Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jul. 30, 2016 | Sep. 26, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | Neiman Marcus Group LTD LLC | |
Entity Central Index Key | 1,358,651 | |
Current Fiscal Year End Date | --07-30 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-K | |
Document Period End Date | Jul. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 0 | |
Membership Interest Description | The registrant is privately held. There is no trading in the registrant's membership units and therefore an aggregate market value based on the registrant's membership units is not determinable. | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | Yes | |
Entity Current Reporting Status | No | |
Entity Public Float | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jul. 30, 2016 | Aug. 01, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 61,843 | $ 72,974 |
Merchandise inventories | 1,125,325 | 1,154,844 |
Other current assets | 146,878 | 126,169 |
Total current assets | 1,334,046 | 1,353,987 |
Property and equipment, net | 1,588,121 | 1,477,886 |
Favorable lease commitments, net | 985,534 | 1,040,440 |
Other definite-lived intangible assets, net | 451,722 | 521,275 |
Tradenames | 1,807,246 | 2,036,847 |
Goodwill | 2,072,818 | 2,272,483 |
Other assets | 17,401 | 16,844 |
Total assets | 8,256,888 | 8,719,762 |
Current liabilities: | ||
Accounts payable | 317,736 | 342,999 |
Accrued liabilities | 492,646 | 493,278 |
Current portion of long-term debt | 29,426 | 29,426 |
Total current liabilities | 839,808 | 865,703 |
Long-term liabilities: | ||
Long-term debt | 4,584,281 | 4,556,023 |
Deferred income taxes | 1,296,793 | 1,440,377 |
Deferred real estate credits and deferred financing obligations | 127,618 | 45,772 |
Other long-term liabilities | 465,257 | 398,143 |
Total long-term liabilities | 6,473,949 | 6,440,315 |
Membership unit (1 unit issued and outstanding at July 30, 2016 and August 1, 2015) | 0 | 0 |
Member capital | 1,584,216 | 1,584,106 |
Accumulated other comprehensive loss | (115,841) | (51,228) |
Accumulated deficit | (525,244) | (119,134) |
Total member equity | 943,131 | 1,413,744 |
Total liabilities and member equity | $ 8,256,888 | $ 8,719,762 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Jul. 30, 2016 | Aug. 01, 2015 |
Statement of Financial Position [Abstract] | ||
Membership units issued (shares) | 1 | 1 |
Membership units outstanding (shares) | 1 | 1 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
Revenues | $ 3,710,193 | $ 4,949,472 | $ 5,095,087 | |
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 2,562,988 | 3,322,508 | 3,305,478 | |
Selling, general and administrative expenses (excluding depreciation) | 835,006 | 1,117,928 | 1,162,075 | |
Income from credit card program | (40,672) | (60,648) | (52,769) | |
Depreciation expense | 113,334 | 226,868 | 185,550 | |
Amortization of intangible assets | 108,052 | 57,011 | 82,953 | |
Amortization of favorable lease commitments | 40,574 | 54,178 | 54,327 | |
Other expenses | 82,080 | 27,127 | 39,474 | |
Impairment charges | 0 | 466,155 | 0 | |
Operating earnings (loss) | 8,831 | (261,655) | 317,999 | |
Interest expense, net | 232,739 | 285,596 | 289,923 | |
Earnings (loss) before income taxes | (223,908) | (547,251) | 28,076 | |
Income tax expense (benefit) | (89,825) | (141,141) | 13,127 | |
Net earnings (loss) | $ (134,083) | $ (406,110) | $ 14,949 | |
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 | |||
Impairment charges | 0 | |||
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) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
Net earnings (loss) | $ (407,300) | $ 3,800 | $ 7,900 | $ (10,500) | $ (32,900) | $ 19,800 | $ 27,800 | $ 200 | $ (134,083) | $ (406,110) | $ 14,949 | |
Other comprehensive earnings (loss): | ||||||||||||
Foreign currency translation adjustments, net of tax | 0 | (2,282) | (16,886) | |||||||||
Change in unrealized loss on financial instruments, net of tax | (954) | (6,850) | (1,872) | |||||||||
Reclassification of realized loss on financial instruments to earnings, net of tax | 0 | 350 | 0 | |||||||||
Change in unrealized loss on unfunded benefit obligations, net of tax | (16,475) | (55,831) | (15,041) | |||||||||
Total other comprehensive earnings (loss), net of tax | (17,429) | (64,613) | (33,799) | |||||||||
Total comprehensive loss | $ (151,512) | $ (470,723) | $ (18,850) | |||||||||
Predecessor | ||||||||||||
Net earnings (loss) | $ (13,098) | |||||||||||
Other comprehensive earnings (loss): | ||||||||||||
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 earnings (loss), net of tax | 1,324 | |||||||||||
Total comprehensive loss | $ (11,774) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 02, 2013USD ($) | Aug. 02, 2014USD ($) | Jul. 30, 2016USD ($) | Aug. 01, 2015USD ($) | |
CASH FLOWS-OPERATING ACTIVITIES | ||||
Net earnings (loss) | $ (134,083,000) | $ (406,110,000) | $ 14,949,000 | |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization expense | 279,077,000 | 362,629,000 | 347,390,000 | |
Impairment charges | 0 | 466,155,000 | 0 | |
Loss on debt extinguishment | 7,882,000 | 0 | 0 | |
Deferred income taxes | (117,874,000) | (102,841,000) | (69,736,000) | |
Other | 153,606,000 | (11,945,000) | 17,712,000 | |
Net cash provided by operating activities before changes in operating assets and liabilities | 188,608,000 | 307,888,000 | 310,315,000 | |
Changes in operating assets and liabilities, excluding net assets acquired: | ||||
Merchandise inventories | 88,832,000 | 29,046,000 | (52,641,000) | |
Other current assets | 74,480,000 | (20,758,000) | (17,314,000) | |
Accounts payable and accrued liabilities | (57,638,000) | (43,877,000) | (45,756,000) | |
Deferred real estate credits | $ 0 | 5,726,000 | 38,293,000 | 34,708,000 |
Payment of deferred compensation in connection with the Acquisition | (16,623,000) | 0 | 0 | |
Net cash provided by (used for) operating activities | 283,385,000 | 310,592,000 | 229,312,000 | |
CASH FLOWS - INVESTING ACTIVITIES | ||||
Capital expenditures | (138,007,000) | (301,445,000) | (270,468,000) | |
Investment in Asian e-commerce retailer | 35,000,000 | 0 | 0 | |
Net cash used for investing activities | (3,491,592,000) | (302,341,000) | (452,195,000) | |
CASH FLOWS - FINANCING ACTIVITIES | ||||
Borrowings under senior secured asset-based revolving credit facility | 170,000,000 | 555,000,000 | 530,000,000 | |
Repayment of borrowings under senior secured asset-based revolving credit facility | (170,000,000) | (520,000,000) | (400,000,000) | |
Borrowings under senior secured term loan facility | 2,950,000,000 | 0 | 0 | |
Repayment of borrowings under senior secured term loan facility | (22,089,000) | (29,426,000) | (29,427,000) | |
Debt issuance costs paid | (178,606,000) | 0 | (265,000) | |
Cash equity contributions | 1,557,350,000 | 0 | 0 | |
Net cash provided by (used for) financing activities | 3,288,559,000 | (21,611,000) | 100,308,000 | |
CASH AND CASH EQUIVALENTS | ||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 2,229,000 | (927,000) | |
Increase (decrease) during the period | 80,352,000 | (11,131,000) | (123,502,000) | |
Beginning balance | 116,124,000 | 72,974,000 | 196,476,000 | |
Ending balance | 116,124,000 | 196,476,000 | 61,843,000 | 72,974,000 |
Cash paid (received) during the period for: | ||||
Interest | 159,335,000 | 268,657,000 | 267,368,000 | |
Income taxes | (6,769,000) | (19,207,000) | 85,203,000 | |
Non-cash - investing and financing activities: | ||||
Property and equipment acquired through developer financing obligations | 0 | 46,124,000 | 0 | |
Equity contribution from management | 26,756,000 | 0 | 0 | |
Former Asset-Based Revolving Credit Facility | ||||
CASH FLOWS - FINANCING ACTIVITIES | ||||
Borrowings under senior secured asset-based revolving credit facility | 0 | 0 | 0 | |
Former Senior Secured Term Loan Facility | ||||
CASH FLOWS - FINANCING ACTIVITIES | ||||
Repayment of borrowings under senior secured term loan facility | (2,578,096,000) | 0 | 0 | |
Cash Pay Notes | ||||
CASH FLOWS - FINANCING ACTIVITIES | ||||
Borrowings under cash pay notes and PIK toggle notes | 960,000,000 | 0 | 0 | |
PIK Toggle Notes | ||||
CASH FLOWS - FINANCING ACTIVITIES | ||||
Borrowings under cash pay notes and PIK toggle notes | 600,000,000 | 0 | 0 | |
Payment of contingent earn-out obligation | 0 | (27,185,000) | 0 | |
Predecessor | ||||
CASH FLOWS-OPERATING ACTIVITIES | ||||
Net earnings (loss) | (13,098,000) | |||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||
Depreciation and amortization expense | 48,425,000 | |||
Impairment charges | 0 | |||
Loss on debt extinguishment | 0 | |||
Deferred income taxes | (6,326,000) | |||
Other | 6,525,000 | |||
Net cash provided by operating activities before changes in operating assets and liabilities | 35,526,000 | |||
Changes in operating assets and liabilities, excluding net assets acquired: | ||||
Merchandise inventories | (142,417,000) | |||
Other current assets | 12,111,000 | |||
Accounts payable and accrued liabilities | 107,091,000 | |||
Deferred real estate credits | 0 | |||
Payment of deferred compensation in connection with the Acquisition | 0 | |||
Net cash provided by (used for) operating activities | 12,311,000 | |||
CASH FLOWS - INVESTING ACTIVITIES | ||||
Capital expenditures | (35,959,000) | |||
Investment in Asian e-commerce retailer | 0 | |||
Net cash used for investing activities | (35,959,000) | |||
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 | |||
Repayment of borrowings under senior secured term loan facility | 0 | |||
Debt issuance costs paid | 0 | |||
Cash equity contributions | 0 | |||
Net cash provided by (used for) financing activities | 3,096,000 | |||
CASH AND CASH EQUIVALENTS | ||||
Effect of exchange rate changes on cash and cash equivalents | 0 | |||
Increase (decrease) during the period | (20,552,000) | |||
Beginning balance | 136,676,000 | 116,124,000 | ||
Ending balance | 116,124,000 | |||
Cash paid (received) during the period for: | ||||
Interest | 40,789,000 | |||
Income taxes | 7,544,000 | |||
Non-cash - investing and financing activities: | ||||
Property and equipment acquired through developer financing obligations | 0 | |||
Equity contribution from management | 0 | |||
Predecessor | Former Asset-Based Revolving Credit Facility | ||||
CASH FLOWS - FINANCING ACTIVITIES | ||||
Borrowings under senior secured asset-based revolving credit facility | 130,000,000 | |||
Predecessor | Former Senior Secured Term Loan Facility | ||||
CASH FLOWS - FINANCING ACTIVITIES | ||||
Repayment of borrowings under senior secured term loan facility | (126,904,000) | |||
Predecessor | Cash Pay Notes | ||||
CASH FLOWS - FINANCING ACTIVITIES | ||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||
Predecessor | PIK Toggle Notes | ||||
CASH FLOWS - FINANCING ACTIVITIES | ||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||
Payment of contingent earn-out obligation | 0 | |||
Neiman Marcus Group LTD LLC | ||||
CASH FLOWS - INVESTING ACTIVITIES | ||||
Acquisition of business | (3,388,585,000) | 0 | 0 | |
Neiman Marcus Group LTD LLC | Predecessor | ||||
CASH FLOWS - INVESTING ACTIVITIES | ||||
Acquisition of business | 0 | |||
MyTheresa | ||||
CASH FLOWS - INVESTING ACTIVITIES | ||||
Acquisition of business | 0 | (896,000) | (181,727,000) | |
Non-cash - investing and financing activities: | ||||
Contingent earn-out obligation incurred in connection with acquisition of MyTheresa | $ 0 | $ 0 | $ 50,043,000 | |
MyTheresa | Predecessor | ||||
CASH FLOWS - INVESTING ACTIVITIES | ||||
Acquisition of business | 0 | |||
Non-cash - investing and financing activities: | ||||
Contingent earn-out obligation incurred in connection with acquisition of MyTheresa | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'/ MEMBER EQUITY - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated other comprehensive earnings (loss) | Retained earnings (deficit) | Member capital |
Beginning balance (Predecessor) at Aug. 03, 2013 | $ 831,038 | $ 10 | $ 1,005,833 | $ (107,529) | $ (67,276) | |
Increase (Decrease) in Stockholders'/Member Equity | ||||||
Stock-based compensation expense | Predecessor | 2,548 | 2,548 | ||||
Stock option exercises and other | Predecessor | 125 | 125 | ||||
Net earnings (loss) | Predecessor | (13,098) | (13,098) | ||||
Foreign currency translation adjustments, net of tax of $381 and $5,024 in 2016 and 2015 | Predecessor | 0 | |||||
Adjustments for fluctuations in fair market value of financial instruments, net of tax of $4,416, $1,204, $616 and $396 for the fiscal year 2016, 2015, thirty-nine weeks ended August 2, 2014 and thirteen weeks ended November 2, 2013 | Predecessor | 610 | 610 | ||||
Reclassification to earnings, net of tax of ($145) | Predecessor | 224 | 224 | ||||
Change in unfunded benefit obligations, net of tax of$35,997, $9,696, $10,623 and $319 for the fiscal year 2016, 2015, thirty-nine weeks ended August 2, 2014 and thirteen weeks ended November 2, 2013 | Predecessor | 490 | 490 | ||||
Total comprehensive loss | Predecessor | (11,774) | |||||
Ending balance (Predecessor) at Nov. 02, 2013 | 821,937 | $ 10 | $ 1,008,506 | (106,205) | (80,374) | |
Increase (Decrease) in Stockholders'/Member Equity | ||||||
Equity contributions | 1,584,106 | $ 1,584,106 | ||||
Net earnings (loss) | (134,083) | (134,083) | ||||
Foreign currency translation adjustments, net of tax of $381 and $5,024 in 2016 and 2015 | 0 | |||||
Adjustments for fluctuations in fair market value of financial instruments, net of tax of $4,416, $1,204, $616 and $396 for the fiscal year 2016, 2015, thirty-nine weeks ended August 2, 2014 and thirteen weeks ended November 2, 2013 | (954) | (954) | ||||
Reclassification to earnings, net of tax of ($145) | 0 | |||||
Change in unfunded benefit obligations, net of tax of$35,997, $9,696, $10,623 and $319 for the fiscal year 2016, 2015, thirty-nine weeks ended August 2, 2014 and thirteen weeks ended November 2, 2013 | (16,475) | (16,475) | ||||
Total comprehensive loss | (151,512) | |||||
Ending balance at Aug. 02, 2014 | 1,432,594 | (17,429) | (134,083) | 1,584,106 | ||
Increase (Decrease) in Stockholders'/Member Equity | ||||||
Net earnings (loss) | 14,949 | 14,949 | ||||
Foreign currency translation adjustments, net of tax of $381 and $5,024 in 2016 and 2015 | (16,886) | (16,886) | ||||
Adjustments for fluctuations in fair market value of financial instruments, net of tax of $4,416, $1,204, $616 and $396 for the fiscal year 2016, 2015, thirty-nine weeks ended August 2, 2014 and thirteen weeks ended November 2, 2013 | (1,872) | (1,872) | ||||
Reclassification to earnings, net of tax of ($145) | 0 | |||||
Change in unfunded benefit obligations, net of tax of$35,997, $9,696, $10,623 and $319 for the fiscal year 2016, 2015, thirty-nine weeks ended August 2, 2014 and thirteen weeks ended November 2, 2013 | (15,041) | (15,041) | ||||
Total comprehensive loss | (18,850) | |||||
Ending balance at Aug. 01, 2015 | (51,228) | |||||
Ending balance at Aug. 01, 2015 | 1,413,744 | (51,228) | (119,134) | 1,584,106 | ||
Increase (Decrease) in Stockholders'/Member Equity | ||||||
Stock option exercises and other | 110 | 110 | ||||
Net earnings (loss) | (406,110) | (406,110) | ||||
Foreign currency translation adjustments, net of tax of $381 and $5,024 in 2016 and 2015 | (2,282) | (2,282) | ||||
Adjustments for fluctuations in fair market value of financial instruments, net of tax of $4,416, $1,204, $616 and $396 for the fiscal year 2016, 2015, thirty-nine weeks ended August 2, 2014 and thirteen weeks ended November 2, 2013 | (6,850) | (6,850) | ||||
Reclassification to earnings, net of tax of ($145) | 350 | 350 | ||||
Change in unfunded benefit obligations, net of tax of$35,997, $9,696, $10,623 and $319 for the fiscal year 2016, 2015, thirty-nine weeks ended August 2, 2014 and thirteen weeks ended November 2, 2013 | (55,831) | (55,831) | ||||
Total comprehensive loss | (470,723) | |||||
Ending balance at Jul. 30, 2016 | (115,841) | |||||
Ending balance at Jul. 30, 2016 | $ 943,131 | $ (115,841) | $ (525,244) | $ 1,584,216 |
CONSOLIDATED STATEMENTS OF STO8
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'/ MEMBER EQUITY (PARENTHETICAL) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
Foreign currency translation adjustments, tax | $ 381 | $ 5,024 | ||
Adjustments for fluctuations in fair market value of financial instruments, tax | $ 616 | 4,416 | 1,204 | |
Change in unfunded benefit obligations, tax | $ 10,623 | $ 35,997 | $ 9,696 | |
Predecessor | ||||
Adjustments for fluctuations in fair market value of financial instruments, tax | $ (396) | |||
Reclassification to earnings, tax | (145) | |||
Change in unfunded benefit obligations, tax | $ (319) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jul. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION Neiman Marcus Group LTD LLC (the "Company") is a luxury omni-channel retailer conducting store and online operations principally under the Neiman Marcus, Bergdorf Goodman, Last Call and MyTheresa brand names. References to “we,” “our” and “us” are used to refer to the Company or collectively 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 Neiman Marcus Group, Inc. (f/k/a 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 entities affiliated with Ares Management, L.P. and Canada Pension Plan Investment Board (together, the "Sponsors") and certain co-investors. Previously, the Company was a subsidiary of Newton Holding, LLC, which was controlled by investment funds affiliated with TPG Global, LLC (collectively with its affiliates, "TPG") and Warburg Pincus LLC (together with TPG, the "Former Sponsors"). 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"). The Company’s operations are conducted through its direct wholly owned subsidiary, The Neiman Marcus Group LLC ("NMG"). In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. The operations of MyTheresa are conducted primarily through the mytheresa.com website. The accompanying Consolidated Financial Statements set forth financial information of the Company and its subsidiaries on a consolidated basis and 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 (i) fiscal year 2016 relate to the fifty-two weeks ended July 30, 2016 , (ii) fiscal year 2015 relate to the fifty-two weeks ended August 1, 2015 and (iii) fiscal year 2014 relate to the fifty-two weeks ended August 2, 2014 (consisting of the thirty-nine weeks ended August 2, 2014 of the Successor and the thirteen weeks ended November 2, 2013 of the Predecessor). Certain prior period balances have been reclassified to conform to the current period presentation due primarily to our adoption of recent accounting pronouncements related to the presentation of debt issuance costs and deferred income taxes. ESTIMATES AND CRITICAL ACCOUNTING POLICIES We are required to make estimates and assumptions about future events in preparing our financial statements in conformity with generally accepted accounting principles ("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 accompanying 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 assumptions on an ongoing basis and predicate those estimates and assumptions on historical experience and on various other factors that we believe are reasonable under the circumstances. We make adjustments to our estimates and assumptions when facts and circumstances dictate. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates and assumptions used in preparing the accompanying Consolidated Financial Statements. Purchase Accounting. We account for acquisitions in accordance with the provisions of Accounting Standards Codification ("ASC") Topic 805, Business Combinations , whereby the purchase price paid to effect the acquisitions was allocated to state the acquired assets and liabilities at fair value. The Acquisition and the 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. The MyTheresa acquisition and the allocation of the purchase price were recorded for accounting purposes as of November 1, 2014, the end of our first quarter of fiscal year 2015. In connection with the allocations of the purchase price, 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, which resulted in increases in the carrying value of our property and equipment and inventory, the revaluation of intangible assets for our tradenames, customer lists and favorable lease commitments, the revaluation of our long-term benefit plan obligations and, with respect to the MyTheresa acquisition, the recording of our contingent earn-out obligation at estimated fair value, among other things. Fair Value Measurements. Certain of our assets and liabilities are required to be measured at fair value on a recurring basis. 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. Cash and Cash Equivalents. Cash and cash equivalents primarily consist of cash on hand in our stores, deposits with banks and overnight investments with banks and financial institutions. Cash equivalents are stated at cost, which approximates fair value. Our cash management system provides for the reimbursement of all major bank disbursement accounts on a daily basis. Accounts payable includes outstanding checks not yet presented for payment of $47.4 million at July 30, 2016 and $57.3 million at August 1, 2015 . Merchandise Inventories and Cost of Goods Sold. We utilize the retail inventory method of accounting. Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are determined by applying a calculated cost-to-retail ratio, for various groupings of similar items, to the retail value of our inventories. The cost of the inventory reflected in the Consolidated Financial Statements is decreased by charges to cost of goods sold at average cost and the retail value of the inventory is lowered through the use of markdowns. Earnings are negatively impacted when merchandise is marked down. As we adjust the retail value of our inventories through the use of markdowns to reflect market conditions, our merchandise inventories are stated at the lower of cost or market. The areas requiring significant management judgment related to the valuation of our inventories include (i) setting the original retail value for the merchandise held for sale, (ii) recognizing merchandise for which the customer’s perception of value has declined and appropriately marking the retail value of the merchandise down to the perceived value and (iii) estimating the shrinkage that has occurred between physical inventory counts. These judgments and estimates, coupled with the averaging processes within the retail method, can, under certain circumstances, produce varying financial results. Factors that can lead to different financial results include (i) determination of original retail values for merchandise held for sale, (ii) identification of declines in perceived value of inventories and processing the appropriate retail value markdowns and (iii) overly optimistic or conservative estimation of shrinkage. In prior years, we have not made material changes to our estimates of shrinkage or markdown requirements on inventories held as of the end of our fiscal years. Consistent with industry business practice, we receive allowances from certain of our vendors in support of the merchandise we purchase for resale. Certain allowances are received to reimburse us for markdowns taken or to support the gross margins that we earn in connection with the sales of the vendor’s merchandise. These allowances result in an increase to gross margin when we earn the allowances and they are approved by the vendor. Other allowances we receive represent reductions to the amounts we pay to acquire the merchandise. These allowances reduce the cost of the acquired merchandise and are recognized at the time the goods are sold. The amounts of vendor allowances we receive fluctuate based partially on the level of markdowns taken and did not have a significant impact on the year-over-year change in gross margin during fiscal years 2016 , 2015 or 2014 . We received vendor allowances of $100.8 million in fiscal year 2016 , $94.8 million in fiscal year 2015 , $88.5 million for the thirty-nine weeks ended August 2, 2014 and $5.0 million for the thirteen weeks ended November 2, 2013. We obtain certain merchandise, primarily precious jewelry, on a consignment basis to expand our product assortment. Consignment merchandise held by us with a cost basis of $416.5 million at July 30, 2016 and $399.0 million at August 1, 2015 is not reflected in our Consolidated Balance Sheets. Cost of goods sold also includes delivery charges we pay to third party carriers and other costs related to the fulfillment of customer orders not delivered at the point-of-sale. Long-lived Assets. Property and equipment are stated at cost less accumulated depreciation. In connection with the Acquisition, the cost basis of the acquired property and equipment was adjusted to its estimated fair value. For financial reporting purposes, we compute depreciation principally using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are depreciated over five to 30 years while fixtures and equipment are depreciated over three to 15 years . Leasehold improvements are amortized over the shorter of the asset life or the lease term (which may include renewal periods when exercise of the renewal option is at our discretion and exercise of the renewal option is considered reasonably assured). Costs incurred for the development of internal computer software are capitalized and amortized using the straight-line method over three to ten years . We assess the recoverability of the carrying values of our store assets, consisting of property and equipment, customer lists and favorable lease commitments, annually and upon the occurrence of certain events. The recoverability assessment with respect to our long-lived assets is performed at the store level. This assessment is based upon the comparison of the undiscounted cash flows anticipated to be generated from the store to the net carrying value of the store assets. To the extent the undiscounted store-level cash flows are not sufficient to recover the net carrying value of the store assets, the assets are impaired and written down to their estimated fair value based upon discounted future cash flows. Based upon the review of our store-level assets conducted in fiscal year 2016, we identified certain property and equipment and other definite-lived intangible assets to be impaired by $38.1 million . The recoverability assessment related to store-level assets requires judgments and estimates of future revenues, gross margin rates and store expenses. We base these estimates upon our past and expected future performance. We believe our estimates are appropriate in light of current and future market conditions and the best information available at the assessment date. However, future impairment charges could be required if we do not achieve our current revenue or cash flow projections. Intangible Assets Subject to Amortization. Prior to the Acquisition, Predecessor definite-lived intangible assets, primarily customer lists, were amortized over their estimated useful lives, ranging from four to 24 years (weighted average life of 13 years from the October 6, 2005 acquisition by the Former Sponsors). Predecessor favorable lease commitments were amortized over the remaining lives of the leases, ranging from nine to 49 years (weighted average life of 33 years from the October 6, 2005 acquisition by the Former Sponsors). Subsequent to the Acquisition and the MyTheresa acquisition, Successor 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 six to 16 years (weighted average life of 13 years from the respective acquisition dates). Successor favorable lease commitments are amortized straight-line over the remaining lives of the leases, ranging from four to 55 years (weighted average life of 30 years from the acquisition dates). Total amortization of all intangible assets recorded in connection with acquisitions for the next five fiscal years is currently estimated as follows (in thousands): 2017 $ 104,045 2018 98,183 2019 95,123 2020 88,428 2021 82,538 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. The recoverability assessment with respect to each of the tradenames used in our operations requires us to estimate the fair value of the asset as of the assessment date. Such determination is made using discounted cash flow techniques (Level 3 determination of fair value). Significant inputs to the valuation model include: • future revenue and profitability projections associated with the tradename; • estimated market royalty rates that could be derived from the licensing of our tradenames to third parties in order to establish the cash flows accruing to the benefit of the Company as a result of our ownership of our tradenames; and • rate used to discount the estimated royalty cash flow projections to their present value (or estimated fair value). If the recorded carrying value of the tradename exceeds its estimated fair value, an impairment charge is recorded to write the tradename down to its estimated fair value. Based upon the review of our tradenames in fiscal year 2016, we determined certain of our tradenames were impaired and recorded impairment charges aggregating $228.9 million . The assessment of the recoverability of the goodwill associated with our Neiman Marcus, Bergdorf Goodman and MyTheresa reporting units involves a two-step process. The first step requires the comparison of the estimated enterprise fair value of each of our reporting units to its recorded carrying value. We estimate the enterprise fair value based on discounted cash flow techniques (Level 3 determination of fair value). Significant inputs to the valuation model include: • estimated future cash flows; • growth assumptions for future revenues as well as future gross margin rates, expense rates, capital expenditures and other estimates; and • rate, based on our estimated weighted average cost of capital, used to discount our estimated future cash flow projections to their present value (or estimated fair value). If the recorded carrying value of a reporting unit exceeds its estimated enterprise fair value in the first step, a second step is performed in which we allocate the enterprise fair value to the fair value of the reporting unit’s net assets. The second step of the impairment testing process requires, among other things, the estimation of the fair values of substantially all of our tangible and intangible assets. Any enterprise fair value in excess of amounts allocated to such net assets represents the implied fair value of goodwill for that reporting unit. If the recorded goodwill balance for a reporting unit exceeds the implied fair value of goodwill, an impairment charge is recorded to write goodwill down to its fair value. Based upon the review of our recorded goodwill balances in fiscal year 2016, we determined that certain of our goodwill balances were impaired and recorded impairment charges aggregating $199.2 million . The impairment testing process related to our indefinite-lived intangible assets is subject to inherent uncertainties and subjectivity. The use of different assumptions, estimates or judgments with respect to the estimation of the projected future cash flows and the determination of the discount rate used to reduce such projected future cash flows to their net present value could materially increase or decrease any related impairment charge. We believe our estimates are appropriate based upon current and future market conditions and the best information available at the assessment date. However, future impairment charges could be required if we do not achieve our current cash flow, revenue and profitability projections, market royalty rates decrease or the weighted average cost of capital increases. Leases. We lease a significant portion of our retail stores and office facilities. Stores we own are often subject to ground leases. The terms of our real estate leases, including renewal options, range from ten to 130 years. Most leases provide for fixed monthly minimum rentals or contingent rentals based upon sales in excess of stated amounts and normally require us to pay real estate taxes, insurance, common area maintenance costs and other occupancy costs. For leases that contain predetermined, fixed calculations of minimum rentals, we recognize rent expense on a straight-line basis over the lease term. We recognize contingent rent expenses when it is probable that the sales thresholds will be reached during the year. We typically receive cash allowances from developers related to the construction of our stores. We record these allowances as deferred real estate credits, which we recognize as a reduction of rent expense on a straight-line basis over the lease term beginning with the date we take possession of the leased asset. We received construction allowances aggregating $38.3 million in fiscal year 2016 , $34.7 million in fiscal year 2015 , $5.7 million for the thirty-nine weeks ended August 2, 2014 and none for the thirteen weeks ended November 2, 2013. In some cases, a developer will construct a retail store to our requirements pursuant to a lease agreement between the developer and the Company. Typically, the lease agreement provides for the construction and financing of the store shell by the developer and our subsequent construction and financing of the interior finish-out of the store. Since we are involved in the construction of the leased store in these types of arrangements, we must consider the nature and extent of our involvement during the construction period which, in some cases, may result in us being deemed the accounting owner of the construction project. In such cases, ASC Topic 840, Leases , ("ASC Topic 840") requires that we record an asset for the developer's construction costs related to the store shell (included in construction in progress) and recognize an offsetting deferred financing obligation. Upon completion of the project, we perform a sale-leaseback analysis to determine if these assets and the related financing obligation can be derecognized from our Consolidated Balance Sheets. In fiscal year 2016, we capitalized costs incurred by a developer aggregating $46.1 million related to a retail store under construction. Benefit Plans. We sponsor a defined benefit pension plan ("Pension Plan"), an unfunded supplemental executive retirement plan ("SERP Plan") which provides certain employees additional pension benefits and a postretirement plan providing eligible employees limited postretirement health care benefits ("Postretirement Plan"). In calculating our obligations and related expense, we make various assumptions and estimates, after consulting with outside actuaries and advisors. The annual determination of expense involves calculating the estimated total benefits ultimately payable to plan participants. We use the traditional unit credit method in recognizing pension liabilities. The Pension Plan, SERP Plan and Postretirement Plan are valued as of the end of each fiscal year. As of the third quarter of fiscal year 2010, benefits offered to all employees under our Pension Plan and SERP Plan were frozen. Significant assumptions related to the calculation of our obligations include the discount rates used to calculate the present value of benefit obligations to be paid in the future, the expected long-term rate of return on assets held by the Pension Plan and the health care cost trend rate for the Postretirement Plan, as more fully described in Note 12 of the Notes to Consolidated Financial Statements. We review these assumptions annually based upon currently available information, including information provided by our actuaries. Our obligations related to our employee benefit plans are included in other long-term liabilities. Self-insurance and Other Employee Benefit Reserves. We use estimates in the determination of the required accruals for general liability, workers’ compensation and health insurance. We base these estimates upon an examination of historical trends, industry claims experience and independent actuarial estimates. Although we do not expect that we will ultimately pay claims significantly different from our estimates, self-insurance reserves could be affected if future claims experience differs significantly from our historical trends and assumptions. Derivative Financial Instruments. We enter into derivative financial instruments, primarily interest rate cap and swap agreements, to hedge the variability of our cash flows related to a portion of our floating rate indebtedness. The derivative financial instruments are recorded at estimated fair value at each balance sheet date and included in assets or liabilities in our Consolidated Balance Sheets. Revenues. Revenues include sales of merchandise and services and delivery and processing revenues related to merchandise sold. Revenues are recognized at the later of the point of sale or the delivery of goods to the customer. Revenues associated with gift cards are recognized at the time of redemption by the customer. Revenues exclude sales taxes collected from our customers. Delivery and processing revenues were $50.6 million in fiscal year 2016 , $50.1 million in fiscal year 2015 , $38.0 million for the thirty-nine weeks ended August 2, 2014 and $14.8 million for the thirteen weeks ended November 2, 2013. Revenues are reduced when customers return goods previously purchased. We maintain reserves for anticipated sales returns primarily based on our historical trends related to returns by our customers. Our reserves for anticipated sales returns were $45.3 million at July 30, 2016 and $44.0 million at August 1, 2015 . Between 2005 and 2014, we created and maintained e‑commerce websites pursuant to contractual arrangements with certain designers. Pursuant to these arrangements, we purchased and maintained inventory from such designers that was showcased on their respective websites and bore all responsibilities related to the fulfillment of goods purchased on such websites. All of these contractual arrangements expired by the end of the first quarter of fiscal year 2015 and were not renewed. Revenues generated from the operation of the designer websites were $4.7 million in fiscal year 2015, $70.0 million for the thirty‑nine weeks ended August 2, 2014 and $13.5 million for the thirteen weeks ended November 2, 2013. Buying and Occupancy Costs. Our buying costs consist primarily of salaries and expenses incurred by our merchandising and buying operations. Occupancy costs primarily include rent, property taxes and operating costs of our retail, distribution and support facilities and exclude depreciation expense. Selling, General and Administrative Expenses (excluding depreciation). Selling, general and administrative expenses consist principally of costs related to employee compensation and benefits in the selling and administrative support areas and advertising and marketing costs. We receive allowances from certain merchandise vendors in connection with compensation programs for employees who sell the vendors’ merchandise. These allowances are netted against the related compensation expenses that we incur. Amounts received from vendors related to compensation programs were $70.3 million in fiscal year 2016 , $76.4 million in fiscal year 2015 , $55.4 million for the thirty-nine weeks ended August 2, 2014 and $18.5 million for the thirteen weeks ended November 2, 2013. Consistent with industry practice, we receive advertising allowances from certain of our merchandise vendors. Substantially all the advertising allowances we receive represent reimbursements of direct, specific and incremental costs that we incur to promote the vendor’s merchandise in connection with our various advertising programs, primarily catalogs and other print media and digital media. Advertising allowances fluctuate based on the level of advertising expenses incurred and are recorded as a reduction of our advertising costs when earned. Advertising allowances were approximately $54.8 million in fiscal year 2016 , $55.0 million in fiscal year 2015 , $31.4 million for the thirty-nine weeks ended August 2, 2014 and $20.0 million for the thirteen weeks ended November 2, 2013. We incur costs to advertise and promote the merchandise assortment offered through our store and online operations. We expense advertising costs for print media costs and promotional materials mailed to our customers at the time of mailing to the customer. We amortize the costs of print catalogs during the periods we expect to generate revenues from such catalogs, generally three to six months . We expense the costs incurred to produce the photographic content on our websites, as well as website design and web marketing costs, as incurred. Net marketing and advertising expenses were $178.9 million in fiscal year 2016 , $165.7 million in fiscal year 2015 , $109.7 million for the thirty-nine weeks ended August 2, 2014 and $34.6 million for the thirteen weeks ended November 2, 2013. Stock Compensation. At the date of grant, the stock option exercise price equals or exceeds the fair market value of Parent's common stock. Because Parent is privately held and there is no public market for its common stock, the fair market value of Parent's common stock is determined by the Board of Directors of Parent (the "Parent Board") or the Compensation Committee, as applicable, at the time option grants are awarded. The estimate of the fair market value of Parent's common stock utilizes both discounted cash flow techniques and the review of market data and involves assumptions regarding a number of complex and subjective variables. Significant inputs to the common stock valuation model include: • future revenue, cash flow and/or profitability projections; • growth assumptions for future revenues as well as future gross margin rates, expense rates, capital expenditures and other estimates; • rates, based on our estimated weighted average cost of capital, used to discount the estimated cash flow projections to their present value (or estimated fair value); • recent transactions and valuation multiples for publicly held companies deemed similar to Parent; • economic conditions and other factors deemed material to the valuation process; and • valuations of Parent performed by third parties. 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. 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. We recognize income from our credit card program when earned. Gift Cards. The gift cards sold to our customers have no stated expiration dates and, in some cases, are subject to actual and/or potential escheatment rights in various of the jurisdictions in which we operate. Unredeemed gift cards were $44.3 million at July 30, 2016 and $43.0 million at August 1, 2015 . We recognized gift card breakage of $1.3 million in fiscal year 2016 , $1.4 million in fiscal year 2015 , $1.3 million for the thirty-nine weeks ended August 2, 2014 and $0.3 million for the thirteen weeks ended November 2, 2013 as a component of revenues. Loyalty Program. We maintain a customer loyalty program in which customers earn points for qualifying purchases. Upon reaching specified levels, points are redeemed for awards, primarily gift cards. The estimates of the costs associated with the loyalty program require us to make assumptions related to customer purchasing levels and redemption rates. At the time the qualifying sales giving rise to the loyalty program points are made, we defer the portion of the revenues on the qualifying sales transactions equal to the estimated retail value of the gift cards to be redeemed upon conversion of the earned points to gift cards. We record the deferral of revenues related to gift card awards under our loyalty program as a reduction of revenues. Income Taxes. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We are routinely under audit by federal, state or local authorities in the area of income taxes. We regularly evaluate the likelihood of realization of tax benefits derived from positions we have taken in various federal and state filings after consideration of all relevant facts, circumstances and available information. If we believe it is more likely than not that our position will be sustained, we recognize the benefit we believe is cumulatively greater than 50% likely to be realized. Foreign Currency. We translate the assets and liabilities denominated in a foreign currency into U.S. dollars using the exchange rate in effect at the balance sheet date. Revenues and expenses are translated into U.S. dollars using weighted average exchange rates during the year. We record these translation adjustments as a component of accumulated other comprehensive loss on the Consolidated Balance Sheets. Segments. We conduct our specialty retail store and online operations on an omni-channel basis. As our store and online operations have similar economic characteristics, products, services and customers, our operations constitute a single omni-channel reportable segment. Newly |
THE ACQUISITION THE ACQUISITION
THE ACQUISITION THE ACQUISITION | 12 Months Ended |
Jul. 30, 2016 | |
Business Combinations [Abstract] | |
The Acquisition | THE ACQUISITION The Acquisition was completed on October 25, 2013 and was financed by: • borrowings of $75.0 million under the senior secured asset-based revolving credit facility (as amended, the "Asset-Based Revolving Credit Facility"); • borrowings of $2,950.0 million under the senior secured term loan facility (as amended, 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 • $1,584.1 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 the former $700.0 million senior secured asset-based revolving credit facility (the "Former Asset-Based Revolving Credit Facility"); and • the termination of the 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 accounted for the Acquisition in accordance with the provisions of FASB ASC 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. In connection with the allocation of the purchase price, 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 August 2, 2014, we recorded 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. The purchase price was allocated as follows (in millions): Consideration payable to former equity holders (including $26.8 million management rollover) $ 3,382.7 Capitalized transaction costs 32.7 Total consideration paid to effect the Acquisition 3,415.4 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 of historical deferred lease credits 102.3 (6) Write-off of historical debt issuance costs (31.3 ) (7) Write-off of historical goodwill (1,263.4 ) (8) Settlement of unvested Predecessor stock options (Note 15) 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 1,266.8 Excess purchase price related to the Acquisition recorded as goodwill $ 2,148.6 MYTHERESA ACQUISITION In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. The operations of MyTheresa are conducted primarily through the mytheresa.com website. 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 to the sellers aggregating up to €55.0 million based on operating performance for calendar years 2015 and 2016. In April 2016, we paid $29.8 million , or €26.5 million , to the sellers as a result of MyTheresa's operating performance for calendar year 2015. The estimated fair value of the remaining earn-out obligation related to operating performance for calendar year 2016 was $26.3 million , or €23.8 million , at July 30, 2016 . MyTheresa results of operations are included in our consolidated results of operations beginning in the second quarter of fiscal year 2015. |
MYTHERESA ACQUISITION
MYTHERESA ACQUISITION | 12 Months Ended |
Jul. 30, 2016 | |
Business Combinations [Abstract] | |
MyTheresa Acquisition | THE ACQUISITION The Acquisition was completed on October 25, 2013 and was financed by: • borrowings of $75.0 million under the senior secured asset-based revolving credit facility (as amended, the "Asset-Based Revolving Credit Facility"); • borrowings of $2,950.0 million under the senior secured term loan facility (as amended, 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 • $1,584.1 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 the former $700.0 million senior secured asset-based revolving credit facility (the "Former Asset-Based Revolving Credit Facility"); and • the termination of the 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 accounted for the Acquisition in accordance with the provisions of FASB ASC 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. In connection with the allocation of the purchase price, 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 August 2, 2014, we recorded 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. The purchase price was allocated as follows (in millions): Consideration payable to former equity holders (including $26.8 million management rollover) $ 3,382.7 Capitalized transaction costs 32.7 Total consideration paid to effect the Acquisition 3,415.4 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 of historical deferred lease credits 102.3 (6) Write-off of historical debt issuance costs (31.3 ) (7) Write-off of historical goodwill (1,263.4 ) (8) Settlement of unvested Predecessor stock options (Note 15) 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 1,266.8 Excess purchase price related to the Acquisition recorded as goodwill $ 2,148.6 MYTHERESA ACQUISITION In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. The operations of MyTheresa are conducted primarily through the mytheresa.com website. 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 to the sellers aggregating up to €55.0 million based on operating performance for calendar years 2015 and 2016. In April 2016, we paid $29.8 million , or €26.5 million , to the sellers as a result of MyTheresa's operating performance for calendar year 2015. The estimated fair value of the remaining earn-out obligation related to operating performance for calendar year 2016 was $26.3 million , or €23.8 million , at July 30, 2016 . MyTheresa results of operations are included in our consolidated results of operations beginning in the second quarter of fiscal year 2015. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jul. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The following table shows the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis in our Consolidated Balance Sheets: Fair Value Hierarchy July 30, August 1, (in thousands) (Successor) (Successor) Assets: Interest rate caps (included in long-term assets) Level 2 $ — $ 21 Liabilities: Interest rate swaps (included in other long-term liabilities) Level 2 $ 13,167 $ — Contingent earn-out obligation (included in accrued liabilities) Level 3 26,264 27,876 Contingent earn-out obligation (included in other long-term liabilities) Level 3 — 23,375 Stock-based award liability (included in other long-term liabilities) Level 3 5,500 15,873 The fair value of the interest rate caps and interest rate swaps 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 based upon the forecasted operating performance of MyTheresa and a discount rate that captured 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. Because Parent is privately held and there is no public market for its common stock, the fair market value of Parent's common stock is determined by the Parent Board or the Compensation Committee, as applicable. In determining the fair market value of Parent's common stock, the Parent Board or the Compensation Committee, as applicable, considers such factors as any recent transactions involving Parent's common stock, the Company’s actual and projected financial results, the principal amount of the Company’s indebtedness, valuations of the Company performed by third parties and other factors it believes are material to the valuation process. Significant inputs to the common stock valuation model are updated as applicable and the carrying value of the obligation is adjusted 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: July 30, 2016 (Successor) August 1, 2015 (in thousands) Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value Long-term debt: Asset-Based Revolving Credit Facility Level 2 $ 165,000 $ 165,000 $ 130,000 $ 130,000 Senior Secured Term Loan Facility Level 2 2,869,059 2,705,896 2,898,485 2,887,616 Cash Pay Notes Level 2 960,000 818,995 960,000 1,021,200 PIK Toggle Notes Level 2 600,000 480,000 600,000 639,120 2028 Debentures Level 2 122,463 120,325 122,250 124,531 We estimated the fair value of long-term debt using (i) prevailing market rates for debt of similar remaining maturities and credit risk for the Senior Secured Credit Facilities and (ii) 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. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Jul. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | PROPERTY AND EQUIPMENT, NET The significant components of our net property and equipment are as follows: July 30, August 1, (in thousands) (Successor) (Successor) Land, buildings and improvements $ 1,237,568 $ 1,126,848 Fixtures and equipment 699,469 516,463 Construction in progress 201,903 131,966 2,138,940 1,775,277 Less: accumulated depreciation 550,819 297,391 Property and equipment, net $ 1,588,121 $ 1,477,886 Included in construction in progress at July 30, 2016 are $46.1 million of capitalized costs incurred by a developer to construct the shell of a building that we will lease and operate as a retail store upon completion of construction. We are deemed to be the owner of the building shell for accounting purposes and are therefore required to recognize an asset for a developer's construction costs related to the store shell and an offsetting deferred financing obligation. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Jul. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | GOODWILL AND INTANGIBLE ASSETS, NET The significant components of our intangible assets and goodwill are as follows: (in thousands) Favorable Lease Commitments Other Definite-lived Intangible Assets Tradenames Goodwill Successor: Balance at August 2, 2014 $ 1,094,767 $ 587,519 $ 1,970,698 $ 2,148,627 Additions — 18,751 74,754 139,968 Amortization (54,327 ) (82,953 ) — — Foreign currency translation adjustment — (2,042 ) (8,605 ) (16,112 ) Balance at August 1, 2015 $ 1,040,440 $ 521,275 $ 2,036,847 $ 2,272,483 Amortization (54,178 ) (57,011 ) — — Impairment of goodwill and intangible assets — (12,433 ) (228,877 ) (199,218 ) Foreign currency translation adjustment — (109 ) (724 ) (447 ) Write-offs related to facility closures and other (728 ) — — — Balance at July 30, 2016 $ 985,534 $ 451,722 $ 1,807,246 $ 2,072,818 Total accumulated amortization at July 30, 2016 $ 149,119 $ 248,247 |
