior Secured Term Loan Facility | ||||
Interest expense | ||||
Interest expense | 31,405,000 | 37,283,000 | 62,984,000 | |
Cash Pay Notes | ||||
Interest expense | ||||
Interest expense | 19,200,000 | 19,414,000 | 38,400,000 | |
PIK Toggle Notes | ||||
Interest expense | ||||
Interest expense | 13,125,000 | 13,271,000 | 26,250,000 | |
2028 Debentures | ||||
Interest expense | ||||
Interest expense | 2,226,000 | 2,227,000 | 4,453,000 | |
Former Asset-Based Revolving Credit Facility | ||||
Interest expense | ||||
Interest expense | 0 | 0 | 0 | |
Former Senior Secured Term Loan Facility | ||||
Interest expense | ||||
Interest expense | 0 | 0 | 0 | |
Predecessor | ||||
Interest expense | ||||
Amortization of debt issue costs | 2,466,000 | |||
Other, net | 1,334,000 | |||
Capitalized interest | -140,000 | |||
Interest expense, net | 37,315,000 | |||
Predecessor | Asset-Based Revolving Credit Facility | ||||
Interest expense | ||||
Interest expense | 75,000 | |||
Predecessor | Senior Secured Term Loan Facility | ||||
Interest expense | ||||
Interest expense | 3,687,000 | |||
Predecessor | Cash Pay Notes | ||||
Interest expense | ||||
Interest expense | 2,773,000 | |||
Predecessor | PIK Toggle Notes | ||||
Interest expense | ||||
Interest expense | 1,896,000 | |||
Predecessor | 2028 Debentures | ||||
Interest expense | ||||
Interest expense | 2,226,000 | |||
Predecessor | Former Asset-Based Revolving Credit Facility | ||||
Interest expense | ||||
Interest expense | 477,000 | |||
Predecessor | Former Senior Secured Term Loan Facility | ||||
Interest expense | ||||
Interest expense | $22,521,000 |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Jan. 31, 2015 | Nov. 02, 2013 | Apr. 30, 2014 |
Derivative Financial Instruments | |||||
Outstanding floating rate debt obligations | $3,038.20 | $3,038.20 | |||
Interest Rate Caps | |||||
Derivative Financial Instruments | |||||
Fair value | 0.3 | 0.3 | |||
Realized hedging losses b included in interest expense, net | 0 | 0 | 0 | ||
Interest Rate Caps | Expiring December 2016 | |||||
Derivative Financial Instruments | |||||
Cost of cash flow hedges | 2 | ||||
Notional amount | 1,400 | 1,400 | 1,400 | ||
Reference rate for interest rate cap | LIBOR | ||||
Interest rate cap (as a percent) | 3.00% | 3.00% | |||
Predecessor | Interest Rate Caps | |||||
Derivative Financial Instruments | |||||
Realized hedging losses b included in interest expense, net | $0.40 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Jan. 31, 2015 | Nov. 02, 2013 | Aug. 02, 2014 |
Effective Income Tax Rates [Line Items] | |||||
Effective income tax rate (as a percent) | 40.00% | 39.60% | 40.20% | ||
Gross amount of unrecognized tax benefits | $2.10 | $2.10 | |||
Portion of unrecognized tax benefits which would impact effective tax rate, if recognized | 1.4 | 1.4 | |||
Liability for accrued interest and penalties | $4.50 | $4.80 | $4.50 | $5.10 | |
Predecessor | |||||
Effective Income Tax Rates [Line Items] | |||||
Effective income tax rate (as a percent) | 152.90% |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (USD $) | Jan. 31, 2015 | Aug. 02, 2014 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | |||
Obligations for employee benefit plans, included in other long-term liabilities | |||
Benefit obligations, current and noncurrent | $317,860 | $314,622 | $285,806 |
Less: current portion | -5,814 | -6,602 | -5,754 |
Long-term portion of benefit obligations | 312,046 | 308,020 | 280,052 |
Pension Plan | |||
Obligations for employee benefit plans, included in other long-term liabilities | |||
Benefit obligations, current and noncurrent | 197,210 | 189,890 | 162,705 |
SERP Plan | |||
Obligations for employee benefit plans, included in other long-term liabilities | |||
Benefit obligations, current and noncurrent | 109,789 | 113,787 | 108,380 |
Postretirement Plan | |||
Obligations for employee benefit plans, included in other long-term liabilities | |||
Benefit obligations, current and noncurrent | $10,861 | $10,945 | $14,721 |
Employee_Benefit_Plans_Details1
Employee Benefit Plans (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Jan. 31, 2015 | Nov. 02, 2013 |
Pension Plan | ||||
Employee Benefit Plans | ||||
Interest cost | $6,382 | $5,781 | $12,764 | |
Expected return on plan assets | -6,234 | -6,166 | -12,468 | |
Net amortization of (gains) losses | 0 | 0 | 0 | |
Expense (income) under plan | 148 | -385 | 296 | |
SERP Plan | ||||
Employee Benefit Plans | ||||
Interest cost | 1,126 | 1,104 | 2,252 | |
Expense (income) under plan | 1,126 | 1,104 | 2,252 | |
Postretirement Plan | ||||
Employee Benefit Plans | ||||
Service cost | 3 | 5 | 6 | |
Interest cost | 113 | 142 | 226 | |
Net amortization of prior service cost | 0 | 0 | 0 | |
Net amortization of (gains) losses | -93 | 0 | -186 | |
Expense (income) under plan | 23 | 147 | 46 | |
Predecessor | Pension Plan | ||||
Employee Benefit Plans | ||||
Interest cost | 5,781 | |||
Expected return on plan assets | -6,401 | |||
Net amortization of (gains) losses | 1,095 | |||
Expense (income) under plan | 475 | |||
Predecessor | SERP Plan | ||||
Employee Benefit Plans | ||||
Interest cost | 1,104 | |||
Expense (income) under plan | 1,104 | |||
Predecessor | Postretirement Plan | ||||
Employee Benefit Plans | ||||
Service cost | 5 | |||
Interest cost | 142 | |||
Net amortization of prior service cost | -321 | |||
Net amortization of (gains) losses | 35 | |||
Expense (income) under plan | ($139) |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | |
Jan. 31, 2015 | Feb. 01, 2014 | Jan. 31, 2015 | Oct. 25, 2013 | Nov. 01, 2014 | Aug. 02, 2014 | Nov. 02, 2013 | |
Stock-Based Compensation | |||||||
Stock-based compensation for accelerated vesting of Predecessor stock options | $0 | $51,510,000 | $0 | ||||
