1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Quarter Ended January 29, 2000
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Commission File Number 1-9659
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THE NEIMAN MARCUS GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-4119509
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27 Boylston Street, Chestnut Hill,MA 02467
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(Address of principal executive offices) (Zip Code)
(617) 232-0760
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
As of March 3, 2000, the number of outstanding shares of each of the issuer's
classes of common stock was:
Class Outstanding Shares
- ----- ------------------
Class A Common Stock, $.01 Par Value 27,918,635
Class B Common Stock, $.01 Par Value 20,948,332
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THE NEIMAN MARCUS GROUP, INC.
I N D E X
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Part I. FINANCIAL INFORMATION Page
Number
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Item 1. Condensed Consolidated Balance Sheets as of January 29, 2000,
July 31, 1999 and January 30, 1999 1
Condensed Consolidated Statements of Earnings for the Twenty-Six
and Thirteen Weeks ended January 29, 2000 and January 30, 1999 2
Condensed Consolidated Statements of Cash Flows for the Twenty-
Six Weeks ended January 29, 2000 and January 30, 1999 3
Notes to Condensed Consolidated Financial Statements 4-6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7-9
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
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THE NEIMAN MARCUS GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands)
January 29, July 31, January 30,
2000 1999 1999
----------- ---------- -----------
(Restated) (Restated)
ASSETS
Current assets:
Cash and equivalents $ 58,179 $ 29,191 $ 80,600
Undivided interests in NMG
Credit Card Master Trust 241,923 133,151 203,282
Accounts receivable, net 69,586 59,317 58,914
Merchandise inventories 538,138 545,252 512,410
Deferred income taxes 15,255 15,255 24,058
Other current assets 52,767 53,102 60,229
---------- ---------- ----------
Total current assets 975,848 835,268 939,493
Property and equipment, net 522,608 513,439 505,456
Other assets 156,716 163,583 123,973
---------- ---------- ----------
Total assets $1,655,172 $1,512,290 $1,568,922
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities
of long-term liabilities $ 953 $ 921 $ 5,932
Accounts payable 228,407 203,071 186,920
Accrued liabilities 211,676 176,188 215,719
---------- ---------- ----------
Total current liabilities 441,036 380,180 408,571
Long-term liabilities:
Notes and debentures 284,651 274,640 344,628
Other long-term liabilities 73,624 74,664 70,147
Deferred income taxes 32,038 32,038 37,139
---------- ---------- ----------
Total long-term liabilities 390,313 381,342 451,914
---------- ---------- ----------
Minority interest 6,472 4,485 1,098
Shareholders' equity:
Common stock 488 490 490
Additional paid-in capital 459,654 467,283 466,412
Retained earnings 357,209 278,510 240,437
---------- ---------- ----------
Total shareholders' equity 817,351 746,283 707,339
---------- ---------- ----------
Total liabilities and shareholders'
equity $1,655,172 $1,512,290 $1,568,922
========== ========== ==========
See Notes to Condensed Consolidated Financial Statements.
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THE NEIMAN MARCUS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(In thousands except for Twenty-Six Weeks Ended Thirteen Weeks Ended
per share amounts) ----------------------------- ---------------------------
January 29, January 30, January 29, January 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
(Restated) (Restated)
Revenues $1,567,949 $1,376,267 $890,279 $789,154
Cost of goods sold including buying and
occupancy costs 1,027,280 930,642 601,562 546,754
Selling, general and administrative expenses 388,757 332,981 209,917 181,095
Corporate expenses 7,767 6,973 4,219 3,692
---------- ----------- --------- ---------
Operating earnings 144,145 105,671 74,581 57,613
Interest expense (12,789) (13,135) (6,003) (6,999)
---------- ----------- --------- ---------
Earnings before income taxes and
minority interest 131,356 92,536 68,578 50,614
Income taxes (49,915) (36,089) (26,059) (19,739)
---------- ----------- --------- ---------
Earnings before minority interest 81,441 56,447 42,519 30,875
Minority interest in net losses
(earnings) of subsidiaries (2,742) 332 (1,263) 332
----------- ----------- --------- ---------
Net earnings $ 78,699 $ 56,779 $ 41,256 $ 31,207
=========== =========== ========= =========
Weighted average number of common and common
equivalent shares outstanding:
Basic 48,844 49,233 48,610 49,006
=========== =========== ========= =========
Diluted 49,035 49,347 48,888 49,108
=========== =========== ========= =========
Earnings per share:
Basic $ 1.61 $ 1.15 $ .85 $ .64
=========== =========== ========= =========
Diluted $ 1.60 $ 1.15 $ .84 $ .64
=========== =========== ========= =========
See Notes to Condensed Consolidated Financial Statements.