IMPAIRMENT CHARGES
IMPAIRMENT CHARGES | 12 Months Ended |
Jul. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment Charges | IMPAIRMENT CHARGES We experienced declines in our operating results in fiscal year 2016. We believe our operating results in fiscal year 2016 were adversely impacted by a number of factors including, among other things: • volatility in domestic and global economic conditions; • national and global geo-political uncertainty; • the strengthening of the U.S. dollar against international currencies, most notably the Euro and British pound, and a resulting decrease in tourism and spending by international customers; and • a significant decline in the global price of crude oil and the resulting impact on stakeholders in the oil and gas industries. Based upon our assessment of current economic conditions, our expectations of future business conditions and trends and our projected revenues, earnings and cash flows, we determined certain of our property and equipment, other definite-lived intangible assets, tradenames and goodwill to be impaired and recorded impairment charges in the fourth quarter of fiscal year 2016 aggregating $466.2 million , as follows (in thousands): Tradenames $ 228,877 Goodwill 199,218 Property and equipment 25,627 Other definite-lived intangible assets 12,433 Total $ 466,155 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Jul. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES The significant components of accrued liabilities are as follows: July 30, August 1, (in thousands) (Successor) (Successor) Accrued salaries and related liabilities $ 65,866 $ 69,928 Amounts due customers 133,000 130,859 Self-insurance reserves 36,197 37,943 Interest payable 59,781 61,072 Sales returns reserves 45,336 44,046 Sales taxes payable 23,636 26,322 Contingent earn-out obligation 26,264 27,876 Other 102,566 95,232 Total $ 492,646 $ 493,278 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Jul. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT The significant components of our long-term debt are as follows: Interest Rate July 30, August 1, (in thousands) (Successor) (Successor) Asset-Based Revolving Credit Facility variable $ 165,000 $ 130,000 Senior Secured Term Loan Facility variable 2,869,059 2,898,485 Cash Pay Notes 8.00% 960,000 960,000 PIK Toggle Notes 8.75%/9.50% 600,000 600,000 2028 Debentures 7.125% 122,463 122,250 Total debt 4,716,522 4,710,735 Less: unamortized debt issuance costs (102,815 ) (125,286 ) Less: current portion of Senior Secured Term Loan Facility (29,426 ) (29,426 ) Long-term debt $ 4,584,281 $ 4,556,023 Asset-Based Revolving Credit Facility . On October 25, 2013, the Company entered into a credit agreement and related security and other agreements for the Asset-Based Revolving Credit Facility. At July 30, 2016 , the Asset-Based Revolving Credit Facility provided for a maximum committed borrowing capacity of $900.0 million . The Asset-Based Revolving Credit Facility matures on October 25, 2018. At July 30, 2016 , we had $165.0 million of borrowings outstanding under this facility, no outstanding letters of credit and $645.0 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. To the extent that excess availability is not equal to or greater 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 , we will be required to maintain a fixed charge coverage ratio. 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 $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 July 30, 2016 , 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% and (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 July 30, 2016 ). 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 average 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 1.92% at July 30, 2016 . In addition, we are required to pay a commitment fee in respect of unused commitments at a rate of 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 aggregate revolving commitments 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 excess availability 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 for a period of five or more consecutive business days, funds held in a collection account maintained with the agent would be applied to repay the loans and other obligations and 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. The 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. At July 30, 2016 , the assets of non-guarantor subsidiaries, primarily NMG Germany GmbH (through which we conduct the operations of MyTheresa), were $288.1 million , or 3.5% 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, including: • a first-priority security interest in personal property consisting of inventory and related accounts, cash, deposit accounts, all payments received by the Company or the subsidiary guarantors from credit card clearinghouses and processors or otherwise in respect of all credit card charges for sales of inventory by the Company and the subsidiary guarantors, certain related assets and proceeds of the foregoing; • a second-priority pledge of 100% of the Company’s capital stock and certain of the capital stock held by Holdings, the Company or any subsidiary guarantor (which pledge, in the case of any foreign subsidiary is limited to 100% of the non-voting stock (if any) and 65% of the voting stock of such foreign subsidiary); and • a second-priority security interest in, and mortgages on, substantially all other tangible and intangible assets of Holdings, the Company and each subsidiary guarantor, including a significant portion of the Company’s owned real property and equipment. Capital stock and other securities of a subsidiary of the Company that are owned by the Company or any subsidiary guarantor will not constitute collateral under the Asset-Based Revolving Credit Facility to the extent that such securities cannot secure the 2028 Debentures or other secured public debt obligations without requiring the preparation and filing of separate financial statements of such subsidiary in accordance with applicable SEC rules. As a result, the collateral under the Asset-Based Revolving Credit Facility will include shares of capital stock or other securities of subsidiaries of the Company or any subsidiary guarantor only to the extent that the applicable value of such securities (on a subsidiary-by-subsidiary basis) is less than 20% of the aggregate principal amount of the 2028 Debentures or other secured public debt obligations of the Company. The Asset-Based Revolving Credit Facility contains covenants limiting, among other things, 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 (x) pro forma excess availability under the Asset-Based Revolving Credit Facility for each day of the 30 -day period prior to such actions, which exceeds the greater of $90.0 million or 15% of the lesser of (a) the revolving commitments under the Asset-Based Revolving Credit Facility and (b) the borrowing base and (y) a pro forma fixed charge coverage ratio of at least 1.0 to 1.0, unless pro forma excess availability for each day of the 30 -day period prior to such actions under the Asset-Based Revolving Credit Facility would exceed the greater of (1) $200.0 million and (2) 25% of the lesser of (i) the aggregate revolving commitments under the Asset-Based Revolving Credit Facility and (ii) the borrowing base. 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 . Senior Secured Term Loan Facility . On October 25, 2013, the Company entered into a credit agreement and related security and other agreements for the $2,950.0 million Senior Secured Term Loan Facility. At July 30, 2016 (after giving effect to the Refinancing Amendment described below), the outstanding balance under the Senior Secured Term Loan Facility was $2,869.1 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 us 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 unsecured and pari passu in right of payment with the term loans, a total net leverage ratio equal to or less than 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 first lien net leverage, as defined in the credit agreement governing the Senior Secured Term Loan Facility, 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 credit agreement governing the Senior Secured Term Loan Facility as of October 25, 2013, 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 long-term liabilities). 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 July 30, 2016 , 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 highest 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 our senior secured first lien net leverage ratio. The applicable margin with respect to outstanding LIBOR borrowings was 3.25% at July 30, 2016 . The interest rate on the outstanding borrowings pursuant to the Senior Secured Term Loan Facility was 4.25% at July 30, 2016 . Subject to certain exceptions and reinvestment rights, the Senior Secured Term Loan Facility requires that 100% of the net cash proceeds from certain asset sales and debt issuances and 50% (which percentage will be reduced to 25% if our senior secured first lien net leverage ratio, as defined in the credit agreement governing the Senior Secured Term Loan Facility, 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) from excess cash flow, as defined in the credit agreement governing the Senior Secured Term Loan Facility, for each of our fiscal years (commencing with the period ended July 26, 2015) must be used to prepay outstanding term loans under the Senior Secured Term Loan Facility at 100% of the principal amount to be prepaid, plus accrued and unpaid interest. We were not required to prepay any outstanding term loans pursuant to the annual excess cash flow requirements for fiscal years 2016 and 2015 . We may repay all or any portion of the 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. 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 certain voluntary or mandatory prepayments, with the remaining balance due at final maturity. The 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. At July 30, 2016 , the assets of non-guarantor subsidiaries, primarily NMG Germany GmbH (through which we conduct the operations of MyTheresa), were $288.1 million , or 3.5% 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, including: • a first-priority pledge of 100% of the Company's capital stock and certain of the capital stock held by the Company, Holdings or any subsidiary guarantor (which pledge, in the case of any foreign subsidiary is limited to 100% of the non-voting stock (if any) and 65% of the voting stock of such foreign subsidiary); • a first-priority security interest in, and mortgages on, substantially all other tangible and intangible assets of the Company, Holdings and each subsidiary guarantor, including a significant portion of the Company’s owned real property and equipment, but excluding, among other things, the collateral described in the following bullet point; and • a second-priority security interest in personal property consisting of inventory and related accounts, cash, deposit accounts, all payments received by the Company or the subsidiary guarantors from credit card clearinghouses and processors or otherwise in respect of all credit card charges for sales of inventory by the Company and the subsidiary guarantors, certain related assets and proceeds of the foregoing. Capital stock and other securities of a subsidiary of the Company that are owned by the Company or any subsidiary guarantor will not constitute collateral under the Senior Secured Term Loan Facility to the extent that such securities cannot secure the 2028 Debentures or other secured public debt obligations without requiring the preparation and filing of separate financial statements of such subsidiary in accordance with applicable SEC rules. As a result, the collateral under the Senior Secured Term Loan Facility will include shares of capital stock or other securities of subsidiaries of the Company or any subsidiary guarantor only to the extent that the applicable value of such securities (on a subsidiary-by-subsidiary basis) is less than 20% of the aggregate principal amount of the 2028 Debentures or other secured public debt obligations of the Company. 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 . Cash Pay Notes . In connection with the Acquisition, the Company, along with Mariposa Borrower, Inc. as co-issuer, incurred indebtedness in the form of $960.0 million aggregate principal amount of 8.00% Senior Cash Pay Notes due 2021. Interest on the Cash Pay Notes is payable semi-annually in arrears on each April 15 and October 15. The Cash Pay Notes are guaranteed by the same entities that guarantee the Senior Secured Term Loan Facility, other than Holdings. The Cash Pay Notes are unsecured and the guarantees are full and unconditional. The Cash Pay Notes mature on October 15, 2021. We may redeem the Cash Pay Notes, in whole or in part, at any time and from time to time prior to October 15, 2016, at a price equal to 100% of the principal amount of the Cash Pay Notes redeemed plus accrued and unpaid interest up to the redemption date plus the applicable premium. In addition, we may redeem up to 40% in the aggregate principal amount of the Cash Pay Notes with the net proceeds of certain equity offerings at any time and from time to time before October 15, 2016 at a redemption price equal to 108.00% of the face amount thereof, plus accrued and unpaid interest up to the date of redemption, so long as at least 50% of the original aggregate principal amount of the Cash Pay Notes remain outstanding after such redemption and such redemption occurs within 120 days of the equity offering. On and after October 15, 2016, we may redeem the Cash Pay Notes, in whole or in part, at the redemption prices set forth in the indenture governing the Cash Pay Notes. The Cash Pay Notes include certain restrictive covenants that limit our ability to, among other things: (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by us to our restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates and (ix) designate our subsidiaries as unrestricted subsidiaries. The Cash Pay Notes also contain a cross-acceleration provision in respect of other indebtedness that has an aggregate principal amount exceeding $50.0 million . PIK Toggle Notes . In connection with the Acquisition, the Company, along with Mariposa Borrower, Inc. as co-issuer, incurred indebtedness in the form of $600.0 million aggregate principal amount of 8.75% / 9.50% Senior PIK Toggle Notes due 2021. The PIK Toggle Notes are guaranteed by the same entities that guarantee the Senior Secured Term Loan Facility, other than Holdings. The PIK Toggle Notes are unsecured and the guarantees are full and unconditional. The PIK Toggle Notes mature on October 15, 2021. 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 was paid entirely in cash for the first two interest payments and now 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 payment amount ("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. We may redeem the PIK Toggle Notes, in whole or in part, at any time and from time to time prior to October 15, 2016, at a price equal to 100% of the principal amount of the PIK Toggle Notes redeemed plus accrued and unpaid interest up to the redemption date plus the applicable premium. In addition, we may redeem up to 40% in the aggregate principal amount of the PIK Toggle Notes with the net proceeds of certain equity offerings at any time and from time to time before October 15, 2016 at a redemption price equal to 108.75% of the face amount thereof, plus accrued and unpaid interest up to the date of redemption, so long as at least 50% of the original aggregate principal amount of the PIK Toggle Notes remain outstanding after such redemption and such redemption occurs within 120 days of the equity offering. On and after October 15, 2016, we may redeem the PIK Toggle Notes, in whole or in part, at the redemption prices set forth in the indenture governing the PIK Toggle Notes. The PIK Toggle Notes include certain restrictive covenants that limit our ability to, among other things: (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by us to our restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates and (ix) designate our subsidiaries as unrestricted subsidiaries. The PIK Toggle Notes also contain a cross-acceleration provision in respect of other indebtedness that has an aggregate principal amount exceeding $50.0 million . 2028 Debentures. NMG has outstanding $125.0 million aggregate principal amount of our 7.125% Senior Debentures due 2028. The 2028 Debentures are secured by a first lien security interest on certain collateral subject to liens granted under the Senior Secured Credit Facilities constituting (a) (1) 100% of the capital stock of certain of NMG’s existing and future domestic subsidiaries, and (2) 100% of the non-voting stock and 65% of the voting stock of certain of NMG’s existing and future foreign subsidiaries and (b) a significant portion of NMG's owned real property, in each case, to the extent required by the terms of the indenture governing the 2028 Debentures. The 2028 Debentures contain covenants that restrict NMG’s ability to create liens and enter into sale and lease back transactions. The collateral securing the 2028 Debentures will be released upon the release of liens on such collateral under the Senior Secured Credit Facilities and any other debt (other than the 2028 Debentures) secured by such collateral. Capital stock and other securities of a subsidiary of NMG that are owned by NMG or any subsidiary will not constitute collateral under the 2028 Debentures to the extent such property does not constitute collateral under the Senior Secured Credit Facilities as described above. The 2028 Debentures are guaranteed on an unsecured, senior basis by the Company. The guarantee is full and unconditional. The 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. At July 30, 2016 , our non-guarantor subsidiaries consisted principally of Bergdorf Goodman, Inc., through which we conduct the operations of our Bergdorf Goodman stores, NM Nevada Trust, which holds legal title to certain real property and intangible assets used by us in conducting our operations, and NMG Germany GmbH, through which we conduct the operations of MyTheresa. 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 . The 2028 Debentures mature on June 1, 2028. 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 the 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. At July 30, 2016 , annual maturities of long-term debt during the next five fiscal years and thereafter are as follows (in millions): 2017 $ 29.4 2018 29.4 2019 194.4 2020 29.4 2021 2,751.4 Thereafter 1,682.5 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, net. The significant components of interest expense are as follows: Fiscal Fiscal Thirty-nine weeks ended Thirteen July 30, August 1, August 2, November 2, (in thousands) (Successor) (Successor) (Successor) (Predecessor) Asset-Based Revolving Credit Facility $ 3,104 $ 1,463 $ 311 $ 75 Senior Secured Term Loan Facility 124,200 125,558 102,818 3,687 Cash Pay Notes 76,800 76,800 57,556 2,773 PIK Toggle Notes 52,500 52,500 39,344 1,896 2028 Debentures 8,906 8,906 6,680 2,226 Former Asset-Based Revolving Credit Facility — — — 477 Former Senior Secured Term Loan Facility — — — 22,521 Amortization of debt issue costs 24,572 24,560 17,117 2,466 Capitalized interest (7,298 ) (2,361 ) (630 ) (140 ) Other, net 2,812 2,497 1,661 1,334 $ 285,596 $ 289,923 $ 224,857 $ 37,315 Loss on debt extinguishment — — 7,882 — Interest expense, net $ 285,596 $ 289,923 $ 232,739 $ 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 INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Jul. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | DERIVATIVE FINANCIAL INSTRUMENTS Interest rate caps. At July 30, 2016 , we had outstanding floating rate debt obligations of $3,034.1 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 effectively cap LIBOR related to our Senior Secured Term Loan Facility 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% . The fair value of our interest rate caps was zero on July 30, 2016 . 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 $0.6 million were realized in fiscal year 2016. No gains or losses were realized in fiscal year 2015 or the thirty-nine weeks ended August 2, 2014. Losses of $0.4 million were realized in the thirteen weeks ended November 2, 2013. Interest rate swaps. In April and June of 2016, we entered into floating to fixed interest rate swap agreements for an aggregate notional amount of $1,400.0 million to limit our exposure to interest rate increases related to a portion of our floating rate indebtedness. These swap agreements hedge a portion of our contractual floating rate interest commitments related to our Senior Secured Term Loan Facility from December 2016 to October 2020. As a result of the April 2016 swap agreements, our effective interest rate as to $700.0 million of floating rate indebtedness will be fixed at 4.912% from December 2016 through October 2020. As a result of the June 2016 swap agreements, our effective interest rate as to an additional $700.0 million of floating rate indebtedness will be fixed at 4.7395% from December 2016 to October 2020. On July 30, 2016 , the fair value of our interest rate swap agreements was a loss of $13.2 million , which amount is included in other long-term liabilities. The interest rate swap agreements expire in October 2020. We designated the interest rate swaps as cash flow hedges. As cash flow hedges, unrealized gains on our outstanding interest rate swaps are recognized as assets while unrealized losses are recognized as liabilities. Our interest rate swap agreements are highly, but not perfectly, correlated to the changes in interest rates to which we are exposed. As a result, unrealized gains and losses on our interest rate swap agreements are designated as effective or ineffective. The effective portion of such gains or losses will be recorded as a component of accumulated other comprehensive loss while the ineffective portion of such gains or losses will be recorded as a component of interest expense. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jul. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The significant components of income tax expense (benefit) are as follows: Fiscal Fiscal Thirty-nine Thirteen July 30, August 1, August 2, November 2, (in thousands) (Successor) (Successor) (Successor) (Predecessor) Current: Federal $ (36,557 ) $ 73,928 $ 23,432 $ 12,100 State (7,691 ) 7,955 4,617 2,145 Foreign 5,948 980 — — (38,300 ) 82,863 28,049 14,245 Deferred: Federal (78,804 ) (60,780 ) (98,443 ) (5,291 ) State (18,189 ) (6,080 ) (19,431 ) (1,035 ) Foreign (5,848 ) (2,876 ) — — (102,841 ) (69,736 ) (117,874 ) (6,326 ) Income tax expense (benefit) $ (141,141 ) $ 13,127 $ (89,825 ) $ 7,919 The significant components of earnings (loss) before income taxes are as follows: Fiscal Fiscal Thirty-nine Thirteen July 30, August 1, August 2, November 2, (in thousands) (Successor) (Successor) (Successor) (Predecessor) United States $ (542,310 ) $ 38,399 $ (223,908 ) $ (5,179 ) Foreign (4,941 ) (10,323 ) — — Earnings (loss) before income taxes $ (547,251 ) $ 28,076 $ (223,908 ) $ (5,179 ) A reconciliation of income tax expense (benefit) to the amount calculated based on the federal and state statutory rates is as follows: Fiscal Fiscal Thirty-nine Thirteen July 30, August 1, August 2, November 2, (in thousands) (Successor) (Successor) (Successor) (Predecessor) Income tax expense (benefit) at statutory rate $ (191,538 ) $ 9,827 $ (78,365 ) $ (1,814 ) State income taxes, net of federal income tax benefit (15,480 ) 1,235 (9,256 ) 635 Impact of non-deductible expenses, including goodwill impairment 64,372 3,330 (2,354 ) 8,514 Tax expense (benefit) related to tax settlements and other changes in tax liabilities (554 ) (555 ) (1,101 ) 133 Impact of foreign tax differential 377 (706 ) — — Unbenefitted losses of foreign subsidiary 1,444 — 1,265 533 Other 238 (4 ) (14 ) (82 ) Total $ (141,141 ) $ 13,127 $ (89,825 ) $ 7,919 Effective tax rate 25.8 % 46.8 % 40.1 % (152.9 )% Our effective income tax rate of 25.8% on the loss for fiscal year 2016 was less than the federal statutory tax rate of 35% . No income tax benefit exists related to the $199.2 million goodwill impairment charge recorded in fiscal year 2016. Excluding the impact of the goodwill impairment charge, our effective income tax rate was 40.6% for fiscal year 2016, which exceeded the federal statutory tax rate due primarily to state income taxes. Our effective income tax rate on the earnings for fiscal year 2015 and the loss for the thirty-nine weeks ended August 2, 2014 exceeded the federal statutory tax rate due primarily to state income taxes and the non-deductible portion of transaction and other costs incurred in connection with the MyTheresa acquisition. Our effective income tax rate on the loss for the thirteen weeks ended November 2, 2013 exceeded the federal statutory tax rate due primarily to the non-deductible portion of transaction costs incurred in connection with the Acquisition and state income taxes. We have and intend to continue to reinvest all earnings generated by our foreign operations outside of the U.S. As such, no provision for federal or state income taxes is required as of July 30, 2016. If our intentions change or if these funds are needed for our U.S. operations, we would be required to accrue or pay U.S. taxes on some or all of these undistributed earnings and our effective tax rate would increase. Determination of the unrecognized deferred tax liability that would be incurred if such amounts were repatriated is not practicable. Significant components of our net deferred income tax asset (liability) are as follows: July 30, August 1, (in thousands) (Successor) (Successor) Deferred income tax assets: Accruals and reserves $ 31,628 $ 31,460 Employee benefits 202,778 178,899 Other 36,406 27,197 Total deferred tax assets $ 270,812 $ 237,556 Deferred income tax liabilities: Inventory $ (10,125 ) $ (10,094 ) Depreciation and amortization (285,563 ) (253,826 ) Intangible assets (1,241,497 ) (1,374,433 ) Other (30,420 ) (39,580 ) Total deferred tax liabilities (1,567,605 ) (1,677,933 ) Net deferred income tax liability $ (1,296,793 ) $ (1,440,377 ) The net deferred tax liability of $1,296.8 million at July 30, 2016 decreased from $1,440.4 million at August 1, 2015 . This decrease was comprised primarily of (i) $132.9 million decrease in deferred tax liabilities resulting from impairment charges incurred in connection with our tradenames and (ii) $23.9 million increase in deferred tax assets related to employee benefits. We believe it is more likely than not that we will realize the benefits of our recorded deferred tax assets. At July 30, 2016 , the gross amount of unrecognized tax benefits was $3.7 million ( $3.4 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 $0.4 million at July 30, 2016 and $4.8 million at August 1, 2015 . A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: July 30, August 1, (in thousands) (Successor) (Successor) Balance at beginning of fiscal year $ 1,854 $ 2,543 Gross amount of decreases for prior year tax positions (1,290 ) (875 ) Gross amount of increases for current year tax positions 3,097 186 Balance at end of fiscal year $ 3,661 $ 1,854 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 and short-year 2013 (prior to the Acquisition) federal income tax returns. With respect to state, local and foreign jurisdictions, with limited exceptions, we are no longer subject to income tax audits for fiscal years before 2011. We believe our recorded tax liabilities as of July 30, 2016 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 adjustments to the amounts of our unrecognized tax benefits could occur within the next 12 months as a result of settlements with tax authorities or expiration of statutes of limitations. At this time, we do not believe such adjustments will have a material impact on our 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 Holdings and its subsidiaries, including the Company. Income taxes incurred by Parent are reflected by the Company and its subsidiaries in the preparation of our Consolidated Financial Statements. There are no differences in current and deferred income taxes between the Company and Parent. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Jul. 30, 2016 | |
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"). As of January 1, 2011, employees may make pretax contributions to the RSP and we match an employee’s contribution up to a maximum of 6% of the employee’s compensation subject to statutory limitations for a potential maximum match of 75% of employee contributions. We also sponsor an unfunded key employee deferred compensation plan, which provides certain employees with additional benefits. Our aggregate expense related to these plans was approximately $28.0 million in fiscal year 2016, $30.5 million in fiscal year 2015, $23.5 million for the thirty-nine weeks ended August 2, 2014 and $7.1 million for the thirteen weeks ended November 2, 2013. In addition, we sponsor a defined benefit pension plan ("Pension Plan") and an unfunded supplemental executive retirement plan ("SERP Plan") that 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. Our obligations for employee benefit plans, included in other long-term liabilities, are as follows: July 30, August 1, (in thousands) (Successor) (Successor) Pension Plan: Projected benefit obligation $ 683,493 $ 612,762 Less: Plan assets (383,817 ) (394,150 ) Pension Plan, net 299,676 218,612 SERP Plan 118,484 111,157 Postretirement Plan 8,600 9,121 426,760 338,890 Less: current portion (7,345 ) (6,724 ) Long-term portion of benefit obligations $ 419,415 $ 332,166 Cost of Benefits. The components of the expenses we incurred under our Pension Plan, SERP Plan and Postretirement Plan are as follows: Fiscal Fiscal Thirty-nine Thirteen July 30, August 1, August 2, November 2, (in thousands) (Successor) (Successor) (Successor) (Predecessor) Pension Plan: Interest cost $ 21,716 $ 25,527 $ 19,516 $ 5,781 Expected return on plan assets (23,229 ) (24,935 ) (18,499 ) (6,401 ) Net amortization of losses — — — 1,095 Pension Plan expense (income) $ (1,513 ) $ 592 $ 1,017 $ 475 SERP Plan: Interest cost $ 3,569 $ 4,505 $ 3,653 $ 1,104 SERP Plan expense $ 3,569 $ 4,505 $ 3,653 $ 1,104 Postretirement Plan: Service cost $ 3 $ 11 $ 19 $ 5 Interest cost 285 451 520 142 Net amortization of prior service cost — — — (321 ) Net amortization of losses (gains) (582 ) (372 ) — 35 Postretirement Plan expense (income) $ (294 ) $ 90 $ 539 $ (139 ) For purposes of determining pension expense, the expected return on plan assets is calculated using the market related value of plan assets. The market related value of plan assets does not immediately recognize realized gains and losses. Rather, these effects of realized gains and losses are deferred initially and amortized over three years in the determination of the market related value of plan assets. At July 30, 2016 , the market related value of plan assets exceeded the fair value by $11.1 million . Benefit Obligations. Our obligations for the Pension Plan, SERP Plan and Postretirement Plan are valued as of the end of each fiscal year. Changes in our obligations pursuant to our Pension Plan, SERP Plan and Postretirement Plan during fiscal years 2016 and 2015 are as follows: Pension Plan SERP Plan Postretirement Plan Fiscal years Fiscal years Fiscal years 2016 2015 2016 2015 2016 2015 (in thousands) (Successor) (Successor) (Successor) (Successor) (Successor) (Successor) Projected benefit obligations: Beginning of year $ 612,762 $ 592,918 $ 111,157 $ 113,787 $ 9,121 $ 10,945 Service cost — — — — 3 11 Interest cost 21,716 25,527 3,569 4,505 285 451 Actuarial loss (gain) 72,786 15,764 8,862 (2,292 ) (207 ) (1,476 ) Benefits paid, net (23,771 ) (21,447 ) (5,104 ) (4,843 ) (602 ) (810 ) End of year $ 683,493 $ 612,762 $ 118,484 $ 111,157 $ 8,600 $ 9,121 Our projected benefit obligation is adjusted at the end of each fiscal year based upon updated assumptions as to discount rates, differences between the actual and expected earnings on our Pension Plan assets, mortality assumptions and other factors. At July 30, 2016, we increased our obligations for our employee benefit plans by $87.3 million ( $56.3 million net of taxes) primarily as a result of reductions in applicable discount rates. A summary of expected benefit payments related to our Pension Plan, SERP Plan and Postretirement Plan is as follows: Pension SERP Postretirement (in thousands) Plan Plan Plan Fiscal year 2017 $ 26,233 $ 6,747 $ 597 Fiscal year 2018 27,814 6,767 569 Fiscal year 2019 29,262 6,853 542 Fiscal year 2020 30,573 6,981 495 Fiscal year 2021 31,922 7,098 497 Fiscal years 2022-2026 176,163 35,348 2,346 Pension Plan Assets and Investment Valuations. Changes in the assets held by our Pension Plan in fiscal years 2016 and 2015 are as follows: Fiscal years 2016 2015 (in thousands) (Successor) (Successor) Fair value of assets at beginning of year $ 394,150 $ 403,028 Actual return on assets 13,438 12,569 Benefits paid (23,771 ) (21,447 ) Fair value of assets at end of year $ 383,817 $ 394,150 The Pension Plan’s investments are stated at fair value or estimated fair value, as more fully described below. Purchases and sales of securities are recorded on the trade date. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Assets held by our Pension Plan are invested in accordance with the provisions of our approved investment policy. The Pension Plan’s strategic asset allocation was structured to reduce volatility through diversification and enhance return to approximate the amounts and timing of the expected benefit payments. The asset allocation for our Pension Plan at the end of fiscal years 2016 and 2015 and the target allocation for fiscal year 2017 , by asset category, are as follows: Pension Plan Allocation at Allocation at Target July 31, 2016 July 31, 2015 Equity securities 60 % 59 % 62 % Fixed income securities 40 % 41 % 38 % Total 100 % 100 % 100 % Pension Plan investments in mutual funds and U.S. government securities are classified as Level 1 investments within the fair value hierarchy. Investments in mutual funds are valued at fair value based on quoted market prices, which represent the net asset value of the shares held by the Pension Plan at year-end. U.S. government securities are stated at fair value as determined by quoted market prices. Pension Plan investments in corporate debt securities and certain other investments are classified as Level 2 investments within the fair value hierarchy. Other Level 2 investments are valued using updated quotes from market makers or broker-dealers recognized as market participants, information from market sources integrating relative credit information, observed market movements and sector news into pricing applications and models. Pension Plan investments in common/collective trusts, hedge funds and limited partnership interests are not classified within the fair value hierarchy. Investments in common/collective trusts are valued based on net asset values on the last business day of the Pension Plan's year end as determined by the sponsors of such trusts and can be redeemed daily. Hedge funds are valued at estimated fair value based on net asset value as determined by the respective fund manager based on the valuation of the underlying securities. Limited partnership interests in venture capital investments are valued at estimated fair value based on net asset value as determined by the respective fund investment manager. The hedge funds and limited partnerships allocate gains, losses and expenses to the Pension Plan as described in the agreements. Hedge funds and limited partnership interests are redeemable at net asset value to the extent provided in the documentation governing the investments. Redemption of these investments may be subject to restrictions including lock-up periods where no redemptions are allowed, restrictions on redemption frequency and advance notice periods for redemptions. As of July 30, 2016 , certain of these investments were subject to restrictions on redemption frequency, ranging from monthly to every three years and certain of these investments are subject to advance notice requirements, ranging from three-day notification to 180-day notification. Investment securities, in general, are exposed to various risks such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits. The valuation methods previously described above may produce a fair value calculation that may not be indicative of net realized value or reflective of future fair values. The following tables set forth by level, within the fair value hierarchy, the Pension Plan’s assets at fair value as of July 30, 2016 and August 1, 2015 . July 30, 2016 (Successor) (in thousands) Level 1 Level 2 Level 3 Total Corporate debt securities $ — $ 96,389 $ — $ 96,389 Mutual funds 22,987 — — 22,987 U.S. government securities 28,894 — — 28,894 Other — 7,442 — 7,442 $ 51,881 $ 103,831 $ — Investments measured at net asset value: Common/collective trusts 59,071 Hedge funds 165,003 Limited partnership interests 4,031 Total investments at fair value $ 383,817 August 1, 2015 (Successor) (in thousands) Level 1 Level 2 Level 3 Total Corporate debt securities $ — $ 91,104 $ — $ 91,104 Mutual funds 27,963 — — 27,963 U.S. government securities 24,335 — — 24,335 Other — 6,130 — 6,130 $ 52,298 $ 97,234 $ — Investments measured at net asset value: Common/collective trusts 52,804 Hedge funds 186,457 Limited partnership interests 5,357 Total investments at fair value $ 394,150 Funding Policy and Status. Our policy is to fund the Pension Plan at or above the minimum level required by law. In fiscal years 2016 and 2015 , we were not required to make contributions to the Pension Plan. As of July 30, 2016 , we believe we will be required to contribute $10.3 million to the Pension Plan in fiscal year 2017 . Assumptions. Significant assumptions related to the calculation of our obligations pursuant to our employee benefit plans include the discount rates used to calculate the present value of benefit obligations to be paid in the future, the expected long-term rate of return on assets held by our Pension Plan and the health care cost trend rate for the Postretirement Plan. We review these assumptions annually based upon currently available information. The assumptions we utilized in calculating the projected benefit obligations and periodic expense of our Pension Plan, SERP Plan and Postretirement Plan are as follows: July 31, 2016 July 31, 2015 July 31, November 2, Pension Plan: Discount rate 3.44 % 4.30 % 4.35 % 4.80 % Expected long-term rate of return on plan assets 5.50 % 6.00 % 6.50 % 6.50 % SERP Plan: Discount rate 3.30 % 4.15 % 4.20 % 4.60 % Postretirement Plan: Discount rate 3.33 % 4.15 % 4.25 % 4.80 % Initial health care cost trend rate 7.50 % 7.50 % 8.00 % 8.00 % Ultimate health care cost trend rate 5.00 % 5.00 % 5.00 % 8.00 % Discount rate. The assumed discount rate utilized is based on a full yield curve approach in the estimation of the interest cost component by applying the individual spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The discount rate is utilized principally in calculating the present values of our benefit obligations and related expenses. Expected long-term rate of return on plan assets. The assumed expected long-term rate of return on assets is the weighted average rate of earnings, net of investment and administrative expenses, expected on the funds invested or to be invested by the Pension Plan to provide for the plan’s obligations. At July 30, 2016 , the expected long-term rate of return on plan assets was 5.5% . We estimate the expected average long-term rate of return on assets based on historical returns, our future asset performance expectations using currently available market and other data and the advice of our outside actuaries and advisors. To the extent the actual rate of return on assets realized over the course of a year is greater than the assumed rate, that year’s annual pension expense is not affected. Rather, this gain reduces future pension expense over a period of approximately 24 years . To the extent the actual rate of return on assets is less than the assumed rate, that year’s annual pension expense is likewise not affected. Rather, this loss increases pension expense over approximately 24 years . Health care cost trend rate. The assumed health care cost trend rate represents our estimate of the annual rates of change in the costs of the health care benefits currently provided by the Postretirement Plan. The health care cost trend rate implicitly considers estimates of health care inflation, changes in health care utilization and delivery patterns, technological advances and changes in the health status of the plan participants. We currently estimate that a 1% increase in the ultimate health care cost trend rate would (i) increase our projected benefit obligation by $1.0 million and (ii) increase our expense requirements by a negligible amount. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jul. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Leases. We lease certain property and equipment under various operating leases. The leases provide for fixed monthly rentals and/or contingent rentals based upon sales in excess of stated amounts and normally require us to pay real estate taxes, insurance, common area maintenance costs and other occupancy costs. Generally, the leases have primary terms ranging from five to 99 years and include renewal options ranging from two to 80 years. Rent expense and related occupancy costs under operating leases is as follows: Fiscal Fiscal Thirty-nine Thirteen July 30, August 1, August 2, November 2, (in thousands) (Successor) (Successor) (Successor) (Predecessor) Minimum rent $ 81,300 $ 73,700 $ 47,800 $ 15,200 Contingent rent 21,900 27,700 22,600 6,900 Other occupancy costs 18,300 16,500 9,400 4,000 Amortization of deferred real estate credits (2,100 ) (800 ) (200 ) (2,000 ) Total rent expense $ 119,400 $ 117,100 $ 79,600 $ 24,100 Future minimum rental commitments (excluding renewal options) under non-cancelable leases for the next five fiscal years and thereafter are as follows (in thousands): 2017 $ 82,700 2018 85,000 2019 82,300 2020 74,600 2021 72,600 Thereafter 1,730,900 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 U.S. 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, sought monetary and injunctive relief and alleged that the Company has engaged in various violations of the California Labor Code and Business and Professions Code, including without limitation, by (i) asking employees to work “off the clock,” (ii) failing to provide meal and rest breaks to its employees, (iii) improperly calculating deductions on paychecks delivered to its employees and (iv) 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 California Court of Appeal, asserting that the trial court did not have jurisdiction to change its earlier determination of the enforceability of the arbitration agreement. On June 29, 2015, after briefing and oral argument, the California Court of Appeal issued its order affirming the trial court's denial of our motion to compel arbitration and awarding Mr. Pinela his costs of appeal. On July 13, 2015, we filed our petition for rehearing with the California Court of Appeal, which was denied on July 29, 2015. On August 10, 2015, we filed our petition for review with the California Supreme Court, and Mr. Pinela filed his answer on August 31, 2015. On September 16, 2015, the California Supreme Court denied our petition for review. On October 6, 2015, the case was transferred back to the trial court. On November 16, 2015, Mr. Pinela filed a motion to stay the proceedings in the trial court until after the appellate court resolves Ms. Tanguilig’s appeal. On December 10, 2015, the hearing on Mr. Pinela's motion to stay and a case management conference were held, and the trial court judge issued an order granting the motion and issuing a stay, which currently remains in effect. The appeal with respect to Ms. Monjazeb was dismissed since final approval of the class action settlement (as described below) had been granted. With respect to Ms. Tanguilig's case, the trial court decided to set certain of her civil penalty claims 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 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 California Court of Appeal. Should the California 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 complete, and a judicial panel has been assigned. The parties have requested oral argument, but no date has been set. In Ms. Monjazeb's class action, a settlement was reached at a mediation held on January 25, 2014, and the court granted final approval of the settlement after the final approval hearing held on September 18, 2014. 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. On April 8, 2015, Ms. Tanguilig filed her motion for catalyst attorneys' fees. A hearing on the motion was held on July 23, 2015 and the motion was denied by the court on July 28, 2015. 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. With respect to the Monjazeb matter, the settlement funds have been paid by the Company and have been disbursed by the claims administrator in accordance with the settlement. We will continue to evaluate the Tanguilig matter, and our recorded reserve for such matter, 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. 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 ("NLRA"). The matter was transferred to the NLRB for further consideration and decision. On August 4, 2015, the NLRB affirmed the ALJ's decision and ordered the Company not to maintain and/or enforce the provisions of the Arbitration Agreement found to violate the NLRA and to take affirmative steps to effectuate the NLRA's policies. On August 12, 2015, we filed our petition for review of the NLRB's order with the U.S. Court of Appeals for the Fifth Circuit. On September 23, 2015, the NLRB filed a motion to hold our case in abeyance pending the Court's decisions in two other cases, which the NLRB argued presented identical issues to those before the Court in our case. On October 2, 2015, the Court issued an order granting the NLRB's motion to stay our case. On June 10, 2016, the NLRB filed an unopposed motion seeking to extend the stay until the deadline for petitioning the U.S. Supreme Court for certiorari has passed in a similar case, and, if such petition is filed, until the Supreme Court resolves that case. On June 20, 2016, the motion was granted. The NLRB filed its petition for certiorari on September 9, 2016, and our case remains stayed. 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. Ms. Rubenstein also alleges that the Company lacks adequate information to support its comparative pricing labels. On September 12, 2014, we removed the case to the U.S. 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, which she filed on March 17, 2015. On April 6, 2015, we filed a motion to dismiss the second amended complaint. On May 12, 2015, the court granted our motion to dismiss the second amended complaint in its entirety, without leave to amend, and on June 9, 2015, Ms. Rubenstein filed a notice to appeal the court's ruling. The appeal is pending and briefing is now complete. On February 2, 2015, a putative class action complaint was filed against Bergdorf Goodman, Inc. in the Supreme Court of the State of New York, County of New York, by Marney Zaslav. Ms. Zaslav seeks monetary relief and alleges that she and other similarly situated individuals were misclassified as interns exempt from minimum wage requirements instead of as employees and, therefore, were not provided with proper compensation under the New York Labor Law. Bergdorf Goodman has vigorously denied these allegations. The parties recently reached a settlement in principle regarding this matter. On February 11, 2016, a putative class action first amended complaint was filed against The Neiman Marcus Group, Inc. in the Superior Court of California, Orange County, by Holly Attia and seven other named plaintiffs. They allege claims for failure to pay overtime wages, failure to provide meal and rest breaks, failure to reimburse business expenses, failure to timely pay wages due at termination and failure to provide accurate itemized wage statements. Plaintiffs also allege derivative claims for restitution under California unfair competition law and a representative claim for penalties under the California Labor Code Private Attorney General Act ("PAGA"). Plaintiffs seek to certify a class of all nonexempt employees of the Company in California since December 31, 2011. Plaintiffs seek damages for the alleged Labor Code violations as well as restitution, statutory penalties under PAGA, and attorneys' fees, interest and costs of suit. The Company removed this matter to the U.S. District Court for the Central District of California on March 17, 2016, and subsequently filed a motion to compel arbitration as to all named plaintiffs and requested to stay the PAGA claim. On June 27, 2016, the court granted the motion and compelled arbitration of the individual claims. The court retained jurisdiction of the PAGA claim and stayed that claim pending the outcome of arbitration. None of the named plaintiffs have yet filed a demand for arbitration. On September 8, 2016, the plaintiffs filed a motion for reconsideration of the court's order regarding the arbitration. The hearing on that motion is currently set for October 24, 2016. On June 1, 2016, a PAGA representative action was filed against The Neiman Marcus Group, Inc. in the Superior Court of California, Orange County, by Xuan Hien Nguyen pleading only PAGA claims and asserting the same factual allegations as the plaintiffs in the Attia matter. On July 21, 2016, Ms. Nguyen filed an amended complaint with no material differences from the original complaint. On August 25, 2016, the Company filed a motion to dismiss or to stay the case. The motion was heard on September 23, 2016. At the hearing, the court granted the Company's motion and stayed the Nguyen case in light of the Attia matter. On July 28, 2016, former employee Milca Connolly filed a representative action alleging only PAGA claims against The Neiman Marcus Group in the Superior Court of California, Orange County. Ms. Connolly’s complaint raises PAGA claims substantially identical to those raised in Attia and Nguyen based on allegations of failure to pay overtime and minimum wages, unlawful deductions from wages, failure to provide meal and rest breaks, failure to reimburse business expenses, failure to timely pay wages due at termination and failure to provide accurate itemized wage statements. The Company was served with the Complaint in Connolly on September 8, 2016. 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 a cyber-attack on our computer systems in 2013 (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 and sought monetary and injunctive relief. Melissa Frank v. The Neiman Marcus Group, LLC, et al., was filed in the U.S. 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 U.S. 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 U.S. 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 additional 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 U.S. District Court for the Southern District of California on March 14, 2014, and Michael Shields v. The Neiman Marcus Group, LLC, filed in the U.S. 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 U.S. District Court for 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. On July 20, 2015, the Seventh Circuit Court of Appeals reversed the district court's ruling and remanded the case to the district court for further proceedings. On August 3, 2015, we filed a petition for rehearing en banc. On September 17, 2015, the Seventh Circuit Court of Appeals denied our petition for rehearing. The district court held a status conference on October 29, 2015 and set a supplemental briefing schedule on the remaining portion of our previously filed motion to dismiss that had not been addressed by the court, and scheduled a status hearing for December 15, 2015. The parties completed supplemental briefing on December 21, 2015. On January 13, 2016, the court denied the Company's motion to dismiss. The parties jointly requested, and the Court granted, an extension of time for filing a responsive pleading, which is currently due on October 26, 2016. 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 at July 30, 2016 . We had approximately $3.1 million in surety bonds at July 30, 2016 relating primarily to merchandise imports and state sales tax and utility requirements. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Jul. 30, 2016 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Accumulated Other Comprehensive 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 Losses on Financial Instruments Unfunded Benefit Obligations Total Balance, August 1, 2015 $ (16,886 ) $ (2,826 ) $ (31,516 ) $ (51,228 ) Other comprehensive loss (2,282 ) (6,850 ) (55,831 ) (64,963 ) Amounts reclassified from accumulated other comprehensive loss — 350 — 350 Balance, July 30, 2016 $ (19,168 ) $ (9,326 ) $ (87,347 ) $ (115,841 ) The amounts reclassified from accumulated other comprehensive loss are recorded within interest expense on the Consolidated Statements of Operations. |