Fair value of options held by non-retirement optionees recorded as equity | 26,756,000 | 0 | |||||
Parent | |||||||
Stock-Based Compensation | |||||||
Options held by retirement eligible optionees | 99,910 | 99,910 | |||||
Recorded liability with respect to the options held by retirement eligible optionees | 20,100,000 | 11,900,000 | 20,100,000 | 15,800,000 | |||
Co-Invest Options | Parent | |||||||
Stock-Based Compensation | |||||||
Options exercisable | 56,979 | ||||||
Exchange ratio | 3.1 | ||||||
Exercise price, low end of range (in dollars per share) | $180 | ||||||
Exercise price, high end of range (in dollars per share) | $644 | ||||||
Fair value of co-invest options at the acquisition date | 36,300,000 | ||||||
Fair value of options held by retirement eligible optionees recorded as a liability | 9,500,000 | ||||||
Fair value of options held by non-retirement optionees recorded as equity | 26,800,000 | ||||||
Non-Qualified Stock Options | Parent | |||||||
Stock-Based Compensation | |||||||
Exercise price (in dollars per share) | $1,074 | $1,000 | |||||
Share-based compensation, arrangement by share-based payment award, expiration period | 10 years | 10 years | |||||
Time vested non-qualified stock options | Parent | |||||||
Stock-Based Compensation | |||||||
Number of options granted (in shares) | 3,113 | 81,607 | |||||
Performance vested non-qualified stock options | Parent | |||||||
Stock-Based Compensation | |||||||
Number of options granted (in shares) | 2,890 | 76,385 | |||||
Predecessor | |||||||
Stock-Based Compensation | |||||||
Stock-based compensation for accelerated vesting of Predecessor stock options | 0 | ||||||
Fair value of options held by non-retirement optionees recorded as equity | 0 | ||||||
Predecessor | Stock options | |||||||
Stock-Based Compensation | |||||||
Shares outstanding | 101,730 | ||||||
Vested options (in shares) | 67,899 | ||||||
Unvested options (in shares) | 33,831 | ||||||
Consideration payable to holders of stock options under settlement | 187,400,000 | ||||||
Consideration payable in settlement of previously vested options | 135,900,000 | ||||||
Stock-based compensation for accelerated vesting of Predecessor stock options | $51,500,000 |
StockBased_Compensation_Summar
Stock-Based Compensation Summary of Stock Options (Details) (Equity Option, USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Jan. 31, 2015 | Nov. 02, 2013 |
Stock-Based Compensation | ||||
Stock compensation expense | $2,135 | $2,376 | $4,270 | |
Share Based Compensation Arrangement by Share Based Payment Award Options, Grants in Period [Abstract] | ||||
Number of options granted (in shares) | 0 | 145,984 | 6,003 | |
Weighted average grant date fair value (dollars per share) | $0 | $407 | $325 | |
Share Based Compensation Arrangement by Share Based Payment Award, Options Exercised in Period [Abstract] | ||||
Number of options exercised (in shares) | 118 | 0 | 118 | |
Weighted average exercise price (dollars per share) | $577 | $0 | $577 | |
Predecessor | ||||
Stock-Based Compensation | ||||
Stock compensation expense | $2,548 | |||
Share Based Compensation Arrangement by Share Based Payment Award Options, Grants in Period [Abstract] | ||||
Number of options granted (in shares) | 0 | |||
Weighted average grant date fair value (dollars per share) | $0 | |||
Share Based Compensation Arrangement by Share Based Payment Award, Options Exercised in Period [Abstract] | ||||
Number of options exercised (in shares) | 65 | |||
Weighted average exercise price (dollars per share) | $1,557 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Nov. 01, 2014 | Feb. 01, 2014 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning balance | ($20,530) | ($17,429) | ($285) |
Other comprehensive loss | -7,775 | -3,101 | |
Ending balance | -28,305 | -20,530 | -285 |
Foreign Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning balance | 0 | 0 | |
Other comprehensive loss | -5,977 | 0 | |
Ending balance | -5,977 | 0 | |
Unrealized Losses on Financial Instruments | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning balance | -2,145 | -954 | |
Other comprehensive loss | -1,741 | -1,191 | |
Ending balance | -3,886 | -2,145 | |
Unfunded Benefit Obligations | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Beginning balance | -18,385 | -16,475 | |
Other comprehensive loss | -57 | -1,910 | |
Ending balance | ($18,442) | ($18,385) |
Income_from_Credit_Card_Progra1
Income from Credit Card Program (Details) | 6 Months Ended |
Jan. 31, 2015 | |
Income from Credit Card Program | |
Renewable agreement term with Capital One | 3 years |
Other_Expenses_Details
Other Expenses (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2015 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Jan. 31, 2015 | |
Other Expenses [Line Items] | |||||
Non-cash charges of stock-based compensation for accelerated vesting of Predecessor stock options | $15,400,000 | ||||
Stock-based compensation for accelerated vesting of Predecessor stock options (including non-cash charges of $15.4 million) | 0 | 51,510,000 | 0 | ||
Costs related to the Cyber-Attack, net of insurance recovery | -1,501,000 | 4,088,000 | 2,800,000 | ||
Equity in loss of foreign e-commerce retailer | 0 | 2,063,000 | 0 | ||
Management fee due to Former Sponsors | 0 | 0 | 0 | ||
Accretion of contingent earn-out obligation | 1,654,000 | 0 | 0 | 1,654,000 | |
Other non-recurring expenses | 2,107,000 | 6,197,000 | 6,617,000 | ||
Other expenses | 2,708,000 | 65,590,000 | 22,509,000 | ||
Investment in Foreign E-Commerce Retailer | |||||
Proceeds from sale of investment in foreign e-commerce retailer | 35,000,000 | ||||
Carrying value of investment in a foreign e-commerce retailer at the time of sale of the investment | 35,000,000 | ||||
