| Condensed Consolidating Financial Information (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes) | Condensed Consolidating Financial Information (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes) All of NMG’s obligations under the Senior Secured Credit Facilities are guaranteed by Holdings and our current and future direct and indirect wholly owned subsidiaries, subject to exceptions as more fully described in Note 6 of the Notes to Condensed Consolidated Financial Statements. All of NMG's obligations under the Cash Pay Notes and the PIK Toggle Notes are guaranteed by the same entities that guarantee the Senior Secured Credit Facilities, other than Holdings. Currently, the Company’s non-guarantor subsidiaries under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes consist principally of (i) NMG Germany GmbH, through which we conduct the operations of MyTheresa, (ii) NMG International LLC, a holding company with respect to our foreign operations and (iii) Nancy Holdings LLC, which holds legal title to certain real property used by us in conducting our operations and described below under "— Results of Operations and Financial Condition of Unrestricted Subsidiaries". The non-guarantor subsidiary Nancy Holdings LLC had no assets or operations prior to March 10, 2017. The following condensed consolidating financial information represents the financial information of the Company and its non-guarantor subsidiaries under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes 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. April 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 41,700 $ 924 $ 10,991 $ — $ 53,615 Credit card receivables — 47,801 — 880 — 48,681 Merchandise inventories — 978,201 181,474 71,535 — 1,231,210 Other current assets — 145,531 7,557 3,595 (1,021 ) 155,662 Total current assets — 1,213,233 189,955 87,001 (1,021 ) 1,489,168 Property and equipment, net — 1,345,614 151,787 103,358 — 1,600,759 Intangible assets, net — 522,952 2,420,493 68,211 — 3,011,656 Goodwill — 1,412,147 537,263 119,672 — 2,069,082 Other long-term assets — 25,144 1,837 — — 26,981 Intercompany notes receivable — — — — — — Investments in subsidiaries 786,919 3,549,644 — — (4,336,563 ) — Total assets $ 786,919 $ 8,068,734 $ 3,301,335 $ 378,242 $ (4,337,584 ) $ 8,197,646 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 202,716 $ — $ 10,993 $ — $ 213,709 Accrued liabilities — 336,864 77,992 27,347 (1,021 ) 441,182 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 569,006 77,992 38,340 (1,021 ) 684,317 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,849,225 — — — 4,849,225 Intercompany notes payable — — — — — — Deferred income taxes — 1,234,045 — 8,473 — 1,242,518 Other long-term liabilities — 629,539 5,361 (233 ) — 634,667 Total long-term liabilities — 6,712,809 5,361 8,240 — 6,726,410 Total member equity 786,919 786,919 3,217,982 331,662 (4,336,563 ) 786,919 Total liabilities and member equity $ 786,919 $ 8,068,734 $ 3,301,335 $ 378,242 $ (4,337,584 ) $ 8,197,646 July 30, 2016 (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 Credit card receivables — 35,165 — 3,648 — 38,813 Merchandise inventories — 917,138 145,518 62,669 — 1,125,325 Other current assets — 94,498 15,082 1,256 (2,771 ) 108,065 Total current assets — 1,086,592 161,536 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 3,541,121 — — (4,484,252 ) — Total assets $ 943,131 $ 8,062,064 $ 3,647,332 $ 288,070 $ (4,683,709 ) $ 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, net of debt issuance costs — 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 3,536,129 4,992 (4,484,252 ) 943,131 Total liabilities and member equity $ 943,131 $ 8,062,064 $ 3,647,332 $ 288,070 $ (4,683,709 ) $ 8,256,888 April 30, 2016 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 56,257 $ 994 $ 19,031 $ — $ 76,282 Credit card receivables — 50,099 — 2,632 — 52,731 Merchandise inventories — 991,226 156,897 52,790 — 1,200,913 Other current assets — 97,198 11,696 1,920 (1,378 ) 109,436 Total current assets — 1,194,780 169,587 76,373 (1,378 ) 1,439,362 Property and equipment, net — 1,405,802 139,900 2,037 — 1,547,739 Intangible assets, net — 581,975 2,857,054 76,556 — 3,515,585 Goodwill — 1,611,365 537,263 127,413 — 2,276,041 Other long-term assets — 13,959 2,381 — — 16,340 Intercompany notes receivable — — 196,686 — (196,686 ) — Investments in subsidiaries 1,417,572 3,797,514 — — (5,215,086 ) — Total assets $ 1,417,572 $ 8,605,395 $ 3,902,871 $ 282,379 $ (5,413,150 ) $ 8,795,067 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 225,277 $ 28,943 $ 10,507 $ — $ 264,727 Accrued liabilities — 353,205 82,009 52,845 (1,378 ) 486,681 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 607,908 110,952 63,352 (1,378 ) 780,834 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,685,966 — — — 4,685,966 Intercompany notes payable — — — 196,686 (196,686 ) — Deferred income taxes — 1,445,168 — 13,113 — 1,458,281 Other long-term liabilities — 448,781 3,633 — — 452,414 Total long-term liabilities — 6,579,915 3,633 209,799 (196,686 ) 6,596,661 Total member equity 1,417,572 1,417,572 3,788,286 9,228 (5,215,086 ) 1,417,572 Total liabilities and member equity $ 1,417,572 $ 8,605,395 $ 3,902,871 $ 282,379 $ (5,413,150 ) $ 8,795,067 Thirteen weeks ended April 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 872,880 $ 168,430 $ 70,125 $ — $ 1,111,435 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 574,929 109,267 46,347 — 730,543 Selling, general and administrative expenses (excluding depreciation) — 215,561 30,277 19,728 — 265,566 Income from credit card program — (13,788 ) (1,265 ) — — (15,053 ) Depreciation expense — 51,134 3,793 767 — 55,694 Amortization of intangible assets and favorable lease commitments — 13,578 11,564 363 — 25,505 Other expenses — 8,535 — 2,373 — 10,908 Operating earnings — 22,931 14,794 547 — 38,272 Interest expense, net — 73,761 — (43 ) — 73,718 Intercompany royalty charges (income) — 36,646 (36,646 ) — — — Equity in loss (earnings) of subsidiaries 24,874 (52,145 ) — — 27,271 — Earnings (loss) before income taxes (24,874 ) (35,331 ) 51,440 590 (27,271 ) (35,446 ) Income tax benefit — (10,457 ) — (115 ) — (10,572 ) Net earnings (loss) $ (24,874 ) $ (24,874 ) $ 51,440 $ 705 $ (27,271 ) $ (24,874 ) Total other comprehensive earnings (loss), net of tax 1,734 (311 ) — 2,045 (1,734 ) 1,734 Total comprehensive earnings (loss) $ (23,140 ) $ (25,185 ) $ 51,440 $ 2,750 $ (29,005 ) $ (23,140 ) Thirteen weeks ended April 30, 2016 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 930,333 $ 182,386 $ 56,573 $ — $ 1,169,292 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 590,735 115,407 37,329 — 743,471 Selling, general and administrative expenses (excluding depreciation) — 225,972 31,729 17,076 — 274,777 Income from credit card program — (13,604 ) (1,406 ) — — (15,010 ) Depreciation expense — 53,983 5,415 218 — 59,616 Amortization of intangible assets and favorable lease commitments — 14,198 12,056 1,145 — 27,399 Other expenses (income) — (1,822 ) — 1,188 — (634 ) Operating earnings (loss) — 60,871 19,185 (383 ) — 79,673 Interest expense, net — 72,734 (1,399 ) 1,340 — 72,675 Intercompany royalty charges (income) — 36,690 (36,690 ) — — — Equity in loss (earnings) of subsidiaries (3,790 ) (56,146 ) — — 59,936 — Earnings (loss) before income taxes 3,790 7,593 57,274 (1,723 ) (59,936 ) 6,998 Income tax expense (benefit) — 3,803 — (595 ) — 3,208 Net earnings (loss) $ 3,790 $ 3,790 $ 57,274 $ (1,128 ) $ (59,936 ) $ 3,790 Total other comprehensive earnings (loss), net of tax 5,874 414 — 5,460 (5,874 ) 5,874 Total comprehensive earnings (loss) $ 9,664 $ 4,204 $ 57,274 $ 4,332 $ (65,810 ) $ 9,664 Thirty-nine weeks ended April 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 2,840,506 $ 555,092 $ 190,520 $ — $ 3,586,118 