STOCK-BASED AWARDS
STOCK-BASED AWARDS | 12 Months Ended |
Jul. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Awards | STOCK-BASED AWARDS Predecessor Stock Options. 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 was $187.4 million . Of such amount, $135.9 million represented the fair value of previously vested options, which 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. We recognized compensation expense for Predecessor stock options on a straight-line basis over the vesting period. We recognized non-cash stock compensation expense of $2.5 million in the first quarter of fiscal year 2014, which is included in selling, general and administrative expenses. Successor Incentive Plans. 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 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 representing options to purchase a total of 56,979 shares of common stock 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 3.1 x (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 aggregate 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 time-vested and performance-vested non-qualified stock options to certain executive officers, employees and non-employee directors of the Company. These non-qualified stock options will expire no later than the ten th anniversary of the grant date. Accounting for Successor Stock Options. Prior to an initial public offering ("IPO"), Parent generally has the right to repurchase shares issued upon exercise of vested stock options at fair market value and shares underlying 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, other than with respect to the Co-Invest Options, if the optionee voluntarily leaves the Company without good reason (as defined in the incentive plans) 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. For certain optionees, in the event of the retirement of the optionee, the repurchase price is the fair value at the retirement date. Parent's repurchase rights expire upon completion of an IPO, including with respect to the Co-Invest Options. We currently account for stock options issued to certain optionees who will become retirement eligible prior to the expiration of their stock options ("Retirement Eligible Optionees") as variable awards using the liability method as these optionees could receive a cash settlement of their awards at the time of retirement should Parent exercise its repurchase rights with respect to such shares. Under the liability method, we recognize the estimated liability for option awards held by Retirement Eligible Optionees over the vesting periods of such awards. In periods in which the estimated fair value of our equity increases, we increase our stock compensation liability. Conversely, in periods in which the estimated fair value of our equity decreases, we reduce our stock compensation liability. These increases/decreases are recorded as stock compensation expense and are included in selling, general and administrative expenses. With respect to time-vested 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 prior to an IPO. As a result, we currently record no expense or liability with respect to such options. With respect to performance-vested options, such options are effectively forfeited should the optionee voluntarily leave the Company without good reason or be terminated for cause prior to achievement of the performance condition. As a result, we currently record no expense or liability with respect to such options. A summary of our liabilities for our variable stock option awards is as follows: Fiscal year ended Fiscal July 30, August 1, (in thousands) (Successor) (Successor) Balance at beginning of fiscal year $ 15,873 $ 15,787 Stock compensation for increase (decrease) in liability (10,329 ) 383 Forfeitures (44 ) (297 ) Balance at end of fiscal year $ 5,500 $ 15,873 Outstanding Stock Options. A summary of Successor stock option activity is as follows: Fiscal year ended July 30, 2016 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Outstanding at August 1, 2015 223,228 $ 880 Granted 4,268 1,205 Exercised (626 ) 522 Forfeited (9,273 ) 1,020 Outstanding at July 30, 2016 217,597 $ 881 6.2 Options exercisable at end of fiscal year 89,905 $ 671 4.2 Grant Date Fair Value of Stock Options. At the date of grant, the stock option exercise price equals or exceeds the fair market value of Parent's common stock. Because Parent is privately held and there is no public market for its common stock, the fair market value of Parent's common stock is determined by the Parent Board or the Compensation Committee, as applicable, at the time option grants are awarded (Level 3 determination of fair value). In determining the fair market value of Parent's common stock, the Parent Board or the Compensation Committee, as applicable, considers such factors as any recent transactions involving Parent's common stock, the Company’s actual and projected financial results, the principal amount of the Company’s indebtedness, valuations of the Company performed by third parties and other factors it believes are material to the valuation process. We use the Black-Scholes option-pricing model to determine the fair value of our options as of the date of grant. We used the following assumptions to estimate the fair value for stock options at the grant date: Fiscal year ended Fiscal year ended Thirty-nine weeks ended July 30, August 1, August 2, (Successor) (Successor) (Successor) Weighted average exercise price $ 1,205 $ 1,166 $ 1,000 Weighted term in years 5 5 5 Weighted average volatility 29.43 % 30.20 % 45.12 % Risk-free interest rate 1.33 % 1.55% - 1.63% 1.39 % Dividend yield — — — Weighted average fair value $ 341 $ 343 $ 407 Expected volatility is based on estimates of implied volatility of our peer group. In September 2016, the Compensation Committee determined that the exercise prices of certain time-vested and performance-vested non-qualified stock options were higher than the current fair market value of Parent's common stock. In order to enhance the retentive value of these options, the Compensation Committee approved a repricing of 18,225 options to an exercise price of $1,000 per share, which is the same as the exercise price of the time-vested and performance-vested non-qualified stock options granted to the Company's executive officers in connection with the Acquisition. |
REVENUES
REVENUES | 12 Months Ended |
Jul. 30, 2016 | |
Segment Reporting [Abstract] | |
Revenues | REVENUES The following table represents our revenues by merchandise category as a percentage of revenues: Fiscal Fiscal Thirty-nine weeks ended Thirteen July 30, August 1, August 2, 2014 November 2, (Successor) (Successor) (Successor) (Predecessor) Women’s Apparel 32 % 32 % 30 % 33 % Women’s Shoes, Handbags and Accessories 28 28 28 27 Men’s Apparel and Shoes 12 12 12 11 Cosmetics and Fragrances 11 11 11 12 Designer and Precious Jewelry 10 10 11 10 Home Furnishings and Decor 5 5 6 5 Other 2 2 2 2 100 % 100 % 100 % 100 % |
OTHER EXPENSES
OTHER EXPENSES | 12 Months Ended |
Jul. 30, 2016 | |
Other Income and Expenses [Abstract] | |
Other Expenses | OTHER EXPENSES Other expenses consists of the following components: Fiscal Fiscal Thirty-nine Thirteen July 30, August 1, August 2, November 2, (in thousands) (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 — Other, primarily professional fees — — 1,812 28,942 Total Acquisition transaction costs — — 53,322 109,399 Expenses incurred in connection with strategic growth initiatives 24,318 11,644 5,733 155 MyTheresa acquisition costs 4,443 19,414 2,050 — Expenses related to Cyber-Attack, net of insurance recoveries 1,032 4,078 12,587 — Net gain from facility closure (5,577 ) — — — Equity in loss of Asian e-commerce retailer — — 3,613 1,523 Management fee due to Former Sponsors — — — 2,823 Other expenses 2,911 4,338 4,775 — Total $ 27,127 $ 39,474 $ 82,080 $ 113,900 We incurred professional fees and other costs in connection with our Organizing for Growth and NMG One strategic growth initiatives aggregating $24.3 million in fiscal year 2016. In connection with Organizing for Growth, we eliminated approximately 500 positions across our stores, divisions and facilities on October 1, 2015 and incurred $ 10.2 million of severance costs. In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. Acquisition costs consisted primarily of professional fees as well as adjustments of our earn-out obligations to estimated fair value at each reporting date. We discovered in January 2014 that malicious software was clandestinely installed on our computer systems. In fiscal years 2016 and 2015 and the thirty-nine weeks ended August 2, 2014, we incurred investigative, legal and other expenses in connection with the Cyber-Attack. We expect to incur ongoing costs related to the Cyber-Attack for the foreseeable future. Such expenses are not currently estimable but could be material to our future results of operations. In the third quarter of fiscal year 2016, we recorded a $5.6 million net gain related to the closure and relocation of our regional service center in New York. In the third quarter of fiscal year 2014, we sold our prior investment in an Asian 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. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility) | 12 Months Ended |
Jul. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility) | CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility) All of NMG’s obligations under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility are guaranteed by Holdings and our current and future direct and indirect wholly owned subsidiaries, subject to exceptions as more fully described in Note 9 of the Notes to Consolidated Financial Statements. Currently, the Company’s non-guarantor subsidiaries under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility consist principally of NMG Germany GmbH, through which we conduct the operations of MyTheresa. The following condensed consolidating financial information represents the financial information of the Company and its non-guarantor subsidiaries under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility, 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. July 30, 2016 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 39,791 $ 936 $ 21,116 $ — $ 61,843 Merchandise inventories — 917,138 145,518 62,669 — 1,125,325 Other current assets — 132,434 12,311 4,904 (2,771 ) 146,878 Total current assets — 1,089,363 158,765 88,689 (2,771 ) 1,334,046 Property and equipment, net — 1,440,968 144,186 2,967 — 1,588,121 Intangible assets, net — 566,084 2,605,413 73,005 — 3,244,502 Goodwill — 1,412,146 537,263 123,409 — 2,072,818 Other long-term assets — 15,153 2,248 — — 17,401 Intercompany notes receivable — 196,686 — — (196,686 ) — Investments in subsidiaries 943,131 3,341,664 — — (4,284,795 ) — Total assets $ 943,131 $ 8,062,064 $ 3,447,875 $ 288,070 $ (4,484,252 ) $ 8,256,888 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 257,047 $ 37,082 $ 23,607 $ — $ 317,736 Accrued liabilities — 373,108 70,488 51,821 (2,771 ) 492,646 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 659,581 107,570 75,428 (2,771 ) 839,808 Long-term liabilities: Long-term debt — 4,584,281 — — — 4,584,281 Intercompany notes payable — — — 196,686 (196,686 ) — Deferred income taxes — 1,285,829 — 10,964 — 1,296,793 Other long-term liabilities — 589,242 3,633 — — 592,875 Total long-term liabilities — 6,459,352 3,633 207,650 (196,686 ) 6,473,949 Total member equity 943,131 943,131 3,336,672 4,992 (4,284,795 ) 943,131 Total liabilities and member equity $ 943,131 $ 8,062,064 $ 3,447,875 $ 288,070 $ (4,484,252 ) $ 8,256,888 August 1, 2015 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 53,162 $ 706 $ 19,106 $ — $ 72,974 Merchandise inventories — 970,295 145,046 39,503 — 1,154,844 Other current assets — 108,252 12,328 5,754 (165 ) 126,169 Total current assets — 1,131,709 158,080 64,363 (165 ) 1,353,987 Property and equipment, net — 1,359,118 116,634 2,134 — 1,477,886 Intangible assets, net — 625,937 2,893,928 78,697 — 3,598,562 Goodwill — 1,611,365 537,263 123,855 — 2,272,483 Other long-term assets — 15,490 1,354 — — 16,844 Intercompany notes receivable — 150,028 — — (150,028 ) — Investments in subsidiaries 1,413,744 3,617,680 — — (5,031,424 ) — Total assets $ 1,413,744 $ 8,511,327 $ 3,707,259 $ 269,049 $ (5,181,617 ) $ 8,719,762 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 291,089 $ 35,420 $ 16,490 $ — $ 342,999 Accrued liabilities — 380,255 73,939 39,249 (165 ) 493,278 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 700,770 109,359 55,739 (165 ) 865,703 Long-term liabilities: Long-term debt — 4,556,023 — — — 4,556,023 Intercompany notes payable — — — 150,028 (150,028 ) — Deferred income taxes — 1,423,564 — 16,813 — 1,440,377 Other long-term liabilities — 417,226 3,314 23,375 — 443,915 Total long-term liabilities — 6,396,813 3,314 190,216 (150,028 ) 6,440,315 Total member equity 1,413,744 1,413,744 3,594,586 23,094 (5,031,424 ) 1,413,744 Total liabilities and member equity $ 1,413,744 $ 8,511,327 $ 3,707,259 $ 269,049 $ (5,181,617 ) $ 8,719,762 Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,963,977 $ 783,689 $ 201,806 $ — $ 4,949,472 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,660,197 532,796 129,515 — 3,322,508 Selling, general and administrative expenses (excluding depreciation) — 923,379 135,741 58,808 — 1,117,928 Income from credit card program — (55,070 ) (5,578 ) — — (60,648 ) Depreciation expense — 205,011 20,858 999 — 226,868 Amortization of intangible assets and favorable lease commitments — 58,347 47,983 4,859 — 111,189 Other expenses — 22,283 — 4,844 — 27,127 Impairment charges — 466,155 — — — 466,155 Operating earnings (loss) — (316,325 ) 51,889 2,781 — (261,655 ) Interest expense, net — 277,301 — 8,295 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — — Foreign currency loss (gain) — — — 1,484 (1,484 ) — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — — (210,654 ) — Earnings (loss) before income taxes (406,110 ) (548,455 ) 202,174 (6,998 ) 212,138 (547,251 ) Income tax expense (benefit) — (141,242 ) — (280 ) 381 (141,141 ) Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 202,174 $ (6,718 ) $ 211,757 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) — (1,179 ) 63,510 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (469,544 ) $ 202,174 $ (7,897 ) $ 275,267 $ (470,723 ) Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 4,127,954 $ 844,459 $ 122,674 $ — $ 5,095,087 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,677,767 542,474 85,237 — 3,305,478 Selling, general and administrative expenses (excluding depreciation) — 975,259 148,270 38,546 — 1,162,075 Income from credit card program — (47,434 ) (5,335 ) — — (52,769 ) Depreciation expense — 163,737 21,133 680 — 185,550 Amortization of intangible assets and favorable lease commitments — 82,185 50,933 4,162 — 137,280 Other expenses — 31,881 — 7,593 — 39,474 Operating earnings (loss) — 244,559 86,984 (13,544 ) — 317,999 Interest expense, net — 287,776 — 2,147 — 289,923 Intercompany royalty charges (income) — 148,678 (148,678 ) — — — Foreign currency loss (gain) — — — 18,351 (18,351 ) — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — — 223,489 — Earnings (loss) before income taxes 14,949 16,645 235,662 (34,042 ) (205,138 ) 28,076 Income tax expense (benefit) — 15,023 — (6,920 ) 5,024 13,127 Net earnings (loss) $ 14,949 $ 1,622 $ 235,662 $ (27,122 ) $ (210,162 ) $ 14,949 Total other comprehensive earnings (loss), net of tax (33,799 ) (16,913 ) — (3,558 ) 20,471 (33,799 ) Total comprehensive earnings (loss) $ (18,850 ) $ (15,291 ) $ 235,662 $ (30,680 ) $ (189,691 ) $ (18,850 ) Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,103,810 $ 606,383 $ — $ — $ 3,710,193 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,164,309 398,679 — — 2,562,988 Selling, general and administrative expenses (excluding depreciation) — 724,085 108,594 2,327 — 835,006 Income from credit card program — (36,795 ) (3,877 ) — — (40,672 ) Depreciation expense — 100,097 13,237 — — 113,334 Amortization of intangible assets and favorable lease commitments — 107,450 41,176 — — 148,626 Other expenses — 78,467 — 3,613 — 82,080 Operating earnings (loss) — (33,803 ) 48,574 (5,940 ) — 8,831 Interest expense, net — 232,739 — — — 232,739 Intercompany royalty charges (income) — 106,783 (106,783 ) — — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — — 15,334 — Earnings (loss) before income taxes (134,083 ) (223,908 ) 155,357 (5,940 ) (15,334 ) (223,908 ) Income tax benefit — (89,825 ) — — — (89,825 ) Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 155,357 $ (5,940 ) $ (15,334 ) $ (134,083 ) Total other comprehensive earnings (loss), net of tax (17,429 ) (17,429 ) — — 17,429 (17,429 ) Total comprehensive earnings (loss) $ (151,512 ) $ (151,512 ) $ 155,357 $ (5,940 ) $ 2,095 $ (151,512 ) Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated 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 35,745 708 — 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 earnings (loss) — (11,100 ) 45,467 (2,231 ) — 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 — Earnings (loss) before income taxes (13,098 ) (5,179 ) 78,374 (2,231 ) (63,045 ) (5,179 ) Income tax expense — 7,919 — — — 7,919 Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 78,374 $ (2,231 ) $ (63,045 ) $ (13,098 ) Total other comprehensive earnings (loss), net of tax 1,324 1,324 — — (1,324 ) 1,324 Total comprehensive earnings (loss) $ (11,774 ) $ (11,774 ) $ 78,374 $ (2,231 ) $ (64,369 ) $ (11,774 ) Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 202,174 $ (6,718 ) $ 211,757 $ (406,110 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 287,930 68,841 5,858 — 362,629 Impairment charges — 466,155 — — — 466,155 Deferred income taxes — (97,167 ) — (5,674 ) — (102,841 ) Other — (26,585 ) (583 ) 16,326 (1,103 ) (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — — (210,654 ) — Changes in operating assets and liabilities, net — 126,863 (74,438 ) (49,721 ) — 2,704 Net cash provided by (used for) operating activities — 304,812 45,709 (39,929 ) — 310,592 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (254,094 ) (45,479 ) (1,872 ) — (301,445 ) Acquisition of MyTheresa — — — (896 ) — (896 ) Investment in subsidiaries — (30,204 ) — 30,204 — — Net cash provided by (used for) investing activities — (284,298 ) (45,479 ) 27,436 — (302,341 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 555,000 — — — 555,000 Repayment of borrowings — (549,426 ) — — — (549,426 ) Payment of contingent earn-out obligation — — — (27,185 ) — (27,185 ) Intercompany notes payable (receivable) — (39,459 ) — 39,459 — — Net cash provided by (used for) financing activities — (33,885 ) — 12,274 — (21,611 ) Effect of exchange rate changes on cash and cash equivalents — — — 2,229 — 2,229 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (13,371 ) 230 2,010 — (11,131 ) Beginning balance — 53,162 706 19,106 — 72,974 Ending balance $ — $ 39,791 $ 936 $ 21,116 $ — $ 61,843 Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ 14,949 $ 1,622 $ 235,662 $ (27,122 ) $ (210,162 ) $ 14,949 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 270,482 72,066 4,842 — 347,390 Deferred income taxes — (62,143 ) — (7,593 ) — (69,736 ) Other — (5,430 ) 1,986 34,483 (13,327 ) 17,712 Intercompany royalty income payable (receivable) — 148,678 (148,678 ) — — — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — — 223,489 — Changes in operating assets and liabilities, net — 11,467 (140,710 ) 48,240 — (81,003 ) Net cash provided by operating activities — 156,136 20,326 52,850 — 229,312 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (248,286 ) (20,988 ) (1,194 ) — (270,468 ) Acquisition of MyTheresa — — — (181,727 ) — (181,727 ) Net cash used for investing activities — (248,286 ) (20,988 ) (182,921 ) — (452,195 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 530,000 — — — 530,000 Repayment of borrowings — (429,427 ) — — — (429,427 ) Intercompany notes payable (receivable) — (150,000 ) — 150,000 — — Debt issuance costs paid — (265 ) — — — (265 ) Net cash provided by (used for) financing activities — (49,692 ) — 150,000 — 100,308 Effect of exchange rate changes on cash and cash equivalents — — — (927 ) — (927 ) CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (141,842 ) (662 ) 19,002 — (123,502 ) Beginning balance — 195,004 1,368 104 — 196,476 Ending balance $ — $ 53,162 $ 706 $ 19,106 $ — $ 72,974 Acquisition and Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 155,357 $ (5,940 ) $ (15,334 ) $ (134,083 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 224,664 54,413 — — 279,077 Loss on debt extinguishment — 7,882 — — — 7,882 Deferred income taxes — (117,874 ) — — — (117,874 ) Other — 149,940 53 3,613 — 153,606 Intercompany royalty income payable (receivable) — 106,783 (106,783 ) — — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — — 15,334 — Changes in operating assets and liabilities, net — 216,411 (88,799 ) (32,835 ) — 94,777 Net cash provided by (used for) operating activities — 304,306 14,241 (35,162 ) — 283,385 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (124,321 ) (13,686 ) — — (138,007 ) Acquisition of Neiman Marcus Group LTD LLC — (3,388,585 ) — — — (3,388,585 ) Investment in Asian e-commerce retailer — — — 35,000 — 35,000 Net cash provided by (used for) investing activities — (3,512,906 ) (13,686 ) 35,000 — (3,491,592 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 170,000 — — — 170,000 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 — (2,770,185 ) — — — (2,770,185 ) Debt issuance costs paid — (178,606 ) — — — (178,606 ) Cash equity contributions — 1,557,350 — — — 1,557,350 Net cash provided by financing activities — 3,288,559 — — — 3,288,559 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 79,959 555 (162 ) — 80,352 Beginning balance — 115,045 813 266 — 116,124 Ending balance $ — $ 195,004 $ 1,368 $ 104 $ — $ 196,476 Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 78,374 $ (2,231 ) $ (63,045 ) $ (13,098 ) Adjustments to reconcile net earnings (loss) 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 (66 ) 1,523 — 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 (45,629 ) 945 — (23,215 ) Net cash provided by operating activities — 6,173 5,901 237 — 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 Increase (decrease) during the period — (20,782 ) (7 ) 237 — (20,552 ) Beginning balance — 135,827 820 29 — 136,676 Ending balance $ — $ 115,045 $ 813 $ 266 $ — $ 116,124 CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 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 and 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 (i) Bergdorf Goodman, Inc., through which we conduct the operations of our Bergdorf Goodman stores, (ii) NM Nevada Trust, which holds legal title to certain real property and intangible assets used by NMG in conducting its operations and (iii) NMG Germany GmbH, through which we conduct 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. July 30, 2016 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 39,791 $ 22,052 $ — $ 61,843 Merchandise inventories — 917,138 208,187 — 1,125,325 Other current assets — 132,434 17,215 (2,771 ) 146,878 Total current assets — 1,089,363 247,454 (2,771 ) 1,334,046 Property and equipment, net — 1,440,968 147,153 — 1,588,121 Intangible assets, net — 566,084 2,678,418 — 3,244,502 Goodwill — 1,412,146 660,672 — 2,072,818 Other long-term assets — 15,153 2,248 — 17,401 Intercompany notes receivable — 196,686 — (196,686 ) — Investments in subsidiaries 943,131 3,341,664 — (4,284,795 ) — Total assets $ 943,131 $ 8,062,064 $ 3,735,945 $ (4,484,252 ) $ 8,256,888 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 257,047 $ 60,689 $ — $ 317,736 Accrued liabilities — 373,108 122,309 (2,771 ) 492,646 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 659,581 182,998 (2,771 ) 839,808 Long-term liabilities: Long-term debt — 4,584,281 — — 4,584,281 Intercompany notes payable — — 196,686 (196,686 ) — Deferred income taxes — 1,285,829 10,964 — 1,296,793 Other long-term liabilities — 589,242 3,633 — 592,875 Total long-term liabilities — 6,459,352 211,283 (196,686 ) 6,473,949 Total member equity 943,131 943,131 3,341,664 (4,284,795 ) 943,131 Total liabilities and member equity $ 943,131 $ 8,062,064 $ 3,735,945 $ (4,484,252 ) $ 8,256,888 August 1, 2015 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 53,162 $ 19,812 $ — $ 72,974 Merchandise inventories — 970,295 184,549 — 1,154,844 Other current assets — 108,252 18,082 (165 ) 126,169 Total current assets — 1,131,709 222,443 (165 ) 1,353,987 Property and equipment, net — 1,359,118 118,768 — 1,477,886 Intangible assets, net — 625,937 2,972,625 — 3,598,562 Goodwill — 1,611,365 661,118 — 2,272,483 Other long-term assets — 15,490 1,354 — 16,844 Intercompany notes receivable — 150,028 — (150,028 ) — Investments in subsidiaries 1,413,744 3,617,680 — (5,031,424 ) — Total assets $ 1,413,744 $ 8,511,327 $ 3,976,308 $ (5,181,617 ) $ 8,719,762 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 291,089 $ 51,910 $ — $ 342,999 Accrued liabilities — 380,255 113,188 (165 ) 493,278 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 700,770 165,098 (165 ) 865,703 Long-term liabilities: Long-term debt — 4,556,023 — — 4,556,023 Intercompany notes payable — — 150,028 (150,028 ) — Deferred income taxes — 1,423,564 16,813 — 1,440,377 Other long-term liabilities — 417,226 26,689 — 443,915 Total long-term liabilities — 6,396,813 193,530 (150,028 ) 6,440,315 Total member equity 1,413,744 1,413,744 3,617,680 (5,031,424 ) 1,413,744 Total liabilities and member equity $ 1,413,744 $ 8,511,327 $ 3,976,308 $ (5,181,617 ) $ 8,719,762 Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,963,977 $ 985,495 $ — $ 4,949,472 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,660,197 662,311 — 3,322,508 Selling, general and administrative expenses (excluding depreciation) — 923,379 194,549 — 1,117,928 Income from credit card program — (55,070 ) (5,578 ) — (60,648 ) Depreciation expense — 205,011 21,857 — 226,868 Amortization of intangible assets and favorable lease commitments — 58,347 52,842 — 111,189 Other expenses — 22,283 4,844 — 27,127 Impairment charges — 466,155 — — 466,155 Operating earnings (loss) — (316,325 ) 54,670 — (261,655 ) Interest expense, net — 277,301 8,295 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — Foreign currency loss (gain) — — 1,484 (1,484 ) — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — (210,654 ) — Earnings (loss) before income taxes (406,110 ) (548,455 ) 195,176 212,138 (547,251 ) Income tax expense (benefit) — (141,242 ) (280 ) 381 (141,141 ) Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 195,456 $ 211,757 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) (1,179 ) 63,510 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (469,544 ) $ 194,277 $ 275,267 $ (470,723 ) Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 4,127,954 $ 967,133 $ — $ 5,095,087 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,677,767 627,711 — 3,305,478 Selling, general and administrative expenses (excluding depreciation) — 975,259 186,816 — 1,162,075 Income from credit card program — (47,434 ) (5,335 ) — (52,769 ) Depreciation expense — 163,737 21,813 — 185,550 Amortization of intangible assets and favorable lease commitments — 82,185 55,095 — 137,280 Other expenses — 31,881 7,593 — 39,474 Operating earnings — 244,559 73,440 — 317,999 Interest expense, net — 287,776 2,147 — 289,923 Intercompany royalty charges (income) — 148,678 (148,678 ) — — Foreign currency loss (gain) — — 18,351 (18,351 ) — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — 223,489 — Earnings (loss) before income taxes 14,949 16,645 201,620 (205,138 ) 28,076 Income tax expense (benefit) — 15,023 (6,920 ) 5,024 13,127 Net earnings (loss) $ 14,949 $ 1,622 $ 208,540 $ (210,162 ) $ 14,949 Total other comprehensive earnings (loss), net of tax (33,799 ) (16,913 ) (3,558 ) 20,471 (33,799 ) Total comprehensive earnings (loss) $ (18,850 ) $ (15,291 ) $ 204,982 $ (189,691 ) $ (18,850 ) Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,103,810 $ 606,383 $ — $ 3,710,193 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,164,309 398,679 — 2,562,988 Selling, general and administrative expenses (excluding depreciation) — 724,085 110,921 — 835,006 Income from credit card program — (36,795 ) (3,877 ) — (40,672 ) Depreciation expense — 100,097 13,237 — 113,334 Amortization of intangible assets and favorable lease commitments — 107,450 41,176 — 148,626 Other expenses — 78,467 3,613 — 82,080 Operating earnings (loss) — (33,803 ) 42,634 — 8,831 Interest expense, net — 232,739 — — 232,739 Intercompany royalty charges (income) — 106,783 (106,783 ) — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — 15,334 — Earnings (loss) before income taxes (134,083 ) (223,908 ) 149,417 (15,334 ) (223,908 ) Income tax benefit — (89,825 ) — — (89,825 ) Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 149,417 $ (15,334 ) $ (134,083 ) Total other comprehensive earnings (loss), net of tax (17,429 ) (17,429 ) — 17,429 (17,429 ) Total comprehensive earnings (loss) $ (151,512 ) $ (151,512 ) $ 149,417 $ 2,095 $ (151,512 ) Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated 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 earnings (loss) — (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 — Earnings (loss) before income taxes (13,098 ) (5,179 ) 76,143 (63,045 ) (5,179 ) Income tax expense — 7,919 — — 7,919 Net earnings (loss) $ (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 earnings (loss) $ (11,774 ) $ (11,774 ) $ 76,143 $ (64,369 ) $ (11,774 ) Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 195,456 $ 211,757 $ (406,110 ) Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 287,930 74,699 — 362,629 Impairment charges — 466,155 — — 466,155 Deferred income taxes — (97,167 ) (5,674 ) — (102,841 ) Other — (26,585 ) 15,743 (1,103 ) (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — (210,654 ) — Changes in operating assets and liabilities, net — 126,863 (124,159 ) — 2,704 Net cash provided by operating activities — 304,812 5,780 — 310,592 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (254,094 ) (47,351 ) — (301,445 ) Acquisition of MyTheresa — — (896 ) — (896 ) Investment in subsidiaries — (30,204 ) 30,204 — — Net cash used for investing activities — (284,298 ) (18,043 ) — (302,341 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 555,000 — — 555,000 Repayment of borrowings — (549,426 ) — — (549,426 ) Payment of contingent earn-out obligation — — (27,185 ) — (27,185 ) Intercompany notes payable (receivable) — (39,459 ) 39,459 — — Net cash provided by (used for) financing activities — (33,885 ) 12,274 — (21,611 ) Effect of exchange rate changes on cash and cash equivalents — — 2,229 — 2,229 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (13,371 ) 2,240 — (11,131 ) Beginning balance — 53,162 19,812 — 72,974 Ending balance $ — $ 39,791 $ 22,052 $ — $ 61,843 Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ 14,949 $ 1,622 $ 208,540 $ (210,162 ) $ 14,949 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 270,482 76,908 — 347,390 Deferred income taxes — (62,143 ) (7,593 ) — (69,736 ) Other — (5,430 ) 36,469 (13,327 ) 17,712 Intercompany royalty income payable (receivable) — 148,678 (148,678 ) — — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — 223,489 — Changes in operating assets and liabilities, net — 11,467 (92,470 ) — (81,003 ) Net cash provided by operating activities — 156,136 73,176 — 229,312 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (248,286 ) (22,182 ) — (270,468 ) Acquisition of MyTheresa — — (181,727 ) — (181,727 ) Net cash used for investing activities — (248,286 ) (203,909 ) — (452,195 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 530,000 — — 530,000 Repayment of borrowings — (429,427 ) — — (429,427 ) Intercompany notes payable (receivable) — (150,000 ) 150,000 — — Debt issuance costs paid — (265 ) — — (265 ) Net cash provided by (used for) financing activities — (49,692 ) 150,000 — 100,308 Effect of exchange rate changes on cash and cash equivalents — — (927 ) — (927 ) CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (141,842 ) 18,340 — (123,502 ) Beginning balance — 195,004 1,472 — 196,476 Ending balance $ — $ 53,162 $ 19,812 $ — $ 72,974 Acquisition and Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 149,417 $ (15,334 ) $ (134,083 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 224,664 54,413 — 279,077 Loss on debt extinguishment — 7,882 — — 7,882 Deferred income taxes — (117,874 ) — — (117,874 ) Other — 149,940 3,666 — 153,606 Intercompany royalty income payable (receivable) — 106,783 (106,783 ) — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — 15,334 — Changes in operating assets and liabilities, net — 216,411 (121,634 ) — 94,777 Net cash provided by (used for) operating activities — 304,306 (20,921 ) — 283,385 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (124,321 ) (13,686 ) — (138,007 ) Acquisition of Neiman Marcus Group LTD LLC — (3,388,585 ) — — (3,388,585 ) Investment in Asian e-commerce retailer — — 35,000 — 35,000 Net cash provided by (used for) investing activities — (3,512,906 ) 21,314 — (3,491,592 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 170,000 — — 170,000 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 — (2,770,185 ) — — (2,770,185 ) Debt issuance costs paid — (178,606 ) — — (178,606 ) Cash equity contributions — 1,557,350 — — 1,557,350 Net cash provided by financing activities — 3,288,559 — — 3,288,559 CASH AND CASH EQUIVALENTS Increase during the period — 79,959 393 — 80,352 Beginning balance — 115,045 1,079 — 116,124 Ending balance $ — $ 195,004 $ 1,472 $ — $ 196,476 Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 76,143 $ (63,045 ) $ (13,098 ) Adjustments to reconcile net earnings (loss) 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 operati |
CONDENSED CONSOLIDATING FINAN27
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 2028 Debentures) | 12 Months Ended |
Jul. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Financial Information (with respect to NMG's obligations under the 2028 Debentures) | CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility) All of NMG’s obligations under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility are guaranteed by Holdings and our current and future direct and indirect wholly owned subsidiaries, subject to exceptions as more fully described in Note 9 of the Notes to Consolidated Financial Statements. Currently, the Company’s non-guarantor subsidiaries under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility consist principally of NMG Germany GmbH, through which we conduct the operations of MyTheresa. The following condensed consolidating financial information represents the financial information of the Company and its non-guarantor subsidiaries under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility, 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. July 30, 2016 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 39,791 $ 936 $ 21,116 $ — $ 61,843 Merchandise inventories — 917,138 145,518 62,669 — 1,125,325 Other current assets — 132,434 12,311 4,904 (2,771 ) 146,878 Total current assets — 1,089,363 158,765 88,689 (2,771 ) 1,334,046 Property and equipment, net — 1,440,968 144,186 2,967 — 1,588,121 Intangible assets, net — 566,084 2,605,413 73,005 — 3,244,502 Goodwill — 1,412,146 537,263 123,409 — 2,072,818 Other long-term assets — 15,153 2,248 — — 17,401 Intercompany notes receivable — 196,686 — — (196,686 ) — Investments in subsidiaries 943,131 3,341,664 — — (4,284,795 ) — Total assets $ 943,131 $ 8,062,064 $ 3,447,875 $ 288,070 $ (4,484,252 ) $ 8,256,888 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 257,047 $ 37,082 $ 23,607 $ — $ 317,736 Accrued liabilities — 373,108 70,488 51,821 (2,771 ) 492,646 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 659,581 107,570 75,428 (2,771 ) 839,808 Long-term liabilities: Long-term debt — 4,584,281 — — — 4,584,281 Intercompany notes payable — — — 196,686 (196,686 ) — Deferred income taxes — 1,285,829 — 10,964 — 1,296,793 Other long-term liabilities — 589,242 3,633 — — 592,875 Total long-term liabilities — 6,459,352 3,633 207,650 (196,686 ) 6,473,949 Total member equity 943,131 943,131 3,336,672 4,992 (4,284,795 ) 943,131 Total liabilities and member equity $ 943,131 $ 8,062,064 $ 3,447,875 $ 288,070 $ (4,484,252 ) $ 8,256,888 August 1, 2015 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 53,162 $ 706 $ 19,106 $ — $ 72,974 Merchandise inventories — 970,295 145,046 39,503 — 1,154,844 Other current assets — 108,252 12,328 5,754 (165 ) 126,169 Total current assets — 1,131,709 158,080 64,363 (165 ) 1,353,987 Property and equipment, net — 1,359,118 116,634 2,134 — 1,477,886 Intangible assets, net — 625,937 2,893,928 78,697 — 3,598,562 Goodwill — 1,611,365 537,263 123,855 — 2,272,483 Other long-term assets — 15,490 1,354 — — 16,844 Intercompany notes receivable — 150,028 — — (150,028 ) — Investments in subsidiaries 1,413,744 3,617,680 — — (5,031,424 ) — Total assets $ 1,413,744 $ 8,511,327 $ 3,707,259 $ 269,049 $ (5,181,617 ) $ 8,719,762 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 291,089 $ 35,420 $ 16,490 $ — $ 342,999 Accrued liabilities — 380,255 73,939 39,249 (165 ) 493,278 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 700,770 109,359 55,739 (165 ) 865,703 Long-term liabilities: Long-term debt — 4,556,023 — — — 4,556,023 Intercompany notes payable — — — 150,028 (150,028 ) — Deferred income taxes — 1,423,564 — 16,813 — 1,440,377 Other long-term liabilities — 417,226 3,314 23,375 — 443,915 Total long-term liabilities — 6,396,813 3,314 190,216 (150,028 ) 6,440,315 Total member equity 1,413,744 1,413,744 3,594,586 23,094 (5,031,424 ) 1,413,744 Total liabilities and member equity $ 1,413,744 $ 8,511,327 $ 3,707,259 $ 269,049 $ (5,181,617 ) $ 8,719,762 Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,963,977 $ 783,689 $ 201,806 $ — $ 4,949,472 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,660,197 532,796 129,515 — 3,322,508 Selling, general and administrative expenses (excluding depreciation) — 923,379 135,741 58,808 — 1,117,928 Income from credit card program — (55,070 ) (5,578 ) — — (60,648 ) Depreciation expense — 205,011 20,858 999 — 226,868 Amortization of intangible assets and favorable lease commitments — 58,347 47,983 4,859 — 111,189 Other expenses — 22,283 — 4,844 — 27,127 Impairment charges — 466,155 — — — 466,155 Operating earnings (loss) — (316,325 ) 51,889 2,781 — (261,655 ) Interest expense, net — 277,301 — 8,295 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — — Foreign currency loss (gain) — — — 1,484 (1,484 ) — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — — (210,654 ) — Earnings (loss) before income taxes (406,110 ) (548,455 ) 202,174 (6,998 ) 212,138 (547,251 ) Income tax expense (benefit) — (141,242 ) — (280 ) 381 (141,141 ) Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 202,174 $ (6,718 ) $ 211,757 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) — (1,179 ) 63,510 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (469,544 ) $ 202,174 $ (7,897 ) $ 275,267 $ (470,723 ) Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 4,127,954 $ 844,459 $ 122,674 $ — $ 5,095,087 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,677,767 542,474 85,237 — 3,305,478 Selling, general and administrative expenses (excluding depreciation) — 975,259 148,270 38,546 — 1,162,075 Income from credit card program — (47,434 ) (5,335 ) — — (52,769 ) Depreciation expense — 163,737 21,133 680 — 185,550 Amortization of intangible assets and favorable lease commitments — 82,185 50,933 4,162 — 137,280 Other expenses — 31,881 — 7,593 — 39,474 Operating earnings (loss) — 244,559 86,984 (13,544 ) — 317,999 Interest expense, net — 287,776 — 2,147 — 289,923 Intercompany royalty charges (income) — 148,678 (148,678 ) — — — Foreign currency loss (gain) — — — 18,351 (18,351 ) — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — — 223,489 — Earnings (loss) before income taxes 14,949 16,645 235,662 (34,042 ) (205,138 ) 28,076 Income tax expense (benefit) — 15,023 — (6,920 ) 5,024 13,127 Net earnings (loss) $ 14,949 $ 1,622 $ 235,662 $ (27,122 ) $ (210,162 ) $ 14,949 Total other comprehensive earnings (loss), net of tax (33,799 ) (16,913 ) — (3,558 ) 20,471 (33,799 ) Total comprehensive earnings (loss) $ (18,850 ) $ (15,291 ) $ 235,662 $ (30,680 ) $ (189,691 ) $ (18,850 ) Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,103,810 $ 606,383 $ — $ — $ 3,710,193 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,164,309 398,679 — — 2,562,988 Selling, general and administrative expenses (excluding depreciation) — 724,085 108,594 2,327 — 835,006 Income from credit card program — (36,795 ) (3,877 ) — — (40,672 ) Depreciation expense — 100,097 13,237 — — 113,334 Amortization of intangible assets and favorable lease commitments — 107,450 41,176 — — 148,626 Other expenses — 78,467 — 3,613 — 82,080 Operating earnings (loss) — (33,803 ) 48,574 (5,940 ) — 8,831 Interest expense, net — 232,739 — — — 232,739 Intercompany royalty charges (income) — 106,783 (106,783 ) — — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — — 15,334 — Earnings (loss) before income taxes (134,083 ) (223,908 ) 155,357 (5,940 ) (15,334 ) (223,908 ) Income tax benefit — (89,825 ) — — — (89,825 ) Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 155,357 $ (5,940 ) $ (15,334 ) $ (134,083 ) Total other comprehensive earnings (loss), net of tax (17,429 ) (17,429 ) — — 17,429 (17,429 ) Total comprehensive earnings (loss) $ (151,512 ) $ (151,512 ) $ 155,357 $ (5,940 ) $ 2,095 $ (151,512 ) Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated 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 35,745 708 — 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 earnings (loss) — (11,100 ) 45,467 (2,231 ) — 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 — Earnings (loss) before income taxes (13,098 ) (5,179 ) 78,374 (2,231 ) (63,045 ) (5,179 ) Income tax expense — 7,919 — — — 7,919 Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 78,374 $ (2,231 ) $ (63,045 ) $ (13,098 ) Total other comprehensive earnings (loss), net of tax 1,324 1,324 — — (1,324 ) 1,324 Total comprehensive earnings (loss) $ (11,774 ) $ (11,774 ) $ 78,374 $ (2,231 ) $ (64,369 ) $ (11,774 ) Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 202,174 $ (6,718 ) $ 211,757 $ (406,110 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 287,930 68,841 5,858 — 362,629 Impairment charges — 466,155 — — — 466,155 Deferred income taxes — (97,167 ) — (5,674 ) — (102,841 ) Other — (26,585 ) (583 ) 16,326 (1,103 ) (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — — (210,654 ) — Changes in operating assets and liabilities, net — 126,863 (74,438 ) (49,721 ) — 2,704 Net cash provided by (used for) operating activities — 304,812 45,709 (39,929 ) — 310,592 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (254,094 ) (45,479 ) (1,872 ) — (301,445 ) Acquisition of MyTheresa — — — (896 ) — (896 ) Investment in subsidiaries — (30,204 ) — 30,204 — — Net cash provided by (used for) investing activities — (284,298 ) (45,479 ) 27,436 — (302,341 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 555,000 — — — 555,000 Repayment of borrowings — (549,426 ) — — — (549,426 ) Payment of contingent earn-out obligation — — — (27,185 ) — (27,185 ) Intercompany notes payable (receivable) — (39,459 ) — 39,459 — — Net cash provided by (used for) financing activities — (33,885 ) — 12,274 — (21,611 ) Effect of exchange rate changes on cash and cash equivalents — — — 2,229 — 2,229 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (13,371 ) 230 2,010 — (11,131 ) Beginning balance — 53,162 706 19,106 — 72,974 Ending balance $ — $ 39,791 $ 936 $ 21,116 $ — $ 61,843 Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ 14,949 $ 1,622 $ 235,662 $ (27,122 ) $ (210,162 ) $ 14,949 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 270,482 72,066 4,842 — 347,390 Deferred income taxes — (62,143 ) — (7,593 ) — (69,736 ) Other — (5,430 ) 1,986 34,483 (13,327 ) 17,712 Intercompany royalty income payable (receivable) — 148,678 (148,678 ) — — — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — — 223,489 — Changes in operating assets and liabilities, net — 11,467 (140,710 ) 48,240 — (81,003 ) Net cash provided by operating activities — 156,136 20,326 52,850 — 229,312 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (248,286 ) (20,988 ) (1,194 ) — (270,468 ) Acquisition of MyTheresa — — — (181,727 ) — (181,727 ) Net cash used for investing activities — (248,286 ) (20,988 ) (182,921 ) — (452,195 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 530,000 — — — 530,000 Repayment of borrowings — (429,427 ) — — — (429,427 ) Intercompany notes payable (receivable) — (150,000 ) — 150,000 — — Debt issuance costs paid — (265 ) — — — (265 ) Net cash provided by (used for) financing activities — (49,692 ) — 150,000 — 100,308 Effect of exchange rate changes on cash and cash equivalents — — — (927 ) — (927 ) CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (141,842 ) (662 ) 19,002 — (123,502 ) Beginning balance — 195,004 1,368 104 — 196,476 Ending balance $ — $ 53,162 $ 706 $ 19,106 $ — $ 72,974 Acquisition and Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 155,357 $ (5,940 ) $ (15,334 ) $ (134,083 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 224,664 54,413 — — 279,077 Loss on debt extinguishment — 7,882 — — — 7,882 Deferred income taxes — (117,874 ) — — — (117,874 ) Other — 149,940 53 3,613 — 153,606 Intercompany royalty income payable (receivable) — 106,783 (106,783 ) — — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — — 15,334 — Changes in operating assets and liabilities, net — 216,411 (88,799 ) (32,835 ) — 94,777 Net cash provided by (used for) operating activities — 304,306 14,241 (35,162 ) — 283,385 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (124,321 ) (13,686 ) — — (138,007 ) Acquisition of Neiman Marcus Group LTD LLC — (3,388,585 ) — — — (3,388,585 ) Investment in Asian e-commerce retailer — — — 35,000 — 35,000 Net cash provided by (used for) investing activities — (3,512,906 ) (13,686 ) 35,000 — (3,491,592 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 170,000 — — — 170,000 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 — (2,770,185 ) — — — (2,770,185 ) Debt issuance costs paid — (178,606 ) — — — (178,606 ) Cash equity contributions — 1,557,350 — — — 1,557,350 Net cash provided by financing activities — 3,288,559 — — — 3,288,559 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 79,959 555 (162 ) — 80,352 Beginning balance — 115,045 813 266 — 116,124 Ending balance $ — $ 195,004 $ 1,368 $ 104 $ — $ 196,476 Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 78,374 $ (2,231 ) $ (63,045 ) $ (13,098 ) Adjustments to reconcile net earnings (loss) 