Predecessor | |||||
Other Expenses [Line Items] | |||||
Stock-based compensation for accelerated vesting of Predecessor stock options (including non-cash charges of $15.4 million) | 0 | ||||
Costs related to the Cyber-Attack, net of insurance recovery | 0 | ||||
Equity in loss of foreign e-commerce retailer | 1,523,000 | ||||
Management fee due to Former Sponsors | 2,823,000 | ||||
Other non-recurring expenses | 155,000 | ||||
Other expenses | 113,900,000 | ||||
Neiman Marcus Group LTD LLC | |||||
Other Expenses [Line Items] | |||||
Change-in-control cash payments due to Former Sponsors and management | 0 | 0 | 0 | ||
Stock-based compensation for accelerated vesting of Predecessor stock options (including non-cash charges of $15.4 million) | 51,510,000 | ||||
Other, primarily professional fees | 0 | 1,732,000 | 0 | ||
Total transaction costs | 0 | 53,242,000 | 0 | ||
Neiman Marcus Group LTD LLC | Predecessor | |||||
Other Expenses [Line Items] | |||||
Change-in-control cash payments due to Former Sponsors and management | 80,457,000 | ||||
Other, primarily professional fees | 28,942,000 | ||||
Total transaction costs | 109,399,000 | ||||
MyTheresa | |||||
Other Expenses [Line Items] | |||||
Total transaction costs | 448,000 | 0 | 11,438,000 | ||
MyTheresa | Predecessor | |||||
Other Expenses [Line Items] | |||||
Total transaction costs | $0 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 1 Months Ended | 2 Months Ended | ||
Dec. 10, 2013 | Jan. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2015 | Oct. 25, 2011 | |
claim | claim | appeal | |||
Litigation | |||||
Period to bring claims to trial as required by California law (in years) | 5 years | ||||
Other | |||||
Outstanding letters of credit | $0 | ||||
Surety bonds | $3,200,000 | ||||
Ms. Monjazeb Case | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, Number of Appeals | 1 | ||||
Ms. Monjazeb and Mr. Pinela Case | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, Number of Appeals | 2 | ||||
Mr. Pinela Case | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, Number of Appeals | 1 | ||||
The Cyber-Attack | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency, New Claims Filed, Number | 3 | 3 | |||
Loss Contingency, Claims Dismissed, Number | 2 |
Condensed_Consolidating_Financ2
Condensed Consolidating Financial Information - Balance Sheets (Details) (USD $) | Jan. 31, 2015 | Aug. 02, 2014 | Feb. 01, 2014 | Nov. 02, 2013 |
In Thousands, unless otherwise specified | ||||
Current assets: | ||||
Cash and cash equivalents | $127,102 | $196,476 | $147,208 | $116,124 |
Merchandise inventories | 1,111,680 | 1,069,632 | 1,039,143 | |
Other current assets | 152,777 | 143,666 | 167,834 | |
Total current assets | 1,391,559 | 1,409,774 | 1,354,185 | |
Property and equipment, net | 1,425,177 | 1,390,266 | 1,358,167 | |
Intangible assets, net | 3,665,147 | 3,652,984 | 3,752,068 | |
Goodwill | 2,282,598 | 2,148,627 | 2,148,627 | |
Other assets | 146,547 | 160,075 | 183,436 | |
Intercompany notes receivable | 0 | |||
Investments in subsidiaries | 0 | 0 | 0 | |
Total assets | 8,911,028 | 8,761,726 | 8,796,483 | |
Current liabilities: | ||||
Accounts payable | 307,180 | 375,085 | 292,329 | |
Accrued liabilities | 490,333 | 452,172 | 466,521 | |
Current portion of long-term debt | 29,426 | 29,426 | 29,500 | |
Total current liabilities | 826,939 | 856,683 | 788,350 | |
Long-term liabilities: | ||||
Long-term debt | 4,690,915 | 4,580,521 | 4,595,053 | |
Intercompany notes payable | 0 | |||
Deferred income taxes | 1,519,357 | 1,540,076 | 1,599,058 | |
Other long-term liabilities | 424,088 | 351,852 | 315,074 | |
Total long-term liabilities | 6,634,360 | 6,472,449 | 6,509,185 | |
Total member equity | 1,449,729 | 1,432,594 | 1,498,948 | |
Total liabilities and member equity | 8,911,028 | 8,761,726 | 8,796,483 | |
Company | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Merchandise inventories | 0 | 0 | 0 | |
Other current assets | 0 | 0 | 0 | |
Total current assets | 0 | 0 | 0 | |
Property and equipment, net | 0 | 0 | 0 | |
Intangible assets, net | 0 | 0 | 0 | |
Goodwill | 0 | 0 | 0 | |
Other assets | 0 | 0 | 0 | |
Intercompany notes receivable | 0 | |||
Investments in subsidiaries | 1,449,729 | 1,432,594 | 1,498,948 | |
Total assets | 1,449,729 | 1,432,594 | 1,498,948 | |
Current liabilities: | ||||
Accounts payable | 0 | 0 | 0 | |
Accrued liabilities | 0 | 0 | 0 | |
Current portion of long-term debt | 0 | 0 | 0 | |
Total current liabilities | 0 | 0 | 0 | |
Long-term liabilities: | ||||
Long-term debt | 0 | 0 | 0 | |
Intercompany notes payable | 0 | |||
Deferred income taxes | 0 | 0 | 0 | |
Other long-term liabilities | 0 | 0 | 0 | |
Total long-term liabilities | 0 | 0 | 0 | |
Total member equity | 1,449,729 | 1,432,594 | 1,498,948 | |
Total liabilities and member equity | 1,449,729 | 1,432,594 | 1,498,948 | |
NMG | ||||
Current assets: | ||||
Cash and cash equivalents | 118,904 | 195,004 | 146,214 | 115,045 |
Merchandise inventories | 939,788 | 953,936 | 924,593 | |
Other current assets | 138,450 | 131,894 | 152,845 | |
Total current assets | 1,197,142 | 1,280,834 | 1,223,652 | |
Property and equipment, net | 1,309,780 | 1,275,264 | 1,241,312 | |
Intangible assets, net | 656,942 | 708,125 | 779,759 | |
Goodwill | 1,669,364 | 1,669,364 | 1,669,364 | |
Other assets | 145,151 | 158,637 | 145,316 | |
Intercompany notes receivable | 150,000 | |||
Investments in subsidiaries | 3,568,741 | 3,560,258 | 3,624,388 | |
Total assets | 8,697,120 | 8,652,482 | 8,683,791 | |
Current liabilities: | ||||
Accounts payable | 267,576 | 343,783 | 267,228 | |
Accrued liabilities | 391,485 | 375,640 | 380,217 | |
Current portion of long-term debt | 29,426 | 29,426 | 29,500 | |
