Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jul. 28, 2018 | Sep. 18, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | Neiman Marcus Group LTD LLC | |
Entity Central Index Key | 1,358,651 | |
Current Fiscal Year End Date | --07-28 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-K | |
Document Period End Date | Jul. 28, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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. 28, 2018 | Jul. 29, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 38,510 | $ 49,239 |
Credit card receivables | 33,689 | 38,836 |
Merchandise inventories | 1,115,839 | 1,153,657 |
Other current assets | 123,822 | 146,439 |
Total current assets | 1,311,860 | 1,388,171 |
Property and equipment, net | 1,569,904 | 1,586,961 |
Favorable lease commitments, net | 879,434 | 930,585 |
Other definite-lived intangible assets, net | 354,542 | 401,081 |
Tradenames | 1,501,327 | 1,499,750 |
Goodwill | 1,883,869 | 1,880,894 |
Other long-term assets | 44,967 | 16,074 |
Total assets | 7,545,903 | 7,703,516 |
Current liabilities: | ||
Accounts payable | 318,969 | 316,830 |
Accrued liabilities | 511,289 | 456,937 |
Current portion of long-term debt | 29,426 | 29,426 |
Total current liabilities | 859,684 | 803,193 |
Long-term liabilities: | ||
Long-term debt, net of debt issuance costs | 4,623,152 | 4,675,540 |
Deferred income taxes | 707,554 | 1,156,833 |
Deferred real estate credits and deferred financing obligations | 254,555 | 201,892 |
Other long-term liabilities | 341,777 | 399,406 |
Total long-term liabilities | 5,927,038 | 6,433,671 |
Membership unit (1 unit issued and outstanding at July 28, 2018 and July 29, 2017) | 0 | 0 |
Member capital | 1,587,350 | 1,587,086 |
Accumulated other comprehensive loss | (22,297) | (63,431) |
Accumulated deficit | (805,872) | (1,057,003) |
Total member equity | 759,181 | 466,652 |
Total liabilities and member equity | $ 7,545,903 | $ 7,703,516 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Jul. 28, 2018 | Jul. 29, 2017 |
Statement of Financial Position [Abstract] | ||
Membership units issued (in shares) | 1 | 1 |
Membership units outstanding (in shares) | 1 | 1 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Income Statement [Abstract] | |||
Revenues | $ 4,900,444 | $ 4,705,993 | $ 4,949,472 |
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 3,320,753 | 3,220,027 | 3,322,508 |
Selling, general and administrative expenses (excluding depreciation) | 1,179,641 | 1,129,309 | 1,117,928 |
Income from credit card program | (46,361) | (60,082) | (60,648) |
Depreciation expense | 214,452 | 225,463 | 226,868 |
Amortization of intangible assets | 46,685 | 50,769 | 57,011 |
Amortization of favorable lease commitments | 51,046 | 53,262 | 54,178 |
Other expenses | 37,721 | 29,730 | 27,127 |
Impairment charges | 0 | 510,736 | 466,155 |
Operating earnings (loss) | 96,507 | (453,221) | (261,655) |
Interest expense, net | 307,441 | 295,668 | 285,596 |
Loss before income taxes | (210,934) | (748,889) | (547,251) |
Income tax benefit | (462,065) | (217,130) | (141,141) |
Net earnings (loss) | $ 251,131 | $ (531,759) | $ (406,110) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net earnings (loss) | $ 251,131 | $ (531,759) | $ (406,110) |
Other comprehensive earnings (loss): | |||
Foreign currency translation adjustments, before tax | 5,488 | 9,297 | (2,663) |
Change in unrealized gain on financial instruments, before tax | 27,481 | 14,851 | (11,266) |
Reclassification of realized loss on financial instruments to earnings, before tax | 860 | 6,070 | 576 |
Change in unrealized loss on unfunded benefit obligations, before tax | 26,223 | 52,832 | (91,828) |
Tax effect related to items of other comprehensive earnings (loss) | (18,918) | (30,640) | 40,568 |
Total other comprehensive earnings (loss), net of tax | 41,134 | 52,410 | (64,613) |
Total comprehensive earnings (loss) | $ 292,265 | $ (479,349) | $ (470,723) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
CASH FLOWS - OPERATING ACTIVITIES | |||
Net earnings (loss) | $ 251,131 | $ (531,759) | $ (406,110) |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | |||
Depreciation and amortization expense | 336,663 | 354,004 | 362,629 |
Impairment charges | 0 | 510,736 | 466,155 |
Deferred income taxes | (468,583) | (171,152) | (102,841) |
Payment-in-kind interest | 41,755 | 16,599 | 0 |
Other | 7,323 | (3,244) | (11,945) |
Net cash provided by (used for) operating activities before changes in operating assets and liabilities | 168,289 | 175,184 | 307,888 |
Changes in operating assets and liabilities: | |||
Merchandise inventories | 39,880 | (25,852) | 29,046 |
Other current assets | 17,680 | (30,357) | (20,758) |
Accounts payable and accrued liabilities | 46,299 | 1,268 | (43,877) |
Deferred real estate credits | 50,264 | 37,431 | 38,293 |
Funding of defined benefit pension plan | (25,200) | (10,700) | 0 |
Net cash provided by (used for) operating activities | 297,212 | 146,974 | 310,592 |
CASH FLOWS - INVESTING ACTIVITIES | |||
Capital expenditures | (174,596) | (204,636) | (301,445) |
Acquisition of MyTheresa | 0 | 0 | (896) |
Net cash provided by (used for) investing activities | (174,596) | (204,636) | (302,341) |
CASH FLOWS - FINANCING ACTIVITIES | |||
Borrowings under revolving credit facilities | 1,087,915 | 889,000 | 555,000 |
Repayment of borrowings under revolving credit facilities | (1,191,915) | (791,000) | (520,000) |
Repayment of borrowings under senior secured term loan facility | (29,426) | (29,426) | (29,426) |
Payment of contingent earn-out obligation | 0 | (22,857) | (27,185) |
Debt issuance costs paid | 0 | (5,359) | 0 |
Repurchase of stock | (266) | 0 | 0 |
Shares withheld for remittance of employee taxes | (332) | 0 | 0 |
Net cash provided by (used for) financing activities | (134,024) | 40,358 | (21,611) |
Effect of exchange rate changes on cash and cash equivalents | 679 | 4,700 | 2,229 |
CASH AND CASH EQUIVALENTS | |||
Increase (decrease) during the period | (10,729) | (12,604) | (11,131) |
Beginning balance | 49,239 | 61,843 | 72,974 |
Ending balance | 38,510 | 49,239 | 61,843 |
Cash paid (received) during the period for: | |||
Interest | 231,181 | 286,746 | 268,657 |
Income taxes | 263 | (42,264) | (19,207) |
Non-cash - investing and financing activities: | |||
Property and equipment acquired through developer financing obligations | 13,077 | 50,799 | 46,124 |
Issuance of PIK Toggle Notes | $ 58,354 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF MEMB
CONSOLIDATED STATEMENTS OF MEMBER EQUITY - USD ($) $ in Thousands | Total | Member capital | Accumulated other comprehensive earnings (loss) | Retained earnings (deficit) |
Beginning balance at Aug. 01, 2015 | $ 1,413,744 | $ 1,584,106 | $ (51,228) | $ (119,134) |
Increase (Decrease) in Member Equity | ||||
Stock option exercises and other | 110 | 110 | ||
Net earnings (loss) | (406,110) | (406,110) | ||
Foreign currency translation adjustments, net of tax | (2,282) | (2,282) | ||
Adjustments for fluctuations in fair market value of financial instruments, net of tax | (6,850) | (6,850) | ||
Reclassification to earnings, net of tax | 350 | 350 | ||
Change in unfunded benefit obligations, net of tax | (55,831) | (55,831) | ||
Total comprehensive earnings (loss) | (470,723) | |||
Ending balance at Jul. 30, 2016 | 943,131 | 1,584,216 | (115,841) | (525,244) |
Increase (Decrease) in Member Equity | ||||
Stock option exercises and other | 2,870 | 2,870 | ||
Net earnings (loss) | (531,759) | (531,759) | ||
Foreign currency translation adjustments, net of tax | 7,568 | 7,568 | ||
Adjustments for fluctuations in fair market value of financial instruments, net of tax | 9,029 | 9,029 | ||
Reclassification to earnings, net of tax | 3,691 | 3,691 | ||
Change in unfunded benefit obligations, net of tax | 32,122 | 32,122 | ||
Total comprehensive earnings (loss) | (479,349) | |||
Ending balance at Jul. 29, 2017 | 466,652 | 1,587,086 | (63,431) | (1,057,003) |
Increase (Decrease) in Member Equity | ||||
Stock option exercises and other | 264 | 264 | ||
Net earnings (loss) | 251,131 | 251,131 | ||
Foreign currency translation adjustments, net of tax | 4,444 | 4,444 | ||
Adjustments for fluctuations in fair market value of financial instruments, net of tax | 18,423 | 18,423 | ||
Reclassification to earnings, net of tax | 436 | 436 | ||
Change in unfunded benefit obligations, net of tax | 17,831 | 17,831 | ||
Total comprehensive earnings (loss) | 292,265 | |||
Ending balance at Jul. 28, 2018 | $ 759,181 | $ 1,587,350 | $ (22,297) | $ (805,872) |
CONSOLIDATED STATEMENTS OF MEM8
CONSOLIDATED STATEMENTS OF MEMBER EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Statement of Stockholders' Equity [Abstract] | |||
Foreign currency translation adjustments, tax | $ 1,044 | $ 1,729 | $ (381) |
Adjustments for fluctuations in fair market value of financial instruments, tax | 9,058 | 5,822 | (4,416) |
Reclassification to earnings, tax | 424 | 2,379 | 226 |
Change in unfunded benefit obligations, tax | $ 8,392 | $ 20,710 | $ (35,997) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jul. 28, 2018 | |
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. The Company is a subsidiary of Mariposa Intermediate Holdings LLC ("Holdings"), which in turn is a subsidiary of Neiman Marcus Group, Inc., a Delaware corporation ("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. The Sponsors acquired the Company on October 25, 2013 (the "Acquisition"). 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. 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 2018 relate to the fifty-two weeks ended July 28, 2018 , (ii) fiscal year 2017 relate to the fifty-two weeks ended July 29, 2017 and (iii) fiscal year 2016 relate to the fifty-two weeks ended July 30, 2016. 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. 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 $39.0 million at July 28, 2018 and $39.6 million at July 29, 2017 . 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 2018 , 2017 or 2016 . We received vendor allowances of $79.1 million , or 1.6% of revenues, in fiscal year 2018 , $83.6 million , or 1.8% of revenues, in fiscal year 2017 and $100.8 million , or 2.0% of revenues, in fiscal year 2016 . 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 $370.2 million at July 28, 2018 and $393.1 million at July 29, 2017 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, we identified certain property and equipment, other definite-lived intangible assets and favorable lease commitments to be impaired by $4.8 million in fiscal year 2017 and $38.1 million in fiscal year 2016. 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. Favorable lease commitments are amortized straight-line over the remaining lives of the leases, ranging from five to 55 years (weighted average life of 30 years) from the Acquisition date. Our definite-lived intangible assets, which primarily consist of customer lists, are amortized using accelerated methods which reflect the pattern in which we receive the economic benefit of the asset, currently estimated at six to 16 years (weighted average life of 13 years) from the respective 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): 2019 $ 94,958 2020 88,258 2021 82,285 2022 82,450 2023 81,295 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, we determined certain of our tradenames were impaired and recorded impairment charges aggregating $309.7 million in fiscal year 2017 and $228.9 million in fiscal year 2016. The assessment of the recoverability of the goodwill associated with our Neiman Marcus, Bergdorf Goodman and MyTheresa reporting units involves 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 used to discount our estimated future cash flow projections to their present value (or estimated fair value) based on our estimated weighted average cost of capital. If the recorded carrying value of a reporting unit exceeds its estimated enterprise fair value, an impairment charge is recorded to goodwill for the amount by which the carrying amount exceeds the reporting unit's fair value. Based upon the review of our recorded goodwill balances, we determined that certain of our goodwill balances were impaired and recorded impairment charges aggregating $196.2 million in fiscal year 2017. Prior to the adoption of new accounting guidance in the fourth quarter of fiscal year 2017, our assessment process involved a second step in which we allocated the enterprise fair value to the fair value of the reporting unit's net assets. Any enterprise value in excess of amounts allocated to such net assets represented the implied fair value of goodwill for that reporting unit. If the carrying value of goodwill for a reporting unit exceeded the implied fair value of goodwill, an impairment charge was recorded to write goodwill down to its fair value. The assessment performed in the fourth quarter of fiscal year 2016 was performed utilizing the two-step process. Based on this process, we determined that certain of our goodwill balances were impaired and recorded impairment charges aggregating $199.2 million in fiscal year 2016. 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 one 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 operating 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 $50.3 million in fiscal year 2018 , $37.4 million in fiscal year 2017 and $38.3 million in fiscal year 2016. 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. Included in construction-in-progress are 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 of $110.0 million at July 28, 2018 and $96.9 million at July 29, 2017 . 