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THE NEIMAN MARCUS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands) Twenty-Six Weeks Ended
--------------------------
January 29, January 30,
2000 1999
----------- -----------
(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 78,699 $ 56,779
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Depreciation and amortization 36,886 32,893
Minority interest 2,742 (332)
Other 5,451 3,677
Changes in current assets and liabilities:
Accounts receivable (10,269) (4,239)
Merchandise inventories 7,114 2,126
Other current assets 335 973
Taxes payable 9,579 24,117
Accounts payable and
accrued liabilities 51,928 (14,054)
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Net cash provided by operating
activities 182,465 101,940
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CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (42,792) (55,900)
Acquisition of Gurwitch Bristow Products, net -- (2,778)
Purchases of held-to-maturity securities (444,765) (397,009)
Maturities of held-to-maturity securities 373,493 332,594
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Net cash used for investing activities (114,064) (123,093)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings 10,000 60,000
Repurchase of common stock (10,012) (15,356)
Distributions paid (2,435) --
Repayment of receivables securitization (37,500) --
Other financing activities 534 465
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Net cash provided by financing activities (39,413) 45,109
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CASH AND EQUIVALENTS
Increase during the period 28,988 23,956
Beginning balance 29,191 56,644
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Ending balance $ 58,179 $ 80,600
========= =========
See Notes to Condensed Consolidated Financial Statements.
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THE NEIMAN MARCUS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The Condensed Consolidated Financial Statements of The Neiman Marcus
Group, Inc. (the Company) are submitted in response to the requirements
of Form 10-Q and should be read in conjunction with the Consolidated
Financial Statements included in the Company's Annual Report on Form
10-K. In the opinion of management, these statements contain all
adjustments, consisting only of normal recurring accruals, necessary for
a fair presentation of the results for the interim periods presented.
The retail industry is seasonal in nature, and the results of operations
for these periods historically have not been indicative of the results
for a full year.
Certain reclassifications and restatements have been made to the fiscal
1999 financial statements to conform to the fiscal 2000 presentation.
2. MERCHANDISE INVENTORIES
During the thirteen weeks ended October 30, 1999, the Company changed
its method of determining the cost of inventories from the last-in,
first-out (LIFO) method to the first-in, first-out (FIFO) method.
Management believes that the FIFO method better measures the current
value of such inventories and provides a more appropriate matching of
revenues and expenses. Under the current low-inflationary environment,
the use of the FIFO method more accurately reflects the Company's
financial position.
The change to the FIFO method has been applied by retroactively
restating the accompanying condensed consolidated financial statements.
The effect of this change was to increase merchandise inventories,
accrued liabilities and retained earnings by $16.6 million, $6.6 million
and $10.0 million, respectively, as of January 30, 1999, and to increase
merchandise inventories and retained earnings by $16.8 million and $10.1
million, respectively, and to decrease the deferred tax asset by $6.7
million as of July 31, 1999. For the twenty-six weeks ended January 30,
1999, the effect of the change increased net earnings by $1.2 million.
For the thirteen weeks ended January 30, 1999 the effect of the change
increased net earnings by $.6 million.
3. EARNINGS PER SHARE
Pursuant to the provisions of Statement of Financial Accounting
Standards No. 128, "Earnings per Share," the weighted average shares
used in computing basic and diluted earnings per share (EPS) are as
presented in the table below. No adjustments were made to net earnings
for the computations of basic and diluted EPS during the periods
presented.
Options to purchase 975,080 and 572,230 shares of common stock were not
included in the computation of diluted EPS for the twenty-six and
thirteen weeks ended January 29, 2000, respectively, because the
exercise price of those options was greater than the average market
price of the common shares. Options to purchase 896,300 shares of common
stock were not included in the computation of diluted EPS for both the
twenty-six and thirteen weeks ended January 30, 1999 because the
exercise price of those options was greater than the average market
price of the common shares.