Total current liabilities | 688,487 | 748,849 | 676,945 | |
Long-term liabilities: | ||||
Long-term debt | 4,690,915 | 4,580,521 | 4,595,053 | |
Intercompany notes payable | 0 | |||
Deferred income taxes | 1,494,953 | 1,540,076 | 1,599,058 | |
Other long-term liabilities | 373,036 | 350,442 | 313,787 | |
Total long-term liabilities | 6,558,904 | 6,471,039 | 6,507,898 | |
Total member equity | 1,449,729 | 1,432,594 | 1,498,948 | |
Total liabilities and member equity | 8,697,120 | 8,652,482 | 8,683,791 | |
Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 8,198 | 1,472 | 994 | 1,079 |
Merchandise inventories | 171,892 | 115,696 | 114,550 | |
Other current assets | 14,340 | 11,772 | 14,989 | |
Total current assets | 194,430 | 128,940 | 130,533 | |
Property and equipment, net | 115,397 | 115,002 | 116,855 | |
Intangible assets, net | 3,008,205 | 2,944,859 | 2,972,309 | |
Goodwill | 613,234 | 479,263 | 479,263 | |
Other assets | 1,396 | 1,438 | 38,120 | |
Intercompany notes receivable | 0 | |||
Investments in subsidiaries | 0 | 0 | 0 | |
Total assets | 3,932,662 | 3,669,502 | 3,737,080 | |
Current liabilities: | ||||
Accounts payable | 39,604 | 31,302 | 25,101 | |
Accrued liabilities | 98,861 | 76,532 | 86,304 | |
Current portion of long-term debt | 0 | 0 | 0 | |
Total current liabilities | 138,465 | 107,834 | 111,405 | |
Long-term liabilities: | ||||
Long-term debt | 0 | 0 | 0 | |
Intercompany notes payable | 150,000 | |||
Deferred income taxes | 24,404 | 0 | 0 | |
Other long-term liabilities | 51,052 | 1,410 | 1,287 | |
Total long-term liabilities | 225,456 | 1,410 | 1,287 | |
Total member equity | 3,568,741 | 3,560,258 | 3,624,388 | |
Total liabilities and member equity | 3,932,662 | 3,669,502 | 3,737,080 | |
Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Merchandise inventories | 0 | 0 | 0 | |
Other current assets | -13 | 0 | 0 | |
Total current assets | -13 | 0 | 0 | |
Property and equipment, net | 0 | 0 | 0 | |
Intangible assets, net | 0 | 0 | 0 | |
Goodwill | 0 | 0 | 0 | |
Other assets | 0 | 0 | 0 | |
Intercompany notes receivable | -150,000 | |||
Investments in subsidiaries | -5,018,470 | -4,992,852 | -5,123,336 | |
Total assets | -5,168,483 | -4,992,852 | -5,123,336 | |
Current liabilities: | ||||
Accounts payable | 0 | 0 | 0 | |
Accrued liabilities | -13 | 0 | 0 | |
Current portion of long-term debt | 0 | 0 | 0 | |
Total current liabilities | -13 | 0 | 0 | |
Long-term liabilities: | ||||
Long-term debt | 0 | 0 | 0 | |
Intercompany notes payable | -150,000 | |||
Deferred income taxes | 0 | 0 | 0 | |
Other long-term liabilities | 0 | 0 | 0 | |
Total long-term liabilities | -150,000 | 0 | 0 | |
Total member equity | -5,018,470 | -4,992,852 | -5,123,336 | |
Total liabilities and member equity | ($5,168,483) | ($4,992,852) | ($5,123,336) |
Condensed_Consolidating_Financ3
Condensed Consolidating Financial Information - Statements of Operations (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Jan. 31, 2015 | Nov. 02, 2013 |
Condensed Consolidating Financial Information | ||||
Revenues | $1,521,824 | $1,432,793 | $2,708,316 | |
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 1,019,125 | 1,052,924 | 1,747,519 | |
Selling, general and administrative expenses (excluding depreciation) | 322,661 | 304,565 | 608,977 | |
Income from credit card program | -14,730 | -15,229 | -28,853 | |
Depreciation expense | 45,012 | 36,692 | 88,520 | |
Amortization of intangible assets and favorable lease commitments | 28,253 | 49,542 | 77,764 | |
Other expenses | 2,708 | 65,590 | 22,509 | |
Operating earnings (loss) | 118,795 | -61,291 | 191,880 | |
Interest expense, net | 72,465 | 77,859 | 145,075 | |
Intercompany royalty charges (income) | 0 | 0 | 0 | |
Foreign currency loss (gain) | 0 | 0 | ||
Equity in (earnings) loss of subsidiaries | 0 | 0 | 0 | |
Earnings (loss) before income taxes | 46,330 | -139,150 | 46,805 | |
Income tax expense (benefit) | 18,515 | -55,127 | 18,794 | |
Net earnings (loss) | 27,815 | -84,023 | 28,011 | |
Total other comprehensive (loss) earnings | -7,775 | -285 | -10,876 | |
Total comprehensive earnings (loss) | 20,040 | -84,308 | 17,135 | |
Predecessor | ||||
Condensed Consolidating Financial Information | ||||
Revenues | 1,129,138 | |||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 685,408 | |||
Selling, general and administrative expenses (excluding depreciation) | 266,388 | |||
Income from credit card program | -14,653 | |||
Depreciation expense | 34,239 | |||
Amortization of intangible assets and favorable lease commitments | 11,720 | |||
Other expenses | 113,900 | |||
Operating earnings (loss) | 32,136 | |||
Interest expense, net | 37,315 | |||
Intercompany royalty charges (income) | 0 | |||
Equity in (earnings) loss of subsidiaries | 0 | |||
Earnings (loss) before income taxes | -5,179 | |||
Income tax expense (benefit) | 7,919 | |||
Net earnings (loss) | -13,098 | |||
Total other comprehensive (loss) earnings | 1,324 | |||
Total comprehensive earnings (loss) | -11,774 | |||
Company | ||||
Condensed Consolidating Financial Information | ||||
Revenues | 0 | 0 | 0 | |
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 0 | 0 | 0 | |
Selling, general and administrative expenses (excluding depreciation) | 0 | 0 | 0 | |
Income from credit card program | 0 | 0 | 0 | |
Depreciation expense | 0 | 0 | 0 | |
Amortization of intangible assets and favorable lease commitments | 0 | 0 | 0 | |
Other expenses | 0 | 0 | 0 | |
Operating earnings (loss) | 0 | 0 | 0 | |
Interest expense, net | 0 | 0 | 0 | |
Intercompany royalty charges (income) | 0 | 0 | 0 | |
Foreign currency loss (gain) | 0 | 0 | ||
Equity in (earnings) loss of subsidiaries | -27,815 | 84,023 | -28,011 | |
Earnings (loss) before income taxes | 27,815 | -84,023 | 28,011 | |