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 1,914,889 375,186 122,828 — 2,412,903 Selling, general and administrative expenses (excluding depreciation) — 696,407 99,779 53,694 — 849,880 Income from credit card program — (41,461 ) (4,010 ) — — (45,471 ) Depreciation expense — 156,215 12,238 1,338 — 169,791 Amortization of intangible assets and favorable lease commitments — 41,653 34,815 2,638 — 79,106 Other expenses — 21,222 — 1,715 — 22,937 Impairment charges — 153,772 — — — 153,772 Operating earnings (loss) — (102,191 ) 37,084 8,307 — (56,800 ) Interest expense, net — 219,830 — 168 — 219,998 Intercompany royalty charges (income) — 113,090 (113,090 ) — — — Equity in loss (earnings) of subsidiaries 165,456 (157,614 ) — — (7,842 ) — Earnings (loss) before income taxes (165,456 ) (277,497 ) 150,174 8,139 7,842 (276,798 ) Income tax expense (benefit) — (112,041 ) — 699 — (111,342 ) Net earnings (loss) $ (165,456 ) $ (165,456 ) $ 150,174 $ 7,440 $ 7,842 $ (165,456 ) Total other comprehensive earnings (loss), net of tax 6,374 10,408 — (4,034 ) (6,374 ) 6,374 Total comprehensive earnings (loss) $ (159,082 ) $ (155,048 ) $ 150,174 $ 3,406 $ 1,468 $ (159,082 ) Thirty-nine weeks ended April 30, 2016 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,066,164 $ 608,082 $ 146,903 $ — $ 3,821,149 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,009,842 403,191 92,804 — 2,505,837 Selling, general and administrative expenses (excluding depreciation) — 715,211 103,533 44,029 — 862,773 Income from credit card program — (40,362 ) (4,272 ) — — (44,634 ) Depreciation expense — 153,200 15,285 672 — 169,157 Amortization of intangible assets and favorable lease commitments — 43,961 36,347 3,688 — 83,996 Other expenses — 19,351 — 5,161 — 24,512 Operating earnings — 164,961 53,998 549 — 219,508 Interest expense, net — 215,777 (6,687 ) 6,765 — 215,855 Intercompany royalty charges (income) — 115,445 (115,445 ) — — — Equity in loss (earnings) of subsidiaries (1,136 ) (170,327 ) — — 171,463 — Earnings (loss) before income taxes 1,136 4,066 176,130 (6,216 ) (171,463 ) 3,653 Income tax expense (benefit) — 2,930 — (413 ) — 2,517 Net earnings (loss) $ 1,136 $ 1,136 $ 176,130 $ (5,803 ) $ (171,463 ) $ 1,136 Total other comprehensive earnings (loss), net of tax 2,582 421 — 2,161 (2,582 ) 2,582 Total comprehensive earnings (loss) $ 3,718 $ 1,557 $ 176,130 $ (3,642 ) $ (174,045 ) $ 3,718 Thirty-nine weeks ended April 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ (165,456 ) $ (165,456 ) $ 150,174 $ 7,440 $ 7,842 $ (165,456 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 216,257 47,053 3,976 — 267,286 Impairment charges — 153,772 — — — 153,772 Deferred income taxes — (97,690 ) — (2,190 ) — (99,880 ) Other — (2,780 ) 2,235 3,623 — 3,078 Intercompany royalty income payable (receivable) — 113,090 (113,090 ) — — — Equity in loss (earnings) of subsidiaries 165,456 (157,614 ) — — (7,842 ) — Changes in operating assets and liabilities, net — (139,652 ) (63,739 ) (25,547 ) — (228,938 ) Net cash provided by (used for) operating activities — (80,073 ) 22,633 (12,698 ) — (70,138 ) CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (133,547 ) (22,645 ) (5,294 ) — (161,486 ) Investment in subsidiaries — (27,042 ) — 27,042 — — Net cash provided by (used for) investing activities — (160,589 ) (22,645 ) 21,748 — (161,486 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 730,000 — — — 730,000 Repayment of borrowings — (482,070 ) — — — (482,070 ) Payment of contingent earn-out obligation — — — (22,857 ) — (22,857 ) Debt issuance costs paid — (5,359 ) — — — (5,359 ) Net cash provided by (used for) financing activities — 242,571 — (22,857 ) — 219,714 Effect of exchange rate changes on cash and cash equivalents — — — 3,682 — 3,682 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 1,909 (12 ) (10,125 ) — (8,228 ) Beginning balance — 39,791 936 21,116 — 61,843 Ending balance $ — $ 41,700 $ 924 $ 