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 utilize a spot rate methodology in the estimation of the interest cost component of net periodic benefit cost, which uses the individual spot rates along the yield curve corresponding to benefit payments. 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 10 . 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 swap and cap 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 $62.0 million in fiscal year 2018 , $58.7 million in fiscal year 2017 and $50.6 million in fiscal year 2016 . 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 $44.7 million at July 28, 2018 and $47.0 million at July 29, 2017 . 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 $58.6 million , or 1.2% of revenues, in fiscal year 2018 , $62.4 million , or 1.3% of revenues, in fiscal year 2017 and $70.3 million , or 1.4% of revenues, in fiscal year 2016. 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 collected were approximately $45.6 million , or 0.9% of revenues, in fiscal year 2018 , $50.1 million , or 1.1% of revenues, in fiscal year 2017 and $54.8 million , or 1.1% of revenues, in fiscal year 2016. 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 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 $225.3 million , or 4.6% of revenues, in fiscal year 2018 , $200.3 million , or 4.3% of revenues, in fiscal year 2017 and $195.9 million , or 4.0% of revenues, in fiscal year 2016. 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 used to discount the estimated cash flow projections to their present value (or estimated fair value) based on our estimated weighted average cost of capital; • 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. These payments are based on the profitability of the credit card portfolio as determined under the Program Agreement and are impacted by a number of factors including credit losses incurred and our allocable share of the profits generated by the credit card portfolio, which in turn may be impacted by credit ratings as determined by various rating agencies. 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 $43.0 million at July 28, 2018 and $45.5 million at July 29, 2017 . We recognized gift card breakage of $1.5 million in fiscal year 2018 , $1.7 million in fiscal year 2017 and $1.3 million in fiscal year 2016 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. In December 2017, the Tax Cuts and Jobs Act ("Tax Reform") was signed into law. Among numerous provisions included in the Tax Reform was the reduction of the corporate federal income tax rate from 35% to 21% effective January 1, 2018. As the effective date of the Tax Reform falls five months into our fiscal year, we are subject to a blended federal statutory rate of 26.9% in fiscal year 2018. In connection with our application of the new federal statutory rate, we have measured our long-term deferred income taxes at the new lower rate, which resulted in non-cash benefits aggregating $391.6 million in fiscal year 2018, as more fully described in Note 9 . 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 Adopted Accounting Pronouncements. In March 2016, the Financial Accounting Standards Board ("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. We adopted this guidance in the first quarter of fiscal year 2018. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements. Recent Accounting Pronouncements. 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. While our evaluation of the impact of adopting this standard is ongoing, we believe the new guidance will impact (i) the income statement presentation related to sales returns, certain promotional programs and income from our credit card program and (ii) accelerate the recognition of online sales to the time of shipment versus delivery. We intend to adopt the revenue recognition requirements of this new guidance in the first quarter of fiscal year 2019 using the modified retrospective adoption method. In May 2017, the FASB issued guidance to clarify which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The standard requires modification accounting only if changes in the terms or conditions result in changes of the fair value, the vesting conditions or the classification of the award as an equity instrument or a liability. This new guidance is effective for us as of the first quarter of fiscal year 2019 and will be applicable to any modification transactions subsequent to the effective date. We are currently evaluating the impact of adopting this new accounting guidance on our Consolidated Financial Statements. In February 2016, the FASB issued guidance that requires a lessee to recognize assets and liabilities arising from leases on the balance sheet. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Previous GAAP did not require lease assets and liabilities to be recognized for operating leases. 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FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jul. 28, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The following table shows the Company’s financial asset and liability that are required to be measured at fair value on a recurring basis in our Consolidated Balance Sheets: (in thousands) Fair Value Hierarchy July 28, July 29, Asset: Interest rate swaps (included in other long-term assets) Level 2 $ 35,649 $ 3,628 Liability: Stock-based award liability (included in other long-term liabilities) Level 3 8,807 1,344 The fair value of the interest rate swaps is estimated using industry standard valuation models using market-based observable inputs, including interest rate curves. 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 28, 2018 July 29, 2017 (in thousands) Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value Long-term debt: Asset-Based Revolving Credit Facility Level 2 $ 159,000 $ 159,000 $ 263,000 $ 263,000 mytheresa.com Credit Facilities Level 2 — — — — Senior Secured Term Loan Facility Level 2 2,810,207 2,492,316 2,839,633 2,113,766 Cash Pay Notes Level 2 960,000 609,302 960,000 532,253 PIK Toggle Notes Level 2 658,354 420,997 600,000 297,000 2028 Debentures Level 2 122,890 103,570 122,677 87,490 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 asset-based revolving credit facility (as amended, the "Asset-Based Revolving Credit Facility") and 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") and (ii) quoted market prices of the same or similar issues for the $960.0 million aggregate principal amount of 8.00% Senior Cash Pay Notes due 2021 (the "Cash Pay Notes"), the $658.4 million aggregate principal amount of 8.75% / 9.50% Senior PIK Toggle Notes due 2021 (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 adjusted the carrying values of our long-lived and intangible assets to their estimated fair values at the acquisition date. The fair value estimates were 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). Subsequent to the Acquisition, we determine the fair value of our long-lived and intangible assets on a non-recurring basis in connection with our periodic evaluations of such assets for potential impairment and record impairment charges when such fair value estimates are lower than the carrying values of the assets. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Jul. 28, 2018 | |
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: (in thousands) July 28, July 29, Land, buildings and improvements $ 1,274,399 $ 1,280,214 Fixtures and equipment 960,094 914,489 Construction in progress 264,821 145,108 2,499,314 2,339,811 Less: accumulated depreciation 929,410 752,850 Property and equipment, net $ 1,569,904 $ 1,586,961 Included in construction in progress are $110.0 million at July 28, 2018 and $96.9 million at July 29, 2017 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 as asset for a developer's construction costs related to the store shell and an offsetting deferred financing obligation. |
INTANGIBLE ASSETS, NET AND GOOD
INTANGIBLE ASSETS, NET AND GOODWILL | 12 Months Ended |
Jul. 28, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net and Goodwill | INTANGIBLE ASSETS, NET AND GOODWILL The significant components of our intangible assets and goodwill are as follows: (in thousands) Favorable Lease Commitments Other Definite-lived Intangible Assets Tradenames Goodwill Balance at July 30, 2016 $ 985,534 $ 451,722 $ 1,807,246 $ 2,072,818 Amortization (53,262 ) (50,769 ) — — Impairment of goodwill and intangible assets (1,687 ) — (309,744 ) (196,164 ) Foreign currency translation adjustment — 128 2,248 4,240 Balance at July 29, 2017 $ 930,585 $ 401,081 $ 1,499,750 $ 1,880,894 Amortization (51,046 ) (46,685 ) — — Write-offs related to store closures and other (105 ) — — — Foreign currency translation adjustment — 146 1,577 2,975 Balance at July 28, 2018 $ 879,434 $ 354,542 $ 1,501,327 $ 1,883,869 Total accumulated amortization at July 28, 2018 $ 248,846 $ 346,387 |
IMPAIRMENT CHARGES
IMPAIRMENT CHARGES | 12 Months Ended |
Jul. 28, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment Charges | IMPAIRMENT CHARGES Based upon our assessment of economic conditions, our expectations of future business conditions and trends, our projected revenues, earnings, and cash flows as well as other market factors such as the weighted average cost of capital and valuation multiples, we determined that impairment charges were required to state certain of our intangible and long-lived assets to their estimated fair value in fiscal years 2017 and 2016 as follows: Fiscal year ended (in thousands) July 29, 2017 July 30, 2016 Tradenames $ 309,744 $ 228,877 Goodwill 196,164 199,218 Property and equipment 3,141 25,426 Other definite-lived intangible assets 1,687 12,634 Total $ 510,736 $ 466,155 We recorded impairment charges aggregating $466.2 million in fiscal year 2016. These impairment charges were driven primarily by (i) revisions to our anticipated future operating trends in light of adverse economic and business trends existing as of the end of fiscal year 2016 and (ii) to a lesser extent, increases in the weighted average cost of capital used in estimating the fair value of our tradenames and reporting units under a discounted cash flow model. These impairments related to certain of our tradenames, goodwill and long-lived assets primarily associated with our Neiman Marcus brand. Our assessment in fiscal year 2016 was performed prior to the adoption of new accounting guidance issued in January 2017 related to the testing of goodwill for impairment and utilized a second step wherein we allocated the enterprise fair value to the fair value of the reporting unit's net assets to determine the writedown of goodwill. We recorded impairment charges aggregating $510.7 million in fiscal year 2017. These impairment charges were driven both by (i) changes in market conditions related to increases in the weighted average cost of capital and valuation multiples and (ii) further deterioration of operating trends during such periods. In fiscal year 2017, we recorded impairment charges of $153.8 million in the second quarter and $357.0 million in the fourth quarter. These impairment charges related to certain of our tradenames, goodwill and long-lived assets primarily associated with our Neiman Marcus and Bergdorf Goodman brands. Our assessment in fiscal year 2017 was performed subsequent to the adoption of the new accounting guidance issued in January 2017 related to the testing of goodwill for impairment. We continue to undertake initiatives to help drive revenues and streamline business activities and will continue to closely monitor our financial condition and results of operations. However, there is a risk that future economic conditions and operating pressures could increase the risk of additional impairment charges in future periods. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Jul. 28, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES The significant components of accrued liabilities are as follows: (in thousands) July 28, July 29, Accrued salaries and related liabilities $ 84,347 $ 64,508 Amounts due customers 137,918 141,590 Self-insurance reserves 39,506 36,545 Interest payable 50,848 31,935 Sales returns reserves 44,674 47,006 Sales taxes payable 30,671 28,811 Other 123,325 106,542 Total $ 511,289 $ 456,937 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Jul. 28, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT The significant components of our long-term debt are as follows: (in thousands) Interest Rate July 28, July 29, Asset-Based Revolving Credit Facility variable $ 159,000 $ 263,000 mytheresa.com Credit Facilities variable — — Senior Secured Term Loan Facility variable 2,810,207 2,839,633 Cash Pay Notes 8.00% 960,000 960,000 PIK Toggle Notes 8.75%/9.50% 658,354 600,000 2028 Debentures 7.125% 122,890 122,677 Total debt 4,710,451 4,785,310 Less: current portion of Senior Secured Term Loan Facility (29,426 ) (29,426 ) Less: unamortized debt issuance costs (57,873 ) (80,344 ) Long-term debt, net of debt issuance costs $ 4,623,152 $ 4,675,540 Asset-Based Revolving Credit Facility . At July 28, 2018, we have an Asset-Based Revolving Credit Facility with a maximum committed borrowing capacity of $900.0 million . The Asset-Based Revolving Credit Facility matures on July 25, 2021 (or July 25, 2020 if our obligations under our Senior Secured Term Loan Facility or any permitted refinancing thereof have not been repaid or the maturity date thereof has not been extended to October 25, 2021 or later). At July 28, 2018 , we had outstanding borrowings of $159.0 million under this facility, outstanding letters of credit of $1.8 million and unused commitments of $700.6 million , subject to a borrowing base, of which $90.0 million of such capacity is available to us subject to certain restrictions as more fully described below. 