Income tax expense (benefit) | 0 | 0 | 0 | |
Net earnings (loss) | 27,815 | -84,023 | 28,011 | |
Total other comprehensive (loss) earnings | -7,775 | -285 | -10,876 | |
Total comprehensive earnings (loss) | 20,040 | -84,308 | 17,135 | |
Company | Predecessor | ||||
Condensed Consolidating Financial Information | ||||
Revenues | 0 | |||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 0 | |||
Selling, general and administrative expenses (excluding depreciation) | 0 | |||
Income from credit card program | 0 | |||
Depreciation expense | 0 | |||
Amortization of intangible assets and favorable lease commitments | 0 | |||
Other expenses | 0 | |||
Operating earnings (loss) | 0 | |||
Interest expense, net | 0 | |||
Intercompany royalty charges (income) | 0 | |||
Equity in (earnings) loss of subsidiaries | 13,098 | |||
Earnings (loss) before income taxes | -13,098 | |||
Income tax expense (benefit) | 0 | |||
Net earnings (loss) | -13,098 | |||
Total other comprehensive (loss) earnings | 1,324 | |||
Total comprehensive earnings (loss) | -11,774 | |||
NMG | ||||
Condensed Consolidating Financial Information | ||||
Revenues | 1,255,316 | 1,211,274 | 2,225,730 | |
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 833,352 | 902,129 | 1,436,541 | |
Selling, general and administrative expenses (excluding depreciation) | 271,753 | 265,057 | 518,420 | |
Income from credit card program | -13,288 | -13,892 | -26,029 | |
Depreciation expense | 40,321 | 32,206 | 79,720 | |
Amortization of intangible assets and favorable lease commitments | 15,395 | 35,817 | 51,183 | |
Other expenses | 1,054 | 63,527 | 20,855 | |
Operating earnings (loss) | 106,729 | -73,570 | 145,040 | |
Interest expense, net | 70,658 | 77,859 | 143,268 | |
Intercompany royalty charges (income) | 43,732 | 40,992 | 79,026 | |
Foreign currency loss (gain) | 0 | 0 | ||
Equity in (earnings) loss of subsidiaries | -47,424 | -53,271 | -117,492 | |
Earnings (loss) before income taxes | 39,763 | -139,150 | 40,238 | |
Income tax expense (benefit) | 18,140 | -55,127 | 18,419 | |
Net earnings (loss) | 21,623 | -84,023 | 21,819 | |
Total other comprehensive (loss) earnings | -1,798 | -285 | -4,899 | |
Total comprehensive earnings (loss) | 19,825 | -84,308 | 16,920 | |
NMG | Predecessor | ||||
Condensed Consolidating Financial Information | ||||
Revenues | 926,436 | |||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 568,665 | |||
Selling, general and administrative expenses (excluding depreciation) | 229,935 | |||
Income from credit card program | -13,271 | |||
Depreciation expense | 31,057 | |||
Amortization of intangible assets and favorable lease commitments | 8,773 | |||
Other expenses | 112,377 | |||
Operating earnings (loss) | -11,100 | |||
Interest expense, net | 37,315 | |||
Intercompany royalty charges (income) | 32,907 | |||
Equity in (earnings) loss of subsidiaries | -76,143 | |||
Earnings (loss) before income taxes | -5,179 | |||
Income tax expense (benefit) | 7,919 | |||
Net earnings (loss) | -13,098 | |||
Total other comprehensive (loss) earnings | 1,324 | |||
Total comprehensive earnings (loss) | -11,774 | |||
Non-Guarantor Subsidiaries | ||||
Condensed Consolidating Financial Information | ||||
Revenues | 266,508 | 221,519 | 482,586 | |
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 185,773 | 150,795 | 310,978 | |
Selling, general and administrative expenses (excluding depreciation) | 50,908 | 39,508 | 90,557 | |
Income from credit card program | -1,442 | -1,337 | -2,824 | |
Depreciation expense | 4,691 | 4,486 | 8,800 | |
Amortization of intangible assets and favorable lease commitments | 12,858 | 13,725 | 26,581 | |
Other expenses | 1,654 | 2,063 | 1,654 | |
Operating earnings (loss) | 12,066 | 12,279 | 46,840 | |
Interest expense, net | 1,807 | 0 | 1,807 | |
Intercompany royalty charges (income) | -43,732 | -40,992 | -79,026 | |
Foreign currency loss (gain) | -6,192 | -6,192 | ||
Equity in (earnings) loss of subsidiaries | 0 | 0 | 0 | |
Earnings (loss) before income taxes | 47,799 | 53,271 | 117,867 | |
Income tax expense (benefit) | 375 | 0 | 375 | |
Net earnings (loss) | 47,424 | 53,271 | 117,492 | |
Total other comprehensive (loss) earnings | -1,480 | 0 | -1,480 | |
Total comprehensive earnings (loss) | 45,944 | 53,271 | 116,012 | |
Non-Guarantor Subsidiaries | Predecessor | ||||
Condensed Consolidating Financial Information | ||||
Revenues | 202,702 | |||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 116,743 | |||
Selling, general and administrative expenses (excluding depreciation) | 36,453 | |||
Income from credit card program | -1,382 | |||
Depreciation expense | 3,182 | |||
Amortization of intangible assets and favorable lease commitments | 2,947 | |||
Other expenses | 1,523 | |||
Operating earnings (loss) | 43,236 | |||
Interest expense, net | 0 | |||
Intercompany royalty charges (income) | -32,907 | |||
Equity in (earnings) loss of subsidiaries | 0 | |||
Earnings (loss) before income taxes | 76,143 | |||
Income tax expense (benefit) | 0 | |||
Net earnings (loss) | 76,143 | |||
Total other comprehensive (loss) earnings | 0 | |||
Total comprehensive earnings (loss) | 76,143 | |||
Eliminations | ||||
Condensed Consolidating Financial Information | ||||
Revenues | 0 | 0 | 0 | |
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 0 | 0 | 0 | |
Selling, general and administrative expenses (excluding depreciation) | 0 | 0 | 0 | |
Income from credit card program | 0 | 0 | 0 | |
Depreciation expense | 0 | 0 | 0 | |
Amortization of intangible assets and favorable lease commitments | 0 | 0 | 0 | |
Other expenses | 0 | 0 | 0 | |
Operating earnings (loss) | 0 | 0 | 0 | |
Interest expense, net | 0 | 0 | 0 | |
Intercompany royalty charges (income) | 0 | 0 | 0 | |