10,991 $ — $ 53,615 Thirty-nine weeks ended April 30, 2016 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ 1,136 $ 1,136 $ 176,130 $ (5,803 ) $ (171,463 ) $ 1,136 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 215,590 51,632 4,360 — 271,582 Deferred income taxes — 19,681 — (3,896 ) — 15,785 Other — (1,231 ) (7,403 ) 11,988 — 3,354 Intercompany royalty income payable (receivable) — 115,445 (115,445 ) — — — Equity in loss (earnings) of subsidiaries (1,136 ) (170,327 ) — — 171,463 — Changes in operating assets and liabilities, net — (26,894 ) (66,735 ) (50,646 ) — (144,275 ) Net cash provided by (used for) operating activities — 153,400 38,179 (43,997 ) — 147,582 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (193,573 ) (37,891 ) (529 ) — (231,993 ) Acquisition of MyTheresa — — — (896 ) — (896 ) Investment in subsidiaries — (30,204 ) — 30,204 — — Net cash provided by (used for) investing activities — (223,777 ) (37,891 ) 28,779 — (232,889 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 495,000 — — — 495,000 Repayment of borrowings — (382,069 ) — — — (382,069 ) Payment of contingent earn-out obligation — — — (27,185 ) — (27,185 ) Intercompany notes payable (receivable) — (39,459 ) — 39,459 — — Net cash provided by financing activities — 73,472 — 12,274 — 85,746 Effect of exchange rate changes on cash and cash equivalents — — — 2,869 — 2,869 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 3,095 288 (75 ) — 3,308 Beginning balance — 53,162 706 19,106 — 72,974 Ending balance $ — $ 56,257 $ 994 $ 19,031 $ — $ 76,282 Results of Operations and Financial Condition of Unrestricted Subsidiaries. On March 10, 2017, the Board of Directors of Parent designated certain of our subsidiaries as “unrestricted subsidiaries” for purposes of the indenture governing the Cash Pay Notes and the indenture governing the PIK Toggle Notes. These subsidiaries were previously or simultaneously designated as "unrestricted subsidiaries" under the Asset-Based Revolving Credit Facility and the Senior Secured Term Loan Facility. At April 29, 2017, the unrestricted subsidiaries consisted primarily of (i) NMG Germany GmbH, through which we conduct the operations of MyTheresa and (ii) Nancy Holdings LLC, which holds legal title to certain real property located in McLean, Virginia, San Antonio, Texas and Longview, Texas used by us in conducting our operations. Pursuant to the terms of the indentures governing the Cash Pay Notes and the PIK Toggle Notes, we are presenting the following financial information with respect to the unrestricted subsidiaries separate from the Company and its restricted subsidiaries. The unrestricted subsidiary Nancy Holdings LLC had no assets or operations prior to March 10, 2017. The financial information of NMG Germany GmbH as of July 30, 2016 and as of and for the thirteen weeks and thirty-nine weeks ended April 30, 2016 was substantially the same as the financial information presented for “Non-Guarantor Subsidiaries” for such periods included in the tables above in this Note 15. The difference in net earnings of the unrestricted subsidiaries for the thirteen weeks and thirty-nine weeks ended April 29, 2017 compared to the net earnings of the non-guarantor subsidiaries for such periods, as presented in the tables above in this Note 15, consisted primarily of a net interest income of approximately $1.4 million per fiscal quarter associated with an intercompany note payable by the MyTheresa unrestricted subsidiaries and held by NMG International LLC, which is a non-guarantor restricted subsidiary. This information may not necessarily be indicative of the financial condition and results of operations of the unrestricted subsidiaries had they operated as independent entities during the periods presented. Information with respect to the unrestricted subsidiaries with respect to the Cash Pay Notes and PIK Toggle Notes is as follows: (in thousands) April 