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 minimum fixed charge coverage ratio. Additional restrictions will apply if this condition is not met for five consecutive business days, including increased reporting requirements and additional administrative agent control rights over certain of our accounts. These restrictions will continue until the condition is satisfied and their imposition may limit our operational flexibility. 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 28, 2018 , 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 of 0.75% with respect to base rate borrowings and 1.75% with respect to LIBOR borrowings at July 28, 2018 . The applicable margin is based on the average historical excess availability under the Asset-Based Revolving Credit Facility, and is up to 1.00% with respect to base rate borrowings and up to 2.00% with respect to LIBOR borrowings, in each case with one 0.25% step down based on achievement and maintenance of a certain senior secured first lien net leverage ratio (as defined in the credit agreement governing the Asset-Based Revolving Credit Facility). The weighted average interest rate on the outstanding borrowings pursuant to the Asset-Based Revolving Credit Facility was 4.06% at July 28, 2018 . In addition, we are required to pay a commitment fee in respect of unused commitments at a rate of up to 0.375% 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 July 25, 2021 (or July 25, 2020 if our obligations under our Senior Secured Term Loan Facility or any permitted refinancing thereof have not been repaid or the maturity date thereof has not been extended to October 25, 2021 or later). 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 28, 2018 , the assets of non-guarantor subsidiaries, primarily (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, aggregated $442.8 million , or 5.9% 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 described below, 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, a significant portion of the Company's owned real property and equipment and substantially all other tangible and intangible assets of Holdings, the Company and each subsidiary guarantor, but excluding, among other things, leasehold interests. 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 . Mytheresa.com Credit Facilities . Our subsidiary mytheresa.com GmbH, through which we operate mytheresa.com, is party to two credit facility agreements (the "mytheresa.com Credit Facilities"). The first facility, as amended on July 24, 2018, is a revolving credit line for up to €15.0 million in availability and bears interest at a fixed rate of 2.39% (until further notice) for any loan drawn under the overdraft facility and at rates to be agreed on a case-by-case basis for money market loans and guarantees. The second facility, as amended on July 23, 2018, is a revolving credit line for up to €8.5 million in availability and bears interest at a fixed rate of 2.25% (until further notice) for any loan drawn under the overdraft facility and at rates to be agreed on a case-by-case basis for any other loans. Both facilities are secured by certain inventory held by mytheresa.com GmbH and certain contractual claims. The facilities are not guaranteed by and are non-recourse to us or any of our U.S. subsidiaries or affiliates. Each facility contains restrictive covenants prohibiting mytheresa.com GmbH from distributing or making available loan proceeds to any affiliates including us or any of our other subsidiaries and requiring mytheresa.com GmbH to maintain a minimum economic equity ratio. The agreements also contain usual and customary events of default, the occurrence of which may result in all outstanding amounts under the facility agreements becoming due and payable immediately. There is no scheduled amortization under either facility and neither facility has a specified maturity date. However, each lender may terminate its respective facility at any time provided that mytheresa.com GmbH is given a customary reasonable opportunity to secure alternative financing. As of July 28, 2018 , mytheresa.com GmbH had no outstanding borrowings, guarantees of $1.4 million , or €1.2 million , and unused commitments of $26.0 million , or €22.3 million . Senior Secured Term Loan Facility . We have a credit agreement and related security and other agreements for the $2,950.0 million Senior Secured Term Loan Facility. At July 28, 2018 , the outstanding balance under the Senior Secured Term Loan Facility was $2,810.2 million . The principal amount of the loans outstanding is due and payable in full on October 25, 2020. The Senior Secured Term Loan Facility permits 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. At July 28, 2018 , 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 28, 2018 . The interest rate on the outstanding borrowings pursuant to the Senior Secured Term Loan Facility was 5.34% at July 28, 2018 . 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 2018 and 2017 . 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 of $7.4 million , less certain voluntary and 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 28, 2018 , the assets of non-guarantor subsidiaries, primarily (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, aggregated $442.8 million , or 5.9% of consolidated total assets. All obligations under the Senior Secured Term Loan Facility, and the guarantees of those obligations, are secured, subject to certain significant exceptions described below, 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, a significant portion of the Company's owned real property and equipment and substantially all other tangible and intangible assets of the Company, Holdings and each subsidiary guarantor, but excluding, among other things, leasehold interests and the collateral described below; 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 . 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. At July 28, 2018, the redemption price at which we may redeem the Cash Pay Notes, in whole or in part, as set forth in the indenture governing the Cash Pay Notes, was 104.000% . The Cash Pay Notes mature on October 15, 2021. 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 . 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. At July 28, 2018, the outstanding balance under the PIK Toggle Notes was $ 658.4 million . 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. At July 28, 2018 , the redemption price at which we may redeem the PIK Toggle Notes, in whole or in part, as set forth in the indenture governing the PIK Toggle Notes, was 104.375% . 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. Prior to October 2018, interest on the PIK Toggle Notes, subject to certain restrictions, was payable (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. Cash Interest on the PIK Toggle Notes accrues at a rate of 8.75% per annum. PIK Interest on the PIK Toggle Notes accrued at a rate of 9.50% per annum. Interest on the PIK Toggle Notes was paid entirely in cash for the first seven interest payments. We elected to pay the October 2017 and April 2018 interest payments in the form of PIK Interest, which resulted in the issuance of additional PIK Toggle Notes of $28.5 million in October 2017 and $29.9 million in April 2018. We did not elect to pay interest in the form of PIK Interest or partial PIK Interest with respect to the interest payment due in October 2018. All future interest payments are required to be paid in Cash Interest. 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) the real property that constitutes collateral under the Senior Secured Credit Facilities, in each case, pursuant to 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. The 2028 Debentures are not guaranteed by any of NMG's subsidiaries. At July 28, 2018 , our subsidiaries consisted 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 us in conducting our 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 us in conducting our operations. The 2028 Debentures include certain restrictive covenants and a cross-acceleration provision in respect of any other indebtedness that has an aggregate principal amount exceeding $15.0 million . The 2028 Debentures mature on June 1, 2028. Maturities of Long-term Debt. At July 28, 2018 , annual maturities of long-term debt during the next five fiscal years and thereafter are as follows (in millions): 2019 $ 29.4 2020 29.4 2021 2,910.4 2022 1,618.4 2023 — Thereafter 122.9 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 year ended (in thousands) July 28, July 29, July 30, Asset-Based Revolving Credit Facility $ 6,395 $ 7,022 $ 3,104 mytheresa.com Credit Facilities 105 58 23 Senior Secured Term Loan Facility 138,030 130,129 124,775 Cash Pay Notes 76,800 76,800 76,800 PIK Toggle Notes 58,536 53,810 52,500 2028 Debentures 8,906 8,906 8,906 Amortization of debt issue costs 24,480 24,510 24,572 Capitalized interest (8,067 ) (6,270 ) (7,298 ) Other, net 2,256 703 2,214 Interest expense, net $ 307,441 $ 295,668 $ 285,596 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Jul. 28, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | DERIVATIVE FINANCIAL INSTRUMENTS Interest Rate Swaps. At July 28, 2018, we had outstanding floating rate debt obligations of $2,969.2 million . 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 4.9120% 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. The fair value of our interest rate swap agreements was a gain of $35.6 million at July 28, 2018 and $3.6 million at July 29, 2017, which amounts were included in other long-term assets. 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 other comprehensive earnings (loss) while the ineffective portion of such gains or losses will be recorded as a component of interest expense. In addition, we realize a gain or loss on our interest rate swap agreements in connection with each required interest payment on our floating rate indebtedness. The realized gains or losses effectively adjust the contractual interest requirements pursuant to the terms of our floating rate indebtedness to the interest requirements at the fixed rates established in the interest rate swap agreements. These realized gains or losses are reclassified to interest expense from accumulated other comprehensive loss. Interest Rate Caps. 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 capped 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. The interest rate cap agreements expired in December 2016. Gains and losses realized due to the expiration of applicable portions of the interest rate caps were reclassified to interest expense at the time our quarterly interest payments were made. A summary of the recorded amounts related to our interest rate swaps and interest rate caps reflected in our Consolidated Statements of Operations is as follows: Fiscal year ended (in thousands) July 28, 2018 July 29, 2017 July 30, 2016 Realized hedging losses related to interest rate swaps – included in net interest expense $ 860 $ 4,646 $ — Realized hedging losses related to interest rate caps – included in net interest expense — 1,424 576 Total $ 860 $ 6,070 $ 576 The amount of net gains recorded in accumulated other comprehensive loss at July 28, 2018 that is expected to be reclassified into interest expense in the next 12 months, if interest rates remain unchanged, is approximately $12.1 million . |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jul. 28, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The significant components of income tax benefit are as follows: Fiscal year ended (in thousands) July 28, July 29, July 30, Current: Federal $ (2,664 ) $ (38,337 ) $ (36,557 ) State 6,346 (8,567 ) (7,691 ) Foreign 2,836 926 5,948 6,518 (45,978 ) (38,300 ) Deferred: Federal (441,782 ) (148,359 ) (78,804 ) State (25,265 ) (22,357 ) (18,189 ) Foreign (1,536 ) (436 ) (5,848 ) (468,583 ) (171,152 ) (102,841 ) Income tax benefit $ (462,065 ) $ (217,130 ) $ (141,141 ) The significant components of earnings (loss) before income taxes are as follows: Fiscal year ended (in thousands) July 28, July 29, July 30, United States $ (220,014 ) $ (752,705 ) $ (542,310 ) Foreign 9,080 3,816 (4,941 ) Loss before income taxes $ (210,934 ) $ (748,889 ) $ (547,251 ) A reconciliation of income tax expense (benefit) to the amount calculated based on the federal and state statutory rates is as follows: Fiscal year ended (in thousands) July 28, July 29, July 30, Income tax benefit at statutory rate $ (56,741 ) $ (262,111 ) $ (191,538 ) Impact of Tax Reform (391,558 ) — — State income taxes, net of federal income tax benefit (9,752 ) (21,132 ) (15,480 ) Impact of non-deductible expenses, including goodwill impairment (1,765 ) 64,875 64,372 Tax benefit related to tax settlements and other changes in tax liabilities (130 ) (2,022 ) (554 ) Other (2,119 ) 3,260 2,059 Total $ (462,065 ) $ (217,130 ) $ (141,141 ) Effective tax rate 219.1 % 29.0 % 25.8 % Included in the income tax benefit recognized in fiscal year 2018 is the impact of the Tax Cuts and Jobs Act ("Tax Reform"), which was signed into law on December 22, 2017. Among numerous provisions included in the Tax Reform was the reduction of the corporate federal income tax rate from 35% to 21% effective January 1, 2018. As the effective date of the Tax Reform falls five months into our fiscal year, we are subject to a blended federal statutory rate of 26.9% in fiscal year 2018. In connection with our application of the new federal statutory rate, we have measured our long-term deferred income taxes at the new lower rate, which resulted in non-cash benefits aggregating $391.6 million in fiscal year 2018. 