Foreign currency loss (gain) | 6,192 | 6,192 | ||
Equity in (earnings) loss of subsidiaries | 75,239 | -30,752 | 145,503 | |
Earnings (loss) before income taxes | -69,047 | 30,752 | -139,311 | |
Income tax expense (benefit) | 0 | 0 | 0 | |
Net earnings (loss) | -69,047 | 30,752 | -139,311 | |
Total other comprehensive (loss) earnings | 3,278 | 285 | 6,379 | |
Total comprehensive earnings (loss) | -65,769 | 31,037 | -132,932 | |
Eliminations | Predecessor | ||||
Condensed Consolidating Financial Information | ||||
Revenues | 0 | |||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 0 | |||
Selling, general and administrative expenses (excluding depreciation) | 0 | |||
Income from credit card program | 0 | |||
Depreciation expense | 0 | |||
Amortization of intangible assets and favorable lease commitments | 0 | |||
Other expenses | 0 | |||
Operating earnings (loss) | 0 | |||
Interest expense, net | 0 | |||
Intercompany royalty charges (income) | 0 | |||
Equity in (earnings) loss of subsidiaries | 63,045 | |||
Earnings (loss) before income taxes | -63,045 | |||
Income tax expense (benefit) | 0 | |||
Net earnings (loss) | -63,045 | |||
Total other comprehensive (loss) earnings | -1,324 | |||
Total comprehensive earnings (loss) | ($64,369) |
Condensed_Consolidating_Financ4
Condensed Consolidating Financial Information - Statements of Cash Flow (Details 3) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended |
In Thousands, unless otherwise specified | Feb. 01, 2014 | Jan. 31, 2015 | Nov. 02, 2013 |
Condensed Consolidating Financial Information | |||
Net earnings (loss) | ($84,023) | $28,011 | |
Adjustments to reconcile net earnings (loss) to net cash (used for) provided by operating activities: | |||
Depreciation and amortization expense | 91,379 | 178,558 | |
Deferred income taxes | -60,907 | -43,595 | |
Non-cash charges related to acquisitions | 114,420 | 5,027 | |
Other | 3,582 | 7,119 | |
Intercompany royalty income payable (receivable) | 0 | 0 | |
Equity in (earnings) loss of subsidiaries | 0 | 0 | |
Changes in operating assets and liabilities, net | 55,102 | -53,367 | |
Net cash provided by operating activities | 119,553 | 121,753 | |
CASH FLOWS - INVESTING ACTIVITIES | |||
Capital expenditures | -33,538 | -119,422 | |
Net cash used for investing activities | -3,422,123 | -301,149 | |
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 125,000 | 355,000 | |
Borrowings under senior secured term loan facility | 2,950,000 | 0 | |
Repayment of borrowings | -2,710,471 | -244,713 | |
Intercompany notes (receivable) payable | 0 | ||
Debt issuance costs paid | -147,375 | -265 | |
Cash equity contributions | 1,556,500 | 0 | |
Net cash provided by financing activities | 3,333,654 | 110,022 | |
CASH AND CASH EQUIVALENTS | |||
(Decrease) increase during the period | 31,084 | -69,374 | |
Beginning balance | 116,124 | 196,476 | |
Ending balance | 147,208 | 127,102 | |
Previous senior secured asset-based revolving credit facility | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 0 | 0 | |
Cash Pay Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Proceeds from Unsecured Notes Payable | 960,000 | 0 | |
PIK Toggle Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Proceeds from Unsecured Notes Payable | 600,000 | 0 | |
Predecessor | |||
Condensed Consolidating Financial Information | |||
Net earnings (loss) | -13,098 | ||
Adjustments to reconcile net earnings (loss) to net cash (used for) provided by operating activities: | |||
Depreciation and amortization expense | 48,425 | ||
Deferred income taxes | -6,326 | ||
Non-cash charges related to acquisitions | 0 | ||
Other | 6,525 | ||
Intercompany royalty income payable (receivable) | 0 | ||
Equity in (earnings) loss of subsidiaries | 0 | ||
Changes in operating assets and liabilities, net | -23,215 | ||
Net cash provided by operating activities | 12,311 | ||
CASH FLOWS - INVESTING ACTIVITIES | |||
Capital expenditures | -35,959 | ||
Net cash used for investing activities | -35,959 | ||
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 0 | ||
Borrowings under senior secured term loan facility | 0 | ||
Debt issuance costs paid | 0 | ||
Cash equity contributions | 0 | ||
Net cash provided by financing activities | 3,096 | ||
CASH AND CASH EQUIVALENTS | |||
(Decrease) increase during the period | -20,552 | ||
Beginning balance | 136,676 | ||
Ending balance | 116,124 | ||
Predecessor | Previous senior secured asset-based revolving credit facility | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 130,000 | ||
Predecessor | Cash Pay Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Proceeds from Unsecured Notes Payable | 0 | ||
Predecessor | PIK Toggle Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Proceeds from Unsecured Notes Payable | 0 | ||
Predecessor | Previous senior secured term loan facility | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Repayment of borrowings | -126,904 | ||
Company | |||
Condensed Consolidating Financial Information | |||
Net earnings (loss) | -84,023 | 28,011 | |
Adjustments to reconcile net earnings (loss) to net cash (used for) provided by operating activities: | |||
Depreciation and amortization expense | 0 | 0 | |
Deferred income taxes | 0 | 0 | |
Non-cash charges related to acquisitions | 0 | 0 | |
Other | 0 | 0 | |
Intercompany royalty income payable (receivable) | 0 | 0 | |
Equity in (earnings) loss of subsidiaries | 84,023 | -28,011 | |
Changes in operating assets and liabilities, net | 0 | 0 | |
Net cash provided by operating activities | 0 | 0 | |
CASH FLOWS - INVESTING ACTIVITIES | |||
Capital expenditures | 0 | 0 | |
Net cash used for investing activities | 0 | 0 | |
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 0 | 0 | |