29, 2017 Total assets $ 378,173 Net assets 127,839 Thirteen Thirty-nine (in thousands) April 29, 2017 April 29, 2017 Revenues $ 70,125 $ 190,520 Net earnings (loss) (710 ) 3,147 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; (iii) NMG Germany GmbH, through which we conduct the operations of MyTheresa; (iv) NMG International LLC, a holding company with respect to our foreign operations; and (v) Nancy Holdings LLC, which holds legal title to certain real property used by NMG in conducting its operations and described in Note 15 under "— Results of Operations and Financial Condition of Unrestricted Subsidiaries". The non-guarantor subsidiary Nancy Holdings LLC had no assets or operations prior to March 10, 2017. 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. April 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 41,700 $ 11,915 $ — $ 53,615 Credit card receivables — 47,801 880 — 48,681 Merchandise inventories — 978,201 253,009 — 1,231,210 Other current assets — 145,531 11,152 (1,021 ) 155,662 Total current assets — 1,213,233 276,956 (1,021 ) 1,489,168 Property and equipment, net — 1,345,614 255,145 — 1,600,759 Intangible assets, net — 522,952 2,488,704 — 3,011,656 Goodwill — 1,412,147 656,935 — 2,069,082 Other long-term assets — 25,144 1,837 — 26,981 Investments in subsidiaries 786,919 3,549,644 — (4,336,563 ) — Total assets $ 786,919 $ 8,068,734 $ 3,679,577 $ (4,337,584 ) $ 8,197,646 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 202,716 $ 10,993 $ — $ 213,709 Accrued liabilities — 336,864 105,339 (1,021 ) 441,182 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 569,006 116,332 (1,021 ) 684,317 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,849,225 — — 4,849,225 Deferred income taxes — 1,234,045 8,473 — 1,242,518 Other long-term liabilities — 629,539 5,128 — 634,667 Total long-term liabilities — 6,712,809 13,601 — 6,726,410 Total member equity 786,919 786,919 3,549,644 (4,336,563 ) 786,919 Total liabilities and member equity $ 786,919 $ 8,068,734 $ 3,679,577 $ (4,337,584 ) $ 8,197,646 July 30, 2016 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 39,791 $ 22,052 $ — $ 61,843 Credit card receivables — 35,165 3,648 — 38,813 Merchandise inventories — 917,138 208,187 — 1,125,325 Other current assets — 94,498 13,567 — 108,065 Total current assets — 1,086,592 247,454 — 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 Investments in subsidiaries 943,131 3,541,121 — (4,484,252 ) — 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 — 373,108 119,538 — 492,646 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 659,581 180,227 — 839,808 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,584,281 — — 4,584,281 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 14,597 — 6,473,949 Total member equity 943,131 943,131 3,541,121 (4,484,252 ) 943,131 Total liabilities and member equity $ 943,131 $ 8,062,064 $ 3,735,945 $ (4,484,252 ) $ 8,256,888 April 30, 2016 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 56,257 $ 20,025 $ — $ 76,282 Credit card receivables — 50,099 2,632 — 52,731 Merchandise inventories — 991,226 209,687 — 1,200,913 Other current assets — 97,198 12,238 — 109,436 Total current assets — 1,194,780 244,582 — 1,439,362 Property and equipment, net — 1,405,802 141,937 — 1,547,739 Intangible assets, net — 581,975 2,933,610 — 3,515,585 Goodwill — 1,611,365 664,676 — 2,276,041 Other long-term assets — 13,959 2,381 — 16,340 Investments in subsidiaries 1,417,572 3,797,514 — (5,215,086 ) — Total assets $ 1,417,572 $ 8,605,395 $ 3,987,186 $ (5,215,086 ) $ 8,795,067 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 225,277 $ 39,450 $ — $ 264,727 Accrued liabilities — 353,205 133,476 — 486,681 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 607,908 172,926 — 780,834 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,685,966 — — 4,685,966 Deferred income taxes — 1,445,168 13,113 — 1,458,281 Other