TWENTY-SIX WEEKS ENDED THIRTEEN WEEKS ENDED
------------------------ ------------------------
(in thousands of shares) January 29, January 30, January 29, January 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
Shares for computation
of basic EPS 48,844 49,233 48,610 49,006
Effect of dilutive stock
options and nonvested stock
under common stock
incentive plans 191 114 278 102
----------- ----------- ----------- -----------
Shares for computation
of diluted EPS 49,035 49,347 48,888 49,108
=========== =========== =========== ===========
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THE NEIMAN MARCUS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. AUTHORIZED CAPITAL
On September 15, 1999, shareholders of the Company approved a proposal
to amend the Company's Restated Certificate of Incorporation to increase
the Company's authorized capital to 250 million shares of common stock
(consisting of 100 million shares of Class A Common Stock, 100 million
shares of Class B Common Stock and 50 million shares of a new Class C
Common Stock (having one-tenth (1/10) of one vote per share) and 50
million shares of preferred stock.
5. SPIN-OFF FROM HARCOURT GENERAL, INC.
On October 22, 1999, Harcourt General, Inc. (Harcourt General) completed
the spin-off of its controlling equity position in the Company in a
tax-free distribution to its shareholders. Harcourt General distributed
approximately 21.4 million of its approximately 26.4 million shares of
the Company. Harcourt General retained approximately 5.0 million shares.
Each common shareholder of Harcourt General received .3013 of a share of
Class B Common Stock of the Company for every share of Harcourt General
Common Stock and Class B Stock held on October 12, 1999, which was the
record date for the distribution. The Company and Harcourt General are
parties to various agreements which govern their ongoing relationship.
6. OPERATING SEGMENTS
The Company has two reportable business segments: specialty retail
stores and direct marketing. The specialty retail stores segment
includes all the operations of Neiman Marcus Stores and Bergdorf
Goodman. Direct marketing includes the operations of NM Direct, which
publishes NM by Mail, the Horchow catalogues, Chef's Catalog and the
Neiman Marcus Christmas Catalogue. Other includes unallocated corporate
expenses, costs incurred to launch the Company's e-commerce business and
operations which do not meet the quantitative thresholds of Statement of
Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information."
The Company's senior management evaluates the performance of the
Company's assets on a consolidated basis. Therefore, separate financial
information for the Company's assets on a segment basis is not
presented.
The following tables set forth the information for the Company's
reportable segments:
(in thousands) Twenty-Six Weeks Twenty-Six Weeks Thirteen Weeks Thirteen Weeks
Ended January 29, Ended January 30, Ended January 29, Ended January 30,
2000 1999 2000 1999
----------------- ----------------- ----------------- -----------------
REVENUES
Specialty Retail Stores $1,334,692 $1,196,738 $758,880 $686,004
Direct Marketing 201,228 178,380 115,087 102,001
Other 32,029 1,149 16,312 1,149
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Total $1,567,949 $1,376,267 $890,279 $789,154
========== ========== ======== ========
OPERATING EARNINGS
Specialty Retail Stores $ 139,840 $ 106,327 $ 72,056 $ 57,929
Direct Marketing 12,547 6,851 7,548 3,910
Other (8,242) (7,507) (5,023) (4,226)
---------- ---------- -------- --------
Total $ 144,145 $ 105,671 $ 74,581 $ 57,613
========== ========== ======== ========
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THE NEIMAN MARCUS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. STOCKHOLDER RIGHTS PLAN
On October 6, 1999, the Company's Board of Directors adopted a
stockholder rights plan. The rights plan is designed to improve the
ability of the Company's board to protect and advance the interests of
the Company's stockholders in the event of an unsolicited proposal to
acquire a significant interest in the Company.
8. STOCK REPURCHASE PROGRAM
In October 1999, the Company's Board of Directors authorized an increase
in the stock repurchase program to two million shares. During the
twenty-six weeks ended January 29, 2000, the Company repurchased 427,800
shares at an average price of $23.41 per share. Subsequent to January
29, 2000, the Company repurchased an additional 187,700 shares at an
average price of $21.01 per share; 1,384,500 shares were remaining under
the stock repurchase program.
9. RECENT ACCOUNTING DEVELOPMENTS
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements," to clarify the revenue recognition rules for certain types
of transactions. The Company is currently evaluating the effect of
implementing SAB 101.
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THE NEIMAN MARCUS GROUP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE TWENTY-SIX WEEKS ENDED JANUARY 29, 2000 COMPARED
WITH THE TWENTY-SIX WEEKS ENDED JANUARY 30, 1999
Revenues in the twenty-six weeks ended January 29, 2000 increased $191.7 million
or 13.9% over revenues in the twenty-six weeks ended January 30, 1999. The
increase in revenues was primarily attributable to comparable sales growth and
sales from the Kate Spade LLC and Gurwitch Bristow Products subsidiaries,
majority interests in which were acquired in fiscal 1999 as part of the
Company's brand development initiative. Specialty retail stores revenues in the
twenty-six weeks ended January 29, 2000 increased $138.0 million or 11.5% over
the prior year. Direct marketing revenues in the twenty-six weeks ended January
29, 2000 increased $22.8 million or 12.8% over the prior year. Total comparable
sales for the Company increased 10.7%. Comparable sales increased 10.3% in the
specialty retail store segment and 12.8% in the direct marketing segment.