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 28, 2018. 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, if any, is not practicable because the calculation is complex and subject to significant volatility. Excluding the impact of the Tax Reform, our effective income tax rate of 33.4% on the loss for fiscal year 2018 exceeded the blended federal statutory rate of 26.9% due primarily to state and foreign income taxes. Our effective income tax rates of 29.0% and 25.8% on the losses for fiscal years 2017 and 2016 were less than the federal statutory tax rate of 35% . No income tax benefits exist related to the goodwill impairment charges of $196.2 million recorded in fiscal year 2017 and $199.2 million recorded in fiscal year 2016. Excluding the impact of the goodwill impairment charges, our effective income tax rates were 39.3% for fiscal year 2017 and 40.6% for fiscal year 2016, which exceeded the federal statutory tax rate due primarily to state income taxes. Significant components of our net deferred income tax asset (liability) are as follows: (in thousands) July 28, July 29, Deferred income tax assets: Accruals and reserves $ 28,415 $ 34,727 Employee benefits 111,312 179,565 Inventory 4,929 — Other 69,397 72,882 Total deferred tax assets $ 214,053 $ 287,174 Deferred income tax liabilities: Inventory $ — $ (13,264 ) Depreciation and amortization (204,524 ) (322,184 ) Intangible assets (694,483 ) (1,083,459 ) Other (22,600 ) (25,100 ) Total deferred tax liabilities (921,607 ) (1,444,007 ) Net deferred income tax liability $ (707,554 ) $ (1,156,833 ) The net deferred tax liability of $707.6 million at July 28, 2018 decreased from $1,156.8 million at July 29, 2017 . This decrease of $449.2 million was comprised primarily of (i) $391.6 million decrease due to remeasurement of deferred income taxes at the new lower federal statutory rate enacted as a result of Tax Reform and (ii) $43.1 million decrease in deferred tax liabilities related to intangible assets and depreciation and amortization. At July 28, 2018, the Company has gross U.S. federal net operating loss ("NOL") carryforwards of $85.0 million and credit carryforwards of $7.8 million . Gross state NOLs are $32.8 million and state credit carryforwards are $1.6 million . The federal NOLs and credit carryforwards will expire in 2037 while the state NOLs and credit carryforwards will expire beginning in 2021 through 2038, if not utilized. Subsequent to the enactment of Tax Reform, carryovers for losses generated after fiscal year 2017 are not subject to expiration. All NOLs are expected to be used prior to the end of the carryforward period. A gross net operating loss of $11.1 million exists in the foreign jurisdiction of Luxembourg. A full valuation allowance has been set up against the Luxembourg NOL. The Company assesses whether deferred tax assets should be recognized based upon the consideration of both positive and negative evidence. Although realization is not assured, the Company believes that the realization of the recognized deferred tax assets is more likely than not based on expectations of future taxable income. At July 28, 2018 , the gross amount of unrecognized tax benefits was $1.3 million ( $1.0 million of which would impact our effective tax rate, if recognized). We classify interest and penalties as a component of income tax expense (benefit) and our liability for accrued interest and penalties was $0.3 million at July 28, 2018 and $0.4 million at July 29, 2017 . A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: (in thousands) July 28, July 29, Balance at beginning of fiscal year $ 2,189 $ 3,661 Gross amount of decreases for prior year tax positions (879 ) (3,005 ) Gross amount of increases for current year tax positions — 1,533 Balance at end of fiscal year $ 1,310 $ 2,189 We file income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions. The Internal Revenue Service ("IRS") finalized its audits of our fiscal year 2012 and short-year 2013 (prior to the Acquisition) federal income tax returns and is conducting an audit of our short-year 2014 (subsequent to the Acquisition) and fiscal year 2015 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 2014. We believe our recorded tax liabilities as of July 28, 2018 are sufficient to cover any potential assessments made by the IRS or other taxing authorities 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. 28, 2018 | |
Retirement Benefits [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 $27.9 million in fiscal year 2018, $27.7 million in fiscal year 2017 and $28.0 million in fiscal year 2016. 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: (in thousands) July 28, July 29, Pension Plan: Projected benefit obligation $ 584,769 $ 620,900 Less: Plan assets (381,949 ) (380,163 ) Pension Plan, net 202,820 240,737 SERP Plan 98,814 112,739 Postretirement Plan 2,935 6,916 304,569 360,392 Less: current portion (6,441 ) (7,803 ) Long-term portion of benefit obligations $ 298,128 $ 352,589 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 2018 and 2017 are as follows: Pension Plan SERP Plan Postretirement Plan Fiscal years Fiscal years Fiscal years (in thousands) 2018 2017 2018 2017 2018 2017 Projected benefit obligations: Beginning of year $ 620,900 $ 683,493 $ 112,739 $ 118,484 $ 6,916 $ 8,600 Service cost — — — — 1 1 Interest cost 19,894 19,479 3,377 3,134 204 219 Actuarial gain (28,657 ) (56,329 ) (11,778 ) (3,270 ) (3,459 ) (1,006 ) Benefits paid, net (27,368 ) (25,743 ) (5,524 ) (5,609 ) (727 ) (898 ) End of year $ 584,769 $ 620,900 $ 98,814 $ 112,739 $ 2,935 $ 6,916 Cost of Benefits. The components of the expenses (income) we incurred under our Pension Plan, SERP Plan and Postretirement Plan are as follows: Fiscal year ended (in thousands) July 28, July 29, July 30, Pension Plan: Interest cost $ 19,894 $ 19,479 $ 21,716 Expected return on plan assets (21,585 ) (21,323 ) (23,229 ) Net amortization of losses 680 2,653 — Pension Plan (income) expense $ (1,011 ) $ 809 $ (1,513 ) SERP Plan: Interest cost $ 3,377 $ 3,134 $ 3,569 Net amortization of losses — 93 — SERP Plan expense $ 3,377 $ 3,227 $ 3,569 Postretirement Plan: Service cost $ 1 $ 1 $ 3 Interest cost 204 219 285 Net amortization of gains (720 ) (585 ) (582 ) Postretirement Plan income $ (515 ) $ (365 ) $ (294 ) 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 28, 2018 , the market related value of plan assets exceeded the fair value by $17.4 million . Actuarial Loss (Gain). Our projected benefit obligation is adjusted at the end of each fiscal year based upon updated assumptions as to discount rates (as further described below), differences between the actual and expected earnings on our Pension Plan assets, mortality assumptions and other factors. In fiscal year 2018, we decreased our obligations for our employee benefit plans for actuarial gains of $43.9 million ( $29.4 million net of taxes) primarily as a result of increases in applicable discount rates. 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 2019 $ 30,023 $ 6,088 $ 353 Fiscal year 2020 31,203 6,196 302 Fiscal year 2021 32,355 6,298 308 Fiscal year 2022 33,382 6,516 274 Fiscal year 2023 34,279 6,669 267 Fiscal years 2024-2028 181,570 33,346 1,027 Pension Plan Assets and Investment Valuations. Changes in the assets held by our Pension Plan in fiscal years 2018 and 2017 are as follows: Fiscal years (in thousands) 2018 2017 Fair value of assets at beginning of year $ 380,163 $ 383,817 Actual return on assets 3,954 11,389 Benefits paid (27,368 ) (25,743 ) Contributions 25,200 10,700 Fair value of assets at end of year $ 381,949 $ 380,163 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 2018 and 2017 and the target allocation for fiscal year 2019 , by asset category, are as follows: Pension Plan Allocation at Allocation at Target July 31, 2018 July 31, 2017 Equity securities 60 % 60 % 60 % Fixed income securities 40 % 40 % 40 % 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 and U.S. government securities are valued at fair value based on quoted market prices at year-end. 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, all of which are applied to 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 28, 2018 , certain of these investments were subject to restrictions on redemption frequency, ranging from daily 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 28, 2018 and July 29, 2017 . July 28, 2018 (in thousands) Level 1 Level 2 Level 3 Total Corporate debt securities $ — $ 70,940 $ — $ 70,940 Mutual funds 9,640 — — 9,640 U.S. government securities 69,966 — — 69,966 Other — 1,310 — 1,310 $ 79,606 $ 72,250 $ — Investments measured at net asset value: Common/collective trusts 137,324 Hedge funds 90,282 Limited partnership interests 2,487 Total investments at fair value $ 381,949 July 29, 2017 (in thousands) Level 1 Level 2 Level 3 Total Corporate debt securities $ — $ 102,013 $ — $ 102,013 Mutual funds 22,096 — — 22,096 U.S. government securities 26,041 — — 26,041 Other — 2,679 — 2,679 $ 48,137 $ 104,692 $ — Investments measured at net asset value: Common/collective trusts 66,156 Hedge funds 157,486 Limited partnership interests 3,692 Total investments at fair value $ 380,163 Funding Policy and Status. Our policy is to fund the Pension Plan at or above the minimum level required by law. We were required to make contributions to the Pension Plan of $25.2 million in fiscal year 2018 and $10.7 million in fiscal year 2017. As of July 28, 2018 , we believe we will be required to contribute $27.6 million to the Pension Plan in fiscal year 2019 . 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, 2018 July 31, 2017 July 31, 2016 Pension Plan: Discount rate 4.19 % 3.80 % 3.44 % Expected long-term rate of return on plan assets 5.50 % 5.50 % 5.50 % SERP Plan: Discount rate 4.16 % 3.69 % 3.30 % Postretirement Plan: Discount rate 4.03 % 3.71 % 3.33 % Initial health care cost trend rate 8.00 % 8.50 % 7.50 % Ultimate health care cost trend rate 5.00 % 5.00 % 5.00 % Discount Rate. The assumed discount rate utilized is based on a spot rate methodology in the estimation of the interest cost component of net periodic benefit cost, which uses the individual spot rates along the yield curve corresponding to benefit payments. 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 28, 2018 , the expected long-term rate of return on plan assets was 5.50% . 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 21 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 21 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. Employee Vacation Benefit Liability. Effective in fiscal year 2019, we changed our vacation policy. Pursuant to the provisions of our new vacation policy, vacation hours earned during each fiscal year must be taken during that fiscal year. Any accrued but unused vacation is forfeited at the end of the fiscal year subject to statutory requirements in certain states precluding such forfeitures. As a result of this policy change, our liability for unused vacation was reduced by $19.5 million , which benefit was recorded as a non-cash gain in fiscal year 2018 within selling, general and administrative expenses. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jul. 28, 2018 | |