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 (66 ) 1,523 — 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 (45,629 ) 945 — (23,215 ) Net cash provided by operating activities — 6,173 5,901 237 — 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 Increase (decrease) during the period — (20,782 ) (7 ) 237 — (20,552 ) Beginning balance — 135,827 820 29 — 136,676 Ending balance $ — $ 115,045 $ 813 $ 266 $ — $ 116,124 CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 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 and 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 (i) Bergdorf Goodman, Inc., through which we conduct the operations of our Bergdorf Goodman stores, (ii) NM Nevada Trust, which holds legal title to certain real property and intangible assets used by NMG in conducting its operations and (iii) NMG Germany GmbH, through which we conduct 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. July 30, 2016 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 39,791 $ 22,052 $ — $ 61,843 Merchandise inventories — 917,138 208,187 — 1,125,325 Other current assets — 132,434 17,215 (2,771 ) 146,878 Total current assets — 1,089,363 247,454 (2,771 ) 1,334,046 Property and equipment, net — 1,440,968 147,153 — 1,588,121 Intangible assets, net — 566,084 2,678,418 — 3,244,502 Goodwill — 1,412,146 660,672 — 2,072,818 Other long-term assets — 15,153 2,248 — 17,401 Intercompany notes receivable — 196,686 — (196,686 ) — Investments in subsidiaries 943,131 3,341,664 — (4,284,795 ) — Total assets $ 943,131 $ 8,062,064 $ 3,735,945 $ (4,484,252 ) $ 8,256,888 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 257,047 $ 60,689 $ — $ 317,736 Accrued liabilities — 373,108 122,309 (2,771 ) 492,646 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 659,581 182,998 (2,771 ) 839,808 Long-term liabilities: Long-term debt — 4,584,281 — — 4,584,281 Intercompany notes payable — — 196,686 (196,686 ) — Deferred income taxes — 1,285,829 10,964 — 1,296,793 Other long-term liabilities — 589,242 3,633 — 592,875 Total long-term liabilities — 6,459,352 211,283 (196,686 ) 6,473,949 Total member equity 943,131 943,131 3,341,664 (4,284,795 ) 943,131 Total liabilities and member equity $ 943,131 $ 8,062,064 $ 3,735,945 $ (4,484,252 ) $ 8,256,888 August 1, 2015 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 53,162 $ 19,812 $ — $ 72,974 Merchandise inventories — 970,295 184,549 — 1,154,844 Other current assets — 108,252 18,082 (165 ) 126,169 Total current assets — 1,131,709 222,443 (165 ) 1,353,987 Property and equipment, net — 1,359,118 118,768 — 1,477,886 Intangible assets, net — 625,937 2,972,625 — 3,598,562 Goodwill — 1,611,365 661,118 — 2,272,483 Other long-term assets — 15,490 1,354 — 16,844 Intercompany notes receivable — 150,028 — (150,028 ) — Investments in subsidiaries 1,413,744 3,617,680 — (5,031,424 ) — Total assets $ 1,413,744 $ 8,511,327 $ 3,976,308 $ (5,181,617 ) $ 8,719,762 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 291,089 $ 51,910 $ — $ 342,999 Accrued liabilities — 380,255 113,188 (165 ) 493,278 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 700,770 165,098 (165 ) 865,703 Long-term liabilities: Long-term debt — 4,556,023 — — 4,556,023 Intercompany notes payable — — 150,028 (150,028 ) — Deferred income taxes — 1,423,564 16,813 — 1,440,377 Other long-term liabilities — 417,226 26,689 — 443,915 Total long-term liabilities — 6,396,813 193,530 (150,028 ) 6,440,315 Total member equity 1,413,744 1,413,744 3,617,680 (5,031,424 ) 1,413,744 Total liabilities and member equity $ 1,413,744 $ 8,511,327 $ 3,976,308 $ (5,181,617 ) $ 8,719,762 Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,963,977 $ 985,495 $ — $ 4,949,472 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,660,197 662,311 — 3,322,508 Selling, general and administrative expenses (excluding depreciation) — 923,379 194,549 — 1,117,928 Income from credit card program — (55,070 ) (5,578 ) — (60,648 ) Depreciation expense — 205,011 21,857 — 226,868 Amortization of intangible assets and favorable lease commitments — 58,347 52,842 — 111,189 Other expenses — 22,283 4,844 — 27,127 Impairment charges — 466,155 — — 466,155 Operating earnings (loss) — (316,325 ) 54,670 — (261,655 ) Interest expense, net — 277,301 8,295 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — Foreign currency loss (gain) — — 1,484 (1,484 ) — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — (210,654 ) — Earnings (loss) before income taxes (406,110 ) (548,455 ) 195,176 212,138 (547,251 ) Income tax expense (benefit) — (141,242 ) (280 ) 381 (141,141 ) Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 195,456 $ 211,757 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) (1,179 ) 63,510 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (469,544 ) $ 194,277 $ 275,267 $ (470,723 ) Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 4,127,954 $ 967,133 $ — $ 5,095,087 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,677,767 627,711 — 3,305,478 Selling, general and administrative expenses (excluding depreciation) — 975,259 186,816 — 1,162,075 Income from credit card program — (47,434 ) (5,335 ) — (52,769 ) Depreciation expense — 163,737 21,813 — 185,550 Amortization of intangible assets and favorable lease commitments — 82,185 55,095 — 137,280 Other expenses — 31,881 7,593 — 39,474 Operating earnings — 244,559 73,440 — 317,999 Interest expense, net — 287,776 2,147 — 289,923 Intercompany royalty charges (income) — 148,678 (148,678 ) — — Foreign currency loss (gain) — — 18,351 (18,351 ) — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — 223,489 — Earnings (loss) before income taxes 14,949 16,645 201,620 (205,138 ) 28,076 Income tax expense (benefit) — 15,023 (6,920 ) 5,024 13,127 Net earnings (loss) $ 14,949 $ 1,622 $ 208,540 $ (210,162 ) $ 14,949 Total other comprehensive earnings (loss), net of tax (33,799 ) (16,913 ) (3,558 ) 20,471 (33,799 ) Total comprehensive earnings (loss) $ (18,850 ) $ (15,291 ) $ 204,982 $ (189,691 ) $ (18,850 ) Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,103,810 $ 606,383 $ — $ 3,710,193 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,164,309 398,679 — 2,562,988 Selling, general and administrative expenses (excluding depreciation) — 724,085 110,921 — 835,006 Income from credit card program — (36,795 ) (3,877 ) — (40,672 ) Depreciation expense — 100,097 13,237 — 113,334 Amortization of intangible assets and favorable lease commitments — 107,450 41,176 — 148,626 Other expenses — 78,467 3,613 — 82,080 Operating earnings (loss) — (33,803 ) 42,634 — 8,831 Interest expense, net — 232,739 — — 232,739 Intercompany royalty charges (income) — 106,783 (106,783 ) — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — 15,334 — Earnings (loss) before income taxes (134,083 ) (223,908 ) 149,417 (15,334 ) (223,908 ) Income tax benefit — (89,825 ) — — (89,825 ) Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 149,417 $ (15,334 ) $ (134,083 ) Total other comprehensive earnings (loss), net of tax (17,429 ) (17,429 ) — 17,429 (17,429 ) Total comprehensive earnings (loss) $ (151,512 ) $ (151,512 ) $ 149,417 $ 2,095 $ (151,512 ) Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated 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 earnings (loss) — (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 — Earnings (loss) before income taxes (13,098 ) (5,179 ) 76,143 (63,045 ) (5,179 ) Income tax expense — 7,919 — — 7,919 Net earnings (loss) $ (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 earnings (loss) $ (11,774 ) $ (11,774 ) $ 76,143 $ (64,369 ) $ (11,774 ) Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 195,456 $ 211,757 $ (406,110 ) Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 287,930 74,699 — 362,629 Impairment charges — 466,155 — — 466,155 Deferred income taxes — (97,167 ) (5,674 ) — (102,841 ) Other — (26,585 ) 15,743 (1,103 ) (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — (210,654 ) — Changes in operating assets and liabilities, net — 126,863 (124,159 ) — 2,704 Net cash provided by operating activities — 304,812 5,780 — 310,592 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (254,094 ) (47,351 ) — (301,445 ) Acquisition of MyTheresa — — (896 ) — (896 ) Investment in subsidiaries — (30,204 ) 30,204 — — Net cash used for investing activities — (284,298 ) (18,043 ) — (302,341 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 555,000 — — 555,000 Repayment of borrowings — (549,426 ) — — (549,426 ) Payment of contingent earn-out obligation — — (27,185 ) — (27,185 ) Intercompany notes payable (receivable) — (39,459 ) 39,459 — — Net cash provided by (used for) financing activities — (33,885 ) 12,274 — (21,611 ) Effect of exchange rate changes on cash and cash equivalents — — 2,229 — 2,229 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (13,371 ) 2,240 — (11,131 ) Beginning balance — 53,162 19,812 — 72,974 Ending balance $ — $ 39,791 $ 22,052 $ — $ 61,843 Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ 14,949 $ 1,622 $ 208,540 $ (210,162 ) $ 14,949 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 270,482 76,908 — 347,390 Deferred income taxes — (62,143 ) (7,593 ) — (69,736 ) Other — (5,430 ) 36,469 (13,327 ) 17,712 Intercompany royalty income payable (receivable) — 148,678 (148,678 ) — — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — 223,489 — Changes in operating assets and liabilities, net — 11,467 (92,470 ) — (81,003 ) Net cash provided by operating activities — 156,136 73,176 — 229,312 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (248,286 ) (22,182 ) — (270,468 ) Acquisition of MyTheresa — — (181,727 ) — (181,727 ) Net cash used for investing activities — (248,286 ) (203,909 ) — (452,195 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 530,000 — — 530,000 Repayment of borrowings — (429,427 ) — — (429,427 ) Intercompany notes payable (receivable) — (150,000 ) 150,000 — — Debt issuance costs paid — (265 ) — — (265 ) Net cash provided by (used for) financing activities — (49,692 ) 150,000 — 100,308 Effect of exchange rate changes on cash and cash equivalents — — (927 ) — (927 ) CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (141,842 ) 18,340 — (123,502 ) Beginning balance — 195,004 1,472 — 196,476 Ending balance $ — $ 53,162 $ 19,812 $ — $ 72,974 Acquisition and Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 149,417 $ (15,334 ) $ (134,083 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 224,664 54,413 — 279,077 Loss on debt extinguishment — 7,882 — — 7,882 Deferred income taxes — (117,874 ) — — (117,874 ) Other — 149,940 3,666 — 153,606 Intercompany royalty income payable (receivable) — 106,783 (106,783 ) — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — 15,334 — Changes in operating assets and liabilities, net — 216,411 (121,634 ) — 94,777 Net cash provided by (used for) operating activities — 304,306 (20,921 ) — 283,385 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (124,321 ) (13,686 ) — (138,007 ) Acquisition of Neiman Marcus Group LTD LLC — (3,388,585 ) — — (3,388,585 ) Investment in Asian e-commerce retailer — — 35,000 — 35,000 Net cash provided by (used for) investing activities — (3,512,906 ) 21,314 — (3,491,592 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 170,000 — — 170,000 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 — (2,770,185 ) — — (2,770,185 ) Debt issuance costs paid — (178,606 ) — — (178,606 ) Cash equity contributions — 1,557,350 — — 1,557,350 Net cash provided by financing activities — 3,288,559 — — 3,288,559 CASH AND CASH EQUIVALENTS Increase during the period — 79,959 393 — 80,352 Beginning balance — 115,045 1,079 — 116,124 Ending balance $ — $ 195,004 $ 1,472 $ — $ 196,476 Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 76,143 $ (63,045 ) $ (13,098 ) Adjustments to reconcile net earnings (loss) 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 operati |
QUARTERLY FINANCIAL INFORMATION
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Jul. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Fiscal year 2016 (Successor) (in millions) First Quarter Second Quarter Third Quarter Fourth Quarter Total Revenues $ 1,164.9 $ 1,487.0 $ 1,169.3 $ 1,128.3 $ 4,949.5 Gross profit (1) 428.8 460.7 425.8 311.7 1,627.0 Net earnings (loss) (2) (10.5 ) 7.9 3.8 (407.3 ) (406.1 ) Fiscal year 2015 (Successor) First Quarter Second Quarter Third Quarter Fourth Quarter Total Revenues $ 1,186.5 $ 1,521.8 $ 1,220.1 $ 1,166.7 $ 5,095.1 Gross profit (1) 458.1 502.7 465.1 363.7 1,789.6 Net earnings (loss) 0.2 27.8 19.8 (32.9 ) 14.9 (1) Gross profit includes revenues less cost of goods sold including buying and occupancy costs (excluding depreciation). (2) For fiscal year 2016, net earnings (loss) include pretax impairment charges related to (i) $228.9 million for the writedown to fair value of the net carrying value of tradenames, (ii) $199.2 million for the writedown to fair value of goodwill and (iii) $38.1 million for the writedown to fair value of the net carrying value of certain long-lived assets recorded in the fourth quarter. |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | 12 Months Ended |
Jul. 30, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts and Reserves | NEIMAN MARCUS GROUP LTD LLC VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (in thousands) Three years ended July 30, 2016 Column A Column B Column C Column D Column E Additions Description Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period Reserve for estimated sales returns Year ended July 30, 2016 (Successor) $ 44,046 $ 977,811 $ — $ (976,521 ) (A) $ 45,336 Year ended August 1, 2015 (Successor) $ 38,869 $ 953,238 $ — $ (948,061 ) (A) $ 44,046 Thirty-nine weeks ended August 2, 2014 (Successor) $ 53,741 $ 597,721 $ — $ (612,593 ) (A) $ 38,869 Thirteen weeks ended November 2, 2013 (Predecessor) $ 37,370 $ 196,601 $ — $ (180,230 ) (A) $ 53,741 Reserves for self-insurance Year ended July 30, 2016 (Successor) $ 37,943 $ 75,821 $ — $ (77,567 ) (B) $ 36,197 Year ended August 1, 2015 (Successor) $ 38,732 $ 76,306 $ — $ (77,095 ) (B) $ 37,943 Thirty-nine weeks ended August 2, 2014 (Successor) $ 36,632 $ 58,064 $ — $ (55,964 ) (B) $ 38,732 Thirteen weeks ended November 2, 2013 (Predecessor) $ 37,626 $ 17,380 $ — $ (18,374 ) (B) $ 36,632 (A) Gross margin on actual sales returns, net of commissions. (B) Claims and expenses paid, net of employee contributions. |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jul. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION Neiman Marcus Group LTD LLC (the "Company") is a luxury omni-channel retailer conducting store and online operations principally under the Neiman Marcus, Bergdorf Goodman, Last Call and MyTheresa brand names. References to “we,” “our” and “us” are used to refer to the Company or collectively 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 Neiman Marcus Group, Inc. (f/k/a 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 entities affiliated with Ares Management, L.P. and Canada Pension Plan Investment Board (together, the "Sponsors") and certain co-investors. Previously, the Company was a subsidiary of Newton Holding, LLC, which was controlled by investment funds affiliated with TPG Global, LLC (collectively with its affiliates, "TPG") and Warburg Pincus LLC (together with TPG, the "Former Sponsors"). 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"). The Company’s operations are conducted through its direct wholly owned subsidiary, The Neiman Marcus Group LLC ("NMG"). In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. The operations of MyTheresa are conducted primarily through the mytheresa.com website. The accompanying Consolidated Financial Statements set forth financial information of the Company and its subsidiaries on a consolidated basis and 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 (i) fiscal year 2016 relate to the fifty-two weeks ended July 30, 2016 , (ii) fiscal year 2015 relate to the fifty-two weeks ended August 1, 2015 and (iii) fiscal year 2014 relate to the fifty-two weeks ended August 2, 2014 (consisting of the thirty-nine weeks ended August 2, 2014 of the Successor and the thirteen weeks ended November 2, 2013 of the Predecessor). Certain prior period balances have been reclassified to conform to the current period presentation due primarily to our adoption of recent accounting pronouncements related to the presentation of debt issuance costs and deferred income taxes. |
Estimates and Critical Accounting Policies | ESTIMATES AND CRITICAL ACCOUNTING POLICIES We are required to make estimates and assumptions about future events in preparing our financial statements in conformity with generally accepted accounting principles ("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 accompanying 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 assumptions on an ongoing basis and predicate those estimates and assumptions on historical experience and on various other factors that we believe are reasonable under the circumstances. We make adjustments to our estimates and assumptions when facts and circumstances dictate. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates and assumptions used in preparing the accompanying Consolidated Financial Statements. |
Purchase Accounting | Purchase Accounting. We account for acquisitions in accordance with the provisions of Accounting Standards Codification ("ASC") Topic 805, Business Combinations , whereby the purchase price paid to effect the acquisitions was allocated to state the acquired assets and liabilities at fair value. The Acquisition and the 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. The MyTheresa acquisition and the allocation of the purchase price were recorded for accounting purposes as of November 1, 2014, the end of our first quarter of fiscal year 2015. In connection with the allocations of the purchase price, 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, which resulted in increases in the carrying value of our property and equipment and inventory, the revaluation of intangible assets for our tradenames, customer lists and favorable lease commitments, the revaluation of our long-term benefit plan obligations and, with respect to the MyTheresa acquisition, the recording of our contingent earn-out obligation at estimated fair value, among other things. |
Fair Value Measurements | Fair Value Measurements. Certain of our assets and liabilities are required to be measured at fair value on a recurring basis. 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents. Cash and cash equivalents primarily consist of cash on hand in our stores, deposits with banks and overnight investments with banks and financial institutions. Cash equivalents are stated at cost, which approximates fair value. Our cash management system provides for the reimbursement of all major bank disbursement accounts on a daily basis. |
Merchandise Inventories and Cost of Goods Sold | Merchandise Inventories and Cost of Goods Sold. We utilize the retail inventory method of accounting. Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are determined by applying a calculated cost-to-retail ratio, for various groupings of similar items, to the retail value of our inventories. The cost of the inventory reflected in the Consolidated Financial Statements is decreased by charges to cost of goods sold at average cost and the retail value of the inventory is lowered through the use of markdowns. Earnings are negatively impacted when merchandise is marked down. As we adjust the retail value of our inventories through the use of markdowns to reflect market conditions, our merchandise inventories are stated at the lower of cost or market. The areas requiring significant management judgment related to the valuation of our inventories include (i) setting the original retail value for the merchandise held for sale, (ii) recognizing merchandise for which the customer’s perception of value has declined and appropriately marking the retail value of the merchandise down to the perceived value and (iii) estimating the shrinkage that has occurred between physical inventory counts. These judgments and estimates, coupled with the averaging processes within the retail method, can, under certain circumstances, produce varying financial results. Factors that can lead to different financial results include (i) determination of original retail values for merchandise held for sale, (ii) identification of declines in perceived value of inventories and processing the appropriate retail value markdowns and (iii) overly optimistic or conservative estimation of shrinkage. In prior years, we have not made material changes to our estimates of shrinkage or markdown requirements on inventories held as of the end of our fiscal years. Consistent with industry business practice, we receive allowances from certain of our vendors in support of the merchandise we purchase for resale. Certain allowances are received to reimburse us for markdowns taken or to support the gross margins that we earn in connection with the sales of the vendor’s merchandise. These allowances result in an increase to gross margin when we earn the allowances and they are approved by the vendor. Other allowances we receive represent reductions to the amounts we pay to acquire the merchandise. These allowances reduce the cost of the acquired merchandise and are recognized at the time the goods are sold. The amounts of vendor allowances we receive fluctuate based partially on the level of markdowns taken and did not have a significant impact on the year-over-year change in gross margin during fiscal years 2016 , 2015 or 2014 . We received vendor allowances of $100.8 million in fiscal year 2016 , $94.8 million in fiscal year 2015 , $88.5 million for the thirty-nine weeks ended August 2, 2014 and $5.0 million for the thirteen weeks ended November 2, 2013. We obtain certain merchandise, primarily precious jewelry, on a consignment basis to expand our product assortment. Consignment merchandise held by us with a cost basis of $416.5 million at July 30, 2016 and $399.0 million at August 1, 2015 is not reflected in our Consolidated Balance Sheets. Cost of goods sold also includes delivery charges we pay to third party carriers and other costs related to the fulfillment of customer orders not delivered at the point-of-sale. |
Long-lived Assets | Long-lived Assets. Property and equipment are stated at cost less accumulated depreciation. In connection with the Acquisition, the cost basis of the acquired property and equipment was adjusted to its estimated fair value. For financial reporting purposes, we compute depreciation principally using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are depreciated over five to 30 years while fixtures and equipment are depreciated over three to 15 years . Leasehold improvements are amortized over the shorter of the asset life or the lease term (which may include renewal periods when exercise of the renewal option is at our discretion and exercise of the renewal option is considered reasonably assured). Costs incurred for the development of internal computer software are capitalized and amortized using the straight-line method over three to ten years . We assess the recoverability of the carrying values of our store assets, consisting of property and equipment, customer lists and favorable lease commitments, annually and upon the occurrence of certain events. The recoverability assessment with respect to our long-lived assets is performed at the store level. This assessment is based upon the comparison of the undiscounted cash flows anticipated to be generated from the store to the net carrying value of the store assets. To the extent the undiscounted store-level cash flows are not sufficient to recover the net carrying value of the store assets, the assets are impaired and written down to their estimated fair value based upon discounted future cash flows. Based upon the review of our store-level assets conducted in fiscal year 2016, we identified certain property and equipment and other definite-lived intangible assets to be impaired by $38.1 million . The recoverability assessment related to store-level assets requires judgments and estimates of future revenues, gross margin rates and store expenses. We base these estimates upon our past and expected future performance. We believe our estimates are appropriate in light of current and future market conditions and the best information available at the assessment date. However, future impairment charges could be required if we do not achieve our current revenue or cash flow projections. |
Intangible Assets Subject to Amortization | Intangible Assets Subject to Amortization. Prior to the Acquisition, Predecessor definite-lived intangible assets, primarily customer lists, were amortized over their estimated useful lives, ranging from four to 24 years (weighted average life of 13 years from the October 6, 2005 acquisition by the Former Sponsors). Predecessor favorable lease commitments were amortized over the remaining lives of the leases, ranging from nine to 49 years (weighted average life of 33 years from the October 6, 2005 acquisition by the Former Sponsors). Subsequent to the Acquisition and the MyTheresa acquisition, Successor 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 six to 16 years (weighted average life of 13 years from the respective acquisition dates). Successor favorable lease commitments are amortized straight-line over the remaining lives of the leases, ranging from four to 55 years (weighted average life of 30 years from the acquisition dates). |
Indefinite-lived Intangible Assets and Goodwill | 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. The recoverability assessment with respect to each of the tradenames used in our operations requires us to estimate the fair value of the asset as of the assessment date. Such determination is made using discounted cash flow techniques (Level 3 determination of fair value). Significant inputs to the valuation model include: • future revenue and profitability projections associated with the tradename; • estimated market royalty rates that could be derived from the licensing of our tradenames to third parties in order to establish the cash flows accruing to the benefit of the Company as a result of our ownership of our tradenames; and • rate used to discount the estimated royalty cash flow projections to their present value (or estimated fair value). If the recorded carrying value of the tradename exceeds its estimated fair value, an impairment charge is recorded to write the tradename down to its estimated fair value. Based upon the review of our tradenames in fiscal year 2016, we determined certain of our tradenames were impaired and recorded impairment charges aggregating $228.9 million . The assessment of the recoverability of the goodwill associated with our Neiman Marcus, Bergdorf Goodman and MyTheresa reporting units involves a two-step process. The first step requires the comparison of the estimated enterprise fair value of each of our reporting units to its recorded carrying value. We estimate the enterprise fair value based on discounted cash flow techniques (Level 3 determination of fair value). Significant inputs to the valuation model include: • estimated future cash flows; • growth assumptions for future revenues as well as future gross margin rates, expense rates, capital expenditures and other estimates; and • rate, based on our estimated weighted average cost of capital, used to discount our estimated future cash flow projections to their present value (or estimated fair value). If the recorded carrying value of a reporting unit exceeds its estimated enterprise fair value in the first step, a second step is performed in which we allocate the enterprise fair value to the fair value of the reporting unit’s net assets. The second step of the impairment testing process requires, among other things, the estimation of the fair values of substantially all of our tangible and intangible assets. Any enterprise fair value in excess of amounts allocated to such net assets represents the implied fair value of goodwill for that reporting unit. If the recorded goodwill balance for a reporting unit exceeds the implied fair value of goodwill, an impairment charge is recorded to write goodwill down to its fair value. Based upon the review of our recorded goodwill balances in fiscal year 2016, we determined that certain of our goodwill balances were impaired and recorded impairment charges aggregating $199.2 million . The impairment testing process related to our indefinite-lived intangible assets is subject to inherent uncertainties and subjectivity. The use of different assumptions, estimates or judgments with respect to the estimation of the projected future cash flows and the determination of the discount rate used to reduce such projected future cash flows to their net present value could materially increase or decrease any related impairment charge. We believe our estimates are appropriate based upon current and future market conditions and the best information available at the assessment date. However, future impairment charges could be required if we do not achieve our current cash flow, revenue and profitability projections, market royalty rates decrease or the weighted average cost of capital increases. |
Leases | Leases. We lease a significant portion of our retail stores and office facilities. Stores we own are often subject to ground leases. The terms of our real estate leases, including renewal options, range from ten to 130 years. Most leases provide for fixed monthly minimum rentals or contingent rentals based upon sales in excess of stated amounts and normally require us to pay real estate taxes, insurance, common area maintenance costs and other occupancy costs. For leases that contain predetermined, fixed calculations of minimum rentals, we recognize rent expense on a straight-line basis over the lease term. We recognize contingent rent expenses when it is probable that the sales thresholds will be reached during the year. We typically receive cash allowances from developers related to the construction of our stores. We record these allowances as deferred real estate credits, which we recognize as a reduction of rent expense on a straight-line basis over the lease term beginning with the date we take possession of the leased asset. We received construction allowances aggregating $38.3 million in fiscal year 2016 , $34.7 million in fiscal year 2015 , $5.7 million for the thirty-nine weeks ended August 2, 2014 and none for the thirteen weeks ended November 2, 2013. In some cases, a developer will construct a retail store to our requirements pursuant to a lease agreement between the developer and the Company. Typically, the lease agreement provides for the construction and financing of the store shell by the developer and our subsequent construction and financing of the interior finish-out of the store. Since we are involved in the construction of the leased store in these types of arrangements, we must consider the nature and extent of our involvement during the construction period which, in some cases, may result in us being deemed the accounting owner of the construction project. In such cases, ASC Topic 840, Leases , ("ASC Topic 840") requires that we record an asset for the developer's construction costs related to the store shell (included in construction in progress) and recognize an offsetting deferred financing obligation. Upon completion of the project, we perform a sale-leaseback analysis to determine if these assets and the related financing obligation can be derecognized from our Consolidated Balance Sheets. In fiscal year 2016, we capitalized costs incurred by a developer aggregating $46.1 million related to a retail store under construction. |
Benefit Plans | Benefit Plans. We sponsor a defined benefit pension plan ("Pension Plan"), an unfunded supplemental executive retirement plan ("SERP Plan") which provides certain employees additional pension benefits and a postretirement plan providing eligible employees limited postretirement health care benefits ("Postretirement Plan"). In calculating our obligations and related expense, we make various assumptions and estimates, after consulting with outside actuaries and advisors. The annual determination of expense involves calculating the estimated total benefits ultimately payable to plan participants. We use the traditional unit credit method in recognizing pension liabilities. The Pension Plan, SERP Plan and Postretirement Plan are valued as of the end of each fiscal year. As of the third quarter of fiscal year 2010, benefits offered to all employees under our Pension Plan and SERP Plan were frozen. Significant assumptions related to the calculation of our obligations include the discount rates used to calculate the present value of benefit obligations to be paid in the future, the expected long-term rate of return on assets held by the Pension Plan and the health care cost trend rate for the Postretirement Plan, as more fully described in Note 12 of the Notes to Consolidated Financial Statements. We review these assumptions annually based upon currently available information, including information provided by our actuaries. Our obligations related to our employee benefit plans are included in other long-term liabilities. |
Self-insurance and Other Employee Benefit Reserves | Self-insurance and Other Employee Benefit Reserves. We use estimates in the determination of the required accruals for general liability, workers’ compensation and health insurance. We base these estimates upon an examination of historical trends, industry claims experience and independent actuarial estimates. Although we do not expect that we will ultimately pay claims significantly different from our estimates, self-insurance reserves could be affected if future claims experience differs significantly from our historical trends and assumptions. |
Derivative Financial Instruments | Derivative Financial Instruments. We enter into derivative financial instruments, primarily interest rate cap and swap agreements, to hedge the variability of our cash flows related to a portion of our floating rate indebtedness. The derivative financial instruments are recorded at estimated fair value at each balance sheet date and included in assets or liabilities in our Consolidated Balance Sheets. |
Revenues | Revenues. Revenues include sales of merchandise and services and delivery and processing revenues related to merchandise sold. Revenues are recognized at the later of the point of sale or the delivery of goods to the customer. Revenues associated with gift cards are recognized at the time of redemption by the customer. Revenues exclude sales taxes collected from our customers. Delivery and processing revenues were $50.6 million in fiscal year 2016 , $50.1 million in fiscal year 2015 , $38.0 million for the thirty-nine weeks ended August 2, 2014 and $14.8 million for the thirteen weeks ended November 2, 2013. Revenues are reduced when customers return goods previously purchased. We maintain reserves for anticipated sales returns primarily based on our historical trends related to returns by our customers. Our reserves for anticipated sales returns were $45.3 million at July 30, 2016 and $44.0 million at August 1, 2015 . Between 2005 and 2014, we created and maintained e‑commerce websites pursuant to contractual arrangements with certain designers. Pursuant to these arrangements, we purchased and maintained inventory from such designers that was showcased on their respective websites and bore all responsibilities related to the fulfillment of goods purchased on such websites. All of these contractual arrangements expired by the end of the first quarter of fiscal year 2015 and were not renewed. Revenues generated from the operation of the designer websites were $4.7 million in fiscal year 2015, $70.0 million for the thirty‑nine weeks ended August 2, 2014 and $13.5 million for the thirteen weeks ended November 2, 2013. |
Buying and Occupancy Costs | Buying and Occupancy Costs. Our buying costs consist primarily of salaries and expenses incurred by our merchandising and buying operations. Occupancy costs primarily include rent, property taxes and operating costs of our retail, distribution and support facilities and exclude depreciation expense. |
Selling, General and Administrative Expenses (excluding depreciation) | Selling, General and Administrative Expenses (excluding depreciation). Selling, general and administrative expenses consist principally of costs related to employee compensation and benefits in the selling and administrative support areas and advertising and marketing costs. We receive allowances from certain merchandise vendors in connection with compensation programs for employees who sell the vendors’ merchandise. These allowances are netted against the related compensation expenses that we incur. Amounts received from vendors related to compensation programs were $70.3 million in fiscal year 2016 , $76.4 million in fiscal year 2015 , $55.4 million for the thirty-nine weeks ended August 2, 2014 and $18.5 million for the thirteen weeks ended November 2, 2013. Consistent with industry practice, we receive advertising allowances from certain of our merchandise vendors. Substantially all the advertising allowances we receive represent reimbursements of direct, specific and incremental costs that we incur to promote the vendor’s merchandise in connection with our various advertising programs, primarily catalogs and other print media and digital media. Advertising allowances fluctuate based on the level of advertising expenses incurred and are recorded as a reduction of our advertising costs when earned. Advertising allowances were approximately $54.8 million in fiscal year 2016 , $55.0 million in fiscal year 2015 , $31.4 million for the thirty-nine weeks ended August 2, 2014 and $20.0 million for the thirteen weeks ended November 2, 2013. We incur costs to advertise and promote the merchandise assortment offered through our store and online operations. We expense advertising costs for print media costs and promotional materials mailed to our customers at the time of mailing to the customer. We amortize the costs of print catalogs during the periods we expect to generate revenues from such catalogs, generally three to six months . We expense the costs incurred to produce the photographic content on our websites, as well as website design and web marketing costs, as incurred. |
Stock Compensation | Stock Compensation. At the date of grant, the stock option exercise price equals or exceeds the fair market value of Parent's common stock. Because Parent is privately held and there is no public market for its common stock, the fair market value of Parent's common stock is determined by the Board of Directors of Parent (the "Parent Board") or the Compensation Committee, as applicable, at the time option grants are awarded. The estimate of the fair market value of Parent's common stock utilizes both discounted cash flow techniques and the review of market data and involves assumptions regarding a number of complex and subjective variables. Significant inputs to the common stock valuation model include: • future revenue, cash flow and/or profitability projections; • growth assumptions for future revenues as well as future gross margin rates, expense rates, capital expenditures and other estimates; • rates, based on our estimated weighted average cost of capital, used to discount the estimated cash flow projections to their present value (or estimated fair value); • recent transactions and valuation multiples for publicly held companies deemed similar to Parent; • economic conditions and other factors deemed material to the valuation process; and • valuations of Parent performed by third parties. |
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. 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. We recognize income from our credit card program when earned. |
Gift Cards | Gift Cards. The gift cards sold to our customers have no stated expiration dates and, in some cases, are subject to actual and/or potential escheatment rights in various of the jurisdictions in which we operate. |
Loyalty Programs | Loyalty Program. We maintain a customer loyalty program in which customers earn points for qualifying purchases. Upon reaching specified levels, points are redeemed for awards, primarily gift cards. The estimates of the costs associated with the loyalty program require us to make assumptions related to customer purchasing levels and redemption rates. At the time the qualifying sales giving rise to the loyalty program points are made, we defer the portion of the revenues on the qualifying sales transactions equal to the estimated retail value of the gift cards to be redeemed upon conversion of the earned points to gift cards. We record the deferral of revenues related to gift card awards under our loyalty program as a reduction of revenues. |
Income Taxes | Income Taxes. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We are routinely under audit by federal, state or local authorities in the area of income taxes. We regularly evaluate the likelihood of realization of tax benefits derived from positions we have taken in various federal and state filings after consideration of all relevant facts, circumstances and available information. If we believe it is more likely than not that our position will be sustained, we recognize the benefit we believe is cumulatively greater than 50% likely to be realized. |
Foreign Currency | Foreign Currency. We translate the assets and liabilities denominated in a foreign currency into U.S. dollars using the exchange rate in effect at the balance sheet date. Revenues and expenses are translated into U.S. dollars using weighted average exchange rates during the year. We record these translation adjustments as a component of accumulated other comprehensive loss on the Consolidated Balance Sheets. |
Segments | Segments. We conduct our specialty retail store and online operations on an omni-channel basis. As our store and online operations have similar economic characteristics, products, services and customers, our operations constitute a single omni-channel reportable segment. |
Newly Adopted and Recent Accounting Pronouncements | Newly Adopted Accounting Pronouncements. In April 2015, the Financial Accounting Standards Board (the "FASB") issued guidance to simplify the balance sheet presentation of debt issuance costs. The standard requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying value of the associated debt, consistent with the presentation of debt discounts or premiums. The recognition and measurement guidance for debt issuance costs are not affected by the new guidance. In addition, the FASB issued guidance in August 2015 to clarify the treatment of debt issuance costs related to line of credit arrangements. Companies can continue to present debt issuance costs for line of credit arrangements as an asset and subsequently amortize the deferred issuance cost ratably over the term of the arrangement. We adopted this guidance in the fourth quarter of fiscal year 2016 on a retrospective basis. Unamortized debt issuance costs, except unamortized debt issuance costs related to our Asset-Based Revolving Credit Facility, are now presented as a direct reduction of long-term debt on the Company's Consolidated Balance Sheets as of July 30, 2016 and August 1, 2015. U namortized debt issuance costs of $125.3 million as of August 1, 2015 have been reclassified on our Consolidated Balance Sheet from other assets to a direct reduction of long-term debt. In May 2015, the FASB issued guidance that eliminates the requirement to categorize investments measured at net asset value per share (or its equivalent) as a practical expedient in the fair value hierarchy table. This new guidance requires entities to disclose the fair values of such investments so that amounts reported in the fair value hierarchy table can be reconciled to the total fair value of plan assets. We adopted this guidance in the fourth quarter of fiscal year 2016 on a retrospective basis. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements. In November 2015, the FASB issued guidance to simplify the balance sheet presentation of deferred income taxes. The standard requires that deferred tax liabilities and assets be classified as non-current in a balance sheet. We adopted this guidance in the fourth quarter of fiscal year 2016 on a retrospective basis. Deferred taxes previously classified as components of current assets were reclassified to long-term liabilities on the Company's Consolidated Balance Sheets as of July 30, 2016 and August 1, 2015. C urrent deferred tax assets of $30.7 million as of August 1, 2015 have been netted against non-current deferred tax liabilities on our Consolidated Balance Sheet. Recent Accounting Pronouncements. In April 2015, the FASB issued guidance related to the accounting for cloud computing arrangements. Under this guidance, if a cloud computing arrangement includes a software license, the software license element should be accounted for in a manner consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. This new guidance is effective for us as of the first quarter of fiscal year 2017. In March 2016, the FASB issued guidance to simplify how share-based payments are accounted for and presented in the financial statements, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The standard allows (i) entities to withhold an amount up to the employees' maximum individual tax rate in the relevant jurisdiction without resulting in liability classification of the award and (ii) forfeitures to be either estimated, as required currently, or recognized when they occur. This new guidance is effective for us as of the first quarter of fiscal year 2018. In May 2014, the FASB issued guidance to clarify the principles for revenue recognition. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes previous revenue recognition guidance. This new guidance is effective for us no earlier than the first quarter of fiscal year 2019 using one of two retrospective application methods. In February 2016, the FASB issued guidance that requires a lessee to recognize assets and liabilities arising from leases on the balance sheet. Previous GAAP did not require lease assets and liabilities to be recognized for most leases. Additionally, companies are permitted to make an accounting policy election not to recognize lease assets and liabilities for leases with a term of 12 months or less. For both finance leases and operating leases, the lease liability should be initially measured at the present value of the contractual lease payments. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will not significantly change under this new guidance. This new guidance is effective for us as of the first quarter of fiscal year 2020. With respect to each of the recent accounting pronouncements described above, we are currently evaluating which application methods to adopt and the impact of adopting these new accounting standards on our Consolidated Financial Statements. |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Accounting Policies [Abstract] | |
Total estimated amortization of all acquisition-related intangible assets for the next five fiscal years | Total amortization of all intangible assets recorded in connection with acquisitions for the next five fiscal years is currently estimated as follows (in thousands): 2017 $ 104,045 2018 98,183 2019 95,123 2020 88,428 2021 82,538 |
THE ACQUISITION (Tables)
THE ACQUISITION (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Consideration payable to former equity holders (including $26.8 million management rollover) $ 3,382.7 Capitalized transaction costs 32.7 Total consideration paid to effect the Acquisition 3,415.4 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 of historical deferred lease credits 102.3 (6) Write-off of historical debt issuance costs (31.3 ) (7) Write-off of historical goodwill (1,263.4 ) (8) Settlement of unvested Predecessor stock options (Note 15) 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 1,266.8 Excess purchase price related to the Acquisition recorded as goodwill $ 2,148.6 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
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 and liabilities that are required to be measured at fair value on a recurring basis in our Consolidated Balance Sheets: Fair Value Hierarchy July 30, August 1, (in thousands) (Successor) (Successor) Assets: Interest rate caps (included in long-term assets) Level 2 $ — $ 21 Liabilities: Interest rate swaps (included in other long-term liabilities) Level 2 $ 13,167 $ — Contingent earn-out obligation (included in accrued liabilities) Level 3 26,264 27,876 Contingent earn-out obligation (included in other long-term liabilities) Level 3 — 23,375 Stock-based award liability (included in other long-term liabilities) Level 3 5,500 15,873 |
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: July 30, 2016 (Successor) August 1, 2015 (in thousands) Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value Long-term debt: Asset-Based Revolving Credit Facility Level 2 $ 165,000 $ 165,000 $ 130,000 $ 130,000 Senior Secured Term Loan Facility Level 2 2,869,059 2,705,896 2,898,485 2,887,616 Cash Pay Notes Level 2 960,000 818,995 960,000 1,021,200 PIK Toggle Notes Level 2 600,000 480,000 600,000 639,120 2028 Debentures Level 2 122,463 120,325 122,250 124,531 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Significant components of property and equipment, net | The significant components of our net property and equipment are as follows: July 30, August 1, (in thousands) (Successor) (Successor) Land, buildings and improvements $ 1,237,568 $ 1,126,848 Fixtures and equipment 699,469 516,463 Construction in progress 201,903 131,966 2,138,940 1,775,277 Less: accumulated depreciation 550,819 297,391 Property and equipment, net $ 1,588,121 $ 1,477,886 |
GOODWILL AND INTANGIBLE ASSET35
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Significant components of intangible assets and goodwill, by reportable operating segments | The significant components of our intangible assets and goodwill are as follows: (in thousands) Favorable Lease Commitments Other Definite-lived Intangible Assets Tradenames Goodwill Successor: Balance at August 2, 2014 $ 1,094,767 $ 587,519 $ 1,970,698 $ 2,148,627 Additions — 18,751 74,754 139,968 Amortization (54,327 ) (82,953 ) — — Foreign currency translation adjustment — (2,042 ) (8,605 ) (16,112 ) Balance at August 1, 2015 $ 1,040,440 $ 521,275 $ 2,036,847 $ 2,272,483 Amortization (54,178 ) (57,011 ) — — Impairment of goodwill and intangible assets — (12,433 ) (228,877 ) (199,218 ) Foreign currency translation adjustment — (109 ) (724 ) (447 ) Write-offs related to facility closures and other (728 ) — — — Balance at July 30, 2016 $ 985,534 $ 451,722 $ 1,807,246 $ 2,072,818 Total accumulated amortization at July 30, 2016 $ 149,119 $ 248,247 |
IMPAIRMENT CHARGES (Tables)