Borrowings under senior secured term loan facility | 0 | ||
Repayment of borrowings | 0 | 0 | |
Intercompany notes (receivable) payable | 0 | ||
Debt issuance costs paid | 0 | 0 | |
Cash equity contributions | 0 | ||
Net cash provided by financing activities | 0 | 0 | |
CASH AND CASH EQUIVALENTS | |||
(Decrease) increase during the period | 0 | 0 | |
Beginning balance | 0 | 0 | |
Ending balance | 0 | 0 | |
Company | Cash Pay Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Proceeds from Unsecured Notes Payable | 0 | ||
Company | PIK Toggle Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Proceeds from Unsecured Notes Payable | 0 | ||
Company | Predecessor | |||
Condensed Consolidating Financial Information | |||
Net earnings (loss) | -13,098 | ||
Adjustments to reconcile net earnings (loss) to net cash (used for) provided by operating activities: | |||
Depreciation and amortization expense | 0 | ||
Deferred income taxes | 0 | ||
Other | 0 | ||
Intercompany royalty income payable (receivable) | 0 | ||
Equity in (earnings) loss of subsidiaries | 13,098 | ||
Changes in operating assets and liabilities, net | 0 | ||
Net cash provided by operating activities | 0 | ||
CASH FLOWS - INVESTING ACTIVITIES | |||
Capital expenditures | 0 | ||
Net cash used for investing activities | 0 | ||
CASH FLOWS - FINANCING ACTIVITIES | |||
Net cash provided by financing activities | 0 | ||
CASH AND CASH EQUIVALENTS | |||
(Decrease) increase during the period | 0 | ||
Beginning balance | 0 | ||
Ending balance | 0 | ||
Company | Predecessor | Previous senior secured asset-based revolving credit facility | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 0 | ||
Company | Predecessor | Previous senior secured term loan facility | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Repayment of borrowings | 0 | ||
NMG | |||
Condensed Consolidating Financial Information | |||
Net earnings (loss) | -84,023 | 21,819 | |
Adjustments to reconcile net earnings (loss) to net cash (used for) provided by operating activities: | |||
Depreciation and amortization expense | 73,168 | 143,177 | |
Deferred income taxes | -60,907 | -42,458 | |
Non-cash charges related to acquisitions | 114,420 | 0 | |
Other | 1,630 | 7,354 | |
Intercompany royalty income payable (receivable) | 40,992 | 79,026 | |
Equity in (earnings) loss of subsidiaries | -53,271 | -117,492 | |
Changes in operating assets and liabilities, net | 81,056 | -15,649 | |
Net cash provided by operating activities | 113,065 | 75,777 | |
CASH FLOWS - INVESTING ACTIVITIES | |||
Capital expenditures | -26,965 | -111,899 | |
Net cash used for investing activities | -3,415,550 | -111,899 | |
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 125,000 | 355,000 | |
Borrowings under senior secured term loan facility | 2,950,000 | ||
Repayment of borrowings | -2,710,471 | -244,713 | |
Intercompany notes (receivable) payable | -150,000 | ||
Debt issuance costs paid | -147,375 | -265 | |
Cash equity contributions | 1,556,500 | ||
Net cash provided by financing activities | 3,333,654 | -39,978 | |
CASH AND CASH EQUIVALENTS | |||
(Decrease) increase during the period | 31,169 | -76,100 | |
Beginning balance | 115,045 | 195,004 | |
Ending balance | 146,214 | 118,904 | |
NMG | Cash Pay Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Proceeds from Unsecured Notes Payable | 960,000 | ||
NMG | PIK Toggle Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Proceeds from Unsecured Notes Payable | 600,000 | ||
NMG | Predecessor | |||
Condensed Consolidating Financial Information | |||
Net earnings (loss) | -13,098 | ||
Adjustments to reconcile net earnings (loss) to net cash (used for) provided by operating activities: | |||
Depreciation and amortization expense | 42,296 | ||
Deferred income taxes | -6,326 | ||
Other | 5,068 | ||
Intercompany royalty income payable (receivable) | 32,907 | ||
Equity in (earnings) loss of subsidiaries | -76,143 | ||
Changes in operating assets and liabilities, net | 21,469 | ||
Net cash provided by operating activities | 6,173 | ||
CASH FLOWS - INVESTING ACTIVITIES | |||
Capital expenditures | -30,051 | ||
Net cash used for investing activities | -30,051 | ||
CASH FLOWS - FINANCING ACTIVITIES | |||
Net cash provided by financing activities | 3,096 | ||
CASH AND CASH EQUIVALENTS | |||
(Decrease) increase during the period | -20,782 | ||
Beginning balance | 135,827 | ||
Ending balance | 115,045 | ||
NMG | Predecessor | Previous senior secured asset-based revolving credit facility | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 130,000 | ||
NMG | Predecessor | Previous senior secured term loan facility | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Repayment of borrowings | -126,904 | ||
Non-Guarantor Subsidiaries | |||
Condensed Consolidating Financial Information | |||
Net earnings (loss) | 53,271 | 117,492 | |
Adjustments to reconcile net earnings (loss) to net cash (used for) provided by operating activities: | |||
Depreciation and amortization expense | 18,211 | 35,381 | |
Deferred income taxes | 0 | -1,137 | |
Non-cash charges related to acquisitions | 0 | 5,027 | |
Other | 1,952 | 5,957 | |
Intercompany royalty income payable (receivable) | -40,992 | -79,026 | |
Equity in (earnings) loss of subsidiaries | 0 | 0 | |
Changes in operating assets and liabilities, net | -25,954 | -37,718 | |
Net cash provided by operating activities | 6,488 | 45,976 | |
CASH FLOWS - INVESTING ACTIVITIES | |||
Capital expenditures | -6,573 | -7,523 | |
Net cash used for investing activities | -6,573 | -189,250 | |
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 0 | 0 | |
Borrowings under senior secured term loan facility | 0 | ||
Repayment of borrowings | 0 | 0 | |
Intercompany notes (receivable) payable | 150,000 | ||