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 one to 99 years and include renewal options ranging from five to 80 years. Rent expense and related occupancy costs under operating leases is as follows: Fiscal year ended (in thousands) July 28, July 29, July 30, Minimum rent $ 88,700 $ 81,700 $ 81,300 Contingent rent 20,800 20,400 21,900 Other occupancy costs 18,000 18,200 18,300 Amortization of deferred real estate credits (5,000 ) (4,200 ) (2,100 ) Total rent expense $ 122,500 $ 116,100 $ 119,400 Future minimum rental commitments (excluding renewal options) under non-cancelable leases for the next five fiscal years and thereafter are as follows (in thousands): 2019 $ 93,200 2020 81,100 2021 75,600 2022 71,800 2023 65,100 Thereafter 1,398,400 Employment, Benefits, and Consumer Class Actions Litigation . In August 2015, the National Labor Relations Board ("NLRB") affirmed an administrative law judge's recommended decision and order finding that the Company's Arbitration Agreement and class action waiver violated the National Labor Relations Act ("NLRA"). We filed our petition for review of the NLRB's order with the U.S. Court of Appeals for the Fifth Circuit. This case has been stayed while another similar case has been pending before the U.S. Supreme Court, which was decided on May 21, 2018 and held that class action waivers in arbitration agreements are lawful under the NLRA and must be enforced under the Federal Arbitration Act. On June 1, 2018, the NLRB filed a motion to remove this case from abeyance, grant our petition for review regarding the class action waiver issue consistent with the U.S. Supreme Court’s decision, and remand the remainder of the case to the NLRB. On June 11, 2018, the U.S. Court of Appeals for the Fifth Circuit granted the NLRB’s motion, and the remanded portion of the case is pending before the NLRB. The Company has several wage and hour putative class action matters pending in California. The earliest, filed in December 2015 and amended in February 2016, was filed against The Neiman Marcus Group, Inc. by Holly Attia and seven other named plaintiffs, seeking to certify a class of non-exempt employees for alleged violations 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 Attorneys General Act ("PAGA"), and all related damages for alleged violations (restitution, statutory penalties under PAGA, and attorneys' fees, interest and costs of suit). The case was removed to the U.S. District Court for the Central District of California in March 2016, and the Company filed a motion to compel arbitration and requested to stay the PAGA claim. In June 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. In October 2016, the court granted the plaintiffs' motion for reconsideration of the arbitration decision based on a recent decision by the Ninth Circuit Court of Appeals in Morris v. Ernst & Young, LLP , and reversed its order compelling arbitration. The Company appealed. The U.S. Supreme Court granted certiorari of the Morris decision, and the Ninth Circuit appeal is currently stayed pending the Supreme Court's decision. In June 2017, the district court stayed the entire case pending the Supreme Court’s decision in Morris . The parties reached an agreement in principle to settle this case, subject to court approval. The motion for preliminary approval of the settlement was filed with the court on July 24, 2018. On September 5, 2018, the district court preliminarily approved the settlement. The PAGA representative action filed by Xuan Hien Nguyen will be resolved in connection with the Attia settlement, as Nguyen and her claims have been amended into Attia . The PAGA representative action filed by Milca Connolly and the putative class and representative action filed by Ondrea Roces and Sophia Ahmed have been stayed pending the settlement approval process in Attia . On October 24, 2017, a putative class action complaint was filed against The Neiman Marcus Group LLC and the Company’s Health and Welfare Benefit Plan in the U.S. District Court for the Western District of Washington by a plan beneficiary alleging violations of the Federal Mental Health Parity Act and the Affordable Care Act through the Employment Retirement Income Security Act of 1974 (“ERISA”) in connection with the alleged failure to cover particular treatments for developmental health conditions. Plaintiffs have agreed not to pursue their class claims and the parties have agreed to a tentative settlement with the named plaintiff. On October 27, 2017, a putative class action complaint was filed against Neiman Marcus Group, Inc., The Neiman Marcus Group LLC, and Bergdorf Goodman, Inc. in the U.S. District Court for the Southern District of New York by Victor Lopez, an allegedly visually-impaired and legally blind individual, in connection with his visits to Bergdorf Goodman, Inc.’s website. Mr. Lopez alleges, on behalf of himself and those similarly situated, that Bergdorf Goodman, Inc.’s website is not fully and equally accessible to legally blind individuals, resulting in denial of access to the equal enjoyment of goods and services, in violation of the Americans with Disabilities Act and the New York State and City Human Rights Laws. The defendant Companies have filed a joint answer denying the claims. 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 that the Company lacks adequate information to support its comparative pricing labels. In September 2014, we removed the case to the U.S. District Court for the Central District of California. After dismissing Ms. Rubenstein’s original and first amended complaint, the court dismissed her second amended complaint in its entirety in May 2015, without leave to amend, and Ms. Rubenstein appealed. In April 2017, the Court of Appeal reversed, holding that Ms. Rubenstein’s allegations were sufficient to proceed past the pleadings stage of litigation. The case was transferred back to the district court. On September 7, 2017, the district court issued an order permitting Ms. Rubenstein to file a proposed Third Amended Complaint, which modifies the putative class period. Additionally, Ms. Rubenstein filed a motion for class certification, which was fully briefed by both parties. The parties reached an agreement in principle to settle the case, subject to court approval. A notice of settlement was filed, and the hearing on Ms. Rubenstein’s motion for class certification was vacated. On May 21, 2018, the court granted the motion for preliminary approval of the settlement and scheduled a final approval hearing for October 1, 2018. 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 condition, results of operations or cash flows. Cyber-Attack Class Actions Litigation. In January 2014, three class actions relating to a cyber-attack on our computer systems in 2013 (the "Cyber-Attack") were filed 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. 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 were voluntarily dismissed. 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, and the court granted the Company's motion on the grounds that the plaintiffs lacked standing due to their failure to demonstrate an actionable injury. Plaintiffs appealed the district court's order dismissing the case to the Seventh Circuit Court of Appeals, and the Seventh Circuit Court of Appeals reversed the district court's ruling, remanding the case back to the district court. The Company filed a petition for rehearing en banc, which the Seventh Circuit Court of Appeals denied. The Company filed a motion for dismissal on other grounds, which the court denied. The parties jointly requested, and the court granted, an extension of time for filing a responsive pleading, which was due on December 28, 2016. On February 9, 2017, the court denied the parties' request for another extension of time, dismissed the case without prejudice, and stated that plaintiffs could file a motion to reinstate. On March 8, 2017, plaintiffs filed a motion to reinstate, which the court granted on March 16, 2017. On March 17, 2017, plaintiffs filed a motion seeking preliminary approval of a class action settlement resolving this action, which the court granted on June 21, 2017. On August 21, 2017, plaintiffs moved for final approval of the proposed settlement. In September 2017, purported settlement class members filed two objections to the settlement, and plaintiffs and the Company filed responses to the objections on October 19, 2017. At the fairness hearing on October 26, 2017, the Court ordered supplemental briefing on the objections. Objectors filed a supplemental brief in support of their objections on November 9, 2017, and plaintiffs and the Company filed their supplemental responses to the objections on November 21, 2017. On January 16, 2018, an order was issued by the District Court reassigning the case to Judge Sharon Johnson Coleman due to the prior judge’s retirement. The motion for final approval of the settlement remains pending. 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 $1.8 million of irrevocable letters of credit and $3.4 million in surety bonds outstanding at July 28, 2018 , relating primarily to merchandise imports and state sales tax and utility requirements. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Jul. 28, 2018 | |
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 Gains on Financial Instruments Unfunded Benefit Obligations Total Balance, July 29, 2017 $ (11,600 ) $ 3,394 $ (55,225 ) $ (63,431 ) Other comprehensive earnings 4,444 18,423 17,831 40,698 Amounts reclassified from accumulated other comprehensive loss — 436 — 436 Balance, July 28, 2018 $ (7,156 ) $ 22,253 $ (37,394 ) $ (22,297 ) 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. 28, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Awards | STOCK-BASED AWARDS Incentive Plans. 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 pre-Acquisition 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 pre-Acquisition stock options was equal to the product of (a) the number of shares subject to the applicable pre-Acquisition 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 pre-Acquisition stock option was adjusted by dividing the original exercise price of the pre-Acquisition 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 pre-Acquisition 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 pre-Acquisition options. The Co-Invest Options contain sale and repurchase provisions. In September 2017, the Compensation Committee approved grants of non-qualified Co-Invest Options (the “New Co-Invest Options”) to certain continuing employees who previously held Co-Invest Options. The New Co-Invest Options have the effect of replacing the previous Co-Invest Options held by those employees, which were cancelled, and extending the expiration date to the ten th anniversary of the grant date. All other terms of the New Co-Invest Options remain unchanged from the terms of the cancelled Co-Invest Options. In the first quarter of fiscal year 2018, we recorded non-cash stock compensation expense aggregating $4.2 million related to the cancellation and replacement of the previous Co-Invest Options with the New Co-Invest Options. 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. In January 2018, the Compensation Committee determined that the exercise prices of certain time-vested 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 43,261 time-vested stock options to an exercise price of $500 per share. In the second quarter of fiscal year 2018, we recorded non-cash stock compensation expense aggregating $0.5 million related to the repricing of the time-vested stock options. In September 2016, the Compensation Committee determined that the exercise prices of certain time-vested and performance-vested 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 (1) a repricing of 18,225 time-vested and performance-vested stock options to an exercise price of $1,000 per share and (2) modifications to the performance metrics applicable to all performance-vested stock options. Accounting for Stock Options. Prior to an initial public offering ("IPO"), in the event the optionee ceases to be an employee of the Company, 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 on the date of such optionee's termination of employment and the exercise price. However, other than with respect to the Co-Invest Options and options held by our current and former Chief Executive Officers, 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 and certain options held by our former Chief Executive Officer ("Eligible Optionees") as variable awards using the liability method as these optionees could receive a cash settlement of their awards 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 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-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 (in thousands) July 28, July 29, Balance at beginning of fiscal year $ 168 $ 5,500 Stock option expense (benefit) 6,434 (2,337 ) Reclassifications from (to) equity 1,160 (2,995 ) Balance at end of fiscal year $ 7,762 $ 168 Outstanding Stock Options. A summary of stock option activity is as follows: Fiscal year ended July 28. 2018 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Outstanding at July 29, 2017 196,416 $ 854 Granted 91,106 522 Exercised (974 ) 180 Cancelled (40,406 ) 467 Forfeited (60,362 ) 983 Expired (2,274 ) 346 Outstanding at July 28, 2018 183,506 $ 597 6.6 Options exercisable at end of fiscal year 87,983 $ 490 5.2 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 July 28, July 29, July 30, Weighted average exercise price $ 566 $ 1,000 $ 1,205 Weighted term in years 5 5 5 Weighted average volatility 35.37 % 31.43 % 29.43 % Risk-free interest rate 2.47% - 2.80% 1.27% - 1.88% 1.33 % Dividend yield — — — Weighted average fair value $ 154 $ 149 $ 341 Expected volatility is based on estimates of implied volatility of our peer group. Restricted Stock. In October 2016, Parent approved grants of 26,954 restricted shares of common stock of Parent to certain executive officers and management employees. Subject to continued employment, shares of restricted stock will vest over three or four years in equal increments on each anniversary of December 1, 2016. Each year beginning in calendar 2017, subject to certain limitations, each recipient will have the ability to require Parent to acquire his or her vested shares (the "put right") during the 14 -day period following the release of the Company's earnings in respect of its first fiscal quarter (such period, the "put period") for a purchase price equal to the fair market value of Parent's common stock at the beginning of the put period. Except as described below with respect to our current and former Chief Executive Officers, a recipient will forfeit all unvested shares of restricted stock and may not exercise the put right with respect to any vested shares following the termination of his or her employment for any reason. Following a voluntary departure without good reason or a termination for cause, we have the right to repurchase any vested shares of restricted stock at par value ( $0.001 per share). In connection with the hire of our Chief Executive Officer, Parent approved a grant of 8,000 restricted shares of common stock of Parent. Subject to his continued employment, shares of restricted stock will vest over four years in equal increments on each anniversary of