IMPAIRMENT CHARGES (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Asset Impairment Charges | Based upon our assessment of current economic conditions, our expectations of future business conditions and trends and our projected revenues, earnings and cash flows, we determined certain of our property and equipment, other definite-lived intangible assets, tradenames and goodwill to be impaired and recorded impairment charges in the fourth quarter of fiscal year 2016 aggregating $466.2 million , as follows (in thousands): Tradenames $ 228,877 Goodwill 199,218 Property and equipment 25,627 Other definite-lived intangible assets 12,433 Total $ 466,155 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of significant components of accrued liabilities | The significant components of accrued liabilities are as follows: July 30, August 1, (in thousands) (Successor) (Successor) Accrued salaries and related liabilities $ 65,866 $ 69,928 Amounts due customers 133,000 130,859 Self-insurance reserves 36,197 37,943 Interest payable 59,781 61,072 Sales returns reserves 45,336 44,046 Sales taxes payable 23,636 26,322 Contingent earn-out obligation 26,264 27,876 Other 102,566 95,232 Total $ 492,646 $ 493,278 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of significant components of long-term debt | The significant components of our long-term debt are as follows: Interest Rate July 30, August 1, (in thousands) (Successor) (Successor) Asset-Based Revolving Credit Facility variable $ 165,000 $ 130,000 Senior Secured Term Loan Facility variable 2,869,059 2,898,485 Cash Pay Notes 8.00% 960,000 960,000 PIK Toggle Notes 8.75%/9.50% 600,000 600,000 2028 Debentures 7.125% 122,463 122,250 Total debt 4,716,522 4,710,735 Less: unamortized debt issuance costs (102,815 ) (125,286 ) Less: current portion of Senior Secured Term Loan Facility (29,426 ) (29,426 ) Long-term debt $ 4,584,281 $ 4,556,023 |
Schedule of annual maturities of long-term debt during the next five fiscal years and thereafter | At July 30, 2016 , annual maturities of long-term debt during the next five fiscal years and thereafter are as follows (in millions): 2017 $ 29.4 2018 29.4 2019 194.4 2020 29.4 2021 2,751.4 Thereafter 1,682.5 |
Schedule of significant components of interest expense | The significant components of interest expense are as follows: Fiscal Fiscal Thirty-nine weeks ended Thirteen July 30, August 1, August 2, November 2, (in thousands) (Successor) (Successor) (Successor) (Predecessor) Asset-Based Revolving Credit Facility $ 3,104 $ 1,463 $ 311 $ 75 Senior Secured Term Loan Facility 124,200 125,558 102,818 3,687 Cash Pay Notes 76,800 76,800 57,556 2,773 PIK Toggle Notes 52,500 52,500 39,344 1,896 2028 Debentures 8,906 8,906 6,680 2,226 Former Asset-Based Revolving Credit Facility — — — 477 Former Senior Secured Term Loan Facility — — — 22,521 Amortization of debt issue costs 24,572 24,560 17,117 2,466 Capitalized interest (7,298 ) (2,361 ) (630 ) (140 ) Other, net 2,812 2,497 1,661 1,334 $ 285,596 $ 289,923 $ 224,857 $ 37,315 Loss on debt extinguishment — — 7,882 — Interest expense, net $ 285,596 $ 289,923 $ 232,739 $ 37,315 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of significant components of income tax expense | The significant components of income tax expense (benefit) are as follows: Fiscal Fiscal Thirty-nine Thirteen July 30, August 1, August 2, November 2, (in thousands) (Successor) (Successor) (Successor) (Predecessor) Current: Federal $ (36,557 ) $ 73,928 $ 23,432 $ 12,100 State (7,691 ) 7,955 4,617 2,145 Foreign 5,948 980 — — (38,300 ) 82,863 28,049 14,245 Deferred: Federal (78,804 ) (60,780 ) (98,443 ) (5,291 ) State (18,189 ) (6,080 ) (19,431 ) (1,035 ) Foreign (5,848 ) (2,876 ) — — (102,841 ) (69,736 ) (117,874 ) (6,326 ) Income tax expense (benefit) $ (141,141 ) $ 13,127 $ (89,825 ) $ 7,919 |
Schedule of income before income tax, domestic and foreign | The significant components of earnings (loss) before income taxes are as follows: Fiscal Fiscal Thirty-nine Thirteen July 30, August 1, August 2, November 2, (in thousands) (Successor) (Successor) (Successor) (Predecessor) United States $ (542,310 ) $ 38,399 $ (223,908 ) $ (5,179 ) Foreign (4,941 ) (10,323 ) — — Earnings (loss) before income taxes $ (547,251 ) $ 28,076 $ (223,908 ) $ (5,179 ) |
Schedule of reconciliation of income tax expense to the amount calculated based on federal and state statutory rates | A reconciliation of income tax expense (benefit) to the amount calculated based on the federal and state statutory rates is as follows: Fiscal Fiscal Thirty-nine Thirteen July 30, August 1, August 2, November 2, (in thousands) (Successor) (Successor) (Successor) (Predecessor) Income tax expense (benefit) at statutory rate $ (191,538 ) $ 9,827 $ (78,365 ) $ (1,814 ) State income taxes, net of federal income tax benefit (15,480 ) 1,235 (9,256 ) 635 Impact of non-deductible expenses, including goodwill impairment 64,372 3,330 (2,354 ) 8,514 Tax expense (benefit) related to tax settlements and other changes in tax liabilities (554 ) (555 ) (1,101 ) 133 Impact of foreign tax differential 377 (706 ) — — Unbenefitted losses of foreign subsidiary 1,444 — 1,265 533 Other 238 (4 ) (14 ) (82 ) Total $ (141,141 ) $ 13,127 $ (89,825 ) $ 7,919 Effective tax rate 25.8 % 46.8 % 40.1 % (152.9 )% |
Schedule of significant components of net deferred income tax asset (liability) | Significant components of our net deferred income tax asset (liability) are as follows: July 30, August 1, (in thousands) (Successor) (Successor) Deferred income tax assets: Accruals and reserves $ 31,628 $ 31,460 Employee benefits 202,778 178,899 Other 36,406 27,197 Total deferred tax assets $ 270,812 $ 237,556 Deferred income tax liabilities: Inventory $ (10,125 ) $ (10,094 ) Depreciation and amortization (285,563 ) (253,826 ) Intangible assets (1,241,497 ) (1,374,433 ) Other (30,420 ) (39,580 ) Total deferred tax liabilities (1,567,605 ) (1,677,933 ) Net deferred income tax liability $ (1,296,793 ) $ (1,440,377 ) |
Schedule of reconciliation of the beginning and ending amounts of unrecognized tax benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: July 30, August 1, (in thousands) (Successor) (Successor) Balance at beginning of fiscal year $ 1,854 $ 2,543 Gross amount of decreases for prior year tax positions (1,290 ) (875 ) Gross amount of increases for current year tax positions 3,097 186 Balance at end of fiscal year $ 3,661 $ 1,854 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of obligations for employee benefit plans included in other long-term liabilities | Our obligations for employee benefit plans, included in other long-term liabilities, are as follows: July 30, August 1, (in thousands) (Successor) (Successor) Pension Plan: Projected benefit obligation $ 683,493 $ 612,762 Less: Plan assets (383,817 ) (394,150 ) Pension Plan, net 299,676 218,612 SERP Plan 118,484 111,157 Postretirement Plan 8,600 9,121 426,760 338,890 Less: current portion (7,345 ) (6,724 ) Long-term portion of benefit obligations $ 419,415 $ 332,166 |
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: Fiscal Fiscal Thirty-nine Thirteen July 30, August 1, August 2, November 2, (in thousands) (Successor) (Successor) (Successor) (Predecessor) Pension Plan: Interest cost $ 21,716 $ 25,527 $ 19,516 $ 5,781 Expected return on plan assets (23,229 ) (24,935 ) (18,499 ) (6,401 ) Net amortization of losses — — — 1,095 Pension Plan expense (income) $ (1,513 ) $ 592 $ 1,017 $ 475 SERP Plan: Interest cost $ 3,569 $ 4,505 $ 3,653 $ 1,104 SERP Plan expense $ 3,569 $ 4,505 $ 3,653 $ 1,104 Postretirement Plan: Service cost $ 3 $ 11 $ 19 $ 5 Interest cost 285 451 520 142 Net amortization of prior service cost — — — (321 ) Net amortization of losses (gains) (582 ) (372 ) — 35 Postretirement Plan expense (income) $ (294 ) $ 90 $ 539 $ (139 ) |
Schedule of changes in obligations | Changes in our obligations pursuant to our Pension Plan, SERP Plan and Postretirement Plan during fiscal years 2016 and 2015 are as follows: Pension Plan SERP Plan Postretirement Plan Fiscal years Fiscal years Fiscal years 2016 2015 2016 2015 2016 2015 (in thousands) (Successor) (Successor) (Successor) (Successor) (Successor) (Successor) Projected benefit obligations: Beginning of year $ 612,762 $ 592,918 $ 111,157 $ 113,787 $ 9,121 $ 10,945 Service cost — — — — 3 11 Interest cost 21,716 25,527 3,569 4,505 285 451 Actuarial loss (gain) 72,786 15,764 8,862 (2,292 ) (207 ) (1,476 ) Benefits paid, net (23,771 ) (21,447 ) (5,104 ) (4,843 ) (602 ) (810 ) End of year $ 683,493 $ 612,762 $ 118,484 $ 111,157 $ 8,600 $ 9,121 |
Summary of expected benefit payments | A summary of expected benefit payments related to our Pension Plan, SERP Plan and Postretirement Plan is as follows: Pension SERP Postretirement (in thousands) Plan Plan Plan Fiscal year 2017 $ 26,233 $ 6,747 $ 597 Fiscal year 2018 27,814 6,767 569 Fiscal year 2019 29,262 6,853 542 Fiscal year 2020 30,573 6,981 495 Fiscal year 2021 31,922 7,098 497 Fiscal years 2022-2026 176,163 35,348 2,346 |
Schedule of changes in assets held | Changes in the assets held by our Pension Plan in fiscal years 2016 and 2015 are as follows: Fiscal years 2016 2015 (in thousands) (Successor) (Successor) Fair value of assets at beginning of year $ 394,150 $ 403,028 Actual return on assets 13,438 12,569 Benefits paid (23,771 ) (21,447 ) Fair value of assets at end of year $ 383,817 $ 394,150 |
Schedule of asset allocation by asset category | The asset allocation for our Pension Plan at the end of fiscal years 2016 and 2015 and the target allocation for fiscal year 2017 , by asset category, are as follows: Pension Plan Allocation at Allocation at Target July 31, 2016 July 31, 2015 Equity securities 60 % 59 % 62 % Fixed income securities 40 % 41 % 38 % Total 100 % 100 % 100 % |
Schedule of fair value of plan assets by level within the fair value hierarchy | The following tables set forth by level, within the fair value hierarchy, the Pension Plan’s assets at fair value as of July 30, 2016 and August 1, 2015 . July 30, 2016 (Successor) (in thousands) Level 1 Level 2 Level 3 Total Corporate debt securities $ — $ 96,389 $ — $ 96,389 Mutual funds 22,987 — — 22,987 U.S. government securities 28,894 — — 28,894 Other — 7,442 — 7,442 $ 51,881 $ 103,831 $ — Investments measured at net asset value: Common/collective trusts 59,071 Hedge funds 165,003 Limited partnership interests 4,031 Total investments at fair value $ 383,817 August 1, 2015 (Successor) (in thousands) Level 1 Level 2 Level 3 Total Corporate debt securities $ — $ 91,104 $ — $ 91,104 Mutual funds 27,963 — — 27,963 U.S. government securities 24,335 — — 24,335 Other — 6,130 — 6,130 $ 52,298 $ 97,234 $ — Investments measured at net asset value: Common/collective trusts 52,804 Hedge funds 186,457 Limited partnership interests 5,357 Total investments at fair value $ 394,150 |
Schedule of assumptions utilized in calculating projected benefit obligations and periodic expense of the entity's Pension Plan, SERP Plan and Postretirement Plan | The assumptions we utilized in calculating the projected benefit obligations and periodic expense of our Pension Plan, SERP Plan and Postretirement Plan are as follows: July 31, 2016 July 31, 2015 July 31, November 2, Pension Plan: Discount rate 3.44 % 4.30 % 4.35 % 4.80 % Expected long-term rate of return on plan assets 5.50 % 6.00 % 6.50 % 6.50 % SERP Plan: Discount rate 3.30 % 4.15 % 4.20 % 4.60 % Postretirement Plan: Discount rate 3.33 % 4.15 % 4.25 % 4.80 % Initial health care cost trend rate 7.50 % 7.50 % 8.00 % 8.00 % Ultimate health care cost trend rate 5.00 % 5.00 % 5.00 % 8.00 % |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of rent expense and related occupancy costs under operating leases | Rent expense and related occupancy costs under operating leases is as follows: Fiscal Fiscal Thirty-nine Thirteen July 30, August 1, August 2, November 2, (in thousands) (Successor) (Successor) (Successor) (Predecessor) Minimum rent $ 81,300 $ 73,700 $ 47,800 $ 15,200 Contingent rent 21,900 27,700 22,600 6,900 Other occupancy costs 18,300 16,500 9,400 4,000 Amortization of deferred real estate credits (2,100 ) (800 ) (200 ) (2,000 ) Total rent expense $ 119,400 $ 117,100 $ 79,600 $ 24,100 |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum rental commitments (excluding renewal options) under non-cancelable leases for the next five fiscal years and thereafter are as follows (in thousands): 2017 $ 82,700 2018 85,000 2019 82,300 2020 74,600 2021 72,600 Thereafter 1,730,900 |
ACCUMULATED OTHER COMPREHENSI42
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Components of 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 Losses on Financial Instruments Unfunded Benefit Obligations Total Balance, August 1, 2015 $ (16,886 ) $ (2,826 ) $ (31,516 ) $ (51,228 ) Other comprehensive loss (2,282 ) (6,850 ) (55,831 ) (64,963 ) Amounts reclassified from accumulated other comprehensive loss — 350 — 350 Balance, July 30, 2016 $ (19,168 ) $ (9,326 ) $ (87,347 ) $ (115,841 ) |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock option liability | A summary of our liabilities for our variable stock option awards is as follows: Fiscal year ended Fiscal July 30, August 1, (in thousands) (Successor) (Successor) Balance at beginning of fiscal year $ 15,873 $ 15,787 Stock compensation for increase (decrease) in liability (10,329 ) 383 Forfeitures (44 ) (297 ) Balance at end of fiscal year $ 5,500 $ 15,873 |
Summary of stock option activity | A summary of Successor stock option activity is as follows: Fiscal year ended July 30, 2016 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Outstanding at August 1, 2015 223,228 $ 880 Granted 4,268 1,205 Exercised (626 ) 522 Forfeited (9,273 ) 1,020 Outstanding at July 30, 2016 217,597 $ 881 6.2 Options exercisable at end of fiscal year 89,905 $ 671 4.2 |
Schedule of assumptions used to estimate fair value for stock options at grant date | We used the following assumptions to estimate the fair value for stock options at the grant date: Fiscal year ended Fiscal year ended Thirty-nine weeks ended July 30, August 1, August 2, (Successor) (Successor) (Successor) Weighted average exercise price $ 1,205 $ 1,166 $ 1,000 Weighted term in years 5 5 5 Weighted average volatility 29.43 % 30.20 % 45.12 % Risk-free interest rate 1.33 % 1.55% - 1.63% 1.39 % Dividend yield — — — Weighted average fair value $ 341 $ 343 $ 407 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of revenues by merchandise category as a percentage of net sales | The following table represents our revenues by merchandise category as a percentage of revenues: Fiscal Fiscal Thirty-nine weeks ended Thirteen July 30, August 1, August 2, 2014 November 2, (Successor) (Successor) (Successor) (Predecessor) Women’s Apparel 32 % 32 % 30 % 33 % Women’s Shoes, Handbags and Accessories 28 28 28 27 Men’s Apparel and Shoes 12 12 12 11 Cosmetics and Fragrances 11 11 11 12 Designer and Precious Jewelry 10 10 11 10 Home Furnishings and Decor 5 5 6 5 Other 2 2 2 2 100 % 100 % 100 % 100 % |
OTHER EXPENSES (Tables)
OTHER EXPENSES (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | Other expenses consists of the following components: Fiscal Fiscal Thirty-nine Thirteen July 30, August 1, August 2, November 2, (in thousands) (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 — Other, primarily professional fees — — 1,812 28,942 Total Acquisition transaction costs — — 53,322 109,399 Expenses incurred in connection with strategic growth initiatives 24,318 11,644 5,733 155 MyTheresa acquisition costs 4,443 19,414 2,050 — Expenses related to Cyber-Attack, net of insurance recoveries 1,032 4,078 12,587 — Net gain from facility closure (5,577 ) — — — Equity in loss of Asian e-commerce retailer — — 3,613 1,523 Management fee due to Former Sponsors — — — 2,823 Other expenses 2,911 4,338 4,775 — Total $ 27,127 $ 39,474 $ 82,080 $ 113,900 |
CONDENSED CONSOLIDATING FINAN46
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility) (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of condensed balance sheets | July 30, 2016 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 39,791 $ 936 $ 21,116 $ — $ 61,843 Merchandise inventories — 917,138 145,518 62,669 — 1,125,325 Other current assets — 132,434 12,311 4,904 (2,771 ) 146,878 Total current assets — 1,089,363 158,765 88,689 (2,771 ) 1,334,046 Property and equipment, net — 1,440,968 144,186 2,967 — 1,588,121 Intangible assets, net — 566,084 2,605,413 73,005 — 3,244,502 Goodwill — 1,412,146 537,263 123,409 — 2,072,818 Other long-term assets — 15,153 2,248 — — 17,401 Intercompany notes receivable — 196,686 — — (196,686 ) — Investments in subsidiaries 943,131 3,341,664 — — (4,284,795 ) — Total assets $ 943,131 $ 8,062,064 $ 3,447,875 $ 288,070 $ (4,484,252 ) $ 8,256,888 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 257,047 $ 37,082 $ 23,607 $ — $ 317,736 Accrued liabilities — 373,108 70,488 51,821 (2,771 ) 492,646 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 659,581 107,570 75,428 (2,771 ) 839,808 Long-term liabilities: Long-term debt — 4,584,281 — — — 4,584,281 Intercompany notes payable — — — 196,686 (196,686 ) — Deferred income taxes — 1,285,829 — 10,964 — 1,296,793 Other long-term liabilities — 589,242 3,633 — — 592,875 Total long-term liabilities — 6,459,352 3,633 207,650 (196,686 ) 6,473,949 Total member equity 943,131 943,131 3,336,672 4,992 (4,284,795 ) 943,131 Total liabilities and member equity $ 943,131 $ 8,062,064 $ 3,447,875 $ 288,070 $ (4,484,252 ) $ 8,256,888 August 1, 2015 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 53,162 $ 706 $ 19,106 $ — $ 72,974 Merchandise inventories — 970,295 145,046 39,503 — 1,154,844 Other current assets — 108,252 12,328 5,754 (165 ) 126,169 Total current assets — 1,131,709 158,080 64,363 (165 ) 1,353,987 Property and equipment, net — 1,359,118 116,634 2,134 — 1,477,886 Intangible assets, net — 625,937 2,893,928 78,697 — 3,598,562 Goodwill — 1,611,365 537,263 123,855 — 2,272,483 Other long-term assets — 15,490 1,354 — — 16,844 Intercompany notes receivable — 150,028 — — (150,028 ) — Investments in subsidiaries 1,413,744 3,617,680 — — (5,031,424 ) — Total assets $ 1,413,744 $ 8,511,327 $ 3,707,259 $ 269,049 $ (5,181,617 ) $ 8,719,762 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 291,089 $ 35,420 $ 16,490 $ — $ 342,999 Accrued liabilities — 380,255 73,939 39,249 (165 ) 493,278 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 700,770 109,359 55,739 (165 ) 865,703 Long-term liabilities: Long-term debt — 4,556,023 — — — 4,556,023 Intercompany notes payable — — — 150,028 (150,028 ) — Deferred income taxes — 1,423,564 — 16,813 — 1,440,377 Other long-term liabilities — 417,226 3,314 23,375 — 443,915 Total long-term liabilities — 6,396,813 3,314 190,216 (150,028 ) 6,440,315 Total member equity 1,413,744 1,413,744 3,594,586 23,094 (5,031,424 ) 1,413,744 Total liabilities and member equity $ 1,413,744 $ 8,511,327 $ 3,707,259 $ 269,049 $ (5,181,617 ) $ 8,719,762 July 30, 2016 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 39,791 $ 22,052 $ — $ 61,843 Merchandise inventories — 917,138 208,187 — 1,125,325 Other current assets — 132,434 17,215 (2,771 ) 146,878 Total current assets — 1,089,363 247,454 (2,771 ) 1,334,046 Property and equipment, net — 1,440,968 147,153 — 1,588,121 Intangible assets, net — 566,084 2,678,418 — 3,244,502 Goodwill — 1,412,146 660,672 — 2,072,818 Other long-term assets — 15,153 2,248 — 17,401 Intercompany notes receivable — 196,686 — (196,686 ) — Investments in subsidiaries 943,131 3,341,664 — (4,284,795 ) — Total assets $ 943,131 $ 8,062,064 $ 3,735,945 $ (4,484,252 ) $ 8,256,888 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 257,047 $ 60,689 $ — $ 317,736 Accrued liabilities — 373,108 122,309 (2,771 ) 492,646 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 659,581 182,998 (2,771 ) 839,808 Long-term liabilities: Long-term debt — 4,584,281 — — 4,584,281 Intercompany notes payable — — 196,686 (196,686 ) — Deferred income taxes — 1,285,829 10,964 — 1,296,793 Other long-term liabilities — 589,242 3,633 — 592,875 Total long-term liabilities — 6,459,352 211,283 (196,686 ) 6,473,949 Total member equity 943,131 943,131 3,341,664 (4,284,795 ) 943,131 Total liabilities and member equity $ 943,131 $ 8,062,064 $ 3,735,945 $ (4,484,252 ) $ 8,256,888 August 1, 2015 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 53,162 $ 19,812 $ — $ 72,974 Merchandise inventories — 970,295 184,549 — 1,154,844 Other current assets — 108,252 18,082 (165 ) 126,169 Total current assets — 1,131,709 222,443 (165 ) 1,353,987 Property and equipment, net — 1,359,118 118,768 — 1,477,886 Intangible assets, net — 625,937 2,972,625 — 3,598,562 Goodwill — 1,611,365 661,118 — 2,272,483 Other long-term assets — 15,490 1,354 — 16,844 Intercompany notes receivable — 150,028 — (150,028 ) — Investments in subsidiaries 1,413,744 3,617,680 — (5,031,424 ) — Total assets $ 1,413,744 $ 8,511,327 $ 3,976,308 $ (5,181,617 ) $ 8,719,762 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 291,089 $ 51,910 $ — $ 342,999 Accrued liabilities — 380,255 113,188 (165 ) 493,278 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 700,770 165,098 (165 ) 865,703 Long-term liabilities: Long-term debt — 4,556,023 — — 4,556,023 Intercompany notes payable — — 150,028 (150,028 ) — Deferred income taxes — 1,423,564 16,813 — 1,440,377 Other long-term liabilities — 417,226 26,689 — 443,915 Total long-term liabilities — 6,396,813 193,530 (150,028 ) 6,440,315 Total member equity 1,413,744 1,413,744 3,617,680 (5,031,424 ) 1,413,744 Total liabilities and member equity $ 1,413,744 $ 8,511,327 $ 3,976,308 $ (5,181,617 ) $ 8,719,762 |
Schedule of condensed statements of operations | Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,963,977 $ 783,689 $ 201,806 $ — $ 4,949,472 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,660,197 532,796 129,515 — 3,322,508 Selling, general and administrative expenses (excluding depreciation) — 923,379 135,741 58,808 — 1,117,928 Income from credit card program — (55,070 ) (5,578 ) — — (60,648 ) Depreciation expense — 205,011 20,858 999 — 226,868 Amortization of intangible assets and favorable lease commitments — 58,347 47,983 4,859 — 111,189 Other expenses — 22,283 — 4,844 — 27,127 Impairment charges — 466,155 — — — 466,155 Operating earnings (loss) — (316,325 ) 51,889 2,781 — (261,655 ) Interest expense, net — 277,301 — 8,295 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — — Foreign currency loss (gain) — — — 1,484 (1,484 ) — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — — (210,654 ) — Earnings (loss) before income taxes (406,110 ) (548,455 ) 202,174 (6,998 ) 212,138 (547,251 ) Income tax expense (benefit) — (141,242 ) — (280 ) 381 (141,141 ) Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 202,174 $ (6,718 ) $ 211,757 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) — (1,179 ) 63,510 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (469,544 ) $ 202,174 $ (7,897 ) $ 275,267 $ (470,723 ) Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 4,127,954 $ 844,459 $ 122,674 $ — $ 5,095,087 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,677,767 542,474 85,237 — 3,305,478 Selling, general and administrative expenses (excluding depreciation) — 975,259 148,270 38,546 — 1,162,075 Income from credit card program — (47,434 ) (5,335 ) — — (52,769 ) Depreciation expense — 163,737 21,133 680 — 185,550 Amortization of intangible assets and favorable lease commitments — 82,185 50,933 4,162 — 137,280 Other expenses — 31,881 — 7,593 — 39,474 Operating earnings (loss) — 244,559 86,984 (13,544 ) — 317,999 Interest expense, net — 287,776 — 2,147 — 289,923 Intercompany royalty charges (income) — 148,678 (148,678 ) — — — Foreign currency loss (gain) — — — 18,351 (18,351 ) — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — — 223,489 — Earnings (loss) before income taxes 14,949 16,645 235,662 (34,042 ) (205,138 ) 28,076 Income tax expense (benefit) — 15,023 — (6,920 ) 5,024 13,127 Net earnings (loss) $ 14,949 $ 1,622 $ 235,662 $ (27,122 ) $ (210,162 ) $ 14,949 Total other comprehensive earnings (loss), net of tax (33,799 ) (16,913 ) — (3,558 ) 20,471 (33,799 ) Total comprehensive earnings (loss) $ (18,850 ) $ (15,291 ) $ 235,662 $ (30,680 ) $ (189,691 ) $ (18,850 ) Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,103,810 $ 606,383 $ — $ — $ 3,710,193 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,164,309 398,679 — — 2,562,988 Selling, general and administrative expenses (excluding depreciation) — 724,085 108,594 2,327 — 835,006 Income from credit card program — (36,795 ) (3,877 ) — — (40,672 ) Depreciation expense — 100,097 13,237 — — 113,334 Amortization of intangible assets and favorable lease commitments — 107,450 41,176 — — 148,626 Other expenses — 78,467 — 3,613 — 82,080 Operating earnings (loss) — (33,803 ) 48,574 (5,940 ) — 8,831 Interest expense, net — 232,739 — — — 232,739 Intercompany royalty charges (income) — 106,783 (106,783 ) — — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — — 15,334 — Earnings (loss) before income taxes (134,083 ) (223,908 ) 155,357 (5,940 ) (15,334 ) (223,908 ) Income tax benefit — (89,825 ) — — — (89,825 ) Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 155,357 $ (5,940 ) $ (15,334 ) $ (134,083 ) Total other comprehensive earnings (loss), net of tax (17,429 ) (17,429 ) — — 17,429 (17,429 ) Total comprehensive earnings (loss) $ (151,512 ) $ (151,512 ) $ 155,357 $ (5,940 ) $ 2,095 $ (151,512 ) Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated 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 35,745 708 — 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 earnings (loss) — (11,100 ) 45,467 (2,231 ) — 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 — Earnings (loss) before income taxes (13,098 ) (5,179 ) 78,374 (2,231 ) (63,045 ) (5,179 ) Income tax expense — 7,919 — — — 7,919 Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 78,374 $ (2,231 ) $ (63,045 ) $ (13,098 ) Total other comprehensive earnings (loss), net of tax 1,324 1,324 — — (1,324 ) 1,324 Total comprehensive earnings (loss) $ (11,774 ) $ (11,774 ) $ 78,374 $ (2,231 ) $ (64,369 ) $ (11,774 ) Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,963,977 $ 985,495 $ — $ 4,949,472 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,660,197 662,311 — 3,322,508 Selling, general and administrative expenses (excluding depreciation) — 923,379 194,549 — 1,117,928 Income from credit card program — (55,070 ) (5,578 ) — (60,648 ) Depreciation expense — 205,011 21,857 — 226,868 Amortization of intangible assets and favorable lease commitments — 58,347 52,842 — 111,189 Other expenses — 22,283 4,844 — 27,127 Impairment charges — 466,155 — — 466,155 Operating earnings (loss) — (316,325 ) 54,670 — (261,655 ) Interest expense, net — 277,301 8,295 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — Foreign currency loss (gain) — — 1,484 (1,484 ) — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — (210,654 ) — Earnings (loss) before income taxes (406,110 ) (548,455 ) 195,176 212,138 (547,251 ) Income tax expense (benefit) — (141,242 ) (280 ) 381 (141,141 ) Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 195,456 $ 211,757 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) (1,179 ) 63,510 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (469,544 ) $ 194,277 $ 275,267 $ (470,723 ) Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 4,127,954 $ 967,133 $ — $ 5,095,087 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,677,767 627,711 — 3,305,478 Selling, general and administrative expenses (excluding depreciation) — 975,259 186,816 — 1,162,075 Income from credit card program — (47,434 ) (5,335 ) — (52,769 ) Depreciation expense — 163,737 21,813 — 185,550 Amortization of intangible assets and favorable lease commitments — 82,185 55,095 — 137,280 Other expenses — 31,881 7,593 — 39,474 Operating earnings — 244,559 73,440 — 317,999 Interest expense, net — 287,776 2,147 — 289,923 Intercompany royalty charges (income) — 148,678 (148,678 ) — — Foreign currency loss (gain) — — 18,351 (18,351 ) — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — 223,489 — Earnings (loss) before income taxes 14,949 16,645 201,620 (205,138 ) 28,076 Income tax expense (benefit) — 15,023 (6,920 ) 5,024 13,127 Net earnings (loss) $ 14,949 $ 1,622 $ 208,540 $ (210,162 ) $ 14,949 Total other comprehensive earnings (loss), net of tax (33,799 ) (16,913 ) (3,558 ) 20,471 (33,799 ) Total comprehensive earnings (loss) $ (18,850 ) $ (15,291 ) $ 204,982 $ (189,691 ) $ (18,850 ) Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,103,810 $ 606,383 $ — $ 3,710,193 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,164,309 398,679 — 2,562,988 Selling, general and administrative expenses (excluding depreciation) — 724,085 110,921 — 835,006 Income from credit card program — (36,795 ) (3,877 ) — (40,672 ) Depreciation expense — 100,097 13,237 — 113,334 Amortization of intangible assets and favorable lease commitments — 107,450 41,176 — 148,626 Other expenses — 78,467 3,613 — 82,080 Operating earnings (loss) — (33,803 ) 42,634 — 8,831 Interest expense, net — 232,739 — — 232,739 Intercompany royalty charges (income) — 106,783 (106,783 ) — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — 15,334 — Earnings (loss) before income taxes (134,083 ) (223,908 ) 149,417 (15,334 ) (223,908 ) Income tax benefit — (89,825 ) — — (89,825 ) Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 149,417 $ (15,334 ) $ (134,083 ) Total other comprehensive earnings (loss), net of tax (17,429 ) (17,429 ) — 17,429 (17,429 ) Total comprehensive earnings (loss) $ (151,512 ) $ (151,512 ) $ 149,417 $ 2,095 $ (151,512 ) Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated 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 earnings (loss) — (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 — Earnings (loss) before income taxes (13,098 ) (5,179 ) 76,143 (63,045 ) (5,179 ) Income tax expense — 7,919 — — 7,919 Net earnings (loss) $ (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 earnings (loss) $ (11,774 ) $ (11,774 ) $ 76,143 $ (64,369 ) $ (11,774 ) |
Schedule of condensed statements of cash flows | Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 202,174 $ (6,718 ) $ 211,757 $ (406,110 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 287,930 68,841 5,858 — 362,629 Impairment charges — 466,155 — — — 466,155 Deferred income taxes — (97,167 ) — (5,674 ) — (102,841 ) Other — (26,585 ) (583 ) 16,326 (1,103 ) (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — — (210,654 ) — Changes in operating assets and liabilities, net — 126,863 (74,438 ) (49,721 ) — 2,704 Net cash provided by (used for) operating activities — 304,812 45,709 (39,929 ) — 310,592 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (254,094 ) (45,479 ) (1,872 ) — (301,445 ) Acquisition of MyTheresa — — — (896 ) — (896 ) Investment in subsidiaries — (30,204 ) — 30,204 — — Net cash provided by (used for) investing activities — (284,298 ) (45,479 ) 27,436 — (302,341 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 555,000 — — — 555,000 Repayment of borrowings — (549,426 ) — — — (549,426 ) Payment of contingent earn-out obligation — — — (27,185 ) — (27,185 ) Intercompany notes payable (receivable) — (39,459 ) — 39,459 — — Net cash provided by (used for) financing activities — (33,885 ) — 12,274 — (21,611 ) Effect of exchange rate changes on cash and cash equivalents — — — 2,229 — 2,229 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (13,371 ) 230 2,010 — (11,131 ) Beginning balance — 53,162 706 19,106 — 72,974 Ending balance $ — $ 39,791 $ 936 $ 21,116 $ — $ 61,843 Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ 14,949 $ 1,622 $ 235,662 $ (27,122 ) $ (210,162 ) $ 14,949 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 270,482 72,066 4,842 — 347,390 Deferred income taxes — (62,143 ) — (7,593 ) — (69,736 ) Other — (5,430 ) 1,986 34,483 (13,327 ) 17,712 Intercompany royalty income payable (receivable) — 148,678 (148,678 ) — — — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — — 223,489 — Changes in operating assets and liabilities, net — 11,467 (140,710 ) 48,240 — (81,003 ) Net cash provided by operating activities — 156,136 20,326 52,850 — 229,312 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (248,286 ) (20,988 ) (1,194 ) — (270,468 ) Acquisition of MyTheresa — — — (181,727 ) — (181,727 ) Net cash used for investing activities — (248,286 ) (20,988 ) (182,921 ) — (452,195 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 530,000 — — — 530,000 Repayment of borrowings — (429,427 ) — — — (429,427 ) Intercompany notes payable (receivable) — (150,000 ) — 150,000 — — Debt issuance costs paid — (265 ) — — — (265 ) Net cash provided by (used for) financing activities — (49,692 ) — 150,000 — 100,308 Effect of exchange rate changes on cash and cash equivalents — — — (927 ) — (927 ) CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (141,842 ) (662 ) 19,002 — (123,502 ) Beginning balance — 195,004 1,368 104 — 196,476 Ending balance $ — $ 53,162 $ 706 $ 19,106 $ — $ 72,974 Acquisition and Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 155,357 $ (5,940 ) $ (15,334 ) $ (134,083 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 224,664 54,413 — — 279,077 Loss on debt extinguishment — 7,882 — — — 7,882 Deferred income taxes — (117,874 ) — — — (117,874 ) Other — 149,940 53 3,613 — 153,606 Intercompany royalty income payable (receivable) — 106,783 (106,783 ) — — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — — 15,334 — Changes in operating assets and liabilities, net — 216,411 (88,799 ) (32,835 ) — 94,777 Net cash provided by (used for) operating activities — 304,306 14,241 (35,162 ) — 283,385 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (124,321 ) (13,686 ) — — (138,007 ) Acquisition of Neiman Marcus Group LTD LLC — (3,388,585 ) — — — (3,388,585 ) Investment in Asian e-commerce retailer — — — 35,000 — 35,000 Net cash provided by (used for) investing activities — (3,512,906 ) (13,686 ) 35,000 — (3,491,592 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 170,000 — — — 170,000 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 — (2,770,185 ) — — — (2,770,185 ) Debt issuance costs paid — (178,606 ) — — — (178,606 ) Cash equity contributions — 1,557,350 — — — 1,557,350 Net cash provided by financing activities — 3,288,559 — — — 3,288,559 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 79,959 555 (162 ) — 80,352 Beginning balance — 115,045 813 266 — 116,124 Ending balance $ — $ 195,004 $ 1,368 $ 104 $ — $ 196,476 Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 78,374 $ (2,231 ) $ (63,045 ) $ (13,098 ) Adjustments to reconcile net earnings (loss) 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 (66 ) 1,523 — 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 (45,629 ) 945 — (23,215 ) Net cash provided by operating activities — 6,173 5,901 237 — 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 Increase (decrease) during the period — (20,782 ) (7 ) 237 — (20,552 ) Beginning balance — 135,827 820 29 — 136,676 Ending balance $ — $ 115,045 $ 813 $ 266 $ — $ 116,124 Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 195,456 $ 211,757 $ (406,110 ) Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 287,930 74,699 — 362,629 Impairment charges — 466,155 — — 466,155 Deferred income taxes — (97,167 ) (5,674 ) — (102,841 ) Other — (26,585 ) 15,743 (1,103 ) (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — (210,654 ) — Changes in operating assets and liabilities, net — 126,863 (124,159 ) — 2,704 Net cash provided by operating activities — 304,812 5,780 — 310,592 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (254,094 ) (47,351 ) — (301,445 ) Acquisition of MyTheresa — — (896 ) — (896 ) Investment in subsidiaries — (30,204 ) 30,204 — — Net cash used for investing activities — (284,298 ) (18,043 ) — (302,341 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 555,000 — — 555,000 Repayment of borrowings — (549,426 ) — — (549,426 ) Payment of contingent earn-out obligation — — (27,185 ) — (27,185 ) Intercompany notes payable (receivable) — (39,459 ) 39,459 — — Net cash provided by (used for) financing activities — (33,885 ) 12,274 — (21,611 ) Effect of exchange rate changes on cash and cash equivalents — — 2,229 — 2,229 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (13,371 ) 2,240 — (11,131 ) Beginning balance — 53,162 19,812 — 72,974 Ending balance $ — $ 39,791 $ 22,052 $ — $ 61,843 Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ 14,949 $ 1,622 $ 208,540 $ (210,162 ) $ 14,949 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 270,482 76,908 — 347,390 Deferred income taxes — (62,143 ) (7,593 ) — (69,736 ) Other — (5,430 ) 36,469 (13,327 ) 17,712 Intercompany royalty income payable (receivable) — 148,678 (148,678 ) — — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — 223,489 — Changes in operating assets and liabilities, net — 11,467 (92,470 ) — (81,003 ) Net cash provided by operating activities — 156,136 73,176 — 229,312 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (248,286 ) (22,182 ) — (270,468 ) Acquisition of MyTheresa — — (181,727 ) — (181,727 ) Net cash used for investing activities — (248,286 ) (203,909 ) — (452,195 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 530,000 — — 530,000 Repayment of borrowings — (429,427 ) — — (429,427 ) Intercompany notes payable (receivable) — (150,000 ) 150,000 — — Debt issuance costs paid — (265 ) — — (265 ) Net cash provided by (used for) financing activities — (49,692 ) 150,000 — 100,308 Effect of exchange rate changes on cash and cash equivalents — — (927 ) — (927 ) CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (141,842 ) 18,340 — (123,502 ) Beginning balance — 195,004 1,472 — 196,476 Ending balance $ — $ 53,162 $ 19,812 $ — $ 72,974 Acquisition and Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 149,417 $ (15,334 ) $ (134,083 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 224,664 54,413 — 279,077 Loss on debt extinguishment — 7,882 — — 7,882 Deferred income taxes — (117,874 ) — — (117,874 ) Other — 149,940 3,666 — 153,606 Intercompany royalty income payable (receivable) — 106,783 (106,783 ) — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — 15,334 — Changes in operating assets and liabilities, net — 216,411 (121,634 ) — 94,777 Net cash provided by (used for) operating activities — 304,306 (20,921 ) — 283,385 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (124,321 ) (13,686 ) — (138,007 ) Acquisition of Neiman Marcus Group LTD LLC — (3,388,585 ) — — (3,388,585 ) Investment in Asian e-commerce retailer — — 35,000 — 35,000 Net cash provided by (used for) investing activities — (3,512,906 ) 21,314 — (3,491,592 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 170,000 — — 170,000 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 — (2,770,185 ) — — (2,770,185 ) Debt issuance costs paid — (178,606 ) — — (178,606 ) Cash equity contributions — 1,557,350 — — 1,557,350 Net cash provided by financing activities — 3,288,559 — — 3,288,559 CASH AND CASH EQUIVALENTS Increase during the period — 79,959 393 — 80,352 Beginning balance — 115,045 1,079 — 116,124 Ending balance $ — $ 195,004 $ 1,472 $ — $ 196,476 Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 76,143 $ (63,045 ) $ (13,098 ) Adjustments to reconcile net earnings (loss) 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 Increase (decrease) during the period — (20,782 ) 230 — (20,552 ) Beginning balance — 135,827 849 — 136,676 Ending balance $ — $ 115,045 $ 1,079 $ — $ 116,124 |
CONDENSED CONSOLIDATING FINAN47
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 2028 Debentures) (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of condensed balance sheets | July 30, 2016 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 39,791 $ 936 $ 21,116 $ — $ 61,843 Merchandise inventories — 917,138 145,518 62,669 — 1,125,325 Other current assets — 132,434 12,311 4,904 (2,771 ) 146,878 Total current assets — 1,089,363 158,765 88,689 (2,771 ) 1,334,046 Property and equipment, net — 1,440,968 144,186 2,967 — 1,588,121 Intangible assets, net — 566,084 2,605,413 73,005 — 3,244,502 Goodwill — 1,412,146 537,263 123,409 — 2,072,818 Other long-term assets — 15,153 2,248 — — 17,401 Intercompany notes receivable — 196,686 — — (196,686 ) — Investments in subsidiaries 943,131 3,341,664 — — (4,284,795 ) — Total assets $ 943,131 $ 8,062,064 $ 3,447,875 $ 288,070 $ (4,484,252 ) $ 8,256,888 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 257,047 $ 37,082 $ 23,607 $ — $ 317,736 Accrued liabilities — 373,108 70,488 51,821 (2,771 ) 492,646 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 659,581 107,570 75,428 (2,771 ) 839,808 Long-term liabilities: Long-term debt — 4,584,281 — — — 4,584,281 Intercompany notes payable — — — 196,686 (196,686 ) — Deferred income taxes — 1,285,829 — 10,964 — 1,296,793 Other long-term liabilities — 589,242 3,633 — — 592,875 Total long-term liabilities — 6,459,352 3,633 207,650 (196,686 ) 6,473,949 Total member equity 943,131 943,131 3,336,672 4,992 (4,284,795 ) 943,131 Total liabilities and member equity $ 943,131 $ 8,062,064 $ 3,447,875 $ 288,070 $ (4,484,252 ) $ 8,256,888 August 1, 2015 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 53,162 $ 706 $ 19,106 $ — $ 72,974 Merchandise inventories — 970,295 145,046 39,503 — 1,154,844 Other current assets — 108,252 12,328 5,754 (165 ) 126,169 Total current assets — 1,131,709 158,080 64,363 (165 ) 1,353,987 Property and equipment, net — 1,359,118 116,634 2,134 — 1,477,886 Intangible assets, net — 625,937 2,893,928 78,697 — 3,598,562 Goodwill — 1,611,365 537,263 123,855 — 2,272,483 Other long-term assets — 15,490 1,354 — — 16,844 Intercompany notes receivable — 150,028 — — (150,028 ) — Investments in subsidiaries 1,413,744 3,617,680 — — (5,031,424 ) — Total assets $ 1,413,744 $ 8,511,327 $ 3,707,259 $ 269,049 $ (5,181,617 ) $ 8,719,762 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 291,089 $ 35,420 $ 16,490 $ — $ 342,999 Accrued liabilities — 380,255 73,939 39,249 (165 ) 493,278 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 700,770 109,359 55,739 (165 ) 865,703 Long-term liabilities: Long-term debt — 4,556,023 — — — 4,556,023 Intercompany notes payable — — — 150,028 (150,028 ) — Deferred income taxes — 1,423,564 — 16,813 — 1,440,377 Other long-term liabilities — 417,226 3,314 23,375 — 443,915 Total long-term liabilities — 6,396,813 3,314 190,216 (150,028 ) 6,440,315 Total member equity 1,413,744 1,413,744 3,594,586 23,094 (5,031,424 ) 1,413,744 Total liabilities and member equity $ 1,413,744 $ 8,511,327 $ 3,707,259 $ 269,049 $ (5,181,617 ) $ 8,719,762 July 30, 2016 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 39,791 $ 22,052 $ — $ 61,843 Merchandise inventories — 917,138 208,187 — 1,125,325 Other current assets — 132,434 17,215 (2,771 ) 146,878 Total current assets — 1,089,363 247,454 (2,771 ) 1,334,046 Property and equipment, net — 1,440,968 147,153 — 1,588,121 Intangible assets, net — 566,084 2,678,418 — 3,244,502 Goodwill — 1,412,146 660,672 — 2,072,818 Other long-term assets — 15,153 2,248 — 17,401 Intercompany notes receivable — 196,686 — (196,686 ) — Investments in subsidiaries 943,131 3,341,664 — (4,284,795 ) — Total assets $ 943,131 $ 8,062,064 $ 3,735,945 $ (4,484,252 ) $ 8,256,888 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 257,047 $ 60,689 $ — $ 317,736 Accrued liabilities — 373,108 122,309 (2,771 ) 492,646 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 659,581 182,998 (2,771 ) 839,808 Long-term liabilities: Long-term debt — 4,584,281 — — 4,584,281 Intercompany notes payable — — 196,686 (196,686 ) — Deferred income taxes — 1,285,829 10,964 — 1,296,793 Other long-term liabilities — 589,242 3,633 — 592,875 Total long-term liabilities — 6,459,352 211,283 (196,686 ) 6,473,949 Total member equity 943,131 943,131 3,341,664 (4,284,795 ) 943,131 Total liabilities and member equity $ 943,131 $ 8,062,064 $ 3,735,945 $ (4,484,252 ) $ 8,256,888 August 1, 2015 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 53,162 $ 19,812 $ — $ 72,974 Merchandise inventories — 970,295 184,549 — 1,154,844 Other current assets — 108,252 18,082 (165 ) 126,169 Total current assets — 1,131,709 222,443 (165 ) 1,353,987 Property and equipment, net — 1,359,118 118,768 — 1,477,886 Intangible assets, net — 625,937 2,972,625 — 3,598,562 Goodwill — 1,611,365 661,118 — 2,272,483 Other long-term assets — 15,490 1,354 — 16,844 Intercompany notes receivable — 150,028 — (150,028 ) — Investments in subsidiaries 1,413,744 3,617,680 — (5,031,424 ) — Total assets $ 1,413,744 $ 8,511,327 $ 3,976,308 $ (5,181,617 ) $ 8,719,762 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 291,089 $ 51,910 $ — $ 342,999 Accrued liabilities — 380,255 113,188 (165 ) 493,278 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 700,770 165,098 (165 ) 865,703 Long-term liabilities: Long-term debt — 4,556,023 — — 4,556,023 Intercompany notes payable — — 150,028 (150,028 ) — Deferred income taxes — 1,423,564 16,813 — 1,440,377 Other long-term liabilities — 417,226 26,689 — 443,915 Total long-term liabilities — 6,396,813 193,530 (150,028 ) 6,440,315 Total member equity 1,413,744 1,413,744 3,617,680 (5,031,424 ) 1,413,744 Total liabilities and member equity $ 1,413,744 $ 8,511,327 $ 3,976,308 $ (5,181,617 ) $ 8,719,762 |
Schedule of condensed statements of operations | Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,963,977 $ 783,689 $ 201,806 $ — $ 4,949,472 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,660,197 532,796 129,515 — 3,322,508 Selling, general and administrative expenses (excluding depreciation) — 923,379 135,741 58,808 — 1,117,928 Income from credit card program — (55,070 ) (5,578 ) — — (60,648 ) Depreciation expense — 205,011 20,858 999 — 226,868 Amortization of intangible assets and favorable lease commitments — 58,347 47,983 4,859 — 111,189 Other expenses — 22,283 — 4,844 — 27,127 Impairment charges — 466,155 — — — 466,155 Operating earnings (loss) — (316,325 ) 51,889 2,781 — (261,655 ) Interest expense, net — 277,301 — 8,295 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — — Foreign currency loss (gain) — — — 1,484 (1,484 ) — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — — (210,654 ) — Earnings (loss) before income taxes (406,110 ) (548,455 ) 202,174 (6,998 ) 212,138 (547,251 ) Income tax expense (benefit) — (141,242 ) — (280 ) 381 (141,141 ) Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 202,174 $ (6,718 ) $ 211,757 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) — (1,179 ) 63,510 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (469,544 ) $ 202,174 $ (7,897 ) $ 275,267 $ (470,723 ) Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 4,127,954 $ 844,459 $ 122,674 $ — $ 5,095,087 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,677,767 542,474 85,237 — 3,305,478 Selling, general and administrative expenses (excluding depreciation) — 975,259 148,270 38,546 — 1,162,075 Income from credit card program — (47,434 ) (5,335 ) — — (52,769 ) Depreciation expense — 163,737 21,133 680 — 185,550 Amortization of intangible assets and favorable lease commitments — 82,185 50,933 4,162 — 137,280 Other expenses — 31,881 — 7,593 — 39,474 Operating earnings (loss) — 244,559 86,984 (13,544 ) — 317,999 Interest expense, net — 287,776 — 2,147 — 289,923 Intercompany royalty charges (income) — 148,678 (148,678 ) — — — Foreign currency loss (gain) — — — 18,351 (18,351 ) — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — — 223,489 — Earnings (loss) before income taxes 14,949 16,645 235,662 (34,042 ) (205,138 ) 28,076 Income tax expense (benefit) — 15,023 — (6,920 ) 5,024 13,127 Net earnings (loss) $ 14,949 $ 1,622 $ 235,662 $ (27,122 ) $ (210,162 ) $ 14,949 Total other comprehensive earnings (loss), net of tax (33,799 ) (16,913 ) — (3,558 ) 20,471 (33,799 ) Total comprehensive earnings (loss) $ (18,850 ) $ (15,291 ) $ 235,662 $ (30,680 ) $ (189,691 ) $ (18,850 ) Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,103,810 $ 606,383 $ — $ — $ 3,710,193 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,164,309 398,679 — — 2,562,988 Selling, general and administrative expenses (excluding depreciation) — 724,085 108,594 2,327 — 835,006 Income from credit card program — (36,795 ) (3,877 ) — — (40,672 ) Depreciation expense — 100,097 13,237 — — 113,334 Amortization of intangible assets and favorable lease commitments — 107,450 41,176 — — 148,626 Other expenses — 78,467 — 3,613 — 82,080 Operating earnings (loss) — (33,803 ) 48,574 (5,940 ) — 8,831 Interest expense, net — 232,739 — — — 232,739 Intercompany royalty charges (income) — 106,783 (106,783 ) — — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — — 15,334 — Earnings (loss) before income taxes (134,083 ) (223,908 ) 155,357 (5,940 ) (15,334 ) (223,908 ) Income tax benefit — (89,825 ) — — — (89,825 ) Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 155,357 $ (5,940 ) $ (15,334 ) $ (134,083 ) Total other comprehensive earnings (loss), net of tax (17,429 ) (17,429 ) — — 17,429 (17,429 ) Total comprehensive earnings (loss) $ (151,512 ) $ (151,512 ) $ 155,357 $ (5,940 ) $ 2,095 $ (151,512 ) Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated 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 35,745 708 — 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 earnings (loss) — (11,100 ) 45,467 (2,231 ) — 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 — Earnings (loss) before income taxes (13,098 ) (5,179 ) 78,374 (2,231 ) (63,045 ) (5,179 ) Income tax expense — 7,919 — — — 7,919 Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 78,374 $ (2,231 ) $ (63,045 ) $ (13,098 ) Total other comprehensive earnings (loss), net of tax 1,324 1,324 — — (1,324 ) 1,324 Total comprehensive earnings (loss) $ (11,774 ) $ (11,774 ) $ 78,374 $ (2,231 ) $ (64,369 ) $ (11,774 ) Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,963,977 $ 985,495 $ — $ 4,949,472 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,660,197 662,311 — 3,322,508 Selling, general and administrative expenses (excluding depreciation) — 923,379 194,549 — 1,117,928 Income from credit card program — (55,070 ) (5,578 ) — (60,648 ) Depreciation expense — 205,011 21,857 — 226,868 Amortization of intangible assets and favorable lease commitments — 58,347 52,842 — 111,189 Other expenses — 22,283 4,844 — 27,127 Impairment charges — 466,155 — — 466,155 Operating earnings (loss) — (316,325 ) 54,670 — (261,655 ) Interest expense, net — 277,301 8,295 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — Foreign currency loss (gain) — — 1,484 (1,484 ) — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — (210,654 ) — Earnings (loss) before income taxes (406,110 ) (548,455 ) 195,176 212,138 (547,251 ) Income tax expense (benefit) — (141,242 ) (280 ) 381 (141,141 ) Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 195,456 $ 211,757 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) (1,179 ) 63,510 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (469,544 ) $ 194,277 $ 275,267 $ (470,723 ) Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 4,127,954 $ 967,133 $ — $ 5,095,087 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,677,767 627,711 — 3,305,478 Selling, general and administrative expenses (excluding depreciation) — 975,259 186,816 — 1,162,075 Income from credit card program — (47,434 ) (5,335 ) — (52,769 ) Depreciation expense — 163,737 21,813 — 185,550 Amortization of intangible assets and favorable lease commitments — 82,185 55,095 — 137,280 Other expenses — 31,881 7,593 — 39,474 Operating earnings — 244,559 73,440 — 317,999 Interest expense, net — 287,776 2,147 — 289,923 Intercompany royalty charges (income) — 148,678 (148,678 ) — — Foreign currency loss (gain) — — 18,351 (18,351 ) — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — 223,489 — Earnings (loss) before income taxes 14,949 16,645 201,620 (205,138 ) 28,076 Income tax expense (benefit) — 15,023 (6,920 ) 5,024 13,127 Net earnings (loss) $ 14,949 $ 1,622 $ 208,540 $ (210,162 ) $ 14,949 Total other comprehensive earnings (loss), net of tax (33,799 ) (16,913 ) (3,558 ) 20,471 (33,799 ) Total comprehensive earnings (loss) $ (18,850 ) $ (15,291 ) $ 204,982 $ (189,691 ) $ (18,850 ) Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,103,810 $ 606,383 $ — $ 3,710,193 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,164,309 398,679 — 2,562,988 Selling, general and administrative expenses (excluding depreciation) — 724,085 110,921 — 835,006 Income from credit card program — (36,795 ) (3,877 ) — (40,672 ) Depreciation expense — 100,097 13,237 — 113,334 Amortization of intangible assets and favorable lease commitments — 107,450 41,176 — 148,626 Other expenses — 78,467 3,613 — 82,080 Operating earnings (loss) — (33,803 ) 42,634 — 8,831 Interest expense, net — 232,739 — — 232,739 Intercompany royalty charges (income) — 106,783 (106,783 ) — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — 15,334 — Earnings (loss) before income taxes (134,083 ) (223,908 ) 149,417 (15,334 ) (223,908 ) Income tax benefit — (89,825 ) — — (89,825 ) Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 149,417 $ (15,334 ) $ (134,083 ) Total other comprehensive earnings (loss), net of tax (17,429 ) (17,429 ) — 17,429 (17,429 ) Total comprehensive earnings (loss) $ (151,512 ) $ (151,512 ) $ 149,417 $ 2,095 $ (151,512 ) Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated 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 earnings (loss) — (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 — Earnings (loss) before income taxes (13,098 ) (5,179 ) 76,143 (63,045 ) (5,179 ) Income tax expense — 7,919 — — 7,919 Net earnings (loss) $ (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 earnings (loss) $ (11,774 ) $ (11,774 ) $ 76,143 $ (64,369 ) $ (11,774 ) |