Debt issuance costs paid | 0 | 0 | |
Cash equity contributions | 0 | ||
Net cash provided by financing activities | 0 | 150,000 | |
CASH AND CASH EQUIVALENTS | |||
(Decrease) increase during the period | -85 | 6,726 | |
Beginning balance | 1,079 | 1,472 | |
Ending balance | 994 | 8,198 | |
Non-Guarantor Subsidiaries | Cash Pay Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Proceeds from Unsecured Notes Payable | 0 | ||
Non-Guarantor Subsidiaries | PIK Toggle Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Proceeds from Unsecured Notes Payable | 0 | ||
Non-Guarantor Subsidiaries | Predecessor | |||
Condensed Consolidating Financial Information | |||
Net earnings (loss) | 76,143 | ||
Adjustments to reconcile net earnings (loss) to net cash (used for) provided by operating activities: | |||
Depreciation and amortization expense | 6,129 | ||
Deferred income taxes | 0 | ||
Other | 1,457 | ||
Intercompany royalty income payable (receivable) | -32,907 | ||
Equity in (earnings) loss of subsidiaries | 0 | ||
Changes in operating assets and liabilities, net | -44,684 | ||
Net cash provided by operating activities | 6,138 | ||
CASH FLOWS - INVESTING ACTIVITIES | |||
Capital expenditures | -5,908 | ||
Net cash used for investing activities | -5,908 | ||
CASH FLOWS - FINANCING ACTIVITIES | |||
Net cash provided by financing activities | 0 | ||
CASH AND CASH EQUIVALENTS | |||
(Decrease) increase during the period | 230 | ||
Beginning balance | 849 | ||
Ending balance | 1,079 | ||
Non-Guarantor Subsidiaries | Predecessor | Previous senior secured asset-based revolving credit facility | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 0 | ||
Non-Guarantor Subsidiaries | Predecessor | Previous senior secured term loan facility | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Repayment of borrowings | 0 | ||
Eliminations | |||
Condensed Consolidating Financial Information | |||
Net earnings (loss) | 30,752 | -139,311 | |
Adjustments to reconcile net earnings (loss) to net cash (used for) provided by operating activities: | |||
Depreciation and amortization expense | 0 | 0 | |
Deferred income taxes | 0 | 0 | |
Non-cash charges related to acquisitions | 0 | 0 | |
Other | 0 | -6,192 | |
Intercompany royalty income payable (receivable) | 0 | 0 | |
Equity in (earnings) loss of subsidiaries | -30,752 | 145,503 | |
Changes in operating assets and liabilities, net | 0 | 0 | |
Net cash provided by operating activities | 0 | 0 | |
CASH FLOWS - INVESTING ACTIVITIES | |||
Capital expenditures | 0 | 0 | |
Net cash used for investing activities | 0 | 0 | |
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 0 | 0 | |
Borrowings under senior secured term loan facility | 0 | ||
Repayment of borrowings | 0 | 0 | |
Intercompany notes (receivable) payable | 0 | ||
Debt issuance costs paid | 0 | 0 | |
Cash equity contributions | 0 | ||
Net cash provided by financing activities | 0 | 0 | |
CASH AND CASH EQUIVALENTS | |||
(Decrease) increase during the period | 0 | 0 | |
Beginning balance | 0 | 0 | |
Ending balance | 0 | 0 | |
Eliminations | Cash Pay Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Proceeds from Unsecured Notes Payable | 0 | ||
Eliminations | PIK Toggle Notes | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Proceeds from Unsecured Notes Payable | 0 | ||
Eliminations | Predecessor | |||
Condensed Consolidating Financial Information | |||
Net earnings (loss) | -63,045 | ||
Adjustments to reconcile net earnings (loss) to net cash (used for) provided by operating activities: | |||
Depreciation and amortization expense | 0 | ||
Deferred income taxes | 0 | ||
Other | 0 | ||
Intercompany royalty income payable (receivable) | 0 | ||
Equity in (earnings) loss of subsidiaries | 63,045 | ||
Changes in operating assets and liabilities, net | 0 | ||
Net cash provided by operating activities | 0 | ||
CASH FLOWS - INVESTING ACTIVITIES | |||
Capital expenditures | 0 | ||
Net cash used for investing activities | 0 | ||
CASH FLOWS - FINANCING ACTIVITIES | |||
Net cash provided by financing activities | 0 | ||
CASH AND CASH EQUIVALENTS | |||
(Decrease) increase during the period | 0 | ||
Beginning balance | 0 | ||
Ending balance | 0 | ||
Eliminations | Predecessor | Previous senior secured asset-based revolving credit facility | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under senior secured asset-based revolving credit facility | 0 | ||
Eliminations | Predecessor | Previous senior secured term loan facility | |||
CASH FLOWS - FINANCING ACTIVITIES | |||
Repayment of borrowings | 0 | ||
Neiman Marcus Group LTD LLC | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | -3,388,585 | 0 | |
Neiman Marcus Group LTD LLC | Predecessor | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | 0 | ||
Neiman Marcus Group LTD LLC | Company | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | 0 | ||
Neiman Marcus Group LTD LLC | NMG | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | -3,388,585 | ||
Neiman Marcus Group LTD LLC | Non-Guarantor Subsidiaries | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | 0 | ||
Neiman Marcus Group LTD LLC | Eliminations | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | 0 | ||
MyTheresa | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | 0 | -181,727 | |
MyTheresa | Predecessor | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | 0 | ||
MyTheresa | Company | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | 0 | ||
MyTheresa | NMG | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | 0 | ||
MyTheresa | Non-Guarantor Subsidiaries | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | -181,727 | ||
MyTheresa | Eliminations | |||
CASH FLOWS - INVESTING ACTIVITIES | |||
Acquisition of business | $0 |