February 12, 2018. If Parent’s majority stockholders sell a percentage of their stock in Parent, subject to certain limitations, our Chief Executive Officer will have a put right with respect to an equal percentage of his total shares (or, if less, the number of his vested shares) during the put period for a purchase price equal to the fair market value of Parent's common stock at the beginning of the put period. Our Chief Executive Officer will forfeit all unvested shares of restricted stock upon his termination of employment. Our Chief Executive Officer will have the ability to exercise the put right with respect to vested shares in the first put period following his termination by the Company without cause, his voluntary termination for good reason or his termination due to the Company not renewing his employment agreement. Following a termination for cause, we have the right to repurchase any vested shares of restricted stock at par value ( $0.001 per share). In connection with the retirement of our former Chief Executive Officer, effective in February 2018, all unvested shares of restricted stock that would have vested in the 12 -month period following the date of such termination of employment were accelerated and vested. Our former Chief Executive Officer will have the ability to exercise the put right with respect to vested shares in the first put period following her retirement. In connection with the hire of our Chief Financial Officer, Parent approved a grant of 2,500 restricted shares of common stock of Parent. Subject to his continued employment, shares of restricted stock will vest over four years in equal increments on each anniversary of April 23, 2018. If Parent’s majority stockholders sell a percentage of their stock in Parent, subject to certain limitations, our Chief Financial Officer will have a put right with respect to an equal percentage of 750 of his total shares (or, if less, the number of his vested shares) during the put period for a purchase price equal to the fair market value of Parent's common stock at the beginning of the put period. Additionally, in May 2018, Parent approved a grant of 850 restricted shares of common stock of Parent to certain members of the Parent Board. Subject to their continued board service, shares of restricted stock will vest over four years in equal increments on each anniversary of May 22, 2018. No put right has been provided related to the restricted shares awarded to members of the Parent Board. The recorded liability with respect to unvested restricted shares was $1.0 million at July 28, 2018 and $1.2 million at July 29, 2017. Outstanding Restricted Shares. A summary of restricted share activity is as follows: Fiscal year ended July 28, 2018 Unvested Shares Weighted Average Grant Date Fair Value Outstanding at July 29, 2017 21,355 $ 768 Granted 11,350 268 Vested (6,349 ) 768 Forfeited (6,533 ) 768 Outstanding at July 28, 2018 19,823 $ 482 Stock Compensation Expense (Benefit). The following table summarizes our stock-based compensation expense (benefit): Fiscal year ended (in thousands) July 28, July 29, July 30, Stock compensation expense (benefit): Stock options $ 6,434 $ (2,337 ) $ (10,373 ) Restricted stock 1,891 1,177 — Total $ 8,325 $ (1,160 ) $ (10,373 ) |
REVENUES
REVENUES | 12 Months Ended |
Jul. 28, 2018 | |
Segment Reporting [Abstract] | |
Revenues | REVENUES The following table represents our revenues by merchandise category as a percentage of revenues: Fiscal year ended July 28, July 29, July 30, Women’s Apparel 31 % 32 % 32 % Women’s Shoes, Handbags and Accessories 30 29 28 Men’s Apparel and Shoes 12 12 12 Cosmetics and Fragrances 12 12 11 Designer and Precious Jewelry 9 9 10 Home Furnishings and Decor 5 5 5 Other 1 1 2 100 % 100 % 100 % |
OTHER EXPENSES
OTHER EXPENSES | 12 Months Ended |
Jul. 28, 2018 | |
Other Income and Expenses [Abstract] | |
Other Expenses | OTHER EXPENSES Other expenses consists of the following components: Fiscal year ended (in thousands) July 28, July 29, July 30, Expenses incurred in connection with strategic initiatives $ 23,303 $ 21,347 $ 24,318 Expenses related to store closures 7,996 2,585 — Expenses related to Cyber-Attack, net of insurance recoveries 1,100 1,500 1,032 MyTheresa acquisition costs — 3,286 4,443 Net gain from facility closure — — (5,577 ) Other expenses 5,322 1,012 2,911 Total $ 37,721 $ 29,730 $ 27,127 We incurred professional fees and other costs aggregating $23.3 million in fiscal year 2018, $21.3 million in fiscal year 2017 and $24.3 million in fiscal year 2016 in connection with the review of our resources and organizational processes, implementation of our integrated merchandising and distribution system and the evaluation of potential strategic alternatives. In connection with the review of our resources and organizational processes, we eliminated approximately 315 positions in fiscal year 2017 and approximately 500 positions in fiscal year 2016 across our stores, divisions and facilities. During fiscal year 2017, we began a process to assess our Last Call footprint and closed four of our Last Call stores. In fiscal year 2018, we closed 14 additional Last Call stores in order to optimize our Last Call store portfolio. We incurred expenses related to these store closures, which primarily consisted of severance and store closing costs, of $8.0 million in fiscal year 2018 and $2.6 million in fiscal year 2017. We discovered in January 2014 that malicious software was clandestinely installed on our computer systems ("the Cyber-Attack"). We incurred legal and other expenses in connection with the Cyber-Attack of $1.1 million in fiscal year 2018, $1.5 million in fiscal year 2017 and $1.0 million in fiscal year 2016. 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. In connection with the retirement of our former Chief Executive Officer and President, we incurred expenses of approximately $5.3 million in fiscal year 2018. 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. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes) | 12 Months Ended |
Jul. 28, 2018 | |
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 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 7 . 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. At July 28, 2018, the Company’s non-guarantor subsidiaries under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes consisted 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. July 28, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 33,121 $ 683 $ 4,706 $ — $ 38,510 Credit card receivables — 30,551 — 3,138 — 33,689 Merchandise inventories — 844,429 145,967 125,443 — 1,115,839 Other current assets — 111,279 10,348 2,781 (586 ) 123,822 Total current assets — 1,019,380 156,998 136,068 (586 ) 1,311,860 Property and equipment, net — 1,327,509 138,740 103,655 — 1,569,904 Intangible assets, net — 459,512 2,203,322 72,469 — 2,735,303 Goodwill — 1,338,843 414,402 130,624 — 1,883,869 Other long-term assets — 43,863 1,104 — — 44,967 Investments in subsidiaries 759,181 3,194,802 — — (3,953,983 ) — Total assets $ 759,181 $ 7,383,909 $ 2,914,566 $ 442,816 $ (3,954,569 ) $ 7,545,903 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 281,488 $ — $ 37,481 $ — $ 318,969 Accrued liabilities — 406,072 69,979 35,824 (586 ) 511,289 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 716,986 69,979 73,305 (586 ) 859,684 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,623,152 — — — 4,623,152 Deferred income taxes — 694,848 — 12,706 — 707,554 Other long-term liabilities — 589,742 7,390 (800 ) — 596,332 Total long-term liabilities — 5,907,742 7,390 11,906 — 5,927,038 Total member equity 759,181 759,181 2,837,197 357,605 (3,953,983 ) 759,181 Total liabilities and member equity $ 759,181 $ 7,383,909 $ 2,914,566 $ 442,816 $ (3,954,569 ) $ 7,545,903 July 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 28,301 $ 649 $ 20,289 $ — $ 49,239 Credit card receivables — 35,091 — 3,745 — 38,836 Merchandise inventories — 915,910 151,193 86,554 — 1,153,657 Other current assets — 135,174 9,956 1,896 (587 ) 146,439 Total current assets — 1,114,476 161,798 112,484 (587 ) 1,388,171 Property and equipment, net — 1,333,487 149,932 103,542 — 1,586,961 Intangible assets, net — 509,757 2,249,290 72,369 — 2,831,416 Goodwill — 1,338,844 414,402 127,648 — 1,880,894 Other long-term assets — 14,384 1,690 — — 16,074 Investments in subsidiaries 466,652 3,239,816 — — (3,706,468 ) — Total assets $ 466,652 $ 7,550,764 $ 2,977,112 $ 416,043 $ (3,707,055 ) $ 7,703,516 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 288,079 $ — $ 28,751 $ — $ 316,830 Accrued liabilities — 350,773 74,832 31,919 (587 ) 456,937 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 668,278 74,832 60,670 (587 ) 803,193 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,675,540 — — — 4,675,540 Deferred income taxes — 1,144,022 — 12,811 — 1,156,833 Other long-term liabilities — 596,272 5,379 (353 ) — 601,298 Total long-term liabilities — 6,415,834 5,379 12,458 — 6,433,671 Total member equity 466,652 466,652 2,896,901 342,915 (3,706,468 ) 466,652 Total liabilities and member equity $ 466,652 $ 7,550,764 $ 2,977,112 $ 416,043 $ (3,707,055 ) $ 7,703,516 Fiscal year ended July 28, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,770,909 $ 765,401 $ 364,134 $ — $ 4,900,444 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,559,212 523,251 238,290 — 3,320,753 Selling, general and administrative expenses (excluding depreciation) — 941,192 137,133 101,316 — 1,179,641 Income from credit card program — (41,256 ) (5,105 ) — — (46,361 ) Depreciation expense — 190,138 16,311 8,003 — 214,452 Amortization of intangible assets and favorable lease commitments — 50,140 45,969 1,622 — 97,731 Other expenses (income) — 37,721 — — — 37,721 Operating earnings (loss) — 33,762 47,842 14,903 — 96,507 Interest expense (income), net — 307,379 — 62 — 307,441 Intercompany royalty charges (income) — 178,229 (178,229 ) — — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — — 490,744 — Earnings (loss) before income taxes 251,131 (212,233 ) 226,071 14,841 (490,744 ) (210,934 ) Income tax expense (benefit) — (463,364 ) — 1,299 — (462,065 ) Net earnings (loss) $ 251,131 $ 251,131 $ 226,071 $ 13,542 $ (490,744 ) $ 251,131 Total other comprehensive earnings (loss), net of tax 41,134 36,690 — 4,444 (41,134 ) 41,134 Total comprehensive earnings (loss) $ 292,265 $ 287,821 $ 226,071 $ 17,986 $ (531,878 ) $ 292,265 Fiscal year ended July 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,708,882 $ 731,503 $ 265,608 $ — $ 4,705,993 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,534,910 512,362 172,755 — 3,220,027 Selling, general and administrative expenses (excluding depreciation) — 921,195 133,108 75,006 — 1,129,309 Income from credit card program — (54,623 ) (5,459 ) — — (60,082 ) Depreciation expense — 205,993 16,214 3,256 — 225,463 Amortization of intangible assets and favorable lease commitments — 54,640 46,379 3,012 — 104,031 Other expenses (income) — 28,015 — 1,715 — 29,730 Impairment charges — 510,736 — — — 510,736 Operating earnings (loss) — (491,984 ) 28,899 9,864 — (453,221 ) Interest expense (income), net — 295,717 — (49 ) — 295,668 Intercompany royalty charges (income) — 150,719 (150,719 ) — — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — — (342,718 ) — Earnings (loss) before income taxes (531,759 ) (749,379 ) 179,618 9,913 342,718 (748,889 ) Income tax expense (benefit) — (217,620 ) — 490 — (217,130 ) Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 179,618 $ 9,423 $ 342,718 $ (531,759 ) Total other comprehensive earnings (loss), net of tax 52,410 44,842 — 7,568 (52,410 ) 52,410 Total comprehensive earnings (loss) $ (479,349 ) $ (486,917 ) $ 179,618 $ 16,991 $ 290,308 $ (479,349 ) Fiscal year ended July 30, 2016 (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 (income) — 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 (income), net — 285,381 (8,080 ) 8,295 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — — (201,471 ) — Earnings (loss) before income taxes (406,110 ) (547,352 ) 210,254 (5,514 ) 201,471 (547,251 ) Income tax expense (benefit) — (141,242 ) — 101 — (141,141 ) Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 210,254 $ (5,615 ) $ 201,471 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) — (2,282 ) 64,613 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (468,441 ) $ 210,254 $ (7,897 ) $ 266,084 $ (470,723 ) Fiscal year ended July 28, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ 251,131 $ 251,131 $ 226,071 $ 13,542 $ (490,744 ) $ 251,131 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 264,758 62,280 9,625 — 336,663 Deferred income taxes — (466,925 ) — (1,658 ) — (468,583 ) Payment-in-kind interest — 41,755 — — — 41,755 Other — 4,959 2,597 (233 ) — 7,323 Intercompany royalty income payable (receivable) — 178,229 (178,229 ) — — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — — 490,744 — Changes in operating assets and liabilities, net — 265,324 (106,897 ) (29,504 ) — 128,923 Net cash provided by (used for) operating activities — 299,618 5,822 (8,228 ) — 297,212 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (160,774 ) (5,788 ) (8,034 ) — (174,596 ) Net cash provided by (used for) investing activities — (160,774 ) (5,788 ) (8,034 ) — (174,596 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under revolving credit facilities — 1,041,000 — 46,915 — 1,087,915 Repayment of borrowings — (1,174,426 ) — (46,915 ) — (1,221,341 ) Repurchase of stock — (266 ) — — — (266 ) Shares withheld for remittance