Schedule of condensed statements of cash flows | Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 202,174 $ (6,718 ) $ 211,757 $ (406,110 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 287,930 68,841 5,858 — 362,629 Impairment charges — 466,155 — — — 466,155 Deferred income taxes — (97,167 ) — (5,674 ) — (102,841 ) Other — (26,585 ) (583 ) 16,326 (1,103 ) (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — — (210,654 ) — Changes in operating assets and liabilities, net — 126,863 (74,438 ) (49,721 ) — 2,704 Net cash provided by (used for) operating activities — 304,812 45,709 (39,929 ) — 310,592 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (254,094 ) (45,479 ) (1,872 ) — (301,445 ) Acquisition of MyTheresa — — — (896 ) — (896 ) Investment in subsidiaries — (30,204 ) — 30,204 — — Net cash provided by (used for) investing activities — (284,298 ) (45,479 ) 27,436 — (302,341 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 555,000 — — — 555,000 Repayment of borrowings — (549,426 ) — — — (549,426 ) Payment of contingent earn-out obligation — — — (27,185 ) — (27,185 ) Intercompany notes payable (receivable) — (39,459 ) — 39,459 — — Net cash provided by (used for) financing activities — (33,885 ) — 12,274 — (21,611 ) Effect of exchange rate changes on cash and cash equivalents — — — 2,229 — 2,229 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (13,371 ) 230 2,010 — (11,131 ) Beginning balance — 53,162 706 19,106 — 72,974 Ending balance $ — $ 39,791 $ 936 $ 21,116 $ — $ 61,843 Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ 14,949 $ 1,622 $ 235,662 $ (27,122 ) $ (210,162 ) $ 14,949 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 270,482 72,066 4,842 — 347,390 Deferred income taxes — (62,143 ) — (7,593 ) — (69,736 ) Other — (5,430 ) 1,986 34,483 (13,327 ) 17,712 Intercompany royalty income payable (receivable) — 148,678 (148,678 ) — — — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — — 223,489 — Changes in operating assets and liabilities, net — 11,467 (140,710 ) 48,240 — (81,003 ) Net cash provided by operating activities — 156,136 20,326 52,850 — 229,312 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (248,286 ) (20,988 ) (1,194 ) — (270,468 ) Acquisition of MyTheresa — — — (181,727 ) — (181,727 ) Net cash used for investing activities — (248,286 ) (20,988 ) (182,921 ) — (452,195 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 530,000 — — — 530,000 Repayment of borrowings — (429,427 ) — — — (429,427 ) Intercompany notes payable (receivable) — (150,000 ) — 150,000 — — Debt issuance costs paid — (265 ) — — — (265 ) Net cash provided by (used for) financing activities — (49,692 ) — 150,000 — 100,308 Effect of exchange rate changes on cash and cash equivalents — — — (927 ) — (927 ) CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (141,842 ) (662 ) 19,002 — (123,502 ) Beginning balance — 195,004 1,368 104 — 196,476 Ending balance $ — $ 53,162 $ 706 $ 19,106 $ — $ 72,974 Acquisition and Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 155,357 $ (5,940 ) $ (15,334 ) $ (134,083 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 224,664 54,413 — — 279,077 Loss on debt extinguishment — 7,882 — — — 7,882 Deferred income taxes — (117,874 ) — — — (117,874 ) Other — 149,940 53 3,613 — 153,606 Intercompany royalty income payable (receivable) — 106,783 (106,783 ) — — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — — 15,334 — Changes in operating assets and liabilities, net — 216,411 (88,799 ) (32,835 ) — 94,777 Net cash provided by (used for) operating activities — 304,306 14,241 (35,162 ) — 283,385 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (124,321 ) (13,686 ) — — (138,007 ) Acquisition of Neiman Marcus Group LTD LLC — (3,388,585 ) — — — (3,388,585 ) Investment in Asian e-commerce retailer — — — 35,000 — 35,000 Net cash provided by (used for) investing activities — (3,512,906 ) (13,686 ) 35,000 — (3,491,592 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 170,000 — — — 170,000 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 — (2,770,185 ) — — — (2,770,185 ) Debt issuance costs paid — (178,606 ) — — — (178,606 ) Cash equity contributions — 1,557,350 — — — 1,557,350 Net cash provided by financing activities — 3,288,559 — — — 3,288,559 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 79,959 555 (162 ) — 80,352 Beginning balance — 115,045 813 266 — 116,124 Ending balance $ — $ 195,004 $ 1,368 $ 104 $ — $ 196,476 Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 78,374 $ (2,231 ) $ (63,045 ) $ (13,098 ) Adjustments to reconcile net earnings (loss) 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 (66 ) 1,523 — 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 (45,629 ) 945 — (23,215 ) Net cash provided by operating activities — 6,173 5,901 237 — 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 Increase (decrease) during the period — (20,782 ) (7 ) 237 — (20,552 ) Beginning balance — 135,827 820 29 — 136,676 Ending balance $ — $ 115,045 $ 813 $ 266 $ — $ 116,124 Fiscal year ended July 30, 2016 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (407,213 ) $ 195,456 $ 211,757 $ (406,110 ) Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 287,930 74,699 — 362,629 Impairment charges — 466,155 — — 466,155 Deferred income taxes — (97,167 ) (5,674 ) — (102,841 ) Other — (26,585 ) 15,743 (1,103 ) (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — Equity in loss (earnings) of subsidiaries 406,110 (195,456 ) — (210,654 ) — Changes in operating assets and liabilities, net — 126,863 (124,159 ) — 2,704 Net cash provided by operating activities — 304,812 5,780 — 310,592 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (254,094 ) (47,351 ) — (301,445 ) Acquisition of MyTheresa — — (896 ) — (896 ) Investment in subsidiaries — (30,204 ) 30,204 — — Net cash used for investing activities — (284,298 ) (18,043 ) — (302,341 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 555,000 — — 555,000 Repayment of borrowings — (549,426 ) — — (549,426 ) Payment of contingent earn-out obligation — — (27,185 ) — (27,185 ) Intercompany notes payable (receivable) — (39,459 ) 39,459 — — Net cash provided by (used for) financing activities — (33,885 ) 12,274 — (21,611 ) Effect of exchange rate changes on cash and cash equivalents — — 2,229 — 2,229 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (13,371 ) 2,240 — (11,131 ) Beginning balance — 53,162 19,812 — 72,974 Ending balance $ — $ 39,791 $ 22,052 $ — $ 61,843 Fiscal year ended August 1, 2015 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ 14,949 $ 1,622 $ 208,540 $ (210,162 ) $ 14,949 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization expense — 270,482 76,908 — 347,390 Deferred income taxes — (62,143 ) (7,593 ) — (69,736 ) Other — (5,430 ) 36,469 (13,327 ) 17,712 Intercompany royalty income payable (receivable) — 148,678 (148,678 ) — — Equity in loss (earnings) of subsidiaries (14,949 ) (208,540 ) — 223,489 — Changes in operating assets and liabilities, net — 11,467 (92,470 ) — (81,003 ) Net cash provided by operating activities — 156,136 73,176 — 229,312 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (248,286 ) (22,182 ) — (270,468 ) Acquisition of MyTheresa — — (181,727 ) — (181,727 ) Net cash used for investing activities — (248,286 ) (203,909 ) — (452,195 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 530,000 — — 530,000 Repayment of borrowings — (429,427 ) — — (429,427 ) Intercompany notes payable (receivable) — (150,000 ) 150,000 — — Debt issuance costs paid — (265 ) — — (265 ) Net cash provided by (used for) financing activities — (49,692 ) 150,000 — 100,308 Effect of exchange rate changes on cash and cash equivalents — — (927 ) — (927 ) CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (141,842 ) 18,340 — (123,502 ) Beginning balance — 195,004 1,472 — 196,476 Ending balance $ — $ 53,162 $ 19,812 $ — $ 72,974 Acquisition and Thirty-nine weeks ended August 2, 2014 (Successor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (134,083 ) $ (134,083 ) $ 149,417 $ (15,334 ) $ (134,083 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 224,664 54,413 — 279,077 Loss on debt extinguishment — 7,882 — — 7,882 Deferred income taxes — (117,874 ) — — (117,874 ) Other — 149,940 3,666 — 153,606 Intercompany royalty income payable (receivable) — 106,783 (106,783 ) — — Equity in loss (earnings) of subsidiaries 134,083 (149,417 ) — 15,334 — Changes in operating assets and liabilities, net — 216,411 (121,634 ) — 94,777 Net cash provided by (used for) operating activities — 304,306 (20,921 ) — 283,385 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (124,321 ) (13,686 ) — (138,007 ) Acquisition of Neiman Marcus Group LTD LLC — (3,388,585 ) — — (3,388,585 ) Investment in Asian e-commerce retailer — — 35,000 — 35,000 Net cash provided by (used for) investing activities — (3,512,906 ) 21,314 — (3,491,592 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 170,000 — — 170,000 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 — (2,770,185 ) — — (2,770,185 ) Debt issuance costs paid — (178,606 ) — — (178,606 ) Cash equity contributions — 1,557,350 — — 1,557,350 Net cash provided by financing activities — 3,288,559 — — 3,288,559 CASH AND CASH EQUIVALENTS Increase during the period — 79,959 393 — 80,352 Beginning balance — 115,045 1,079 — 116,124 Ending balance $ — $ 195,004 $ 1,472 $ — $ 196,476 Thirteen weeks ended November 2, 2013 (Predecessor) (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (13,098 ) $ (13,098 ) $ 76,143 $ (63,045 ) $ (13,098 ) Adjustments to reconcile net earnings (loss) 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 Increase (decrease) during the period — (20,782 ) 230 — (20,552 ) Beginning balance — 135,827 849 — 136,676 Ending balance $ — $ 115,045 $ 1,079 $ — $ 116,124 |
QUARTERLY FINANCIAL INFORMATI48
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Jul. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | Fiscal year 2016 (Successor) (in millions) First Quarter Second Quarter Third Quarter Fourth Quarter Total Revenues $ 1,164.9 $ 1,487.0 $ 1,169.3 $ 1,128.3 $ 4,949.5 Gross profit (1) 428.8 460.7 425.8 311.7 1,627.0 Net earnings (loss) (2) (10.5 ) 7.9 3.8 (407.3 ) (406.1 ) Fiscal year 2015 (Successor) First Quarter Second Quarter Third Quarter Fourth Quarter Total Revenues $ 1,186.5 $ 1,521.8 $ 1,220.1 $ 1,166.7 $ 5,095.1 Gross profit (1) 458.1 502.7 465.1 363.7 1,789.6 Net earnings (loss) 0.2 27.8 19.8 (32.9 ) 14.9 (1) Gross profit includes revenues less cost of goods sold including buying and occupancy costs (excluding depreciation). (2) For fiscal year 2016, net earnings (loss) include pretax impairment charges related to (i) $228.9 million for the writedown to fair value of the net carrying value of tradenames, (ii) $199.2 million for the writedown to fair value of goodwill and (iii) $38.1 million for the writedown to fair value of the net carrying value of certain long-lived assets recorded in the fourth quarter. |
SUMMARY OF SIGNIFICANT ACCOUN49
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
Cash and Cash Equivalents | ||||
Accounts payable related to outstanding checks not yet presented for payment | $ 47.4 | $ 57.3 | ||
Merchandise Inventories and Cost of Goods Sold | ||||
Vendor allowances received | $ 5 | $ 88.5 | 100.8 | 94.8 |
Consignment merchandise held with a cost basis | $ 416.5 | $ 399 |
SUMMARY OF SIGNIFICANT ACCOUN50
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Jul. 30, 2016 | |
Buildings and improvements | Minimum | |
Long-lived Assets | |
Estimated useful lives used to depreciate long-lived assets | 5 years |
Buildings and improvements | Maximum | |
Long-lived Assets | |
Estimated useful lives used to depreciate long-lived assets | 30 years |
Fixtures and equipment | Minimum | |
Long-lived Assets | |
Estimated useful lives used to depreciate long-lived assets | 3 years |
Fixtures and equipment | Maximum | |
Long-lived Assets | |
Estimated useful lives used to depreciate long-lived assets | 15 years |
Leasehold Improvements | |
Long-lived Assets | |
Estimated useful life | shorter of the asset life or the lease term |
Internal computer software | Minimum | |
Long-lived Assets | |
Estimated useful lives used to depreciate long-lived assets | 3 years |
Internal computer software | Maximum | |
Long-lived Assets | |
Estimated useful lives used to depreciate long-lived assets | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN51
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) $ in Thousands | Nov. 02, 2013 | Jul. 30, 2016 | Jul. 30, 2016 | Nov. 02, 2013 |
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average life | 13 years | |||
Estimated amortization of all acquisition-related intangible assets | ||||
2,017 | $ 104,045 | $ 104,045 | ||
2,018 | 98,183 | 98,183 | ||
2,019 | 95,123 | 95,123 | ||
2,020 | 88,428 | 88,428 | ||
2,021 | 82,538 | $ 82,538 | ||
Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives | 6 years | |||
Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives | 16 years | |||
Property, Plant and Equipment and Other Definite-lived Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Writedown of finite-lived intangible assets | 38,100 | |||
Other Definite-lived Intangible Assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Writedown of finite-lived intangible assets | $ 12,433 | |||
Favorable lease commitments | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average life | 30 years | |||
Favorable lease commitments | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives | 4 years | |||
Favorable lease commitments | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives | 55 years | |||
Predecessor | Other Definite-lived Intangible Assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average life | 13 years | |||
Predecessor | Other Definite-lived Intangible Assets | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives | 4 years | |||
Predecessor | Other Definite-lived Intangible Assets | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives | 24 years | |||
Predecessor | Favorable lease commitments | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average life | 33 years | |||
Predecessor | Favorable lease commitments | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives | 9 years | |||
Predecessor | Favorable lease commitments | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives | 49 years |
SUMMARY OF SIGNIFICANT ACCOUN52
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) $ in Thousands | 12 Months Ended |
Jul. 30, 2016USD ($) | |
Indefinite-lived Intangible Assets [Line Items] | |
Writedown of goodwill | $ 199,218 |
Tradenames | |
Indefinite-lived Intangible Assets [Line Items] | |
Writedown of indefinite-lived intangible assets | $ 228,877 |
SUMMARY OF SIGNIFICANT ACCOUN53
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
Leases | ||||
Construction allowances received | $ 0 | $ 5,726,000 | $ 38,293,000 | $ 34,708,000 |
Property and equipment acquired through developer financing obligations | 0 | 46,124,000 | 0 | |
Revenues | ||||
Delivery and processing revenues | 14,800,000 | 38,000,000 | 50,600,000 | 50,100,000 |
Reserves for anticipated sales returns | 45,336,000 | 44,046,000 | ||
Designer website contract revenue | 13,500,000 | 70,000,000 | 4,700,000 | |
Selling, General and Administrative Expenses (excluding depreciation) | ||||
Allowances received from vendors related to compensation programs | 18,500,000 | 55,400,000 | 70,300,000 | 76,400,000 |
Cooperative advertising amount | 20,000,000 | 31,400,000 | 54,800,000 | 55,000,000 |
Amortization Period for Costs of Print Catalogs | ||||
Marketing and advertising | 34,600,000 | 109,700,000 | $ 178,900,000 | 165,700,000 |
Renewable agreement term with Capital One (years) | 3 years | |||
Gift Cards | ||||
Unredeemed gift cards | $ 44,300,000 | 43,000,000 | ||
Gift card breakage recognized | $ 300,000 | $ 1,300,000 | $ 1,300,000 | $ 1,400,000 |
Minimum | ||||
Leases | ||||
Operating leases, term of contract (in years) | 10 years | |||
Amortization Period for Costs of Print Catalogs | ||||
Amortization period for print catalog costs | 3 months | |||
Maximum | ||||
Leases | ||||
Operating leases, term of contract (in years) | 130 years | |||
Amortization Period for Costs of Print Catalogs | ||||
Amortization period for print catalog costs | 6 months |
SUMMARY OF SIGNIFICANT ACCOUN54
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 6) - USD ($) $ in Thousands | Jul. 30, 2016 | Aug. 01, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Unamortized debt issuance costs | $ 102,815 | $ 125,286 |
Non-current deferred tax liabilities | $ 1,296,793 | 1,440,377 |
Accounting Standards Update 2015-03 | Long-term debt | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Unamortized debt issuance costs | 125,300 | |
Accounting Standards Update 2015-03 | Other assets | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Unamortized debt issuance costs | (125,300) | |
Accounting Standards Update 2015-17 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Current deferred tax assets | (30,700) | |
Non-current deferred tax liabilities | $ 30,700 |
THE ACQUISITION (Details)
THE ACQUISITION (Details) - USD ($) $ in Thousands | Oct. 25, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 |
Business Acquisition | ||||
Borrowings under senior secured asset-based revolving credit facility | $ 170,000 | $ 555,000 | $ 530,000 | |
Borrowings under senior secured term loan facility | 2,950,000 | 0 | 0 | |
Equity investments from parent | 1,584,106 | |||
Neiman Marcus Group LTD LLC | ||||
Business Acquisition | ||||
Equity investments from parent | $ 1,584,100 | |||
Senior Secured Asset-Based Revolving Credit Facility | Neiman Marcus Group LTD LLC | ||||
Business Acquisition | ||||
Borrowings under senior secured asset-based revolving credit facility | 75,000 | |||
Senior Secured Term Loan Facility | Neiman Marcus Group LTD LLC | ||||
Business Acquisition | ||||
Borrowings under senior secured term loan facility | $ 2,950,000 | |||
Cash Pay Notes | ||||
Business Acquisition | ||||
Borrowings under cash pay notes and PIK toggle notes | 960,000 | $ 0 | 0 | |
Stated interest rate (as a percent) | 8.00% | 8.00% | ||
Cash Pay Notes | Neiman Marcus Group LTD LLC | ||||
Business Acquisition | ||||
Borrowings under cash pay notes and PIK toggle notes | $ 960,000 | |||
Stated interest rate (as a percent) | 8.00% | |||
PIK Toggle Notes | ||||
Business Acquisition | ||||
Borrowings under cash pay notes and PIK toggle notes | 600,000 | $ 0 | 0 | |
PIK Toggle Notes | Neiman Marcus Group LTD LLC | ||||
Business Acquisition | ||||
Borrowings under cash pay notes and PIK toggle notes | $ 600,000 | |||
Former Asset-Based Revolving Credit Facility | ||||
Business Acquisition | ||||
Borrowings under senior secured asset-based revolving credit facility | $ 0 | $ 0 | $ 0 | |
Extinguishment of debt, amount | 145,000 | |||
Former Asset-Based Revolving Credit Facility | Neiman Marcus Group LTD LLC | ||||
Business Acquisition | ||||
Extinguishment of debt, amount | 700,000 | |||
Former Senior Secured Term Loan Facility | ||||
Business Acquisition | ||||
Extinguishment of debt, amount | 2,433,100 | |||
Former Senior Secured Term Loan Facility | Neiman Marcus Group LTD LLC | ||||
Business Acquisition | ||||
Extinguishment of debt, amount | $ 2,560,000 | |||
Minimum | PIK Toggle Notes | ||||
Business Acquisition | ||||
Stated interest rate (as a percent) | 8.75% | 8.75% | ||
Minimum | PIK Toggle Notes | Neiman Marcus Group LTD LLC | ||||
Business Acquisition | ||||
Stated interest rate (as a percent) | 8.75% | |||
Maximum | PIK Toggle Notes | ||||
Business Acquisition | ||||
Stated interest rate (as a percent) | 9.50% | 9.50% | ||
Maximum | PIK Toggle Notes | Neiman Marcus Group LTD LLC | ||||
Business Acquisition | ||||
Stated interest rate (as a percent) | 9.50% |
THE ACQUISITION Schedule of Rec
THE ACQUISITION Schedule of Recognizable Assets and Liabilities (Details) - USD ($) $ in Thousands | Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 |
Business Acquisition | ||||
Equity contribution from management | $ 26,756 | $ 0 | $ 0 | |
Adjustments to State Acquired Assets at Fair Value [Abstract] | ||||
Settlement of unvested Predecessor stock options | 51,510 | 0 | 0 | |
Excess purchase price related to the Acquisition recorded as goodwill | $ 2,148,627 | $ 2,072,818 | $ 2,272,483 | |
Neiman Marcus Group LTD LLC | ||||
Business Acquisition | ||||
Equity contribution from management | $ 26,800 | |||
Business Combination, Consideration Transferred [Abstract] | ||||
Consideration payable to former equity holders (including $26.8 million management rollover) | 3,382,700 | |||
Capitalized transaction costs | 32,700 | |||
Total consideration paid to effect the Acquisition | 3,415,400 | |||
Net assets acquired at historical cost | 821,900 | |||
Adjustments to State Acquired Assets at Fair Value [Abstract] | ||||
Increase carrying value of merchandise inventories | 129,600 | |||
Increase carrying value of property and equipment | 457,700 | |||
Change in carrying values of other assets and liabilities | (67,000) | |||
Write-off historical deferred lease credits | 102,300 | |||
Write off historical debt issuance costs | (31,300) | |||
Write-off historical goodwill | (1,263,400) | |||
Settlement of unvested Predecessor stock options | 51,500 | |||
Tax impact of valuation adjustments and other tax benefits | (965,700) | |||
Total adjustments to state acquired assets at fair value | 444,900 | |||
Net assets acquired at fair value | 1,266,800 | |||
Excess purchase price related to the Acquisition recorded as goodwill | 2,148,600 | |||
Tradenames | Neiman Marcus Group LTD LLC | ||||
Adjustments to State Acquired Assets at Fair Value [Abstract] | ||||
Revalue intangible assets | 739,300 | |||
Other Definite-lived Intangible Assets | Neiman Marcus Group LTD LLC | ||||
Adjustments to State Acquired Assets at Fair Value [Abstract] | ||||
Revalue intangible assets | 492,100 | |||
Favorable lease commitments | Neiman Marcus Group LTD LLC | ||||
Adjustments to State Acquired Assets at Fair Value [Abstract] | ||||
Revalue intangible assets | $ 799,800 |
MYTHERESA ACQUISITION (Details)
MYTHERESA ACQUISITION (Details) $ in Thousands, € in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2016EUR (€) | Apr. 30, 2016USD ($) | Oct. 31, 2014USD ($) | Aug. 02, 2014USD ($) | Jul. 30, 2016USD ($) | Aug. 01, 2015USD ($) | Jul. 30, 2016EUR (€) | Jul. 30, 2016USD ($) | Oct. 31, 2014EUR (€) | |
Business Acquisition | |||||||||
Contingent earn-out obligation | $ 27,876 | $ 26,264 | |||||||
MyTheresa | |||||||||
Business Acquisition | |||||||||
Total consideration paid to effect the acquisition | $ 181,700 | $ 0 | $ 896 | $ 181,727 | |||||
Business combination, contingent consideration | € | € 55 | ||||||||
Payments to acquire business | € 26.5 | $ 29,800 | |||||||
Contingent earn-out obligation | € 23.8 | $ 26,300 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jul. 30, 2016 | Aug. 01, 2015 | Aug. 02, 2014 | Oct. 25, 2013 |
FAIR VALUE MEASUREMENTS | ||||
Contingent earn-out obligation (included in accrued liabilities) | $ 26,264,000 | $ 27,876,000 | ||
Stock-based award liability (included in other long-term liabilities) | 5,500,000 | 15,873,000 | $ 15,787,000 | |
Total debt | 4,716,522,000 | 4,710,735,000 | ||
Asset-Based Revolving Credit Facility | ||||
FAIR VALUE MEASUREMENTS | ||||
Total debt | 165,000,000 | 130,000,000 | ||
Senior Secured Term Loan Facility | ||||
FAIR VALUE MEASUREMENTS | ||||
Total debt | 2,869,059,000 | 2,898,485,000 | ||
Debt instrument, face amount | $ 2,950,000,000 | |||
Cash Pay Notes | ||||
FAIR VALUE MEASUREMENTS | ||||
Total debt | $ 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 | ||||
Total debt | $ 600,000,000 | 600,000,000 | ||
Debt instrument, face amount | $ 600,000,000 | |||
2028 Debentures | ||||
FAIR VALUE MEASUREMENTS | ||||
Total debt | 122,463,000 | 122,250,000 | ||
Debt instrument, face amount | $ 125,000,000 | |||
Stated interest rate (as a percent) | 7.125% | |||
Recurring basis | Level 2 | Interest rate caps | Fair Value | ||||
FAIR VALUE MEASUREMENTS | ||||
Interest rate caps (included in long-term assets) | $ 0 | 21,000 | ||
Interest rate swaps (included in other long-term liabilities) | 13,167,000 | 0 | ||
Recurring basis | Level 3 | Fair Value | ||||
FAIR VALUE MEASUREMENTS | ||||
Contingent earn-out obligation (included in accrued liabilities) | 26,264,000 | 27,876,000 | ||
Contingent earn-out obligation (included in other long-term liabilities) | 0 | 23,375,000 | ||
Stock-based award liability (included in other long-term liabilities) | 5,500,000 | 15,873,000 | ||
Non-recurring basis | Level 2 | Asset-Based Revolving Credit Facility | Fair Value | ||||
FAIR VALUE MEASUREMENTS | ||||
Long-term debt, fair value | 165,000,000 | 130,000,000 | ||
Non-recurring basis | Level 2 | Senior Secured Term Loan Facility | Fair Value | ||||
FAIR VALUE MEASUREMENTS | ||||
Long-term debt, fair value | 2,705,896,000 | 2,887,616,000 | ||
Non-recurring basis | Level 2 | Cash Pay Notes | Fair Value | ||||
FAIR VALUE MEASUREMENTS | ||||
Long-term debt, fair value | 818,995,000 | 1,021,200,000 | ||
Non-recurring basis | Level 2 | PIK Toggle Notes | Fair Value | ||||
FAIR VALUE MEASUREMENTS | ||||
Long-term debt, fair value | 480,000,000 | 639,120,000 | ||
Non-recurring basis | Level 2 | 2028 Debentures | Fair Value | ||||
FAIR VALUE MEASUREMENTS | ||||
Long-term debt, fair value | $ 120,325,000 | $ 124,531,000 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
PROPERTY AND EQUIPMENT, NET | |||
Property, plant and equipment, gross | $ 2,138,940 | $ 1,775,277 | |
Less: accumulated depreciation | 550,819 | 297,391 | |
Property and equipment, net | 1,588,121 | 1,477,886 | |
Property and equipment acquired through developer financing obligations | $ 0 | 46,124 | 0 |
Land, buildings and improvements | |||
PROPERTY AND EQUIPMENT, NET | |||
Property, plant and equipment, gross | 1,237,568 | 1,126,848 | |
Fixtures and equipment | |||
PROPERTY AND EQUIPMENT, NET | |||
Property, plant and equipment, gross | 699,469 | 516,463 | |
Construction in progress | |||
PROPERTY AND EQUIPMENT, NET | |||
Property, plant and equipment, gross | $ 201,903 | $ 131,966 |
GOODWILL AND INTANGIBLE ASSET60
GOODWILL AND INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
Intangible Assets Subject to Amortization | |||
Amortization | $ (108,052) | $ (57,011) | $ (82,953) |
Goodwill [Roll Forward] | |||
Balance at beginning of period, Goodwill | 2,272,483 | 2,148,627 | |
Additions | 139,968 | ||
Foreign currency translation adjustment | (447) | (16,112) | |
Impairment of goodwill and intangible assets | (199,218) | ||
Balance at end of period, Goodwill | 2,148,627 | 2,072,818 | 2,272,483 |
Favorable Lease Commitments | |||
Intangible Assets Subject to Amortization | |||
Balance at beginning of period | 1,040,440 | 1,094,767 | |
Amortization | (54,178) | (54,327) | |
Foreign currency translation adjustment | 0 | 0 | |
Write-offs related to facility closures and other | (728) | ||
Balance at end of the period | 1,094,767 | 985,534 | 1,040,440 |
Goodwill [Roll Forward] | |||
Total accumulated amortization at the end of the period | 149,119 | ||
Other Definite-lived Intangible Assets | |||
Intangible Assets Subject to Amortization | |||
Balance at beginning of period | 521,275 | 587,519 | |
Additions | 18,751 | ||
Amortization | (57,011) | (82,953) | |
Foreign currency translation adjustment | (109) | (2,042) | |
Impairment of goodwill and intangible assets | (12,433) | ||
Balance at end of the period | 587,519 | 451,722 | 521,275 |
Goodwill [Roll Forward] | |||
Total accumulated amortization at the end of the period | 248,247 | ||
Tradenames | |||
Intangible Assets Subject to Amortization | |||
Balance at beginning of period | 2,036,847 | 1,970,698 | |
Additions | 74,754 | ||
Impairment of goodwill and intangible assets | (228,877) | ||
Foreign currency translation adjustment | (724) | (8,605) | |
Balance at end of the period | $ 1,970,698 | $ 1,807,246 | $ 2,036,847 |
IMPAIRMENT CHARGES (Details)
IMPAIRMENT CHARGES (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 199,218 | ||
Total | $ 0 | 466,155 | $ 0 |
Property and equipment | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairments | 25,627 | ||
Other Definite-lived Intangible Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other definite-lived intangible assets | 12,433 | ||
Tradenames | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | $ 228,877 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Jul. 30, 2016 | Aug. 01, 2015 |
Payables and Accruals [Abstract] | ||
Accrued salaries and related liabilities | $ 65,866 | $ 69,928 |
Amounts due customers | 133,000 | 130,859 |
Self-insurance reserves | 36,197 | 37,943 |
Interest payable | 59,781 | 61,072 |
Sales returns reserves | 45,336 | 44,046 |
Sales taxes payable | 23,636 | 26,322 |
Contingent earn-out obligation | 26,264 | 27,876 |
Other | 102,566 | 95,232 |
Total | $ 492,646 | $ 493,278 |
LONG-TERM DEBT Schedule of sign
LONG-TERM DEBT Schedule of significant components (Details) - USD ($) $ in Thousands | Jul. 30, 2016 | Aug. 01, 2015 | Oct. 25, 2013 |
Long-term Debt | |||
Total debt | $ 4,716,522 | $ 4,710,735 | |
Less: unamortized debt issuance costs | (102,815) | (125,286) | |
Less: current portion of Senior Secured Term Loan Facility | (29,426) | (29,426) | |
Long-term debt | 4,584,281 | 4,556,023 | |
Asset-Based Revolving Credit Facility | |||
Long-term Debt | |||
Total debt | 165,000 | 130,000 | |
Senior Secured Term Loan Facility | |||
Long-term Debt | |||
Total debt | $ 2,869,059 | 2,898,485 | |
Cash Pay Notes | |||
Long-term Debt | |||
Stated interest rate (as a percent) | 8.00% | 8.00% | |
Total debt | $ 960,000 | 960,000 | |
PIK Toggle Notes | |||
Long-term Debt | |||
Total debt | $ 600,000 | 600,000 | |
2028 Debentures | |||
Long-term Debt | |||
Stated interest rate (as a percent) | 7.125% | ||
Total debt | $ 122,463 | $ 122,250 | |
Minimum | PIK Toggle Notes | |||
Long-term Debt | |||
Stated interest rate (as a percent) | 8.75% | 8.75% | |
Maximum | PIK Toggle Notes | |||
Long-term Debt | |||
Stated interest rate (as a percent) | 9.50% | 9.50% |
LONG-TERM DEBT Narrative (Detai
LONG-TERM DEBT Narrative (Details) | Jul. 30, 2016USD ($)payment | Aug. 01, 2015USD ($) | Mar. 14, 2014 | Mar. 12, 2014 | Oct. 25, 2013USD ($) | May 02, 2015USD ($) | Aug. 02, 2014USD ($) | Jul. 30, 2016USD ($)payment | Aug. 01, 2015USD ($) | Mar. 13, 2014USD ($) |
Long-term Debt | ||||||||||
Total debt | $ 4,716,522,000 | $ 4,710,735,000 | $ 4,716,522,000 | $ 4,710,735,000 | ||||||
Outstanding letters of credit | 0 | 0 | ||||||||
Assets | 8,256,888,000 | 8,719,762,000 | 8,256,888,000 | 8,719,762,000 | ||||||
Debt issuance costs | $ 29,500,000 | |||||||||
Loss on debt extinguishment | $ 7,900,000 | $ 7,882,000 | 0 | 0 | ||||||
Asset-Based Revolving Credit Facility | ||||||||||
Long-term Debt | ||||||||||
Maximum committed borrowing capacity | 900,000,000 | 900,000,000 | ||||||||
Total debt | 165,000,000 | 130,000,000 | 165,000,000 | 130,000,000 | ||||||
Unused borrowing availability | 645,000,000 | 645,000,000 | ||||||||
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 | ||||||||
Debt, weighted average interest rate (percent) | 1.92% | 1.92% | ||||||||
Commitment fee for unused commitments (as percentage) | 0.25% | |||||||||
Percentage of second priority pledge | 100.00% | |||||||||
Percentage of second priority pledge in nonvoting stock | 100.00% | |||||||||
Percentage of second priority pledge in voting stock of foreign subsidiary | 65.00% | |||||||||
Minimum percentage amount of principal | 20.00% | |||||||||
Restricted actions covenants allowed, payment conditions period | 30 days | |||||||||
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% | ||||||||
Debt instrument, covenant consolidate fixed charge coverage ratio | 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 | ||||||||||
Total debt | $ 2,869,059,000 | $ 2,898,485,000 | $ 2,869,059,000 | 2,898,485,000 | ||||||
Minimum percentage amount of principal | 20.00% | |||||||||
Initial amount under the debt instrument | $ 2,950,000,000 | |||||||||
Incremental borrowings available under debt | $ 650,000,000 | $ 650,000,000 | ||||||||
Interest rate on the outstanding borrowings (as a percent) | 4.25% | 4.25% | ||||||||
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 proceeds from certain asset sales | 100.00% | 100.00% | ||||||||
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% | |||||||||
Percentage of first priority pledge | 100.00% | |||||||||
Percentage of first priority pledge in nonvoting stock | 100.00% | |||||||||
Percentage of first priority pledge in voting stock of foreign subsidiary | 65.00% | |||||||||
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) | 1.00% | 3.00% | 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 | ||||||||||
Total debt | $ 960,000,000 | $ 960,000,000 | $ 960,000,000 | 960,000,000 | ||||||
Initial amount under the debt instrument | $ 960,000,000 | |||||||||
Stated interest rate (as a percent) | 8.00% | 8.00% | 8.00% | |||||||
Senior notes redemption period within equity offering | 120 days | |||||||||
Cash Pay Notes | Prior to October 15, 2016 | ||||||||||
Long-term Debt | ||||||||||
Redemption percentage price | 100.00% | |||||||||
Redemption price as a percentage of principal amount redeemed | 40.00% | |||||||||
Debt instrument, redemption price, percentage with certain net equity offerings | 108.00% | |||||||||
Minimum aggregate principal amount required after redemption | 50.00% | |||||||||
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 | ||||||||||
Total debt | $ 600,000,000 | 600,000,000 | $ 600,000,000 | 600,000,000 | ||||||
Initial amount under the debt instrument | $ 600,000,000 | |||||||||
Senior notes redemption period within equity offering | 120 days | |||||||||
Number of first interest payments for which interest on debt will be paid entirely in cash | payment | 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 Toggle Notes | Prior to October 15, 2016 | ||||||||||
Long-term Debt | ||||||||||
Redemption percentage price | 100.00% | |||||||||
Redemption price as a percentage of principal amount redeemed | 40.00% | |||||||||
Debt instrument, redemption price, percentage with certain net equity offerings | 108.75% | |||||||||
Minimum aggregate principal amount required after redemption | 50.00% | |||||||||
PIK Toggle Notes | Minimum | ||||||||||
Long-term Debt | ||||||||||
Aggregate principal amount having customary affirmative covenants and default provisions | $ 50,000,000 | $ 50,000,000 | ||||||||
Stated interest rate (as a percent) | 8.75% | 8.75% | 8.75% | |||||||
PIK Toggle Notes | Maximum | ||||||||||
Long-term Debt | ||||||||||
Stated interest rate (as a percent) | 9.50% | 9.50% | 9.50% | |||||||
2028 Debentures | ||||||||||
Long-term Debt | ||||||||||
Total debt | $ 122,463,000 | $ 122,250,000 | $ 122,463,000 | $ 122,250,000 | ||||||
Initial amount under the debt instrument | $ 125,000,000 | $ 125,000,000 | ||||||||
Percentage of first priority pledge in nonvoting stock | 100.00% | |||||||||
Percentage of first priority pledge in voting stock of foreign subsidiary | 65.00% | |||||||||
Stated interest rate (as a percent) | 7.125% | 7.125% | ||||||||
Percentage of first priority pledge in capital stock | 100.00% | |||||||||
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 | Asset-Based Revolving Credit Facility | ||||||||||
Long-term Debt | ||||||||||
Assets | $ 288,100,000 | $ 288,100,000 | ||||||||
Assets of non-guarantor subsidiaries, percentage | 3.50% | 3.50% |
LONG-TERM DEBT Maturities of Lo
LONG-TERM DEBT Maturities of Long-Term Debt (Details) $ in Millions | Jul. 30, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 29.4 |
2,018 | 29.4 |
2,019 | 194.4 |
2,020 | 29.4 |
2,021 | 2,751.4 |
Thereafter | $ 1,682.5 |
Interest Expense (Details)
Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
May 02, 2015 | Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
Interest expense | |||||
Amortization of debt issue costs | $ 17,117 | $ 24,572 | $ 24,560 | ||
Capitalized interest | (630) | (7,298) | (2,361) | ||
Other, net | 1,661 | 2,812 | 2,497 | ||
Interest expense, gross | 224,857 | 285,596 | 289,923 | ||
Loss on debt extinguishment | $ 7,900 | 7,882 | 0 | 0 | |
Interest expense, net | 232,739 | 285,596 | 289,923 | ||
Interest expense related to debt incurred due to acquisition | $ 8,400 | ||||
Asset-Based Revolving Credit Facility | |||||
Interest expense | |||||
Interest expense | 311 | 3,104 | 1,463 | ||
Senior Secured Term Loan Facility | |||||
Interest expense | |||||
Interest expense | 102,818 | 124,200 | 125,558 | ||
Cash Pay Notes | |||||
Interest expense | |||||
Interest expense | 57,556 | 76,800 | 76,800 | ||
PIK Toggle Notes | |||||
Interest expense | |||||
Interest expense | 39,344 | 52,500 | 52,500 | ||
2028 Debentures | |||||
Interest expense | |||||
Interest expense | 6,680 | 8,906 | 8,906 | ||
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 | ||||
Capitalized interest | (140) | ||||
Other, net | 1,334 | ||||
Interest expense, gross | 37,315 | ||||
Loss on debt extinguishment | 0 | ||||
Interest expense, net | 37,315 | ||||
Predecessor | Asset-Based Revolving Credit Facility | |||||
Interest expense | |||||
Interest expense | 75 | ||||
Predecessor | Senior Secured Term Loan Facility | |||||
Interest expense | |||||
Interest expense | 3,687 | ||||
Predecessor | Cash Pay Notes | |||||
Interest expense | |||||
Interest expense | 2,773 | ||||
Predecessor | PIK Toggle Notes | |||||
Interest expense | |||||
Interest expense | 1,896 | ||||
Predecessor | 2028 Debentures | |||||
Interest expense | |||||
Interest expense | 2,226 | ||||
Predecessor | Former Asset-Based Revolving Credit Facility | |||||
Interest expense | |||||
Interest expense | 477 | ||||
Predecessor | Former Senior Secured Term Loan Facility | |||||
Interest expense | |||||
Interest expense | $ 22,521 |
DERIVATIVE FINANCIAL INSTRUME67
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - USD ($) | Jul. 30, 2016 | Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | Dec. 01, 2016 | Jun. 30, 2016 | Apr. 30, 2016 | Apr. 30, 2014 |
Derivative Financial Instruments | |||||||||
Outstanding floating rate debt obligations | $ 3,034,100,000 | $ 3,034,100,000 | |||||||
Interest Rate Caps | |||||||||
Derivative Financial Instruments | |||||||||
Fair value of derivative | 0 | 0 | |||||||
Interest rate cash flow hedge gains (losses) reclassified to earnings, net | $ 0 | $ (600,000) | $ 0 | ||||||
Interest Rate Caps | Predecessor | |||||||||
Derivative Financial Instruments | |||||||||
Interest rate cash flow hedge gains (losses) reclassified to earnings, net | $ (400,000) | ||||||||
Interest Rate Caps | Derivative Contract Term December 2016 | |||||||||
Derivative Financial Instruments | |||||||||
Derivative asset | $ 2,000,000 | ||||||||
Derivative, notional amount | $ 1,400,000,000 | ||||||||
Interest Rate Swaps | |||||||||
Derivative Financial Instruments | |||||||||
Derivative, notional amount | $ 1,400,000,000 | ||||||||
Loss on derivative | $ 13,200,000 | ||||||||
Interest Rate Swaps One | |||||||||
Derivative Financial Instruments | |||||||||
Derivative, notional amount | $ 700,000,000 | ||||||||
Interest Rate Swaps One | Scenario, Forecast | |||||||||
Derivative Financial Instruments | |||||||||
Fixed interest rate | 4.912% | ||||||||
Interest Rate Swaps Two | |||||||||
Derivative Financial Instruments | |||||||||
Derivative, notional amount | $ 700,000,000 | ||||||||
Interest Rate Swaps Two | Scenario, Forecast | |||||||||
Derivative Financial Instruments | |||||||||
Fixed interest rate | 4.7395% | ||||||||
London Interbank Offered Rate (LIBOR) | Interest Rate Caps | Derivative Contract Term December 2016 | |||||||||
Derivative Financial Instruments | |||||||||
Interest rate cap (as a percent) | 3.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
Current: | ||||
Federal | $ 23,432 | $ (36,557) | $ 73,928 | |
State | 4,617 | (7,691) | 7,955 | |
Foreign | 0 | 5,948 | 980 | |
Current income tax expense | 28,049 | (38,300) | 82,863 | |
Deferred: | ||||
Federal | (98,443) | (78,804) | (60,780) | |
State | (19,431) | (18,189) | (6,080) | |
Foreign | $ 0 | 0 | (5,848) | (2,876) |
Deferred income tax expense | (117,874) | (102,841) | (69,736) | |
Income tax expense (benefit) | $ (89,825) | $ (141,141) | $ 13,127 | |
Predecessor | ||||
Current: | ||||
Federal | 12,100 | |||
State | 2,145 | |||
Foreign | 0 | |||
Current income tax expense | 14,245 | |||
Deferred: | ||||
Federal | (5,291) | |||
State | (1,035) | |||
Deferred income tax expense | (6,326) | |||
Income tax expense (benefit) | $ 7,919 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
Income Tax Disclosure [Line Items] | ||||
United States | $ (223,908) | $ (542,310) | $ 38,399 | |
Foreign | 0 | (4,941) | (10,323) | |
Earnings (loss) before income taxes | $ (223,908) | $ (547,251) | $ 28,076 | |
Predecessor | ||||
Income Tax Disclosure [Line Items] | ||||
United States | $ (5,179) | |||
Foreign | 0 | |||
Earnings (loss) before income taxes | $ (5,179) |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
Reconciliation of income tax (benefit) expense to the amount calculated based on the federal and state statutory rates | ||||
Income tax expense (benefit) at statutory rate | $ (78,365) | $ (191,538) | $ 9,827 | |
State income taxes, net of federal income tax benefit | (9,256) | (15,480) | 1,235 | |
Impact of non-deductible expenses, including goodwill impairment | (2,354) | 64,372 | 3,330 | |
Tax expense (benefit) related to tax settlements and other changes in tax liabilities | (1,101) | (554) | (555) | |
Impact of foreign tax differential | 0 | 377 | (706) | |
Unbenefitted losses of foreign subsidiary | 1,265 | 1,444 | 0 | |
Other | (14) | 238 | (4) | |
Income tax expense (benefit) | $ (89,825) | $ (141,141) | $ 13,127 | |
Effective tax rate | 40.10% | 25.80% | 46.80% | |
Federal statutory tax rate | 35.00% | |||
Writedown of goodwill | $ 199,218 | |||
Effective tax rate, excluding goodwill impairment loss | 40.60% | |||
Deferred income tax assets: | ||||
Accruals and reserves | $ 31,628 | $ 31,460 | ||
Employee benefits | 202,778 | 178,899 | ||
Other | 36,406 | 27,197 | ||
Total deferred tax assets | 270,812 | 237,556 | ||
Deferred income tax liabilities: | ||||
Inventory | (10,125) | (10,094) | ||
Depreciation and amortization | (285,563) | (253,826) | ||
Intangible assets | (1,241,497) | (1,374,433) | ||
Other | (30,420) | (39,580) | ||
Total deferred tax liabilities | (1,567,605) | (1,677,933) | ||
Net deferred income tax liability | (1,296,793) | $ (1,440,377) | ||
Decrease in deferred tax liabilities, related to intangible assets | 132,900 | |||
Increase in deferred tax assets, related to employee benefits | $ 23,900 | |||
Predecessor | ||||
Reconciliation of income tax (benefit) expense to the amount calculated based on the federal and state statutory rates | ||||
Income tax expense (benefit) at statutory rate | $ (1,814) | |||
State income taxes, net of federal income tax benefit | 635 | |||
Impact of non-deductible expenses, including goodwill impairment | 8,514 | |||
Tax expense (benefit) related to tax settlements and other changes in tax liabilities | 133 | |||
Impact of foreign tax differential | 0 | |||
Unbenefitted losses of foreign subsidiary | 533 | |||
Other | (82) | |||
Income tax expense (benefit) | $ 7,919 | |||
Effective tax rate | (152.90%) |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 30, 2016 | Aug. 01, 2015 | |
Income Tax Disclosure [Abstract] | ||
Portion of unrecognized tax benefits which would impact effective tax rate, if recognized | $ 3,400 | |
Liability for accrued interest and penalties | 400 | $ 4,800 |
Reconciliation of the beginning and ending amounts of unrecognized tax benefits | ||
Balance at beginning of fiscal year | 1,854 | 2,543 |
Gross amount of decreases for prior year tax positions | (1,290) | (875) |
Gross amount of increases for current year tax positions | 3,097 | 186 |
Balance at end of fiscal year | $ 3,661 | $ 1,854 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | Jan. 01, 2011 | Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 |
Defined contribution plans | |||||
Aggregate expense related to plans | $ 7.1 | $ 23.5 | $ 28 | $ 30.5 | |
RSP | |||||
Defined contribution plans | |||||
Maximum matching contribution as a percentage of employee's compensation | 6.00% | ||||
Maximum | RSP | |||||
Defined contribution plans | |||||
Potential employer contribution (as a percent) | 75.00% |
EMPLOYEE BENEFIT PLANS (Detai73
EMPLOYEE BENEFIT PLANS (Details 2) - USD ($) $ in Thousands | Jul. 30, 2016 | Aug. 01, 2015 | Aug. 02, 2014 |
Obligations for employee benefit plans, included in other long-term liabilities | |||
Pension Plan, net | $ 426,760 | $ 338,890 | |
Less: current portion | (7,345) | (6,724) | |
Long-term portion of benefit obligations | 419,415 | 332,166 | |
Pension Plan | |||
Obligations for employee benefit plans, included in other long-term liabilities | |||
Projected benefit obligation | 683,493 | 612,762 | $ 592,918 |
Less: Plan assets | (383,817) | (394,150) | (403,028) |
Pension Plan, net | 299,676 | 218,612 | |
SERP Plan | |||
Obligations for employee benefit plans, included in other long-term liabilities | |||
Projected benefit obligation | 118,484 | 111,157 | 113,787 |
Pension Plan, net | 118,484 | 111,157 | |
Postretirement Plan | |||
Obligations for employee benefit plans, included in other long-term liabilities | |||
Projected benefit obligation | 8,600 | 9,121 | $ 10,945 |
Pension Plan, net | $ 8,600 | $ 9,121 |
EMPLOYEE BENEFIT PLANS (Detai74
EMPLOYEE BENEFIT PLANS (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
Employee Benefit Plans | ||||
Amortization period for deferred realized gains and losses on plan assets | 3 years | |||
Excess of market related value over fair value of plan assets | $ 11,100 | |||
Pension Plan | ||||
Employee Benefit Plans | ||||
Service cost | 0 | $ 0 | ||
Interest cost | $ 19,516 | 21,716 | 25,527 | |
Expected return on plan assets | (18,499) | (23,229) | (24,935) | |
Net amortization of losses (gains) | 0 | 0 | 0 | |
Expense (income) under plan | 1,017 | (1,513) | 592 | |
SERP Plan | ||||
Employee Benefit Plans | ||||
Service cost | 0 | 0 | ||
Interest cost | 3,653 | 3,569 | 4,505 | |
Expense (income) under plan | 3,653 | 3,569 | 4,505 | |
Postretirement Plan | ||||
Employee Benefit Plans | ||||
Service cost | 19 | 3 | 11 | |
Interest cost | 520 | 285 | 451 | |
Net amortization of losses (gains) | 0 | (582) | (372) | |
Net amortization of prior service cost | 0 | 0 | 0 | |
Expense (income) under plan | $ 539 | $ (294) | $ 90 | |
Predecessor | Pension Plan | ||||
Employee Benefit Plans | ||||
Interest cost | $ 5,781 | |||
Expected return on plan assets | (6,401) | |||
Net amortization of losses (gains) | 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 losses (gains) | 35 | |||
Net amortization of prior service cost | (321) | |||
Expense (income) under plan | $ (139) |
EMPLOYEE BENEFIT PLANS (Detai75
EMPLOYEE BENEFIT PLANS (Details 4) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | Jul. 31, 2015 | |
Projected benefit obligations: | ||||
Adjustments to benefit obligations recorded as increases to accumulated other comprehensive loss, before tax | $ 87,300 | |||
Adjustments to benefit obligations recorded as increases to accumulated other comprehensive loss, net of tax | 56,300 | |||
Pension Plan | ||||
Projected benefit obligations: | ||||
Beginning of year | 612,762 | $ 592,918 | ||
Service cost | 0 | 0 | ||
Interest cost | $ 19,516 | 21,716 | 25,527 | |
Actuarial loss (gain) | 72,786 | 15,764 | ||
Benefits paid, net | (23,771) | (21,447) | ||
End of year | 592,918 | 683,493 | 612,762 | |
Expected benefit payments | ||||
Fiscal year 2017 | 26,233 | |||
Fiscal year 2018 | 27,814 | |||
Fiscal year 2019 | 29,262 | |||
Fiscal year 2020 | 30,573 | |||
Fiscal year 2021 | 31,922 | |||
Fiscal years 2022-2026 | 176,163 | |||
Changes in assets held | ||||
Fair value of assets at beginning of year | 394,150 | 403,028 | ||
Actual return on assets | 13,438 | 12,569 | ||
Benefits paid | (23,771) | (21,447) | ||
Fair value of assets at end of year | 403,028 | $ 383,817 | 394,150 | |
Asset and target allocation by asset category | ||||
Target allocation for the next fiscal year (as a percent) | 100.00% | |||
Asset allocation (as a percent) | 100.00% | 100.00% | ||
Pension Plan | Equity securities | ||||
Asset and target allocation by asset category | ||||
Target allocation for the next fiscal year (as a percent) | 60.00% | |||
Asset allocation (as a percent) | 59.00% | 62.00% | ||
Pension Plan | Fixed income securities | ||||
Asset and target allocation by asset category | ||||
Target allocation for the next fiscal year (as a percent) | 40.00% | |||
Asset allocation (as a percent) | 41.00% | 38.00% | ||
SERP Plan | ||||
Projected benefit obligations: | ||||
Beginning of year | $ 111,157 | 113,787 | ||
Service cost | 0 | 0 | ||
Interest cost | 3,653 | 3,569 | 4,505 | |
Actuarial loss (gain) | 8,862 | (2,292) | ||
Benefits paid, net | (5,104) | (4,843) | ||
End of year | 113,787 | 118,484 | 111,157 | |
Expected benefit payments | ||||
Fiscal year 2017 | 6,747 | |||
Fiscal year 2018 | 6,767 | |||
Fiscal year 2019 | 6,853 | |||
Fiscal year 2020 | 6,981 | |||
Fiscal year 2021 | 7,098 | |||
Fiscal years 2022-2026 | 35,348 | |||
Changes in assets held | ||||
Benefits paid | (5,104) | (4,843) | ||
Postretirement Plan | ||||
Projected benefit obligations: | ||||
Beginning of year | 9,121 | 10,945 | ||
Service cost | 19 | 3 | 11 | |
Interest cost | 520 | 285 | 451 | |
Actuarial loss (gain) | (207) | (1,476) | ||
Benefits paid, net | (602) | (810) | ||
End of year | $ 10,945 | 8,600 | 9,121 | |
Expected benefit payments | ||||
Fiscal year 2017 | 597 | |||
Fiscal year 2018 | 569 | |||
Fiscal year 2019 | 542 | |||
Fiscal year 2020 | 495 | |||
Fiscal year 2021 | 497 | |||
Fiscal years 2022-2026 | 2,346 | |||
Changes in assets held | ||||
Benefits paid | $ (602) | $ (810) |
EMPLOYEE BENEFIT PLANS (Detai76
EMPLOYEE BENEFIT PLANS (Details 5) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 30, 2016 | Aug. 01, 2015 | Aug. 02, 2014 | |
Minimum | |||
Employee Benefit Plans | |||
Investments redemption frequency | 1 month | ||