Cost of goods sold including buying and occupancy costs increased $96.6 million
or 10.4% to $1.03 billion compared to the same period last year, primarily due
to increased sales. As a percentage of revenues, cost of goods sold decreased to
65.5% from 67.6% in the prior year, due primarily to higher comparable sales,
lower markdowns, higher markups on goods sold and, to a lesser extent,
proportionately lower buying and occupancy costs.
Selling, general and administrative expenses increased $55.8 million or 16.8% to
$388.8 million. As a percentage of revenues, selling, general and administrative
expenses increased to 24.8% from 24.2% in the prior year, primarily attributable
to expenses incurred to launch the Company's new e-commerce business.
Interest expense decreased 2.6% to $12.8 million in the twenty-six weeks ended
January 29, 2000 from $13.1 million in the prior year. The decrease resulted
primarily from lower average outstanding borrowings during the period.
The Company's effective income tax rate was 38% in the twenty-six weeks ended
January 29, 2000, as compared to 39% in the twenty-six weeks ended January 30,
1999.
RESULTS OF OPERATIONS FOR THE THIRTEEN WEEKS ENDED JANUARY 29, 2000 COMPARED
WITH THE THIRTEEN WEEKS ENDED JANUARY 30, 1999
Revenues in the thirteen weeks ended January 29, 2000 increased $101.1 million
or 12.8% over revenues in the thirteen weeks ended January 30, 1999. The
increase in revenues was primarily attributable to comparable sales growth and
sales from the Kate Spade LLC and Gurwitch Bristow Products subsidiaries.
Specialty retail store revenues in the thirteen weeks ended January 29, 2000
increased $72.9 million or 10.6% over the prior year. Direct marketing revenues
in the thirteen weeks ended January 29, 2000 increased $13.1 million or 12.8%
over the prior year. Total comparable sales for the Company increased 10.6%.
Comparable sales increased 10.0% in the specialty retail store segment and 12.8%
in the direct marketing segment.
Costs of goods sold including buying and occupancy costs increased 10.0% to
$601.6 million in the thirteen week period ended January 29, 2000 compared to
the same period last year, primarily due to increased sales and lower markdowns.
As a percentage of revenues, cost of goods sold decreased to 67.6% from 69.3% in
the prior year, primarily due to lower markdowns.
Selling, general and administrative expenses increased 15.9% to $209.9 million
from $181.1 million in the prior year, primarily due to higher sales volume. As
a percentage of revenues, selling, general and administrative expenses increased
to 23.6% from 22.9% from the prior year, principally reflecting expenses
incurred to launch the Company's new e-commerce business.
Interest expense decreased 14.2% to $6.0 million in the thirteen weeks ended
January 29, 2000. The decrease resulted primarily from lower average outstanding
borrowings during the period.
The Company's effective income tax rate was 38% in the thirteen weeks ended
January 29, 2000, as compared to 39% in the thirteen weeks ended January 30,
1999.
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THE NEIMAN MARCUS GROUP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CHANGES IN FINANCIAL CONDITION AND LIQUIDITY SINCE JULY 31, 1999
During the twenty-six weeks ended January 29, 2000, the Company financed its
working capital needs and capital expenditures primarily with cash from
operations and borrowings under its revolving credit facility. The following
discussion analyzes liquidity and capital resources by operating, investing and
financing activities as presented in the Company's Condensed Consolidated
Statements of Cash Flows.
Net cash provided by operating activities was $182.5 million during the first
twenty-six weeks of fiscal 2000 as compared to $101.9 million in the prior year
period. The most significant item affecting working capital was an increase in
accounts payable and accrued liabilities of $51.9 million.
Capital expenditures were $42.8 million during the twenty-six week period ended
January 29, 2000 as compared to $55.9 million in the prior year period. Capital
expenditures were primarily related to existing store renovations, including
remodeling at Bergdorf Goodman's main store. Capital expenditures are expected
to approximate $130.0 million during fiscal 2000.
The Company has increased its bank borrowings by $10.0 million since July 31,
1999. At January 29, 2000 the Company had $415.0 million available under its
revolving credit facility. In September 1999 the Company reduced the revolving
credit facility from $650 million to $450 million to reflect its current and
anticipated cash flow requirements.