of employee taxes — (332 ) — — — (332 ) Net cash provided by (used for) financing activities — (134,024 ) — — — (134,024 ) Effect of exchange rate changes on cash and cash equivalents — — — 679 — 679 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 4,820 34 (15,583 ) — (10,729 ) Beginning balance — 28,301 649 20,289 — 49,239 Ending balance $ — $ 33,121 $ 683 $ 4,706 $ — $ 38,510 Fiscal year ended July 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 179,618 $ 9,423 $ 342,718 $ (531,759 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 285,143 62,593 6,268 — 354,004 Impairment charges — 510,736 — — — 510,736 Deferred income taxes — (172,611 ) — 1,459 — (171,152 ) Payment-in-kind interest — 16,599 — — — 16,599 Other — (5,172 ) 2,400 (472 ) — (3,244 ) Intercompany royalty income payable (receivable) — 150,719 (150,719 ) — — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — — (342,718 ) — Changes in operating assets and liabilities, net — 59,095 (67,800 ) (19,505 ) — (28,210 ) Net cash provided by (used for) operating activities — 123,709 26,092 (2,827 ) — 146,974 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (171,372 ) (26,379 ) (6,885 ) — (204,636 ) Investment in subsidiaries — (27,042 ) — 27,042 — — Net cash provided by (used for) investing activities — (198,414 ) (26,379 ) 20,157 — (204,636 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 889,000 — — — 889,000 Repayment of borrowings — (820,426 ) — — — (820,426 ) 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 — 63,215 — (22,857 ) — 40,358 Effect of exchange rate changes on cash and cash equivalents — — — 4,700 — 4,700 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (11,490 ) (287 ) (827 ) — (12,604 ) Beginning balance — 39,791 936 21,116 — 61,843 Ending balance $ — $ 28,301 $ 649 $ 20,289 $ — $ 49,239 Fiscal year ended July 30, 2016 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 210,254 $ (5,615 ) $ 201,471 $ (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 — (18,505 ) (8,663 ) 15,223 — (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — — (201,471 ) — 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 revolving credit facilities — 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 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 July 28, 2018 , 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 29, 2017 and as of July 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 16 . The difference in net earnings (loss) of the unrestricted subsidiaries for the fiscal year ended July 28, 2018 compared to the net earnings (loss) of the non-guarantor subsidiaries for such periods, as presented in the tables above in this Note 16 , consisted primarily of a net interest income of approximately $ 1.5 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) July 28, 2018 July 29, 2017 Total assets $ 442,748 $ 415,974 Net assets 146,300 137,661 Fiscal year ended (in thousands) July 28, 2018 July 29, 2017 Revenues $ 364,134 $ 265,608 Net earnings 7,490 3,700 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. The 2028 Debentures are not guaranteed by any of NMG's subsidiaries. At July 28, 2018, NMG’s subsidiaries consisted 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 16 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, NMG and NMG's subsidiaries (none of which are guarantors 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 28, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 33,121 $ 5,389 $ — $ 38,510 Credit card receivables — 30,551 3,138 — 33,689 Merchandise inventories — 844,429 271,410 — 1,115,839 Other current assets — 111,279 13,129 (586 ) 123,822 Total current assets — 1,019,380 293,066 (586 ) 1,311,860 Property and equipment, net — 1,327,509 242,395 — 1,569,904 Intangible assets, net — 459,512 2,275,791 — 2,735,303 Goodwill — 1,338,843 545,026 — 1,883,869 Other long-term assets — 43,863 1,104 — 44,967 Investments in subsidiaries 759,181 3,194,802 — (3,953,983 ) — Total assets $ 759,181 $ 7,383,909 $ 3,357,382 $ (3,954,569 ) $ 7,545,903 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 281,488 $ 37,481 $ — $ 318,969 Accrued liabilities — 406,072 105,803 (586 ) 511,289 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 716,986 143,284 (586 ) 859,684 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,623,152 — — 4,623,152 Deferred income taxes — 694,848 12,706 — 707,554 Other long-term liabilities — 589,742 6,590 — 596,332 Total long-term liabilities — 5,907,742 19,296 — 5,927,038 Total member equity 759,181 759,181 3,194,802 (3,953,983 ) 759,181 Total liabilities and member equity $ 759,181 $ 7,383,909 $ 3,357,382 $ (3,954,569 ) $ 7,545,903 July 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 28,301 $ 20,938 $ — $ 49,239 Credit card receivables — 35,091 3,745 — 38,836 Merchandise inventories — 915,910 237,747 — 1,153,657 Other current assets — 135,174 11,852 (587 ) 146,439 Total current assets — 1,114,476 274,282 (587 ) 1,388,171 Property and equipment, net — 1,333,487 253,474 — 1,586,961 Intangible assets, net — 509,757 2,321,659 — 2,831,416 Goodwill — 1,338,844 542,050 — 1,880,894 Other long-term assets — 14,384 1,690 — 16,074 Investments in subsidiaries 466,652 3,239,816 — (3,706,468 ) — Total assets $ 466,652 $ 7,550,764 $ 3,393,155 $ (3,707,055 ) $ 7,703,516 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 288,079 $ 28,751 $ — $ 316,830 Accrued liabilities — 350,773 106,751 (587 ) 456,937 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 668,278 135,502 (587 ) 803,193 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,675,540 — — 4,675,540 Deferred income taxes — 1,144,022 12,811 — 1,156,833 Other long-term liabilities — 596,272 5,026 — 601,298 Total long-term liabilities — 6,415,834 17,837 — 6,433,671 Total member equity 466,652 466,652 3,239,816 (3,706,468 ) 466,652 Total liabilities and member equity $ 466,652 $ 7,550,764 $ 3,393,155 $ (3,707,055 ) $ 7,703,516 Fiscal year ended July 28, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,770,909 $ 1,129,535 $ — $ 4,900,444 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,559,212 761,541 — 3,320,753 Selling, general and administrative expenses (excluding depreciation) — 941,192 238,449 — 1,179,641 Income from credit card program — (41,256 ) (5,105 ) — (46,361 ) Depreciation expense — 190,138 24,314 — 214,452 Amortization of intangible assets and favorable lease commitments — 50,140 47,591 — 97,731 Other expenses (income) — 37,721 — — 37,721 Operating earnings (loss) — 33,762 62,745 — 96,507 Interest expense (income), net — 307,379 62 — 307,441 Intercompany royalty charges (income) — 178,229 (178,229 ) — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — 490,744 — Earnings (loss) before income taxes 251,131 (212,233 ) 240,912 (490,744 ) (210,934 ) Income tax expense (benefit) — (463,364 ) 1,299 — (462,065 ) Net earnings (loss) $ 251,131 $ 251,131 $ 239,613 $ (490,744 ) $ 251,131 Total other comprehensive earnings (loss), net of tax 41,134 36,690 4,444 (41,134 ) 41,134 Total comprehensive earnings (loss) $ 292,265 $ 287,821 $ 244,057 $ (531,878 ) $ 292,265 Fiscal year ended July 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,708,882 $ 997,111 $ — $ 4,705,993 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,534,910 685,117 — 3,220,027 Selling, general and administrative expenses (excluding depreciation) — 921,195 208,114 — 1,129,309 Income from credit card program — (54,623 ) (5,459 ) — (60,082 ) Depreciation expense — 205,993 19,470 — 225,463 Amortization of intangible assets and favorable lease commitments — 54,640 49,391 — 104,031 Other expenses (income) — 28,015 1,715 — 29,730 Impairment charges — 510,736 — — 510,736 Operating earnings (loss) — (491,984 ) 38,763 — (453,221 ) Interest expense (income), net — 295,717 (49 ) — 295,668 Intercompany royalty charges (income) — 150,719 (150,719 ) — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — (342,718 ) — Earnings (loss) before income taxes (531,759 ) (749,379 ) 189,531 342,718 (748,889 ) Income tax expense (benefit) — (217,620 ) 490 — (217,130 ) Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 189,041 $ 342,718 $ (531,759 ) Total other comprehensive earnings (loss), net of tax 52,410 44,842 7,568 (52,410 ) 52,410 Total comprehensive earnings (loss) $ (479,349 ) $ (486,917 ) $ 196,609 $ 290,308 $ (479,349 ) Fiscal year ended July 30, 2016 (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 (income) — 22,283 4,844 — 27,127 Impairment charges — 466,155 — — 466,155 Operating earnings (loss) — (316,325 ) 54,670 — (261,655 ) Interest expense (income), net — 285,381 215 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — (201,471 ) — Earnings (loss) before income taxes (406,110 ) (547,352 ) 204,740 201,471 (547,251 ) Income tax expense (benefit) — (141,242 ) 101 — (141,141 ) Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 204,639 $ 201,471 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) (2,282 ) 64,613 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (468,441 ) $ 202,357 $ 266,084 $ (470,723 ) Fiscal year ended July 28, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ 251,131 $ 251,131 $ 239,613 $ (490,744 ) $ 251,131 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 264,758 71,905 — 336,663 Deferred income taxes — (466,925 ) (1,658 ) — (468,583 ) Payment-in-kind interest — 41,755 — — 41,755 Other — 4,959 2,364 — 7,323 Intercompany royalty income payable (receivable) — 178,229 (178,229 ) — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — 490,744 — Changes in operating assets and liabilities, net — 265,324 (136,401 ) — 128,923 Net cash provided by (used for) operating activities — 299,618 (2,406 ) — 297,212 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (160,774 ) (13,822 ) — (174,596 ) Net cash provided by (used for) investing activities — (160,774 ) (13,822 ) — (174,596 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under revolving credit facilities — 1,041,000 46,915 — 1,087,915 Repayment of borrowings — (1,174,426 ) (46,915 ) — (1,221,341 ) Repurchase of stock — (266 ) — — (266 ) Shares withheld for remittance of employee taxes — (332 ) — — (332 ) Net cash provided by (used for) financing activities — (134,024 ) — — (134,024 ) Effect of exchange rate changes on cash and cash equivalents — — 679 — 679 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 4,820 (15,549 ) — (10,729 ) Beginning balance — 28,301 20,938 — 49,239 Ending balance $ — $ 33,121 $ 5,389 $ — $ 38,510 Fiscal year ended July 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 189,041 $ 342,718 $ (531,759 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 285,143 68,861 — 354,004 Impairment charges — 510,736 — — 510,736 Deferred income taxes — (172,611 ) 1,459 — (171,152 ) Payment-in-kind interest — 16,599 — 16,599 Other — (5,172 ) 1,928 — (3,244 ) Intercompany royalty income payable (receivable) — 150,719 (150,719 ) — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — (342,718 ) — Changes in operating assets and liabilities, net — 59,095 (87,305 ) — (28,210 ) Net cash provided by (used for) operating activities — 123,709 23,265 — 146,974 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (171,372 ) (33,264 ) — (204,636 ) Investment in subsidiaries — (27,042 ) 27,042 — — Net cash provided by (used for) investing activities — (198,414 ) (6,222 ) — (204,636 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 889,000 — — 889,000 Repayment of borrowings — (820,426 ) — — (820,426 ) 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 — 63,215 (22,857 ) — 40,358 Effect of exchange rate changes on cash and cash equivalents — — 4,700 — 4,700 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (11,490 ) (1,114 ) — (12,604 ) Beginning balance — 39,791 22,052 — 61,843 Ending balance $ — $ 28,301 $ 20,938 $ — $ 49,239 Fiscal year ended July 30, 2016 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 204,639 $ 201,471 $ (406,110 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) 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 — (18,505 ) 6,560 — (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — (201,471 ) — Changes in operating assets and liabilities, net — 126,863 (124,159 ) — 2,704 Net cash provided by (used for) 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 provided by (used for) investing activities — (284,298 ) (18,043 ) — (302,341 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 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 |
CONDENSED CONSOLIDATING FINAN25
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 2028 Debentures) | 12 Months Ended |
Jul. 28, 2018 | |