long-term liabilities — 448,781 3,633 — 452,414 Total long-term liabilities — 6,579,915 16,746 — 6,596,661 Total member equity 1,417,572 1,417,572 3,797,514 (5,215,086 ) 1,417,572 Total liabilities and member equity $ 1,417,572 $ 8,605,395 $ 3,987,186 $ (5,215,086 ) $ 8,795,067 Thirteen weeks ended April 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 872,880 $ 238,555 $ — $ 1,111,435 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 574,929 155,614 — 730,543 Selling, general and administrative expenses (excluding depreciation) — 215,561 50,005 — 265,566 Income from credit card program — (13,788 ) (1,265 ) — (15,053 ) Depreciation expense — 51,134 4,560 — 55,694 Amortization of intangible assets and favorable lease commitments — 13,578 11,927 — 25,505 Other expenses — 8,535 2,373 — 10,908 Operating earnings — 22,931 15,341 — 38,272 Interest expense, net — 73,761 (43 ) — 73,718 Intercompany royalty charges (income) — 36,646 (36,646 ) — — Equity in loss (earnings) of subsidiaries 24,874 (52,145 ) — 27,271 — Earnings (loss) before income taxes (24,874 ) (35,331 ) 52,030 (27,271 ) (35,446 ) Income tax benefit — (10,457 ) (115 ) — (10,572 ) Net earnings (loss) $ (24,874 ) $ (24,874 ) $ 52,145 $ (27,271 ) $ (24,874 ) Total other comprehensive earnings (loss), net of tax 1,734 (311 ) 2,045 (1,734 ) 1,734 Total comprehensive earnings (loss) $ (23,140 ) $ (25,185 ) $ 54,190 $ (29,005 ) $ (23,140 ) Thirteen weeks ended April 30, 2016 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 930,333 $ 238,959 $ — $ 1,169,292 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 590,735 152,736 — 743,471 Selling, general and administrative expenses (excluding depreciation) — 225,972 48,805 — 274,777 Income from credit card program — (13,604 ) (1,406 ) — (15,010 ) Depreciation expense — 53,983 5,633 — 59,616 Amortization of intangible assets and favorable lease commitments — 14,198 13,201 — 27,399 Other expenses (income) — (1,822 ) 1,188 — (634 ) Operating earnings — 60,871 18,802 — 79,673 Interest expense, net — 72,734 (59 ) — 72,675 Intercompany royalty charges (income) — 36,690 (36,690 ) — — Equity in loss (earnings) of subsidiaries (3,790 ) (56,146 ) — 59,936 — Earnings (loss) before income taxes 3,790 7,593 55,551 (59,936 ) 6,998 Income tax expense (benefit) — 3,803 (595 ) — 3,208 Net earnings (loss) $ 3,790 $ 3,790 $ 56,146 $ (59,936 ) $ 3,790 Total other comprehensive earnings (loss), net of tax 5,874 414 5,460 (5,874 ) 5,874 Total comprehensive earnings (loss) $ 9,664 $ 4,204 $ 61,606 $ (65,810 ) $ 9,664 Thirty-nine weeks ended April 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 2,840,506 $ 745,612 $ — $ 3,586,118 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 1,914,889 498,014 — 2,412,903 Selling, general and administrative expenses (excluding depreciation) — 696,407 153,473 — 849,880 Income from credit card program — (41,461 ) (4,010 ) — (45,471 ) Depreciation expense — 156,215 13,576 — 169,791 Amortization of intangible assets and favorable lease commitments — 41,653 37,453 — 79,106 Other expenses — 21,222 1,715 — 22,937 Impairment charges — 153,772 — — 153,772 Operating earnings (loss) — (102,191 ) 45,391 — (56,800 ) Interest expense, net — 219,830 168 — 219,998 Intercompany royalty charges (income) — 113,090 (113,090 ) — — Equity in loss (earnings) of subsidiaries 165,456 (157,614 ) — (7,842 ) — Earnings (loss) before income taxes (165,456 ) (277,497 ) 158,313 7,842 (276,798 ) Income tax expense (benefit) — (112,041 ) 699 — (111,342 ) Net earnings (loss) $ (165,456 ) $ (165,456 ) $ 157,614 $ 7,842 $ (165,456 ) Total other comprehensive earnings (loss), net of tax 6,374 10,408 (4,034 ) (6,374 ) 6,374 Total comprehensive earnings (loss) $ (159,082 ) $ (155,048 ) $ 153,580 $ 1,468 $ (159,082 ) Thirty-nine weeks ended April 30, 2016 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,066,164 $ 754,985 $ — $ 3,821,149 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,009,842 