Advance notice period for redemption of investments | 3 days | ||
Maximum | |||
Employee Benefit Plans | |||
Investments redemption frequency | 3 years | ||
Advance notice period for redemption of investments | 180 days | ||
Pension Plan | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | $ 383,817 | $ 394,150 | $ 403,028 |
Pension Plan | Level 1 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 51,881 | 52,298 | |
Pension Plan | Level 2 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 103,831 | 97,234 | |
Pension Plan | Level 3 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Pension Plan | Fixed income securities: Corporate debt securities | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 96,389 | 91,104 | |
Pension Plan | Fixed income securities: Corporate debt securities | Level 1 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Pension Plan | Fixed income securities: Corporate debt securities | Level 2 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 96,389 | 91,104 | |
Pension Plan | Fixed income securities: Corporate debt securities | Level 3 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Pension Plan | Fixed income securities: Mutual funds | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 22,987 | 27,963 | |
Pension Plan | Fixed income securities: Mutual funds | Level 1 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 22,987 | 27,963 | |
Pension Plan | Fixed income securities: Mutual funds | Level 2 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Pension Plan | Fixed income securities: Mutual funds | Level 3 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Pension Plan | Fixed income securities: U.S. government securities | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 28,894 | 24,335 | |
Pension Plan | Fixed income securities: U.S. government securities | Level 1 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 28,894 | 24,335 | |
Pension Plan | Fixed income securities: U.S. government securities | Level 2 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Pension Plan | Fixed income securities: U.S. government securities | Level 3 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Pension Plan | Other Investments | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 7,442 | 6,130 | |
Pension Plan | Other Investments | Level 1 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Pension Plan | Other Investments | Level 2 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 7,442 | 6,130 | |
Pension Plan | Other Investments | Level 3 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Pension Plan | Equity securities: Common/collective trusts | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 59,071 | 52,804 | |
Pension Plan | Equity securities: Hedge funds | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 165,003 | 186,457 | |
Pension Plan | Equity securities: Limited partnership interests | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | $ 4,031 | $ 5,357 |
EMPLOYEE BENEFIT PLANS (Detai77
EMPLOYEE BENEFIT PLANS (Details 6) - USD ($) $ in Millions | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | Nov. 02, 2013 | Jul. 30, 2016 |
Assumptions of defined benefit plan, health care cost trend rates | |||||
Effect on projected benefit obligation of 1.00% increase in ultimate health care cost trend rate | $ 1 | ||||
Pension Plan | |||||
Employee Benefit Plans | |||||
Expected employer contribution in fiscal year 2017 | $ 10.3 | ||||
Assumptions of defined benefit plan, periodic expense | |||||
Discount rate (as a percent) | 4.30% | 4.35% | |||
Expected long-term rate of return on plan assets (as a percent) | 6.00% | 6.50% | 5.50% | ||
Assumptions of defined benefit plan, health care cost trend rates | |||||
Period for increase or decrease in pension expense due to actual gain or loss on plan assets | 24 years | ||||
SERP Plan | |||||
Assumptions of defined benefit plan, periodic expense | |||||
Discount rate (as a percent) | 4.15% | 4.20% | |||
Postretirement Plan | |||||
Assumptions of defined benefit plan, periodic expense | |||||
Discount rate (as a percent) | 4.15% | 4.25% | |||
Assumptions of defined benefit plan, health care cost trend rates | |||||
Initial health care cost trend rate (as a percent) | 7.50% | 8.00% | |||
Ultimate health care cost trend rate (as a percent) | 5.00% | 5.00% | |||
Predecessor | Pension Plan | |||||
Assumptions of defined benefit plan, periodic expense | |||||
Discount rate (as a percent) | 4.80% | ||||
Expected long-term rate of return on plan assets (as a percent) | 6.50% | ||||
Predecessor | SERP Plan | |||||
Assumptions of defined benefit plan, periodic expense | |||||
Discount rate (as a percent) | 4.60% | ||||
Predecessor | Postretirement Plan | |||||
Assumptions of defined benefit plan, periodic expense | |||||
Discount rate (as a percent) | 4.80% | ||||
Assumptions of defined benefit plan, health care cost trend rates | |||||
Initial health care cost trend rate (as a percent) | 8.00% | ||||
Ultimate health care cost trend rate (as a percent) | 8.00% | ||||
Subsequent event | Pension Plan | |||||
Assumptions of defined benefit plan, periodic expense | |||||
Discount rate (as a percent) | 3.44% | ||||
Expected long-term rate of return on plan assets (as a percent) | 5.50% | ||||
Subsequent event | SERP Plan | |||||
Assumptions of defined benefit plan, periodic expense | |||||
Discount rate (as a percent) | 3.30% | ||||
Subsequent event | Postretirement Plan | |||||
Assumptions of defined benefit plan, periodic expense | |||||
Discount rate (as a percent) | 3.33% | ||||
Assumptions of defined benefit plan, health care cost trend rates | |||||
Initial health care cost trend rate (as a percent) | 7.50% | ||||
Ultimate health care cost trend rate (as a percent) | 5.00% |
COMMITMENTS AND CONTINGENCIES78
COMMITMENTS AND CONTINGENCIES (Details) | Feb. 11, 2016plaintiff | Dec. 10, 2013 | Jan. 31, 2014claim | Apr. 30, 2014claim | Nov. 02, 2013USD ($) | Aug. 02, 2014USD ($) | Jul. 30, 2016USD ($) | Aug. 01, 2015USD ($) | Oct. 25, 2011appeal |
Rent expense and related occupancy costs under operating leases | |||||||||
Minimum rent | $ 47,800,000 | $ 81,300,000 | $ 73,700,000 | ||||||
Contingent rent | 22,600,000 | 21,900,000 | 27,700,000 | ||||||
Other occupancy costs | 9,400,000 | 18,300,000 | 16,500,000 | ||||||
Amortization of deferred real estate credits | (200,000) | (2,100,000) | (800,000) | ||||||
Total rent expense | $ 79,600,000 | 119,400,000 | $ 117,100,000 | ||||||
Future minimum rental commitments, excluding renewal options, under non-cancelable leases | |||||||||
2,017 | 82,700,000 | ||||||||
2,018 | 85,000,000 | ||||||||
2,019 | 82,300,000 | ||||||||
2,020 | 74,600,000 | ||||||||
2,021 | 72,600,000 | ||||||||
Thereafter | 1,730,900,000 | ||||||||
Litigation | |||||||||
Loss contingency, period to bring claims to trial | 5 years | ||||||||
New claims filed (in plaintiffs or claims) | plaintiff | 7 | ||||||||
Other | |||||||||
Outstanding letters of credit | 0 | ||||||||
Surety bonds | $ 3,100,000 | ||||||||
Minimum | |||||||||
Leases | |||||||||
Primary terms of leases | 5 years | ||||||||
Renewable terms of leases | 2 years | ||||||||
Maximum | |||||||||
Leases | |||||||||
Primary terms of leases | 99 years | ||||||||
Renewable terms of leases | 80 years | ||||||||
Predecessor | |||||||||
Rent expense and related occupancy costs under operating leases | |||||||||
Minimum rent | $ 15,200,000 | ||||||||
Contingent rent | 6,900,000 | ||||||||
Other occupancy costs | 4,000,000 | ||||||||
Amortization of deferred real estate credits | (2,000,000) | ||||||||
Total rent expense | $ 24,100,000 | ||||||||
Ms. Monjazeb and Mr. Pinela Case | |||||||||
Litigation | |||||||||
Loss contingency, number of appeals | appeal | 2 | ||||||||
Mr. Pinela Case | |||||||||
Litigation | |||||||||
Loss contingency, number of appeals | appeal | 1 | ||||||||
Ms. Monjazeb Case | |||||||||
Litigation | |||||||||
Loss contingency, number of appeals | appeal | 1 | ||||||||
The Cyber-Attack | |||||||||
Litigation | |||||||||
New claims filed (in plaintiffs or claims) | claim | 3 | 3 | |||||||
Claims dismissed | claim | 2 |
ACCUMULATED OTHER COMPREHENSI79
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) $ in Thousands | 12 Months Ended |
Jul. 30, 2016USD ($) | |
Accumulated Other Comprehensive Loss | |
Beginning balance | $ (51,228) |
Other comprehensive loss | (64,963) |
Amounts reclassified from accumulated other comprehensive loss | 350 |
Ending balance | (115,841) |
Foreign Currency Translation Adjustments | |
Accumulated Other Comprehensive Loss | |
Beginning balance | (16,886) |
Other comprehensive loss | (2,282) |
Amounts reclassified from accumulated other comprehensive loss | 0 |
Ending balance | (19,168) |
Unrealized Losses on Financial Instruments | |
Accumulated Other Comprehensive Loss | |
Beginning balance | (2,826) |
Other comprehensive loss | (6,850) |
Amounts reclassified from accumulated other comprehensive loss | 350 |
Ending balance | (9,326) |
Unfunded Benefit Obligations | |
Accumulated Other Comprehensive Loss | |
Beginning balance | (31,516) |
Other comprehensive loss | (55,831) |
Amounts reclassified from accumulated other comprehensive loss | 0 |
Ending balance | $ (87,347) |
STOCK-BASED AWARDS (Details)
STOCK-BASED AWARDS (Details) $ / shares in Units, $ in Thousands | Oct. 25, 2013USD ($)$ / sharesshares | Feb. 01, 2014USD ($) | Nov. 02, 2013USD ($) | Aug. 02, 2014USD ($)$ / shares | Jul. 30, 2016USD ($)$ / sharesshares | Aug. 01, 2015USD ($)$ / sharesshares | Sep. 26, 2016$ / sharesshares |
STOCK-BASED COMPENSATION | |||||||
Stock-based compensation for accelerated vesting of Predecessor stock options (including non-cash charges of $15.4 million) | $ | $ 51,510 | $ 0 | $ 0 | ||||
Deferred Compensation Share-based Arrangements, Liability, Current And Noncurrent [Roll Forward] | |||||||
Balance at beginning of fiscal year | $ | 15,873 | 15,787 | |||||
Stock compensation for increase (decrease) in liability | $ | (10,329) | 383 | |||||
Forfeitures | $ | (44) | (297) | |||||
Balance at end of fiscal year | $ | $ 15,787 | $ 5,500 | $ 15,873 | ||||
Shares | |||||||
Outstanding at beginning of period (in shares) | shares | 223,228 | ||||||
Granted (in shares) | shares | 4,268 | ||||||
Exercised (shares) | shares | (626) | ||||||
Forfeited (in shares) | shares | (9,273) | ||||||
Outstanding at end of period (in shares) | shares | 217,597 | 223,228 | |||||
Options exercisable at end of fiscal period (in shares) | shares | 89,905 | ||||||
Weighted Average Exercise Price | |||||||
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 880 | ||||||
Granted (in dollars per share) | $ / shares | 1,205 | ||||||
Exercised (in dollars per share) | $ / shares | 522 | ||||||
Forfeited (in dollars per share) | $ / shares | 1,020 | ||||||
Outstanding at end of period (in dollars per share) | $ / shares | 881 | $ 880 | |||||
Options exercisable at end of period (in dollars per share) | $ / shares | $ 671 | ||||||
Weighted Average Remaining Contractual Life | |||||||
Outstanding at the end of period | 6 years 2 months 12 days | ||||||
Options exercisable at the end of period | 4 years 2 months 12 days | ||||||
Assumptions used to estimate the fair value for stock options at grant date | |||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 1,000 | $ 1,205 | $ 1,166 | ||||
Weighted term | 5 years | 5 years | 5 years | ||||
Weighted average volatility (as a percent) | 45.12% | 29.43% | 30.20% | ||||
Risk-free interest rate (as a percent) | 1.39% | 1.33% | |||||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | ||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 407 | $ 341 | $ 343 | ||||
Subsequent event | |||||||
Weighted Average Exercise Price | |||||||
Options exercisable at end of period (in dollars per share) | $ / shares | $ 1,000 | ||||||
Assumptions used to estimate the fair value for stock options at grant date | |||||||
Number of shares repriced (in shares) | shares | 18,225 | ||||||
NM Mariposa Holdings Inc | Co Invest Options | |||||||
STOCK-BASED COMPENSATION | |||||||
Exchange ratio | 3.1 | ||||||
Exercise price, low end of range (in dollars per share) | $ / shares | $ 180 | ||||||
Exercise price, high end of range (in dollars per share) | $ / shares | $ 644 | ||||||
NM Mariposa Holdings Inc | Non Qualified Stock Option | |||||||
STOCK-BASED COMPENSATION | |||||||
Expiration period of non-qualified stock options granted | 10 years | ||||||
Predecessor | |||||||
STOCK-BASED COMPENSATION | |||||||
Stock-based compensation for accelerated vesting of Predecessor stock options (including non-cash charges of $15.4 million) | $ | $ 0 | ||||||
Predecessor | Stock options | |||||||
STOCK-BASED COMPENSATION | |||||||
Vested options (in shares) | shares | 67,899 | ||||||
Unvested options (in shares) | shares | 33,831 | ||||||
Consideration payable to holders of stock options under settlement | $ | $ 187,400 | ||||||
Consideration payable in settlement of previously vested options | $ | $ 135,900 | ||||||
Stock-based compensation for accelerated vesting of Predecessor stock options (including non-cash charges of $15.4 million) | $ | $ 51,500 | ||||||
Recognized non-cash stock compensation expense (in dollars) | $ | $ 2,500 | ||||||
Shares | |||||||
Outstanding at end of period (in shares) | shares | 101,730 | ||||||
Minimum | |||||||
Assumptions used to estimate the fair value for stock options at grant date | |||||||
Risk-free interest rate (as a percent) | 1.55% | ||||||
Maximum | |||||||
Assumptions used to estimate the fair value for stock options at grant date | |||||||
Risk-free interest rate (as a percent) | 1.63% | ||||||
Common Class A | NM Mariposa Holdings Inc | Co Invest Options | |||||||
STOCK-BASED COMPENSATION | |||||||
Rolled over options that were converted (in shares) | shares | 56,979 |
REVENUES (Details)
REVENUES (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 100.00% | 100.00% | 100.00% | |
Women’s Apparel | ||||
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 30.00% | 32.00% | 32.00% | |
Women’s Shoes, Handbags and Accessories | ||||
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 28.00% | 28.00% | 28.00% | |
Men’s Apparel and Shoes | ||||
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 12.00% | 12.00% | 12.00% | |
Cosmetics and Fragrances | ||||
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 11.00% | 11.00% | 11.00% | |
Designer and Precious Jewelry | ||||
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 11.00% | 10.00% | 10.00% | |
Home Furnishings and Decor | ||||
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 6.00% | 5.00% | 5.00% | |
Other | ||||
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 2.00% | 2.00% | 2.00% | |
Predecessor | ||||
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 100.00% | |||
Predecessor | Women’s Apparel | ||||
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 33.00% | |||
Predecessor | Women’s Shoes, Handbags and Accessories | ||||
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 27.00% | |||
Predecessor | Men’s Apparel and Shoes | ||||
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 11.00% | |||
Predecessor | Cosmetics and Fragrances | ||||
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 12.00% | |||
Predecessor | Designer and Precious Jewelry | ||||
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 10.00% | |||
Predecessor | Home Furnishings and Decor | ||||
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 5.00% | |||
Predecessor | Other | ||||
Revenues by merchandise category as a percentage of net sales | ||||
Product revenue as a percentage of net sales | 2.00% |
OTHER EXPENSES (Details)
OTHER EXPENSES (Details) $ in Thousands | Oct. 01, 2015USD ($)position | Nov. 02, 2013USD ($) | Apr. 30, 2016USD ($) | May 03, 2014USD ($) | Nov. 02, 2013USD ($) | Aug. 02, 2014USD ($) | Jul. 30, 2016USD ($) | Aug. 01, 2015USD ($) | Aug. 02, 2014USD ($) |
Other Expenses [Line Items] | |||||||||
Stock-based compensation for accelerated vesting of Predecessor stock options (including non-cash charges of $15.4 million) | $ 51,510 | $ 0 | $ 0 | ||||||
Expenses incurred in connection with strategic growth initiatives | 5,733 | 24,318 | 11,644 | ||||||
Expenses related to Cyber-Attack, net of insurance recoveries | 12,587 | 1,032 | 4,078 | ||||||
Net gain from facility closure | $ (5,600) | 0 | (5,577) | 0 | |||||
Equity in loss of Asian e-commerce retailer | 3,613 | 0 | 0 | ||||||
Management fee due to Former Sponsors | 0 | 0 | 0 | ||||||
Other expenses | 4,775 | 2,911 | 4,338 | ||||||
Total | 82,080 | 27,127 | 39,474 | ||||||
Noncash portion of settlement of unvested stock options | $ 15,400 | ||||||||
Number of positions eliminated | position | 500 | ||||||||
Severance costs | $ 10,200 | ||||||||
Equity method investment, amount sold | $ 35,000 | ||||||||
Predecessor | |||||||||
Other Expenses [Line Items] | |||||||||
Stock-based compensation for accelerated vesting of Predecessor stock options (including non-cash charges of $15.4 million) | $ 0 | ||||||||
Expenses incurred in connection with strategic growth initiatives | 155 | ||||||||
Expenses related to Cyber-Attack, net of insurance recoveries | 0 | ||||||||
Net gain from facility closure | 0 | ||||||||
Equity in loss of Asian e-commerce retailer | 1,523 | ||||||||
Management fee due to Former Sponsors | 2,823 | ||||||||
Other expenses | 0 | ||||||||
Total | 113,900 | ||||||||
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) | $ 51,500 | ||||||||
Other, primarily professional fees | 1,812 | 0 | 0 | ||||||
Total transaction costs | 53,322 | 0 | 0 | ||||||
Neiman Marcus Group LTD LLC | Predecessor | |||||||||
Other Expenses [Line Items] | |||||||||
Change-in-control cash payments due to Former Sponsors and management | 80,457 | ||||||||
Other, primarily professional fees | 28,942 | ||||||||
Total transaction costs | 109,399 | ||||||||
MyTheresa | |||||||||
Other Expenses [Line Items] | |||||||||
Total transaction costs | $ 2,050 | $ 4,443 | $ 19,414 | ||||||
MyTheresa | Predecessor | |||||||||
Other Expenses [Line Items] | |||||||||
Total transaction costs | $ 0 |
CONDENSED CONSOLIDATING FINAN83
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility) (Details) - USD ($) $ in Thousands | Jul. 30, 2016 | Aug. 01, 2015 | Aug. 02, 2014 | Nov. 02, 2013 |
Current assets: | ||||
Cash and cash equivalents | $ 61,843 | $ 72,974 | $ 196,476 | $ 116,124 |
Merchandise inventories | 1,125,325 | 1,154,844 | ||
Other current assets | 146,878 | 126,169 | ||
Total current assets | 1,334,046 | 1,353,987 | ||
Property and equipment, net | 1,588,121 | 1,477,886 | ||
Goodwill | 2,072,818 | 2,272,483 | 2,148,627 | |
Other assets | 17,401 | 16,844 | ||
Total assets | 8,256,888 | 8,719,762 | ||
Current liabilities: | ||||
Accounts payable | 317,736 | 342,999 | ||
Accrued liabilities | 492,646 | 493,278 | ||
Current portion of long-term debt | 29,426 | 29,426 | ||
Total current liabilities | 839,808 | 865,703 | ||
Long-term liabilities: | ||||
Long-term debt | 4,584,281 | 4,556,023 | ||
Deferred income taxes | 1,296,793 | 1,440,377 | ||
Total long-term liabilities | 6,473,949 | 6,440,315 | ||
Total member equity | 943,131 | 1,413,744 | 1,432,594 | |
Total liabilities and member equity | 8,256,888 | 8,719,762 | ||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | ||||
Current assets: | ||||
Cash and cash equivalents | 61,843 | 72,974 | 196,476 | 116,124 |
Merchandise inventories | 1,125,325 | 1,154,844 | ||
Other current assets | 146,878 | 126,169 | ||
Total current assets | 1,334,046 | 1,353,987 | ||
Property and equipment, net | 1,588,121 | 1,477,886 | ||
Intangible assets, net | 3,244,502 | 3,598,562 | ||
Goodwill | 2,072,818 | 2,272,483 | ||
Other assets | 17,401 | 16,844 | ||
Intercompany notes receivable | 0 | 0 | ||
Investments in subsidiaries | 0 | 0 | ||
Total assets | 8,256,888 | 8,719,762 | ||
Current liabilities: | ||||
Accounts payable | 317,736 | 342,999 | ||
Accrued liabilities | 492,646 | 493,278 | ||
Current portion of long-term debt | 29,426 | 29,426 | ||
Total current liabilities | 839,808 | 865,703 | ||
Long-term liabilities: | ||||
Long-term debt | 4,584,281 | 4,556,023 | ||
Intercompany notes payable | 0 | 0 | ||
Deferred income taxes | 1,296,793 | 1,440,377 | ||
Other long-term liabilities | 592,875 | 443,915 | ||
Total long-term liabilities | 6,473,949 | 6,440,315 | ||
Total member equity | 943,131 | 1,413,744 | ||
Total liabilities and member equity | 8,256,888 | 8,719,762 | ||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Reportable Legal Entities | Company | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Merchandise inventories | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other assets | 0 | 0 | ||
Intercompany notes receivable | 0 | 0 | ||
Investments in subsidiaries | 943,131 | 1,413,744 | ||
Total assets | 943,131 | 1,413,744 | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Accrued liabilities | 0 | 0 | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Long-term liabilities: | ||||
Long-term debt | 0 | 0 | ||
Intercompany notes payable | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total long-term liabilities | 0 | 0 | ||
Total member equity | 943,131 | 1,413,744 | ||
Total liabilities and member equity | 943,131 | 1,413,744 | ||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Reportable Legal Entities | NMG | ||||
Current assets: | ||||
Cash and cash equivalents | 39,791 | 53,162 | 195,004 | 115,045 |
Merchandise inventories | 917,138 | 970,295 | ||
Other current assets | 132,434 | 108,252 | ||
Total current assets | 1,089,363 | 1,131,709 | ||
Property and equipment, net | 1,440,968 | 1,359,118 | ||
Intangible assets, net | 566,084 | 625,937 | ||
Goodwill | 1,412,146 | 1,611,365 | ||
Other assets | 15,153 | 15,490 | ||
Intercompany notes receivable | 196,686 | 150,028 | ||
Investments in subsidiaries | 3,341,664 | 3,617,680 | ||
Total assets | 8,062,064 | 8,511,327 | ||
Current liabilities: | ||||
Accounts payable | 257,047 | 291,089 | ||
Accrued liabilities | 373,108 | 380,255 | ||
Current portion of long-term debt | 29,426 | 29,426 | ||
Total current liabilities | 659,581 | 700,770 | ||
Long-term liabilities: | ||||
Long-term debt | 4,584,281 | 4,556,023 | ||
Intercompany notes payable | 0 | 0 | ||
Deferred income taxes | 1,285,829 | 1,423,564 | ||
Other long-term liabilities | 589,242 | 417,226 | ||
Total long-term liabilities | 6,459,352 | 6,396,813 | ||
Total member equity | 943,131 | 1,413,744 | ||
Total liabilities and member equity | 8,062,064 | 8,511,327 | ||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Reportable Legal Entities | Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 936 | 706 | 1,368 | 813 |
Merchandise inventories | 145,518 | 145,046 | ||
Other current assets | 12,311 | 12,328 | ||
Total current assets | 158,765 | 158,080 | ||
Property and equipment, net | 144,186 | 116,634 | ||
Intangible assets, net | 2,605,413 | 2,893,928 | ||
Goodwill | 537,263 | 537,263 | ||
Other assets | 2,248 | 1,354 | ||
Intercompany notes receivable | 0 | 0 | ||
Investments in subsidiaries | 0 | 0 | ||
Total assets | 3,447,875 | 3,707,259 | ||
Current liabilities: | ||||
Accounts payable | 37,082 | 35,420 | ||
Accrued liabilities | 70,488 | 73,939 | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | 107,570 | 109,359 | ||
Long-term liabilities: | ||||
Long-term debt | 0 | 0 | ||
Intercompany notes payable | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other long-term liabilities | 3,633 | 3,314 | ||
Total long-term liabilities | 3,633 | 3,314 | ||
Total member equity | 3,336,672 | 3,594,586 | ||
Total liabilities and member equity | 3,447,875 | 3,707,259 | ||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 21,116 | 19,106 | 104 | 266 |
Merchandise inventories | 62,669 | 39,503 | ||
Other current assets | 4,904 | 5,754 | ||
Total current assets | 88,689 | 64,363 | ||
Property and equipment, net | 2,967 | 2,134 | ||
Intangible assets, net | 73,005 | 78,697 | ||
Goodwill | 123,409 | 123,855 | ||
Other assets | 0 | 0 | ||
Intercompany notes receivable | 0 | 0 | ||
Investments in subsidiaries | 0 | 0 | ||
Total assets | 288,070 | 269,049 | ||
Current liabilities: | ||||
Accounts payable | 23,607 | 16,490 | ||
Accrued liabilities | 51,821 | 39,249 | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | 75,428 | 55,739 | ||
Long-term liabilities: | ||||
Long-term debt | 0 | 0 | ||
Intercompany notes payable | 196,686 | 150,028 | ||
Deferred income taxes | 10,964 | 16,813 | ||
Other long-term liabilities | 0 | 23,375 | ||
Total long-term liabilities | 207,650 | 190,216 | ||
Total member equity | 4,992 | 23,094 | ||
Total liabilities and member equity | 288,070 | 269,049 | ||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Merchandise inventories | 0 | 0 | ||
Other current assets | (2,771) | (165) | ||
Total current assets | (2,771) | (165) | ||
Property and equipment, net | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other assets | 0 | 0 | ||
Intercompany notes receivable | (196,686) | (150,028) | ||
Investments in subsidiaries | (4,284,795) | (5,031,424) | ||
Total assets | (4,484,252) | (5,181,617) | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Accrued liabilities | (2,771) | (165) | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | (2,771) | (165) | ||
Long-term liabilities: | ||||
Long-term debt | 0 | 0 | ||
Intercompany notes payable | (196,686) | (150,028) | ||
Deferred income taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total long-term liabilities | (196,686) | (150,028) | ||
Total member equity | (4,284,795) | (5,031,424) | ||
Total liabilities and member equity | $ (4,484,252) | $ (5,181,617) |
CONDENSED CONSOLIDATING FINAN84
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility) (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ||||||||||||
Revenues | $ 1,128,300 | $ 1,169,300 | $ 1,487,000 | $ 1,164,900 | $ 1,166,700 | $ 1,220,100 | $ 1,521,800 | $ 1,186,500 | $ 3,710,193 | $ 4,949,472 | $ 5,095,087 | |
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 2,562,988 | 3,322,508 | 3,305,478 | |||||||||
Selling, general and administrative expenses (excluding depreciation) | 835,006 | 1,117,928 | 1,162,075 | |||||||||
Income from credit card program | (40,672) | (60,648) | (52,769) | |||||||||
Depreciation expense | 113,334 | 226,868 | 185,550 | |||||||||
Other expenses | 82,080 | 27,127 | 39,474 | |||||||||
Impairment charges | 0 | 466,155 | 0 | |||||||||
Operating earnings (loss) | 8,831 | (261,655) | 317,999 | |||||||||
Interest expense, net | 232,739 | 285,596 | 289,923 | |||||||||
Earnings (loss) before income taxes | (223,908) | (547,251) | 28,076 | |||||||||
Income tax (benefit) expense | (89,825) | (141,141) | 13,127 | |||||||||
Net earnings (loss) | $ (407,300) | $ 3,800 | $ 7,900 | $ (10,500) | $ (32,900) | $ 19,800 | $ 27,800 | $ 200 | (134,083) | (406,110) | 14,949 | |
Total other comprehensive earnings (loss), net of tax | (17,429) | (64,613) | (33,799) | |||||||||
Total comprehensive loss | (151,512) | (470,723) | (18,850) | |||||||||
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 | |||||||||||
Other expenses | 113,900 | |||||||||||
Impairment charges | 0 | |||||||||||
Operating earnings (loss) | 32,136 | |||||||||||
Interest expense, net | 37,315 | |||||||||||
Earnings (loss) before income taxes | (5,179) | |||||||||||
Income tax (benefit) expense | 7,919 | |||||||||||
Net earnings (loss) | (13,098) | |||||||||||
Total other comprehensive earnings (loss), net of tax | 1,324 | |||||||||||
Total comprehensive loss | (11,774) | |||||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | ||||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ||||||||||||
Revenues | 3,710,193 | 4,949,472 | 5,095,087 | |||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 2,562,988 | 3,322,508 | 3,305,478 | |||||||||
Selling, general and administrative expenses (excluding depreciation) | 835,006 | 1,117,928 | 1,162,075 | |||||||||
Income from credit card program | (40,672) | (60,648) | (52,769) | |||||||||
Depreciation expense | 113,334 | 226,868 | 185,550 | |||||||||
Amortization of intangible assets and favorable lease commitments | 148,626 | 111,189 | 137,280 | |||||||||
Other expenses | 82,080 | 27,127 | 39,474 | |||||||||
Impairment charges | 466,155 | |||||||||||
Operating earnings (loss) | 8,831 | (261,655) | 317,999 | |||||||||
Interest expense, net | 232,739 | 285,596 | 289,923 | |||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | |||||||||
Foreign currency loss (gain) | 0 | 0 | ||||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | |||||||||
Earnings (loss) before income taxes | (223,908) | (547,251) | 28,076 | |||||||||
Income tax (benefit) expense | (89,825) | (141,141) | 13,127 | |||||||||
Net earnings (loss) | (134,083) | (406,110) | 14,949 | |||||||||
Total other comprehensive earnings (loss), net of tax | (17,429) | (64,613) | (33,799) | |||||||||
Total comprehensive loss | (151,512) | (470,723) | (18,850) | |||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | 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 loss (earnings) of subsidiaries | 0 | |||||||||||
Earnings (loss) before income taxes | (5,179) | |||||||||||
Income tax (benefit) expense | 7,919 | |||||||||||
Net earnings (loss) | (13,098) | |||||||||||
Total other comprehensive earnings (loss), net of tax | 1,324 | |||||||||||
Total comprehensive loss | (11,774) | |||||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Reportable Legal Entities | 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 | |||||||||
Impairment charges | 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 loss (earnings) of subsidiaries | 134,083 | 406,110 | (14,949) | |||||||||
Earnings (loss) before income taxes | (134,083) | (406,110) | 14,949 | |||||||||
Income tax (benefit) expense | 0 | 0 | 0 | |||||||||
Net earnings (loss) | (134,083) | (406,110) | 14,949 | |||||||||
Total other comprehensive earnings (loss), net of tax | (17,429) | (64,613) | (33,799) | |||||||||
Total comprehensive loss | (151,512) | (470,723) | (18,850) | |||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Reportable Legal Entities | NMG | ||||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ||||||||||||
Revenues | 3,103,810 | 3,963,977 | 4,127,954 | |||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 2,164,309 | 2,660,197 | 2,677,767 | |||||||||
Selling, general and administrative expenses (excluding depreciation) | 724,085 | 923,379 | 975,259 | |||||||||
Income from credit card program | (36,795) | (55,070) | (47,434) | |||||||||
Depreciation expense | 100,097 | 205,011 | 163,737 | |||||||||
Amortization of intangible assets and favorable lease commitments | 107,450 | 58,347 | 82,185 | |||||||||
Other expenses | 78,467 | 22,283 | 31,881 | |||||||||
Impairment charges | 466,155 | |||||||||||
Operating earnings (loss) | (33,803) | (316,325) | 244,559 | |||||||||
Interest expense, net | 232,739 | 277,301 | 287,776 | |||||||||
Intercompany royalty charges (income) | 106,783 | 150,285 | 148,678 | |||||||||
Foreign currency loss (gain) | 0 | 0 | ||||||||||
Equity in loss (earnings) of subsidiaries | (149,417) | (195,456) | (208,540) | |||||||||
Earnings (loss) before income taxes | (223,908) | (548,455) | 16,645 | |||||||||
Income tax (benefit) expense | (89,825) | (141,242) | 15,023 | |||||||||
Net earnings (loss) | (134,083) | (407,213) | 1,622 | |||||||||
Total other comprehensive earnings (loss), net of tax | (17,429) | (62,331) | (16,913) | |||||||||
Total comprehensive loss | (151,512) | (469,544) | (15,291) | |||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Reportable Legal Entities | Guarantor Subsidiaries | ||||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ||||||||||||
Revenues | 606,383 | 783,689 | 844,459 | |||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 398,679 | 532,796 | 542,474 | |||||||||
Selling, general and administrative expenses (excluding depreciation) | 108,594 | 135,741 | 148,270 | |||||||||
Income from credit card program | (3,877) | (5,578) | (5,335) | |||||||||
Depreciation expense | 13,237 | 20,858 | 21,133 | |||||||||
Amortization of intangible assets and favorable lease commitments | 41,176 | 47,983 | 50,933 | |||||||||
Other expenses | 0 | 0 | 0 | |||||||||
Impairment charges | 0 | |||||||||||
Operating earnings (loss) | 48,574 | 51,889 | 86,984 | |||||||||
Interest expense, net | 0 | 0 | 0 | |||||||||
Intercompany royalty charges (income) | (106,783) | (150,285) | (148,678) | |||||||||
Foreign currency loss (gain) | 0 | 0 | ||||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | |||||||||
Earnings (loss) before income taxes | 155,357 | 202,174 | 235,662 | |||||||||
Income tax (benefit) expense | 0 | 0 | 0 | |||||||||
Net earnings (loss) | 155,357 | 202,174 | 235,662 | |||||||||
Total other comprehensive earnings (loss), net of tax | 0 | 0 | 0 | |||||||||
Total comprehensive loss | 155,357 | 202,174 | 235,662 | |||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ||||||||||||
Revenues | 0 | 201,806 | 122,674 | |||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 0 | 129,515 | 85,237 | |||||||||
Selling, general and administrative expenses (excluding depreciation) | 2,327 | 58,808 | 38,546 | |||||||||
Income from credit card program | 0 | 0 | 0 | |||||||||
Depreciation expense | 0 | 999 | 680 | |||||||||
Amortization of intangible assets and favorable lease commitments | 0 | 4,859 | 4,162 | |||||||||
Other expenses | 3,613 | 4,844 | 7,593 | |||||||||
Impairment charges | 0 | |||||||||||
Operating earnings (loss) | (5,940) | 2,781 | (13,544) | |||||||||
Interest expense, net | 0 | 8,295 | 2,147 | |||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | |||||||||
Foreign currency loss (gain) | 1,484 | 18,351 | ||||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | |||||||||
Earnings (loss) before income taxes | (5,940) | (6,998) | (34,042) | |||||||||
Income tax (benefit) expense | 0 | (280) | (6,920) | |||||||||
Net earnings (loss) | (5,940) | (6,718) | (27,122) | |||||||||
Total other comprehensive earnings (loss), net of tax | 0 | (1,179) | (3,558) | |||||||||
Total comprehensive loss | (5,940) | (7,897) | (30,680) | |||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Reportable Legal Entities | Predecessor | Company | ||||||||||||
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 loss (earnings) of subsidiaries | 13,098 | |||||||||||
Earnings (loss) before income taxes | (13,098) | |||||||||||
Income tax (benefit) expense | 0 | |||||||||||
Net earnings (loss) | (13,098) | |||||||||||
Total other comprehensive earnings (loss), net of tax | 1,324 | |||||||||||
Total comprehensive loss | (11,774) | |||||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Reportable Legal Entities | Predecessor | NMG | ||||||||||||
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 loss (earnings) of subsidiaries | (76,143) | |||||||||||
Earnings (loss) before income taxes | (5,179) | |||||||||||
Income tax (benefit) expense | 7,919 | |||||||||||
Net earnings (loss) | (13,098) | |||||||||||
Total other comprehensive earnings (loss), net of tax | 1,324 | |||||||||||
Total comprehensive loss | (11,774) | |||||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Reportable Legal Entities | Predecessor | Guarantor Subsidiaries | ||||||||||||
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) | 35,745 | |||||||||||
Income from credit card program | (1,382) | |||||||||||
Depreciation expense | 3,182 | |||||||||||
Amortization of intangible assets and favorable lease commitments | 2,947 | |||||||||||
Other expenses | 0 | |||||||||||
Operating earnings (loss) | 45,467 | |||||||||||
Interest expense, net | 0 | |||||||||||
Intercompany royalty charges (income) | (32,907) | |||||||||||
Equity in loss (earnings) of subsidiaries | 0 | |||||||||||
Earnings (loss) before income taxes | 78,374 | |||||||||||
Income tax (benefit) expense | 0 | |||||||||||
Net earnings (loss) | 78,374 | |||||||||||
Total other comprehensive earnings (loss), net of tax | 0 | |||||||||||
Total comprehensive loss | 78,374 | |||||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Reportable Legal Entities | Predecessor | Non-Guarantor Subsidiaries | ||||||||||||
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) | 708 | |||||||||||
Income from credit card program | 0 | |||||||||||
Depreciation expense | 0 | |||||||||||
Amortization of intangible assets and favorable lease commitments | 0 | |||||||||||
Other expenses | 1,523 | |||||||||||
Operating earnings (loss) | (2,231) | |||||||||||
Interest expense, net | 0 | |||||||||||
Intercompany royalty charges (income) | 0 | |||||||||||
Equity in loss (earnings) of subsidiaries | 0 | |||||||||||
Earnings (loss) before income taxes | (2,231) | |||||||||||
Income tax (benefit) expense | 0 | |||||||||||
Net earnings (loss) | (2,231) | |||||||||||
Total other comprehensive earnings (loss), net of tax | 0 | |||||||||||
Total comprehensive loss | (2,231) | |||||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | 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 | |||||||||
Impairment charges | 0 | |||||||||||
Operating earnings (loss) | 0 | 0 | 0 | |||||||||
Interest expense, net | 0 | 0 | 0 | |||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | |||||||||
Foreign currency loss (gain) | (1,484) | (18,351) | ||||||||||
Equity in loss (earnings) of subsidiaries | 15,334 | (210,654) | 223,489 | |||||||||
Earnings (loss) before income taxes | (15,334) | 212,138 | (205,138) | |||||||||
Income tax (benefit) expense | 0 | 381 | 5,024 | |||||||||
Net earnings (loss) | (15,334) | 211,757 | (210,162) | |||||||||
Total other comprehensive earnings (loss), net of tax | 17,429 | 63,510 | 20,471 | |||||||||
Total comprehensive loss | $ 2,095 | $ 275,267 | $ (189,691) | |||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | 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 loss (earnings) of subsidiaries | 63,045 | |||||||||||
Earnings (loss) before income taxes | (63,045) | |||||||||||
Income tax (benefit) expense | 0 | |||||||||||
Net earnings (loss) | (63,045) | |||||||||||
Total other comprehensive earnings (loss), net of tax | (1,324) | |||||||||||
Total comprehensive loss | $ (64,369) |
CONDENSED CONSOLIDATING FINAN85
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility) (Details 3) - USD ($) $ in Thousands | Oct. 25, 2013 | Oct. 31, 2014 | Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 |
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | $ (407,300) | $ 3,800 | $ 7,900 | $ (10,500) | $ (32,900) | $ 19,800 | $ 27,800 | $ 200 | $ (134,083) | $ (406,110) | $ 14,949 | |||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 279,077 | 362,629 | 347,390 | |||||||||||
Impairment charges | 0 | 466,155 | 0 | |||||||||||
Loss on debt extinguishment | $ 7,900 | 7,882 | 0 | 0 | ||||||||||
Deferred income taxes | (117,874) | (102,841) | (69,736) | |||||||||||
Other | 153,606 | (11,945) | 17,712 | |||||||||||
Net cash provided by (used for) operating activities | 283,385 | 310,592 | 229,312 | |||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (138,007) | (301,445) | (270,468) | |||||||||||
Investment in Asian e-commerce retailer | 35,000 | 0 | 0 | |||||||||||
Net cash used for investing activities | (3,491,592) | (302,341) | (452,195) | |||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 170,000 | 555,000 | 530,000 | |||||||||||
Borrowings under Senior Secured Term Loan Facility | 2,950,000 | 0 | 0 | |||||||||||
Debt issuance costs paid | (178,606) | 0 | (265) | |||||||||||
Cash equity contributions | 1,557,350 | 0 | 0 | |||||||||||
Net cash provided by (used for) financing activities | 3,288,559 | (21,611) | 100,308 | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 2,229 | (927) | |||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 80,352 | (11,131) | (123,502) | |||||||||||
Beginning balance | 72,974 | 196,476 | 116,124 | 72,974 | 196,476 | |||||||||
Ending balance | 61,843 | 72,974 | $ 116,124 | 196,476 | 61,843 | 72,974 | ||||||||
Former Asset-Based Revolving Credit Facility | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | 0 | 0 | |||||||||||
PIK Toggle Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 600,000 | 0 | 0 | |||||||||||
Payment of contingent earn-out obligation | 0 | (27,185) | 0 | |||||||||||
Cash Pay Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 960,000 | 0 | 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 | |||||||||||||
Impairment charges | 0 | |||||||||||||
Loss on debt extinguishment | 0 | |||||||||||||
Deferred income taxes | (6,326) | |||||||||||||
Other | 6,525 | |||||||||||||
Net cash provided by (used for) operating activities | 12,311 | |||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (35,959) | |||||||||||||
Investment in Asian e-commerce retailer | 0 | |||||||||||||
Net cash used for investing activities | (35,959) | |||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under 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 (used for) financing activities | 3,096 | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | |||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | (20,552) | |||||||||||||
Beginning balance | 136,676 | 116,124 | ||||||||||||
Ending balance | 116,124 | |||||||||||||
Predecessor | Former Asset-Based Revolving Credit Facility | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 130,000 | |||||||||||||
Predecessor | PIK Toggle Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Payment of contingent earn-out obligation | 0 | |||||||||||||
Predecessor | Cash Pay Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
MyTheresa | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | $ (181,700) | 0 | (896) | (181,727) | ||||||||||
MyTheresa | Predecessor | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | |||||||||||||
Neiman Marcus Group LTD LLC | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | (3,388,585) | 0 | 0 | |||||||||||
Neiman Marcus Group LTD LLC | PIK Toggle Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | $ 600,000 | |||||||||||||
Neiman Marcus Group LTD LLC | Cash Pay Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | $ 960,000 | |||||||||||||
Neiman Marcus Group LTD LLC | Predecessor | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | |||||||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | (134,083) | (406,110) | 14,949 | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 279,077 | 362,629 | 347,390 | |||||||||||
Impairment charges | 466,155 | |||||||||||||
Loss on debt extinguishment | 7,882 | |||||||||||||
Deferred income taxes | (117,874) | (102,841) | (69,736) | |||||||||||
Other | 153,606 | (11,945) | 17,712 | |||||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | |||||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | |||||||||||
Changes in operating assets and liabilities, net | 94,777 | 2,704 | (81,003) | |||||||||||
Net cash provided by (used for) operating activities | 283,385 | 310,592 | 229,312 | |||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (138,007) | (301,445) | (270,468) | |||||||||||
Investment in Asian e-commerce retailer | 35,000 | |||||||||||||
Net cash used for investing activities | (3,491,592) | (302,341) | (452,195) | |||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 555,000 | 530,000 | ||||||||||||
Borrowings under Senior Secured Term Loan Facility | 2,950,000 | |||||||||||||
Repayment of borrowings | (2,770,185) | (549,426) | (429,427) | |||||||||||
Payment of contingent earn-out obligation | (27,185) | |||||||||||||
Intercompany notes payable (receivable) | 0 | 0 | ||||||||||||
Debt issuance costs paid | (178,606) | (265) | ||||||||||||
Cash equity contributions | 1,557,350 | |||||||||||||
Net cash provided by (used for) financing activities | 3,288,559 | (21,611) | 100,308 | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | 2,229 | (927) | ||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 80,352 | (11,131) | (123,502) | |||||||||||
Beginning balance | 72,974 | 196,476 | 116,124 | 72,974 | 196,476 | |||||||||
Ending balance | 61,843 | 72,974 | 116,124 | 196,476 | 61,843 | 72,974 | ||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Former Asset-Based Revolving Credit Facility | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 170,000 | |||||||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | PIK Toggle Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 600,000 | |||||||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Cash Pay Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 960,000 | |||||||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | 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) | |||||||||||||
Other | 6,525 | |||||||||||||
Intercompany royalty charges (income) | 0 | |||||||||||||
Equity in loss (earnings) of subsidiaries | 0 | |||||||||||||
Changes in operating assets and liabilities, net | (23,215) | |||||||||||||
Net cash provided by (used for) operating activities | 12,311 | |||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (35,959) | |||||||||||||
Net cash used for investing activities | (35,959) | |||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Repayment of borrowings | (126,904) | |||||||||||||
Net cash provided by (used for) financing activities | 3,096 | |||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | (20,552) | |||||||||||||
Beginning balance | 136,676 | 116,124 | ||||||||||||
Ending balance | 116,124 | |||||||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Predecessor | Former Asset-Based Revolving Credit Facility | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 130,000 | |||||||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | MyTheresa | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | (896) | (181,727) | ||||||||||||
Investment in subsidiaries | 0 | |||||||||||||
Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Neiman Marcus Group LTD LLC | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | (3,388,585) | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Company | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | (134,083) | (406,110) | 14,949 | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 0 | 0 | 0 | |||||||||||
Impairment charges | 0 | |||||||||||||
Loss on debt extinguishment | 0 | |||||||||||||
Deferred income taxes | 0 | 0 | 0 | |||||||||||
Other | 0 | 0 | 0 | |||||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | |||||||||||
Equity in loss (earnings) of subsidiaries | 134,083 | 406,110 | (14,949) | |||||||||||
Changes in operating assets and liabilities, net | 0 | 0 | 0 | |||||||||||
Net cash provided by (used for) operating activities | 0 | 0 | 0 | |||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | 0 | 0 | 0 | |||||||||||
Investment in Asian e-commerce retailer | 0 | |||||||||||||
Net cash used for investing activities | 0 | 0 | 0 | |||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | 0 | ||||||||||||
Borrowings under Senior Secured Term Loan Facility | 0 | |||||||||||||
Repayment of borrowings | 0 | 0 | 0 | |||||||||||
Payment of contingent earn-out obligation | 0 | |||||||||||||
Intercompany notes payable (receivable) | 0 | 0 | ||||||||||||
Debt issuance costs paid | 0 | 0 | ||||||||||||
Cash equity contributions | 0 | |||||||||||||
Net cash provided by (used for) financing activities | 0 | 0 | 0 | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | ||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 0 | 0 | 0 | |||||||||||
Beginning balance | 0 | 0 | 0 | 0 | 0 | |||||||||
Ending balance | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | NMG | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | (134,083) | (407,213) | 1,622 | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 224,664 | 287,930 | 270,482 | |||||||||||
Impairment charges | 466,155 | |||||||||||||
Loss on debt extinguishment | 7,882 | |||||||||||||
Deferred income taxes | (117,874) | (97,167) | (62,143) | |||||||||||
Other | 149,940 | (26,585) | (5,430) | |||||||||||
Intercompany royalty charges (income) | 106,783 | 150,285 | 148,678 | |||||||||||
Equity in loss (earnings) of subsidiaries | (149,417) | (195,456) | (208,540) | |||||||||||
Changes in operating assets and liabilities, net | 216,411 | 126,863 | 11,467 | |||||||||||
Net cash provided by (used for) operating activities | 304,306 | 304,812 | 156,136 | |||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (124,321) | (254,094) | (248,286) | |||||||||||
Investment in Asian e-commerce retailer | 0 | |||||||||||||
Net cash used for investing activities | (3,512,906) | (284,298) | (248,286) | |||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 555,000 | 530,000 | ||||||||||||
Borrowings under Senior Secured Term Loan Facility | 2,950,000 | |||||||||||||
Repayment of borrowings | (2,770,185) | (549,426) | (429,427) | |||||||||||
Payment of contingent earn-out obligation | 0 | |||||||||||||
Intercompany notes payable (receivable) | (39,459) | (150,000) | ||||||||||||
Debt issuance costs paid | (178,606) | (265) | ||||||||||||
Cash equity contributions | 1,557,350 | |||||||||||||
Net cash provided by (used for) financing activities | 3,288,559 | (33,885) | (49,692) | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | ||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 79,959 | (13,371) | (141,842) | |||||||||||
Beginning balance | 53,162 | 195,004 | 115,045 | 53,162 | 195,004 | |||||||||
Ending balance | 39,791 | 53,162 | 115,045 | 195,004 | 39,791 | 53,162 | ||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | 155,357 | 202,174 | 235,662 | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 54,413 | 68,841 | 72,066 | |||||||||||
Impairment charges | 0 | |||||||||||||
Loss on debt extinguishment | 0 | |||||||||||||
Deferred income taxes | 0 | 0 | 0 | |||||||||||
Other | 53 | (583) | 1,986 | |||||||||||
Intercompany royalty charges (income) | (106,783) | (150,285) | (148,678) | |||||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | |||||||||||
Changes in operating assets and liabilities, net | (88,799) | (74,438) | (140,710) | |||||||||||
Net cash provided by (used for) operating activities | 14,241 | 45,709 | 20,326 | |||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (13,686) | (45,479) | (20,988) | |||||||||||
Investment in Asian e-commerce retailer | 0 | |||||||||||||
Net cash used for investing activities | (13,686) | (45,479) | (20,988) | |||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | 0 | ||||||||||||
Borrowings under Senior Secured Term Loan Facility | 0 | |||||||||||||
Repayment of borrowings | 0 | 0 | 0 | |||||||||||
Payment of contingent earn-out obligation | 0 | |||||||||||||
Intercompany notes payable (receivable) | 0 | 0 | ||||||||||||
Debt issuance costs paid | 0 | 0 | ||||||||||||
Cash equity contributions | 0 | |||||||||||||
Net cash provided by (used for) financing activities | 0 | 0 | 0 | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | ||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 555 | 230 | (662) | |||||||||||
Beginning balance | 706 | 1,368 | 813 | 706 | 1,368 | |||||||||
Ending balance | 936 | 706 | 813 | 1,368 | 936 | 706 | ||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | (5,940) | (6,718) | (27,122) | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 0 | 5,858 | 4,842 | |||||||||||
Impairment charges | 0 | |||||||||||||
Loss on debt extinguishment | 0 | |||||||||||||
Deferred income taxes | 0 | (5,674) | (7,593) | |||||||||||
Other | 3,613 | 16,326 | 34,483 | |||||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | |||||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | |||||||||||
Changes in operating assets and liabilities, net | (32,835) | (49,721) | 48,240 | |||||||||||
Net cash provided by (used for) operating activities | (35,162) | (39,929) | 52,850 | |||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | 0 | (1,872) | (1,194) | |||||||||||