The Company's five year revolving securitization of its accounts receivable
matures in fiscal 2000. In January 2000, the Company used proceeds from its
credit facility to repay $37.5 million of the $246 million of certificates sold
to third parties under the securitization. The Company will repay $37.5 million
to third parties each month for six successive months with a final payment of
$21.0 million in July 2000. The Company's undivided interests in NMG Credit Card
Master Trust will increase by the amount of each repayment. The Company intends
to ultimately finance the repayment of the certificates with a new
securitization during fiscal 2000.
In October 1999, the Company's Board of Directors authorized an increase in the
stock repurchase program to two million shares. In the twenty-six weeks ended
January 29, 2000, the Company repurchased 427,800 shares at an average price of
$23.41 per share. Subsequent to January 29, 2000, the Company repurchased an
additional 187,700 shares at an average price of $21.01 per share; at March 3,
2000, 1,384,500 shares were remaining under this program.
Kate Spade LLC, a majority owned subsidiary of the Company, distributed $2.4
million to its minority shareholders.
The Company believes that it will have sufficient resources to fund its planned
capital growth, operating requirements and the maturities of the securitization
certificates.
YEAR 2000 DATE CONVERSION
The Company has completed its assessment of its hardware and software systems,
including the embedded systems in the Company's buildings, property and
equipment, and has implemented plans to ensure that the operations of such
systems would not be adversely affected by the Year 2000 date change. As of the
date of this report, the Company has not experienced any significant problems
with its hardware and software systems related to the Year 2000 date change.
The Company established a program to communicate with its significant suppliers
and vendors to determine the extent to which the Company's systems and
operations are vulnerable to those third parties' failure to rectify their own
Year 2000 issues. As of the date of this filing, the Company has not experienced
any significant problems with its suppliers and vendors related to the Year 2000
date change. The Company is not presently aware of any significant exposure
arising from potential third party failures. However, there can be no assurance
that the systems of other companies on which the Company's systems or operations
rely have been successfully converted or that any failure of such parties to
achieve Year 2000 compliance would not have an adverse effect on the Company's
results of operations.
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THE NEIMAN MARCUS GROUP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Statements in this report referring to the expected future plans and performance
of the Company are forward-looking statements. Actual future results may differ
materially from such statements. Factors that could affect future performance
include, but are not limited to: changes in economic conditions or consumer
confidence; changes in consumer preferences or fashion trends; delays in
anticipated store openings; adverse weather conditions, particularly during peak
selling seasons; changes in demographic or retail environments; competitive
influences; significant increases in paper, printing and postage costs; and
changes in the Company's relationships with designers and other resources.
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THE NEIMAN MARCUS GROUP, INC.
PART II
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of Stockholders was held on January 21, 2000. The
following matters were voted upon at the meeting:
1. Election of three Class III directors.
VINCENT M. O'REILLY (CLASS A) JOHN R. COOK (CLASS B)
----------------------------- ----------------------
For 24,826,570 For 18,241,907
Against 793,155 Against 963,326
JEAN HEAD SISCO (CLASS B)
----------------------------
For 18,236,364
Against 968,869
2. Approval of an amendment of the Company's 1997 Incentive
Plan to increase the shares reserved for issuance under
the Plan.
For 26,785,806
Against 13,932,992
Abstain 377,423
Non-Voting 3,728,735
3. Ratification of the appointment by the Board of Directors
of Deloitte & Touche LLP as the Company's independent
auditors for the 2000 fiscal year.
For 44,469,151
Against 34,168
Abstain 321,638
4. Stockholder proposal concerning cumulative voting in the
election of directors.
For 10,666,718
Against 29,672,107
Abstain 736,656
Non-voting 3,749,566
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THE NEIMAN MARCUS GROUP, INC.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
10.1 The Neiman Marcus Group, Inc. 1997 Incentive Plan as amended.
27.1 Financial data schedules.
(b) REPORTS ON FORM 8-K.
The Company did not file any reports on Form 8-K during
the thirteen week period ended January 29, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE NEIMAN MARCUS GROUP, INC.
SIGNATURE TITLE DATE
- --------- ----- ----
Principal Financial Senior Vice President and March 10, 2000
Officer: Chief Financial Officer
/s/ John R. Cook
- -------------------------
John R. Cook
Principal Accounting Vice President and Controller March 10, 2000
Officer:
/s/ Catherine N. Janowski
- -------------------------
Catherine N. Janowski
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