495,995 — 2,505,837 Selling, general and administrative expenses (excluding depreciation) — 715,211 147,562 — 862,773 Income from credit card program — (40,362 ) (4,272 ) — (44,634 ) Depreciation expense — 153,200 15,957 — 169,157 Amortization of intangible assets and favorable lease commitments — 43,961 40,035 — 83,996 Other expenses — 19,351 5,161 — 24,512 Operating earnings — 164,961 54,547 — 219,508 Interest expense, net — 215,777 78 — 215,855 Intercompany royalty charges (income) — 115,445 (115,445 ) — — Equity in loss (earnings) of subsidiaries (1,136 ) (170,327 ) — 171,463 — Earnings (loss) before income taxes 1,136 4,066 169,914 (171,463 ) 3,653 Income tax expense (benefit) — 2,930 (413 ) — 2,517 Net earnings (loss) $ 1,136 $ 1,136 $ 170,327 $ (171,463 ) $ 1,136 Total other comprehensive earnings (loss), net of tax 2,582 421 2,161 (2,582 ) 2,582 Total comprehensive earnings (loss) $ 3,718 $ 1,557 $ 172,488 $ (174,045 ) $ 3,718 Thirty-nine weeks ended April 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (165,456 ) $ (165,456 ) $ 157,614 $ 7,842 $ (165,456 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 216,257 51,029 — 267,286 Impairment charges — 153,772 — — 153,772 Deferred income taxes — (97,690 ) (2,190 ) — (99,880 ) Other — (2,780 ) 5,858 — 3,078 Intercompany royalty income payable (receivable) — 113,090 (113,090 ) — — Equity in loss (earnings) of subsidiaries 165,456 (157,614 ) — (7,842 ) — Changes in operating assets and liabilities, net — (139,652 ) (89,286 ) — (228,938 ) Net cash provided by (used for) operating activities — (80,073 ) 9,935 — (70,138 ) CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (133,547 ) (27,939 ) — (161,486 ) Investment in subsidiaries — (27,042 ) 27,042 — — Net cash used for investing activities — (160,589 ) (897 ) — (161,486 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 730,000 — — 730,000 Repayment of borrowings — (482,070 ) — — (482,070 ) Payment of contingent earn-out obligation — — (22,857 ) — (22,857 ) Debt issuance costs paid — (5,359 ) — — (5,359 ) Net cash provided by (used for) financing activities — 242,571 (22,857 ) — 219,714 Effect of exchange rate changes on cash and cash equivalents — — 3,682 — 3,682 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 1,909 (10,137 ) — (8,228 ) Beginning balance — 39,791 22,052 — 61,843 Ending balance $ — $ 41,700 $ 11,915 $ — $ 53,615 Thirty-nine weeks ended April 30, 2016 (in thousands) Company NMG Non- Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ 1,136 $ 1,136 $ 170,327 $ (171,463 ) $ 1,136 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 215,590 55,992 — 271,582 Deferred income taxes — 19,681 (3,896 ) — 15,785 Other — (1,231 ) 4,585 — 3,354 Intercompany royalty income payable (receivable) — 115,445 (115,445 ) — — Equity in loss (earnings) of subsidiaries (1,136 ) (170,327 ) — 171,463 — Changes in operating assets and liabilities, net — (26,894 ) (117,381 ) — (144,275 ) Net cash provided by (used for) operating activities — 153,400 (5,818 ) — 147,582 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (193,573 ) (38,420 ) — (231,993 ) Acquisition of MyTheresa — — (896 ) — (896 ) Investment in subsidiaries — (30,204 ) 30,204 — — Net cash used for investing activities — (223,777 ) (9,112 ) — (232,889 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under Asset-Based Revolving Credit Facility — 495,000 — — 495,000 Repayment of borrowings — (382,069 ) — — (382,069 ) Payment of contingent earn-out obligation — — (27,185 ) — (27,185 ) Intercompany notes payable (receivable) — (39,459 ) 39,459 — — Net cash provided by financing activities — 73,472 12,274 — 85,746 Effect of exchange rate changes on cash and cash equivalents — — 2,869 — 2,869 CASH AND CASH EQUIVALENTS Decrease during the period — 3,095 213 — 3,308 Beginning balance — 53,162 19,812 — 72,974 Ending balance $ — $ 56,257 $ 20,025 $ — $ 76,282 |