Investment in Asian e-commerce retailer | 35,000 | |||||||||||||
Net cash used for investing activities | 35,000 | 27,436 | (182,921) | |||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | 0 | ||||||||||||
Borrowings under Senior Secured Term Loan Facility | 0 | |||||||||||||
Repayment of borrowings | 0 | 0 | 0 | |||||||||||
Payment of contingent earn-out obligation | (27,185) | |||||||||||||
Intercompany notes payable (receivable) | 39,459 | 150,000 | ||||||||||||
Debt issuance costs paid | 0 | 0 | ||||||||||||
Cash equity contributions | 0 | |||||||||||||
Net cash provided by (used for) financing activities | 0 | 12,274 | 150,000 | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | 2,229 | (927) | ||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | (162) | 2,010 | 19,002 | |||||||||||
Beginning balance | 19,106 | 104 | 266 | 19,106 | 104 | |||||||||
Ending balance | 21,116 | 19,106 | 266 | 104 | 21,116 | 19,106 | ||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Former Asset-Based Revolving Credit Facility | Company | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Former Asset-Based Revolving Credit Facility | NMG | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 170,000 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Former Asset-Based Revolving Credit Facility | Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Former Asset-Based Revolving Credit Facility | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | PIK Toggle Notes | Company | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | PIK Toggle Notes | NMG | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 600,000 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | PIK Toggle Notes | Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | PIK Toggle Notes | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Cash Pay Notes | Company | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Cash Pay Notes | NMG | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 960,000 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Cash Pay Notes | Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Cash Pay Notes | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Predecessor | Company | ||||||||||||||
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 | 0 | |||||||||||||
Deferred income taxes | 0 | |||||||||||||
Other | 0 | |||||||||||||
Intercompany royalty charges (income) | 0 | |||||||||||||
Equity in loss (earnings) of subsidiaries | 13,098 | |||||||||||||
Changes in operating assets and liabilities, net | 0 | |||||||||||||
Net cash provided by (used for) operating activities | 0 | |||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | 0 | |||||||||||||
Net cash used for investing activities | 0 | |||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Repayment of borrowings | 0 | |||||||||||||
Net cash provided by (used for) financing activities | 0 | |||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 0 | |||||||||||||
Beginning balance | 0 | 0 | ||||||||||||
Ending balance | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Predecessor | NMG | ||||||||||||||
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 | 42,296 | |||||||||||||
Deferred income taxes | (6,326) | |||||||||||||
Other | 5,068 | |||||||||||||
Intercompany royalty charges (income) | 32,907 | |||||||||||||
Equity in loss (earnings) of subsidiaries | (76,143) | |||||||||||||
Changes in operating assets and liabilities, net | 21,469 | |||||||||||||
Net cash provided by (used for) operating activities | 6,173 | |||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (30,051) | |||||||||||||
Net cash used for investing activities | (30,051) | |||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Repayment of borrowings | (126,904) | |||||||||||||
Net cash provided by (used for) financing activities | 3,096 | |||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | (20,782) | |||||||||||||
Beginning balance | 135,827 | 115,045 | ||||||||||||
Ending balance | 115,045 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Predecessor | Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | 78,374 | |||||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 6,129 | |||||||||||||
Deferred income taxes | 0 | |||||||||||||
Other | (66) | |||||||||||||
Intercompany royalty charges (income) | (32,907) | |||||||||||||
Equity in loss (earnings) of subsidiaries | 0 | |||||||||||||
Changes in operating assets and liabilities, net | (45,629) | |||||||||||||
Net cash provided by (used for) operating activities | 5,901 | |||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (5,908) | |||||||||||||
Net cash used for investing activities | (5,908) | |||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Repayment of borrowings | 0 | |||||||||||||
Net cash provided by (used for) financing activities | 0 | |||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | (7) | |||||||||||||
Beginning balance | 820 | 813 | ||||||||||||
Ending balance | 813 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Predecessor | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | (2,231) | |||||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 0 | |||||||||||||
Deferred income taxes | 0 | |||||||||||||
Other | 1,523 | |||||||||||||
Intercompany royalty charges (income) | 0 | |||||||||||||
Equity in loss (earnings) of subsidiaries | 0 | |||||||||||||
Changes in operating assets and liabilities, net | 945 | |||||||||||||
Net cash provided by (used for) operating activities | 237 | |||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | 0 | |||||||||||||
Net cash used for investing activities | 0 | |||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Repayment of borrowings | 0 | |||||||||||||
Net cash provided by (used for) financing activities | 0 | |||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 237 | |||||||||||||
Beginning balance | 29 | 266 | ||||||||||||
Ending balance | 266 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Predecessor | Former Asset-Based Revolving Credit Facility | Company | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Predecessor | Former Asset-Based Revolving Credit Facility | NMG | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 130,000 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Predecessor | Former Asset-Based Revolving Credit Facility | Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Predecessor | Former Asset-Based Revolving Credit Facility | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | MyTheresa | Company | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | 0 | ||||||||||||
Investment in subsidiaries | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | MyTheresa | NMG | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | 0 | ||||||||||||
Investment in subsidiaries | (30,204) | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | MyTheresa | Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | 0 | ||||||||||||
Investment in subsidiaries | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | MyTheresa | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | (896) | (181,727) | ||||||||||||
Investment in subsidiaries | 30,204 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Neiman Marcus Group LTD LLC | Company | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Neiman Marcus Group LTD LLC | NMG | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | (3,388,585) | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Neiman Marcus Group LTD LLC | Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | |||||||||||||
Reportable Legal Entities | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Neiman Marcus Group LTD LLC | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | |||||||||||||
Eliminations | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | (15,334) | 211,757 | (210,162) | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 0 | 0 | 0 | |||||||||||
Impairment charges | 0 | |||||||||||||
Loss on debt extinguishment | 0 | |||||||||||||
Deferred income taxes | 0 | 0 | 0 | |||||||||||
Other | 0 | (1,103) | (13,327) | |||||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | |||||||||||
Equity in loss (earnings) of subsidiaries | 15,334 | (210,654) | 223,489 | |||||||||||
Changes in operating assets and liabilities, net | 0 | 0 | 0 | |||||||||||
Net cash provided by (used for) operating activities | 0 | 0 | 0 | |||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | 0 | 0 | 0 | |||||||||||
Investment in Asian e-commerce retailer | 0 | |||||||||||||
Net cash used for investing activities | 0 | 0 | 0 | |||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | 0 | ||||||||||||
Borrowings under Senior Secured Term Loan Facility | 0 | |||||||||||||
Repayment of borrowings | 0 | 0 | 0 | |||||||||||
Payment of contingent earn-out obligation | 0 | |||||||||||||
Intercompany notes payable (receivable) | 0 | 0 | ||||||||||||
Debt issuance costs paid | 0 | 0 | ||||||||||||
Cash equity contributions | 0 | |||||||||||||
Net cash provided by (used for) financing activities | 0 | 0 | 0 | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | ||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 0 | 0 | 0 | |||||||||||
Beginning balance | $ 0 | $ 0 | 0 | 0 | 0 | |||||||||
Ending balance | $ 0 | $ 0 | 0 | 0 | 0 | 0 | ||||||||
Eliminations | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Former Asset-Based Revolving Credit Facility | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | |||||||||||||
Eliminations | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | PIK Toggle Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Eliminations | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Cash Pay Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Eliminations | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Predecessor | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | (63,045) | |||||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 0 | |||||||||||||
Deferred income taxes | 0 | |||||||||||||
Other | 0 | |||||||||||||
Intercompany royalty charges (income) | 0 | |||||||||||||
Equity in loss (earnings) of subsidiaries | 63,045 | |||||||||||||
Changes in operating assets and liabilities, net | 0 | |||||||||||||
Net cash provided by (used for) operating activities | 0 | |||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | 0 | |||||||||||||
Net cash used for investing activities | 0 | |||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Repayment of borrowings | 0 | |||||||||||||
Net cash provided by (used for) financing activities | 0 | |||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 0 | |||||||||||||
Beginning balance | 0 | 0 | ||||||||||||
Ending balance | 0 | |||||||||||||
Eliminations | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Predecessor | Former Asset-Based Revolving Credit Facility | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | $ 0 | |||||||||||||
Eliminations | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | MyTheresa | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | $ 0 | ||||||||||||
Investment in subsidiaries | $ 0 | |||||||||||||
Eliminations | Senior Secured Term Loan Facility and Asset-Based Revolving Credit Facility | Neiman Marcus Group LTD LLC | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | $ 0 |
CONDENSED CONSOLIDATING FINAN86
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 2028 Debentures) (Details) - USD ($) $ in Thousands | Jul. 30, 2016 | Aug. 01, 2015 | Aug. 02, 2014 | Nov. 02, 2013 |
Current assets: | ||||
Cash and cash equivalents | $ 61,843 | $ 72,974 | $ 196,476 | $ 116,124 |
Merchandise inventories | 1,125,325 | 1,154,844 | ||
Other current assets | 146,878 | 126,169 | ||
Total current assets | 1,334,046 | 1,353,987 | ||
Property and equipment, net | 1,588,121 | 1,477,886 | ||
Goodwill | 2,072,818 | 2,272,483 | 2,148,627 | |
Other assets | 17,401 | 16,844 | ||
Total assets | 8,256,888 | 8,719,762 | ||
Current liabilities: | ||||
Accounts payable | 317,736 | 342,999 | ||
Accrued liabilities | 492,646 | 493,278 | ||
Current portion of long-term debt | 29,426 | 29,426 | ||
Total current liabilities | 839,808 | 865,703 | ||
Long-term liabilities: | ||||
Long-term debt | 4,584,281 | 4,556,023 | ||
Deferred income taxes | 1,296,793 | 1,440,377 | ||
Total long-term liabilities | 6,473,949 | 6,440,315 | ||
Total member equity | 943,131 | 1,413,744 | 1,432,594 | |
Total liabilities and member equity | 8,256,888 | 8,719,762 | ||
2028 Debentures | ||||
Current assets: | ||||
Cash and cash equivalents | 61,843 | 72,974 | 196,476 | 116,124 |
Merchandise inventories | 1,125,325 | 1,154,844 | ||
Other current assets | 146,878 | 126,169 | ||
Total current assets | 1,334,046 | 1,353,987 | ||
Property and equipment, net | 1,588,121 | 1,477,886 | ||
Intangible assets, net | 3,244,502 | 3,598,562 | ||
Goodwill | 2,072,818 | 2,272,483 | ||
Other assets | 17,401 | 16,844 | ||
Intercompany notes receivable | 0 | 0 | ||
Investments in subsidiaries | 0 | 0 | ||
Total assets | 8,256,888 | 8,719,762 | ||
Current liabilities: | ||||
Accounts payable | 317,736 | 342,999 | ||
Accrued liabilities | 492,646 | 493,278 | ||
Current portion of long-term debt | 29,426 | 29,426 | ||
Total current liabilities | 839,808 | 865,703 | ||
Long-term liabilities: | ||||
Long-term debt | 4,584,281 | 4,556,023 | ||
Intercompany notes payable | 0 | 0 | ||
Deferred income taxes | 1,296,793 | 1,440,377 | ||
Other long-term liabilities | 592,875 | 443,915 | ||
Total long-term liabilities | 6,473,949 | 6,440,315 | ||
Total member equity | 943,131 | 1,413,744 | ||
Total liabilities and member equity | 8,256,888 | 8,719,762 | ||
2028 Debentures | Reportable Legal Entities | Company | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Merchandise inventories | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other assets | 0 | 0 | ||
Intercompany notes receivable | 0 | 0 | ||
Investments in subsidiaries | 943,131 | 1,413,744 | ||
Total assets | 943,131 | 1,413,744 | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Accrued liabilities | 0 | 0 | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Long-term liabilities: | ||||
Long-term debt | 0 | 0 | ||
Intercompany notes payable | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total long-term liabilities | 0 | 0 | ||
Total member equity | 943,131 | 1,413,744 | ||
Total liabilities and member equity | 943,131 | 1,413,744 | ||
2028 Debentures | Reportable Legal Entities | NMG | ||||
Current assets: | ||||
Cash and cash equivalents | 39,791 | 53,162 | 195,004 | 115,045 |
Merchandise inventories | 917,138 | 970,295 | ||
Other current assets | 132,434 | 108,252 | ||
Total current assets | 1,089,363 | 1,131,709 | ||
Property and equipment, net | 1,440,968 | 1,359,118 | ||
Intangible assets, net | 566,084 | 625,937 | ||
Goodwill | 1,412,146 | 1,611,365 | ||
Other assets | 15,153 | 15,490 | ||
Intercompany notes receivable | 196,686 | 150,028 | ||
Investments in subsidiaries | 3,341,664 | 3,617,680 | ||
Total assets | 8,062,064 | 8,511,327 | ||
Current liabilities: | ||||
Accounts payable | 257,047 | 291,089 | ||
Accrued liabilities | 373,108 | 380,255 | ||
Current portion of long-term debt | 29,426 | 29,426 | ||
Total current liabilities | 659,581 | 700,770 | ||
Long-term liabilities: | ||||
Long-term debt | 4,584,281 | 4,556,023 | ||
Intercompany notes payable | 0 | 0 | ||
Deferred income taxes | 1,285,829 | 1,423,564 | ||
Other long-term liabilities | 589,242 | 417,226 | ||
Total long-term liabilities | 6,459,352 | 6,396,813 | ||
Total member equity | 943,131 | 1,413,744 | ||
Total liabilities and member equity | 8,062,064 | 8,511,327 | ||
2028 Debentures | Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 22,052 | 19,812 | 1,472 | 1,079 |
Merchandise inventories | 208,187 | 184,549 | ||
Other current assets | 17,215 | 18,082 | ||
Total current assets | 247,454 | 222,443 | ||
Property and equipment, net | 147,153 | 118,768 | ||
Intangible assets, net | 2,678,418 | 2,972,625 | ||
Goodwill | 660,672 | 661,118 | ||
Other assets | 2,248 | 1,354 | ||
Intercompany notes receivable | 0 | 0 | ||
Investments in subsidiaries | 0 | 0 | ||
Total assets | 3,735,945 | 3,976,308 | ||
Current liabilities: | ||||
Accounts payable | 60,689 | 51,910 | ||
Accrued liabilities | 122,309 | 113,188 | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | 182,998 | 165,098 | ||
Long-term liabilities: | ||||
Long-term debt | 0 | 0 | ||
Intercompany notes payable | 196,686 | 150,028 | ||
Deferred income taxes | 10,964 | 16,813 | ||
Other long-term liabilities | 3,633 | 26,689 | ||
Total long-term liabilities | 211,283 | 193,530 | ||
Total member equity | 3,341,664 | 3,617,680 | ||
Total liabilities and member equity | 3,735,945 | 3,976,308 | ||
2028 Debentures | Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Merchandise inventories | 0 | 0 | ||
Other current assets | (2,771) | (165) | ||
Total current assets | (2,771) | (165) | ||
Property and equipment, net | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other assets | 0 | 0 | ||
Intercompany notes receivable | (196,686) | (150,028) | ||
Investments in subsidiaries | (4,284,795) | (5,031,424) | ||
Total assets | (4,484,252) | (5,181,617) | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Accrued liabilities | (2,771) | (165) | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | (2,771) | (165) | ||
Long-term liabilities: | ||||
Long-term debt | 0 | 0 | ||
Intercompany notes payable | (196,686) | (150,028) | ||
Deferred income taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total long-term liabilities | (196,686) | (150,028) | ||
Total member equity | (4,284,795) | (5,031,424) | ||
Total liabilities and member equity | $ (4,484,252) | $ (5,181,617) |
CONDENSED CONSOLIDATING FINAN87
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 2028 Debentures) (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ||||||||||||
Revenues | $ 1,128,300 | $ 1,169,300 | $ 1,487,000 | $ 1,164,900 | $ 1,166,700 | $ 1,220,100 | $ 1,521,800 | $ 1,186,500 | $ 3,710,193 | $ 4,949,472 | $ 5,095,087 | |
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 2,562,988 | 3,322,508 | 3,305,478 | |||||||||
Selling, general and administrative expenses (excluding depreciation) | 835,006 | 1,117,928 | 1,162,075 | |||||||||
Income from credit card program | (40,672) | (60,648) | (52,769) | |||||||||
Depreciation expense | 113,334 | 226,868 | 185,550 | |||||||||
Other expenses | 82,080 | 27,127 | 39,474 | |||||||||
Impairment charges | 0 | 466,155 | 0 | |||||||||
Operating earnings (loss) | 8,831 | (261,655) | 317,999 | |||||||||
Interest expense, net | 232,739 | 285,596 | 289,923 | |||||||||
(Loss) earnings before income taxes | 223,908 | 547,251 | (28,076) | |||||||||
Income tax (benefit) expense | (89,825) | (141,141) | 13,127 | |||||||||
Net earnings (loss) | $ (407,300) | $ 3,800 | $ 7,900 | $ (10,500) | $ (32,900) | $ 19,800 | $ 27,800 | $ 200 | (134,083) | (406,110) | 14,949 | |
Total other comprehensive earnings (loss), net of tax | (17,429) | (64,613) | (33,799) | |||||||||
Total comprehensive loss | (151,512) | (470,723) | (18,850) | |||||||||
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 | |||||||||||
Other expenses | 113,900 | |||||||||||
Impairment charges | 0 | |||||||||||
Operating earnings (loss) | 32,136 | |||||||||||
Interest expense, net | 37,315 | |||||||||||
(Loss) earnings before income taxes | 5,179 | |||||||||||
Income tax (benefit) expense | 7,919 | |||||||||||
Net earnings (loss) | (13,098) | |||||||||||
Total other comprehensive earnings (loss), net of tax | 1,324 | |||||||||||
Total comprehensive loss | (11,774) | |||||||||||
2028 Debentures | ||||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ||||||||||||
Revenues | 3,710,193 | 4,949,472 | 5,095,087 | |||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 2,562,988 | 3,322,508 | 3,305,478 | |||||||||
Selling, general and administrative expenses (excluding depreciation) | 835,006 | 1,117,928 | 1,162,075 | |||||||||
Income from credit card program | (40,672) | (60,648) | (52,769) | |||||||||
Depreciation expense | 113,334 | 226,868 | 185,550 | |||||||||
Amortization of intangible assets and favorable lease commitments | 148,626 | 111,189 | 137,280 | |||||||||
Other expenses | 82,080 | 27,127 | 39,474 | |||||||||
Impairment charges | 466,155 | |||||||||||
Operating earnings (loss) | 8,831 | (261,655) | 317,999 | |||||||||
Interest expense, net | 232,739 | 285,596 | 289,923 | |||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | |||||||||
Foreign currency loss (gain) | 0 | 0 | ||||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | |||||||||
(Loss) earnings before income taxes | 223,908 | 547,251 | (28,076) | |||||||||
Income tax (benefit) expense | (89,825) | (141,141) | 13,127 | |||||||||
Net earnings (loss) | (134,083) | (406,110) | 14,949 | |||||||||
Total other comprehensive earnings (loss), net of tax | (17,429) | (64,613) | (33,799) | |||||||||
Total comprehensive loss | (151,512) | (470,723) | (18,850) | |||||||||
2028 Debentures | 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 loss (earnings) of subsidiaries | 0 | |||||||||||
(Loss) earnings before income taxes | 5,179 | |||||||||||
Income tax (benefit) expense | 7,919 | |||||||||||
Net earnings (loss) | (13,098) | |||||||||||
Total other comprehensive earnings (loss), net of tax | 1,324 | |||||||||||
Total comprehensive loss | (11,774) | |||||||||||
2028 Debentures | Reportable Legal Entities | 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 | |||||||||
Impairment charges | 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 loss (earnings) of subsidiaries | 134,083 | 406,110 | (14,949) | |||||||||
(Loss) earnings before income taxes | 134,083 | 406,110 | (14,949) | |||||||||
Income tax (benefit) expense | 0 | 0 | 0 | |||||||||
Net earnings (loss) | (134,083) | (406,110) | 14,949 | |||||||||
Total other comprehensive earnings (loss), net of tax | (17,429) | (64,613) | (33,799) | |||||||||
Total comprehensive loss | (151,512) | (470,723) | (18,850) | |||||||||
2028 Debentures | Reportable Legal Entities | NMG | ||||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ||||||||||||
Revenues | 3,103,810 | 3,963,977 | 4,127,954 | |||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 2,164,309 | 2,660,197 | 2,677,767 | |||||||||
Selling, general and administrative expenses (excluding depreciation) | 724,085 | 923,379 | 975,259 | |||||||||
Income from credit card program | (36,795) | (55,070) | (47,434) | |||||||||
Depreciation expense | 100,097 | 205,011 | 163,737 | |||||||||
Amortization of intangible assets and favorable lease commitments | 107,450 | 58,347 | 82,185 | |||||||||
Other expenses | 78,467 | 22,283 | 31,881 | |||||||||
Impairment charges | 466,155 | |||||||||||
Operating earnings (loss) | (33,803) | (316,325) | 244,559 | |||||||||
Interest expense, net | 232,739 | 277,301 | 287,776 | |||||||||
Intercompany royalty charges (income) | 106,783 | 150,285 | 148,678 | |||||||||
Foreign currency loss (gain) | 0 | 0 | ||||||||||
Equity in loss (earnings) of subsidiaries | (149,417) | (195,456) | (208,540) | |||||||||
(Loss) earnings before income taxes | 223,908 | 548,455 | (16,645) | |||||||||
Income tax (benefit) expense | (89,825) | (141,242) | 15,023 | |||||||||
Net earnings (loss) | (134,083) | (407,213) | 1,622 | |||||||||
Total other comprehensive earnings (loss), net of tax | (17,429) | (62,331) | (16,913) | |||||||||
Total comprehensive loss | (151,512) | (469,544) | (15,291) | |||||||||
2028 Debentures | Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ||||||||||||
Revenues | 606,383 | 985,495 | 967,133 | |||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 398,679 | 662,311 | 627,711 | |||||||||
Selling, general and administrative expenses (excluding depreciation) | 110,921 | 194,549 | 186,816 | |||||||||
Income from credit card program | (3,877) | (5,578) | (5,335) | |||||||||
Depreciation expense | 13,237 | 21,857 | 21,813 | |||||||||
Amortization of intangible assets and favorable lease commitments | 41,176 | 52,842 | 55,095 | |||||||||
Other expenses | 3,613 | 4,844 | 7,593 | |||||||||
Impairment charges | 0 | |||||||||||
Operating earnings (loss) | 42,634 | 54,670 | 73,440 | |||||||||
Interest expense, net | 0 | 8,295 | 2,147 | |||||||||
Intercompany royalty charges (income) | (106,783) | (150,285) | (148,678) | |||||||||
Foreign currency loss (gain) | 1,484 | 18,351 | ||||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | |||||||||
(Loss) earnings before income taxes | (149,417) | (195,176) | (201,620) | |||||||||
Income tax (benefit) expense | 0 | (280) | (6,920) | |||||||||
Net earnings (loss) | 149,417 | 195,456 | 208,540 | |||||||||
Total other comprehensive earnings (loss), net of tax | 0 | (1,179) | (3,558) | |||||||||
Total comprehensive loss | 149,417 | 194,277 | 204,982 | |||||||||
2028 Debentures | Reportable Legal Entities | Predecessor | Company | ||||||||||||
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 loss (earnings) of subsidiaries | 13,098 | |||||||||||
(Loss) earnings before income taxes | 13,098 | |||||||||||
Income tax (benefit) expense | 0 | |||||||||||
Net earnings (loss) | (13,098) | |||||||||||
Total other comprehensive earnings (loss), net of tax | 1,324 | |||||||||||
Total comprehensive loss | (11,774) | |||||||||||
2028 Debentures | Reportable Legal Entities | Predecessor | NMG | ||||||||||||
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 loss (earnings) of subsidiaries | (76,143) | |||||||||||
(Loss) earnings before income taxes | 5,179 | |||||||||||
Income tax (benefit) expense | 7,919 | |||||||||||
Net earnings (loss) | (13,098) | |||||||||||
Total other comprehensive earnings (loss), net of tax | 1,324 | |||||||||||
Total comprehensive loss | (11,774) | |||||||||||
2028 Debentures | Reportable Legal Entities | Predecessor | Non-Guarantor Subsidiaries | ||||||||||||
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 loss (earnings) of subsidiaries | 0 | |||||||||||
(Loss) earnings before income taxes | (76,143) | |||||||||||
Income tax (benefit) expense | 0 | |||||||||||
Net earnings (loss) | 76,143 | |||||||||||
Total other comprehensive earnings (loss), net of tax | 0 | |||||||||||
Total comprehensive loss | 76,143 | |||||||||||
2028 Debentures | 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 | |||||||||
Impairment charges | 0 | |||||||||||
Operating earnings (loss) | 0 | 0 | 0 | |||||||||
Interest expense, net | 0 | 0 | 0 | |||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | |||||||||
Foreign currency loss (gain) | (1,484) | (18,351) | ||||||||||
Equity in loss (earnings) of subsidiaries | 15,334 | (210,654) | 223,489 | |||||||||
(Loss) earnings before income taxes | 15,334 | (212,138) | 205,138 | |||||||||
Income tax (benefit) expense | 0 | 381 | 5,024 | |||||||||
Net earnings (loss) | (15,334) | 211,757 | (210,162) | |||||||||
Total other comprehensive earnings (loss), net of tax | 17,429 | 63,510 | 20,471 | |||||||||
Total comprehensive loss | $ 2,095 | $ 275,267 | $ (189,691) | |||||||||
2028 Debentures | 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 loss (earnings) of subsidiaries | 63,045 | |||||||||||
(Loss) earnings before income taxes | 63,045 | |||||||||||
Income tax (benefit) expense | 0 | |||||||||||
Net earnings (loss) | (63,045) | |||||||||||
Total other comprehensive earnings (loss), net of tax | (1,324) | |||||||||||
Total comprehensive loss | $ (64,369) |
CONDENSED CONSOLIDATING FINAN88
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 2028 Debentures) (Details 3) - USD ($) $ in Thousands | Oct. 25, 2013 | Oct. 31, 2014 | Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 |
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | $ (407,300) | $ 3,800 | $ 7,900 | $ (10,500) | $ (32,900) | $ 19,800 | $ 27,800 | $ 200 | $ (134,083) | $ (406,110) | $ 14,949 | |||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 279,077 | 362,629 | 347,390 | |||||||||||
Impairment charges | 0 | 466,155 | 0 | |||||||||||
Loss on debt extinguishment | $ 7,900 | 7,882 | 0 | 0 | ||||||||||
Deferred income taxes | (117,874) | (102,841) | (69,736) | |||||||||||
Other | 153,606 | (11,945) | 17,712 | |||||||||||
Net cash provided by (used for) operating activities | 283,385 | 310,592 | 229,312 | |||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (138,007) | (301,445) | (270,468) | |||||||||||
Investment in Asian e-commerce retailer | 35,000 | 0 | 0 | |||||||||||
Net cash used for investing activities | (3,491,592) | (302,341) | (452,195) | |||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 170,000 | 555,000 | 530,000 | |||||||||||
Borrowings under Senior Secured Term Loan Facility | 2,950,000 | 0 | 0 | |||||||||||
Debt issuance costs paid | (178,606) | 0 | (265) | |||||||||||
Cash equity contributions | 1,557,350 | 0 | 0 | |||||||||||
Net cash provided by (used for) financing activities | 3,288,559 | (21,611) | 100,308 | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 2,229 | (927) | |||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 80,352 | (11,131) | (123,502) | |||||||||||
Beginning balance | 72,974 | 196,476 | 116,124 | 72,974 | 196,476 | |||||||||
Ending balance | 61,843 | 72,974 | $ 116,124 | 196,476 | 61,843 | 72,974 | ||||||||
Former Asset-Based Revolving Credit Facility | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | 0 | 0 | |||||||||||
PIK Toggle Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 600,000 | 0 | 0 | |||||||||||
Payment of contingent earn-out obligation | 0 | (27,185) | 0 | |||||||||||
Cash Pay Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 960,000 | 0 | 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 | |||||||||||||
Impairment charges | 0 | |||||||||||||
Loss on debt extinguishment | 0 | |||||||||||||
Deferred income taxes | (6,326) | |||||||||||||
Other | 6,525 | |||||||||||||
Net cash provided by (used for) operating activities | 12,311 | |||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (35,959) | |||||||||||||
Investment in Asian e-commerce retailer | 0 | |||||||||||||
Net cash used for investing activities | (35,959) | |||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under 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 (used for) financing activities | 3,096 | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | |||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | (20,552) | |||||||||||||
Beginning balance | 136,676 | 116,124 | ||||||||||||
Ending balance | 116,124 | |||||||||||||
Predecessor | Former Asset-Based Revolving Credit Facility | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 130,000 | |||||||||||||
Predecessor | PIK Toggle Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Payment of contingent earn-out obligation | 0 | |||||||||||||
Predecessor | Cash Pay Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
MyTheresa | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | $ (181,700) | 0 | (896) | (181,727) | ||||||||||
MyTheresa | Predecessor | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | |||||||||||||
Neiman Marcus Group LTD LLC | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | (3,388,585) | 0 | 0 | |||||||||||
Neiman Marcus Group LTD LLC | PIK Toggle Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | $ 600,000 | |||||||||||||
Neiman Marcus Group LTD LLC | Cash Pay Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | $ 960,000 | |||||||||||||
Neiman Marcus Group LTD LLC | Predecessor | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | |||||||||||||
2028 Debentures | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | (134,083) | (406,110) | 14,949 | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 279,077 | 362,629 | 347,390 | |||||||||||
Impairment charges | 466,155 | |||||||||||||
Loss on debt extinguishment | 7,882 | |||||||||||||
Deferred income taxes | (117,874) | (102,841) | (69,736) | |||||||||||
Other | 153,606 | (11,945) | 17,712 | |||||||||||
Intercompany royalty income payable (receivable) | 0 | 0 | 0 | |||||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | |||||||||||
Changes in operating assets and liabilities, net | 94,777 | 2,704 | (81,003) | |||||||||||
Net cash provided by (used for) operating activities | 283,385 | 310,592 | 229,312 | |||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (138,007) | (301,445) | (270,468) | |||||||||||
Investment in Asian e-commerce retailer | 35,000 | |||||||||||||
Net cash used for investing activities | (3,491,592) | (302,341) | (452,195) | |||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 555,000 | 530,000 | ||||||||||||
Borrowings under Senior Secured Term Loan Facility | 2,950,000 | |||||||||||||
Repayment of borrowings | (2,770,185) | (549,426) | (429,427) | |||||||||||
Payment of contingent earn-out obligation | (27,185) | |||||||||||||
Intercompany notes payable (receivable) | 0 | 0 | ||||||||||||
Debt issuance costs paid | (178,606) | (265) | ||||||||||||
Cash equity contributions | 1,557,350 | |||||||||||||
Net cash provided by (used for) financing activities | 3,288,559 | (21,611) | 100,308 | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | 2,229 | (927) | ||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 80,352 | (11,131) | (123,502) | |||||||||||
Beginning balance | 72,974 | 196,476 | 116,124 | 72,974 | 196,476 | |||||||||
Ending balance | 61,843 | 72,974 | 116,124 | 196,476 | 61,843 | 72,974 | ||||||||
2028 Debentures | Former Asset-Based Revolving Credit Facility | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 170,000 | |||||||||||||
2028 Debentures | PIK Toggle Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 600,000 | |||||||||||||
2028 Debentures | Cash Pay Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 960,000 | |||||||||||||
2028 Debentures | 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) | |||||||||||||
Other | 6,525 | |||||||||||||
Intercompany royalty income payable (receivable) | 0 | |||||||||||||
Equity in loss (earnings) of subsidiaries | 0 | |||||||||||||
Changes in operating assets and liabilities, net | (23,215) | |||||||||||||
Net cash provided by (used for) operating activities | 12,311 | |||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (35,959) | |||||||||||||
Net cash used for investing activities | (35,959) | |||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Repayment of borrowings | (126,904) | |||||||||||||
Net cash provided by (used for) financing activities | 3,096 | |||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | (20,552) | |||||||||||||
Beginning balance | 136,676 | 116,124 | ||||||||||||
Ending balance | 116,124 | |||||||||||||
2028 Debentures | Predecessor | Former Asset-Based Revolving Credit Facility | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 130,000 | |||||||||||||
2028 Debentures | MyTheresa | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | (896) | (181,727) | ||||||||||||
Investment in subsidiaries | 0 | |||||||||||||
2028 Debentures | Neiman Marcus Group LTD LLC | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | (3,388,585) | |||||||||||||
Reportable Legal Entities | 2028 Debentures | Company | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | (134,083) | (406,110) | 14,949 | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 0 | 0 | 0 | |||||||||||
Impairment charges | 0 | |||||||||||||
Loss on debt extinguishment | 0 | |||||||||||||
Deferred income taxes | 0 | 0 | 0 | |||||||||||
Other | 0 | 0 | 0 | |||||||||||
Intercompany royalty income payable (receivable) | 0 | 0 | 0 | |||||||||||
Equity in loss (earnings) of subsidiaries | 134,083 | 406,110 | (14,949) | |||||||||||
Changes in operating assets and liabilities, net | 0 | 0 | 0 | |||||||||||
Net cash provided by (used for) operating activities | 0 | 0 | 0 | |||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | 0 | 0 | 0 | |||||||||||
Investment in Asian e-commerce retailer | 0 | |||||||||||||
Net cash used for investing activities | 0 | 0 | 0 | |||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | 0 | ||||||||||||
Borrowings under Senior Secured Term Loan Facility | 0 | |||||||||||||
Repayment of borrowings | 0 | 0 | 0 | |||||||||||
Payment of contingent earn-out obligation | 0 | |||||||||||||
Intercompany notes payable (receivable) | 0 | 0 | ||||||||||||
Debt issuance costs paid | 0 | 0 | ||||||||||||
Cash equity contributions | 0 | |||||||||||||
Net cash provided by (used for) financing activities | 0 | 0 | 0 | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | ||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 0 | 0 | 0 | |||||||||||
Beginning balance | 0 | 0 | 0 | 0 | 0 | |||||||||
Ending balance | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
Reportable Legal Entities | 2028 Debentures | NMG | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | (134,083) | (407,213) | 1,622 | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 224,664 | 287,930 | 270,482 | |||||||||||
Impairment charges | 466,155 | |||||||||||||
Loss on debt extinguishment | 7,882 | |||||||||||||
Deferred income taxes | (117,874) | (97,167) | (62,143) | |||||||||||
Other | 149,940 | (26,585) | (5,430) | |||||||||||
Intercompany royalty income payable (receivable) | 106,783 | 150,285 | 148,678 | |||||||||||
Equity in loss (earnings) of subsidiaries | (149,417) | (195,456) | (208,540) | |||||||||||
Changes in operating assets and liabilities, net | 216,411 | 126,863 | 11,467 | |||||||||||
Net cash provided by (used for) operating activities | 304,306 | 304,812 | 156,136 | |||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (124,321) | (254,094) | (248,286) | |||||||||||
Investment in Asian e-commerce retailer | 0 | |||||||||||||
Net cash used for investing activities | (3,512,906) | (284,298) | (248,286) | |||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 555,000 | 530,000 | ||||||||||||
Borrowings under Senior Secured Term Loan Facility | 2,950,000 | |||||||||||||
Repayment of borrowings | (2,770,185) | (549,426) | (429,427) | |||||||||||
Payment of contingent earn-out obligation | 0 | |||||||||||||
Intercompany notes payable (receivable) | (39,459) | (150,000) | ||||||||||||
Debt issuance costs paid | (178,606) | (265) | ||||||||||||
Cash equity contributions | 1,557,350 | |||||||||||||
Net cash provided by (used for) financing activities | 3,288,559 | (33,885) | (49,692) | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | ||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 79,959 | (13,371) | (141,842) | |||||||||||
Beginning balance | 53,162 | 195,004 | 115,045 | 53,162 | 195,004 | |||||||||
Ending balance | 39,791 | 53,162 | 115,045 | 195,004 | 39,791 | 53,162 | ||||||||
Reportable Legal Entities | 2028 Debentures | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | 149,417 | 195,456 | 208,540 | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 54,413 | 74,699 | 76,908 | |||||||||||
Impairment charges | 0 | |||||||||||||
Loss on debt extinguishment | 0 | |||||||||||||
Deferred income taxes | 0 | (5,674) | (7,593) | |||||||||||
Other | 3,666 | 15,743 | 36,469 | |||||||||||
Intercompany royalty income payable (receivable) | (106,783) | (150,285) | (148,678) | |||||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | |||||||||||
Changes in operating assets and liabilities, net | (121,634) | (124,159) | (92,470) | |||||||||||
Net cash provided by (used for) operating activities | (20,921) | 5,780 | 73,176 | |||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (13,686) | (47,351) | (22,182) | |||||||||||
Investment in Asian e-commerce retailer | 35,000 | |||||||||||||
Net cash used for investing activities | 21,314 | (18,043) | (203,909) | |||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | 0 | ||||||||||||
Borrowings under Senior Secured Term Loan Facility | 0 | |||||||||||||
Repayment of borrowings | 0 | 0 | 0 | |||||||||||
Payment of contingent earn-out obligation | (27,185) | |||||||||||||
Intercompany notes payable (receivable) | 39,459 | 150,000 | ||||||||||||
Debt issuance costs paid | 0 | 0 | ||||||||||||
Cash equity contributions | 0 | |||||||||||||
Net cash provided by (used for) financing activities | 0 | 12,274 | 150,000 | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | 2,229 | (927) | ||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 393 | 2,240 | 18,340 | |||||||||||
Beginning balance | 19,812 | 1,472 | 1,079 | 19,812 | 1,472 | |||||||||
Ending balance | 22,052 | 19,812 | 1,079 | 1,472 | 22,052 | 19,812 | ||||||||
Reportable Legal Entities | 2028 Debentures | Former Asset-Based Revolving Credit Facility | Company | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | Former Asset-Based Revolving Credit Facility | NMG | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 170,000 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | Former Asset-Based Revolving Credit Facility | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | PIK Toggle Notes | Company | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | PIK Toggle Notes | NMG | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 600,000 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | PIK Toggle Notes | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | Cash Pay Notes | Company | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | Cash Pay Notes | NMG | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 960,000 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | Cash Pay Notes | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | Predecessor | Company | ||||||||||||||
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 | 0 | |||||||||||||
Deferred income taxes | 0 | |||||||||||||
Other | 0 | |||||||||||||
Intercompany royalty income payable (receivable) | 0 | |||||||||||||
Equity in loss (earnings) of subsidiaries | 13,098 | |||||||||||||
Changes in operating assets and liabilities, net | 0 | |||||||||||||
Net cash provided by (used for) operating activities | 0 | |||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | 0 | |||||||||||||
Net cash used for investing activities | 0 | |||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Repayment of borrowings | 0 | |||||||||||||
Net cash provided by (used for) financing activities | 0 | |||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 0 | |||||||||||||
Beginning balance | 0 | 0 | ||||||||||||
Ending balance | 0 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | Predecessor | NMG | ||||||||||||||
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 | 42,296 | |||||||||||||
Deferred income taxes | (6,326) | |||||||||||||
Other | 5,068 | |||||||||||||
Intercompany royalty income payable (receivable) | 32,907 | |||||||||||||
Equity in loss (earnings) of subsidiaries | (76,143) | |||||||||||||
Changes in operating assets and liabilities, net | 21,469 | |||||||||||||
Net cash provided by (used for) operating activities | 6,173 | |||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (30,051) | |||||||||||||
Net cash used for investing activities | (30,051) | |||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Repayment of borrowings | (126,904) | |||||||||||||
Net cash provided by (used for) financing activities | 3,096 | |||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | (20,782) | |||||||||||||
Beginning balance | 135,827 | 115,045 | ||||||||||||
Ending balance | 115,045 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | Predecessor | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | 76,143 | |||||||||||||
Adjustments to reconcile net earnings (loss) to net cash 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 loss (earnings) of subsidiaries | 0 | |||||||||||||
Changes in operating assets and liabilities, net | (44,684) | |||||||||||||
Net cash provided by (used for) operating activities | 6,138 | |||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | (5,908) | |||||||||||||
Net cash used for investing activities | (5,908) | |||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Repayment of borrowings | 0 | |||||||||||||
Net cash provided by (used for) financing activities | 0 | |||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 230 | |||||||||||||
Beginning balance | 849 | 1,079 | ||||||||||||
Ending balance | 1,079 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | Predecessor | Former Asset-Based Revolving Credit Facility | Company | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | Predecessor | Former Asset-Based Revolving Credit Facility | NMG | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 130,000 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | Predecessor | Former Asset-Based Revolving Credit Facility | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | MyTheresa | Company | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | 0 | ||||||||||||
Investment in subsidiaries | 0 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | MyTheresa | NMG | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | 0 | ||||||||||||
Investment in subsidiaries | (30,204) | |||||||||||||
Reportable Legal Entities | 2028 Debentures | MyTheresa | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | (896) | (181,727) | ||||||||||||
Investment in subsidiaries | 30,204 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | Neiman Marcus Group LTD LLC | Company | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | |||||||||||||
Reportable Legal Entities | 2028 Debentures | Neiman Marcus Group LTD LLC | NMG | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | (3,388,585) | |||||||||||||
Reportable Legal Entities | 2028 Debentures | Neiman Marcus Group LTD LLC | Non-Guarantor Subsidiaries | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | |||||||||||||
Eliminations | 2028 Debentures | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | (15,334) | 211,757 | (210,162) | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 0 | 0 | 0 | |||||||||||
Impairment charges | 0 | |||||||||||||
Loss on debt extinguishment | 0 | |||||||||||||
Deferred income taxes | 0 | 0 | 0 | |||||||||||
Other | 0 | (1,103) | (13,327) | |||||||||||
Intercompany royalty income payable (receivable) | 0 | 0 | 0 | |||||||||||
Equity in loss (earnings) of subsidiaries | 15,334 | (210,654) | 223,489 | |||||||||||
Changes in operating assets and liabilities, net | 0 | 0 | 0 | |||||||||||
Net cash provided by (used for) operating activities | 0 | 0 | 0 | |||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | 0 | 0 | 0 | |||||||||||
Investment in Asian e-commerce retailer | 0 | |||||||||||||
Net cash used for investing activities | 0 | 0 | 0 | |||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | 0 | ||||||||||||
Borrowings under Senior Secured Term Loan Facility | 0 | |||||||||||||
Repayment of borrowings | 0 | 0 | 0 | |||||||||||
Payment of contingent earn-out obligation | 0 | |||||||||||||
Intercompany notes payable (receivable) | 0 | 0 | ||||||||||||
Debt issuance costs paid | 0 | 0 | ||||||||||||
Cash equity contributions | 0 | |||||||||||||
Net cash provided by (used for) financing activities | 0 | 0 | 0 | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | ||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 0 | 0 | 0 | |||||||||||
Beginning balance | $ 0 | $ 0 | 0 | 0 | 0 | |||||||||
Ending balance | $ 0 | $ 0 | 0 | 0 | 0 | 0 | ||||||||
Eliminations | 2028 Debentures | Former Asset-Based Revolving Credit Facility | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | 0 | |||||||||||||
Eliminations | 2028 Debentures | PIK Toggle Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Eliminations | 2028 Debentures | Cash Pay Notes | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under cash pay notes and PIK toggle notes | 0 | |||||||||||||
Eliminations | 2028 Debentures | Predecessor | ||||||||||||||
CASH FLOWS-OPERATING ACTIVITIES | ||||||||||||||
Net earnings (loss) | (63,045) | |||||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||||
Depreciation and amortization expense | 0 | |||||||||||||
Deferred income taxes | 0 | |||||||||||||
Other | 0 | |||||||||||||
Intercompany royalty income payable (receivable) | 0 | |||||||||||||
Equity in loss (earnings) of subsidiaries | 63,045 | |||||||||||||
Changes in operating assets and liabilities, net | 0 | |||||||||||||
Net cash provided by (used for) operating activities | 0 | |||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Capital expenditures | 0 | |||||||||||||
Net cash used for investing activities | 0 | |||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Repayment of borrowings | 0 | |||||||||||||
Net cash provided by (used for) financing activities | 0 | |||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||
Increase (decrease) during the period | 0 | |||||||||||||
Beginning balance | 0 | 0 | ||||||||||||
Ending balance | 0 | |||||||||||||
Eliminations | 2028 Debentures | Predecessor | Former Asset-Based Revolving Credit Facility | ||||||||||||||
CASH FLOWS - FINANCING ACTIVITIES | ||||||||||||||
Borrowings under Asset-Based Revolving Credit Facility | $ 0 | |||||||||||||
Eliminations | 2028 Debentures | MyTheresa | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | 0 | $ 0 | ||||||||||||
Investment in subsidiaries | $ 0 | |||||||||||||
Eliminations | 2028 Debentures | Neiman Marcus Group LTD LLC | ||||||||||||||
CASH FLOWS - INVESTING ACTIVITIES | ||||||||||||||
Acquisition of business | $ 0 |
QUARTERLY FINANCIAL INFORMATI89
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
Quarterly financial information | |||||||||||
Revenues | $ 1,128,300 | $ 1,169,300 | $ 1,487,000 | $ 1,164,900 | $ 1,166,700 | $ 1,220,100 | $ 1,521,800 | $ 1,186,500 | $ 3,710,193 | $ 4,949,472 | $ 5,095,087 |
Gross profit | 311,700 | 425,800 | 460,700 | 428,800 | 363,700 | 465,100 | 502,700 | 458,100 | 1,627,000 | 1,789,600 | |
Net earnings (loss) | $ (407,300) | $ 3,800 | $ 7,900 | $ (10,500) | $ (32,900) | $ 19,800 | $ 27,800 | $ 200 | (134,083) | (406,110) | 14,949 |
Writedown of goodwill | 199,218 | ||||||||||
Impairment charges | $ 0 | 466,155 | $ 0 | ||||||||
Property, Plant and Equipment and Other Definite-lived Intangible Assets [Member] | |||||||||||
Quarterly financial information | |||||||||||
Impairment charges | 38,100 | ||||||||||
Tradenames | |||||||||||
Quarterly financial information | |||||||||||
Writedown of indefinite-lived intangible assets | $ 228,877 |
SCHEDULE II VALUATION AND QUA90
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 02, 2013 | Aug. 02, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | |
Reserve for estimated sales returns | ||||
Changes in valuation and qualifying accounts and reserves | ||||
Balance at Beginning of Period | $ 53,741 | $ 44,046 | $ 38,869 | |
Additions, charged to costs and expenses | 597,721 | 977,811 | 953,238 | |
Additions, charged to other accounts | 0 | 0 | 0 | |
Deductions | (612,593) | (976,521) | (948,061) | |
Balance at End of Period | $ 53,741 | 38,869 | 45,336 | 44,046 |
Reserves for self-insurance | ||||
Changes in valuation and qualifying accounts and reserves | ||||
Balance at Beginning of Period | 36,632 | 37,943 | 38,732 | |
Additions, charged to costs and expenses | 58,064 | 75,821 | 76,306 | |
Additions, charged to other accounts | 0 | 0 | 0 | |
Deductions | (55,964) | (77,567) | (77,095) | |
Balance at End of Period | 36,632 | 38,732 | $ 36,197 | $ 37,943 |
Predecessor | Reserve for estimated sales returns | ||||
Changes in valuation and qualifying accounts and reserves | ||||
Balance at Beginning of Period | 37,370 | 53,741 | ||
Additions, charged to costs and expenses | 196,601 | |||
Additions, charged to other accounts | 0 | |||
Deductions | (180,230) | |||
Balance at End of Period | 53,741 | |||
Predecessor | Reserves for self-insurance | ||||
Changes in valuation and qualifying accounts and reserves | ||||
Balance at Beginning of Period | 37,626 | $ 36,632 | ||
Additions, charged to costs and expenses | 17,380 | |||
Additions, charged to other accounts | 0 | |||
Deductions | (18,374) | |||
Balance at End of Period | $ 36,632 |