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 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 7 . 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. At July 28, 2018, the Company’s non-guarantor subsidiaries under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes consisted 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. July 28, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 33,121 $ 683 $ 4,706 $ — $ 38,510 Credit card receivables — 30,551 — 3,138 — 33,689 Merchandise inventories — 844,429 145,967 125,443 — 1,115,839 Other current assets — 111,279 10,348 2,781 (586 ) 123,822 Total current assets — 1,019,380 156,998 136,068 (586 ) 1,311,860 Property and equipment, net — 1,327,509 138,740 103,655 — 1,569,904 Intangible assets, net — 459,512 2,203,322 72,469 — 2,735,303 Goodwill — 1,338,843 414,402 130,624 — 1,883,869 Other long-term assets — 43,863 1,104 — — 44,967 Investments in subsidiaries 759,181 3,194,802 — — (3,953,983 ) — Total assets $ 759,181 $ 7,383,909 $ 2,914,566 $ 442,816 $ (3,954,569 ) $ 7,545,903 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 281,488 $ — $ 37,481 $ — $ 318,969 Accrued liabilities — 406,072 69,979 35,824 (586 ) 511,289 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 716,986 69,979 73,305 (586 ) 859,684 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,623,152 — — — 4,623,152 Deferred income taxes — 694,848 — 12,706 — 707,554 Other long-term liabilities — 589,742 7,390 (800 ) — 596,332 Total long-term liabilities — 5,907,742 7,390 11,906 — 5,927,038 Total member equity 759,181 759,181 2,837,197 357,605 (3,953,983 ) 759,181 Total liabilities and member equity $ 759,181 $ 7,383,909 $ 2,914,566 $ 442,816 $ (3,954,569 ) $ 7,545,903 July 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 28,301 $ 649 $ 20,289 $ — $ 49,239 Credit card receivables — 35,091 — 3,745 — 38,836 Merchandise inventories — 915,910 151,193 86,554 — 1,153,657 Other current assets — 135,174 9,956 1,896 (587 ) 146,439 Total current assets — 1,114,476 161,798 112,484 (587 ) 1,388,171 Property and equipment, net — 1,333,487 149,932 103,542 — 1,586,961 Intangible assets, net — 509,757 2,249,290 72,369 — 2,831,416 Goodwill — 1,338,844 414,402 127,648 — 1,880,894 Other long-term assets — 14,384 1,690 — — 16,074 Investments in subsidiaries 466,652 3,239,816 — — (3,706,468 ) — Total assets $ 466,652 $ 7,550,764 $ 2,977,112 $ 416,043 $ (3,707,055 ) $ 7,703,516 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 288,079 $ — $ 28,751 $ — $ 316,830 Accrued liabilities — 350,773 74,832 31,919 (587 ) 456,937 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 668,278 74,832 60,670 (587 ) 803,193 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,675,540 — — — 4,675,540 Deferred income taxes — 1,144,022 — 12,811 — 1,156,833 Other long-term liabilities — 596,272 5,379 (353 ) — 601,298 Total long-term liabilities — 6,415,834 5,379 12,458 — 6,433,671 Total member equity 466,652 466,652 2,896,901 342,915 (3,706,468 ) 466,652 Total liabilities and member equity $ 466,652 $ 7,550,764 $ 2,977,112 $ 416,043 $ (3,707,055 ) $ 7,703,516 Fiscal year ended July 28, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,770,909 $ 765,401 $ 364,134 $ — $ 4,900,444 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,559,212 523,251 238,290 — 3,320,753 Selling, general and administrative expenses (excluding depreciation) — 941,192 137,133 101,316 — 1,179,641 Income from credit card program — (41,256 ) (5,105 ) — — (46,361 ) Depreciation expense — 190,138 16,311 8,003 — 214,452 Amortization of intangible assets and favorable lease commitments — 50,140 45,969 1,622 — 97,731 Other expenses (income) — 37,721 — — — 37,721 Operating earnings (loss) — 33,762 47,842 14,903 — 96,507 Interest expense (income), net — 307,379 — 62 — 307,441 Intercompany royalty charges (income) — 178,229 (178,229 ) — — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — — 490,744 — Earnings (loss) before income taxes 251,131 (212,233 ) 226,071 14,841 (490,744 ) (210,934 ) Income tax expense (benefit) — (463,364 ) — 1,299 — (462,065 ) Net earnings (loss) $ 251,131 $ 251,131 $ 226,071 $ 13,542 $ (490,744 ) $ 251,131 Total other comprehensive earnings (loss), net of tax 41,134 36,690 — 4,444 (41,134 ) 41,134 Total comprehensive earnings (loss) $ 292,265 $ 287,821 $ 226,071 $ 17,986 $ (531,878 ) $ 292,265 Fiscal year ended July 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,708,882 $ 731,503 $ 265,608 $ — $ 4,705,993 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,534,910 512,362 172,755 — 3,220,027 Selling, general and administrative expenses (excluding depreciation) — 921,195 133,108 75,006 — 1,129,309 Income from credit card program — (54,623 ) (5,459 ) — — (60,082 ) Depreciation expense — 205,993 16,214 3,256 — 225,463 Amortization of intangible assets and favorable lease commitments — 54,640 46,379 3,012 — 104,031 Other expenses (income) — 28,015 — 1,715 — 29,730 Impairment charges — 510,736 — — — 510,736 Operating earnings (loss) — (491,984 ) 28,899 9,864 — (453,221 ) Interest expense (income), net — 295,717 — (49 ) — 295,668 Intercompany royalty charges (income) — 150,719 (150,719 ) — — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — — (342,718 ) — Earnings (loss) before income taxes (531,759 ) (749,379 ) 179,618 9,913 342,718 (748,889 ) Income tax expense (benefit) — (217,620 ) — 490 — (217,130 ) Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 179,618 $ 9,423 $ 342,718 $ (531,759 ) Total other comprehensive earnings (loss), net of tax 52,410 44,842 — 7,568 (52,410 ) 52,410 Total comprehensive earnings (loss) $ (479,349 ) $ (486,917 ) $ 179,618 $ 16,991 $ 290,308 $ (479,349 ) Fiscal year ended July 30, 2016 (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 (income) — 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 (income), net — 285,381 (8,080 ) 8,295 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — — (201,471 ) — Earnings (loss) before income taxes (406,110 ) (547,352 ) 210,254 (5,514 ) 201,471 (547,251 ) Income tax expense (benefit) — (141,242 ) — 101 — (141,141 ) Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 210,254 $ (5,615 ) $ 201,471 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) — (2,282 ) 64,613 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (468,441 ) $ 210,254 $ (7,897 ) $ 266,084 $ (470,723 ) Fiscal year ended July 28, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ 251,131 $ 251,131 $ 226,071 $ 13,542 $ (490,744 ) $ 251,131 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 264,758 62,280 9,625 — 336,663 Deferred income taxes — (466,925 ) — (1,658 ) — (468,583 ) Payment-in-kind interest — 41,755 — — — 41,755 Other — 4,959 2,597 (233 ) — 7,323 Intercompany royalty income payable (receivable) — 178,229 (178,229 ) — — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — — 490,744 — Changes in operating assets and liabilities, net — 265,324 (106,897 ) (29,504 ) — 128,923 Net cash provided by (used for) operating activities — 299,618 5,822 (8,228 ) — 297,212 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (160,774 ) (5,788 ) (8,034 ) — (174,596 ) Net cash provided by (used for) investing activities — (160,774 ) (5,788 ) (8,034 ) — (174,596 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under revolving credit facilities — 1,041,000 — 46,915 — 1,087,915 Repayment of borrowings — (1,174,426 ) — (46,915 ) — (1,221,341 ) Repurchase of stock — (266 ) — — — (266 ) Shares withheld for remittance of employee taxes — (332 ) — — — (332 ) Net cash provided by (used for) financing activities — (134,024 ) — — — (134,024 ) Effect of exchange rate changes on cash and cash equivalents — — — 679 — 679 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 4,820 34 (15,583 ) — (10,729 ) Beginning balance — 28,301 649 20,289 — 49,239 Ending balance $ — $ 33,121 $ 683 $ 4,706 $ — $ 38,510 Fiscal year ended July 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 179,618 $ 9,423 $ 342,718 $ (531,759 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 285,143 62,593 6,268 — 354,004 Impairment charges — 510,736 — — — 510,736 Deferred income taxes — (172,611 ) — 1,459 — (171,152 ) Payment-in-kind interest — 16,599 — — — 16,599 Other — (5,172 ) 2,400 (472 ) — (3,244 ) Intercompany royalty income payable (receivable) — 150,719 (150,719 ) — — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — — (342,718 ) — Changes in operating assets and liabilities, net — 59,095 (67,800 ) (19,505 ) — (28,210 ) Net cash provided by (used for) operating activities — 123,709 26,092 (2,827 ) — 146,974 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (171,372 ) (26,379 ) (6,885 ) — (204,636 ) Investment in subsidiaries — (27,042 ) — 27,042 — — Net cash provided by (used for) investing activities — (198,414 ) (26,379 ) 20,157 — (204,636 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 889,000 — — — 889,000 Repayment of borrowings — (820,426 ) — — — (820,426 ) 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 — 63,215 — (22,857 ) — 40,358 Effect of exchange rate changes on cash and cash equivalents — — — 4,700 — 4,700 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (11,490 ) (287 ) (827 ) — (12,604 ) Beginning balance — 39,791 936 21,116 — 61,843 Ending balance $ — $ 28,301 $ 649 $ 20,289 $ — $ 49,239 Fiscal year ended July 30, 2016 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 210,254 $ (5,615 ) $ 201,471 $ (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 — (18,505 ) (8,663 ) 15,223 — (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — — (201,471 ) — 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 revolving credit facilities — 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 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 July 28, 2018 , 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 29, 2017 and as of July 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 16 . The difference in net earnings (loss) of the unrestricted subsidiaries for the fiscal year ended July 28, 2018 compared to the net earnings (loss) of the non-guarantor subsidiaries for such periods, as presented in the tables above in this Note 16 , consisted primarily of a net interest income of approximately $ 1.5 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) July 28, 2018 July 29, 2017 Total assets $ 442,748 $ 415,974 Net assets 146,300 137,661 Fiscal year ended (in thousands) July 28, 2018 July 29, 2017 Revenues $ 364,134 $ 265,608 Net earnings 7,490 3,700 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. The 2028 Debentures are not guaranteed by any of NMG's subsidiaries. At July 28, 2018, NMG’s subsidiaries consisted 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 16 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, NMG and NMG's subsidiaries (none of which are guarantors 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 28, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 33,121 $ 5,389 $ — $ 38,510 Credit card receivables — 30,551 3,138 — 33,689 Merchandise inventories — 844,429 271,410 — 1,115,839 Other current assets — 111,279 13,129 (586 ) 123,822 Total current assets — 1,019,380 293,066 (586 ) 1,311,860 Property and equipment, net — 1,327,509 242,395 — 1,569,904 Intangible assets, net — 459,512 2,275,791 — 2,735,303 Goodwill — 1,338,843 545,026 — 1,883,869 Other long-term assets — 43,863 1,104 — 44,967 Investments in subsidiaries 759,181 3,194,802 — (3,953,983 ) — Total assets $ 759,181 $ 7,383,909 $ 3,357,382 $ (3,954,569 ) $ 7,545,903 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 281,488 $ 37,481 $ — $ 318,969 Accrued liabilities — 406,072 105,803 (586 ) 511,289 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 716,986 143,284 (586 ) 859,684 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,623,152 — — 4,623,152 Deferred income taxes — 694,848 12,706 — 707,554 Other long-term liabilities — 589,742 6,590 — 596,332 Total long-term liabilities — 5,907,742 19,296 — 5,927,038 Total member equity 759,181 759,181 3,194,802 (3,953,983 ) 759,181 Total liabilities and member equity $ 759,181 $ 7,383,909 $ 3,357,382 $ (3,954,569 ) $ 7,545,903 July 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 28,301 $ 20,938 $ — $ 49,239 Credit card receivables — 35,091 3,745 — 38,836 Merchandise inventories — 915,910 237,747 — 1,153,657 Other current assets — 135,174 11,852 (587 ) 146,439 Total current assets — 1,114,476 274,282 (587 ) 1,388,171 Property and equipment, net — 1,333,487 253,474 — 1,586,961 Intangible assets, net — 509,757 2,321,659 — 2,831,416 Goodwill — 1,338,844 542,050 — 1,880,894 Other long-term assets — 14,384 1,690 — 16,074 Investments in subsidiaries 466,652 3,239,816 — (3,706,468 ) — Total assets $ 466,652 $ 7,550,764 $ 3,393,155 $ (3,707,055 ) $ 7,703,516 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 288,079 $ 28,751 $ — $ 316,830 Accrued liabilities — 350,773 106,751 (587 ) 456,937 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 668,278 135,502 (587 ) 803,193 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,675,540 — — 4,675,540 Deferred income taxes — 1,144,022 12,811 — 1,156,833 Other long-term liabilities — 596,272 5,026 — 601,298 Total long-term liabilities — 6,415,834 17,837 — 6,433,671 Total member equity 466,652 466,652 3,239,816 (3,706,468 ) 466,652 Total liabilities and member equity $ 466,652 $ 7,550,764 $ 3,393,155 $ (3,707,055 ) $ 7,703,516 Fiscal year ended July 28, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,770,909 $ 1,129,535 $ — $ 4,900,444 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,559,212 761,541 — 3,320,753 Selling, general and administrative expenses (excluding depreciation) — 941,192 238,449 — 1,179,641 Income from credit card program — (41,256 ) (5,105 ) — (46,361 ) Depreciation expense — 190,138 24,314 — 214,452 Amortization of intangible assets and favorable lease commitments — 50,140 47,591 — 97,731 Other expenses (income) — 37,721 — — 37,721 Operating earnings (loss) — 33,762 62,745 — 96,507 Interest expense (income), net — 307,379 62 — 307,441 Intercompany royalty charges (income) — 178,229 (178,229 ) — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — 490,744 — Earnings (loss) before income taxes 251,131 (212,233 ) 240,912 (490,744 ) (210,934 ) Income tax expense (benefit) — (463,364 ) 1,299 — (462,065 ) Net earnings (loss) $ 251,131 $ 251,131 $ 239,613 $ (490,744 ) $ 251,131 Total other comprehensive earnings (loss), net of tax 41,134 36,690 4,444 (41,134 ) 41,134 Total comprehensive earnings (loss) $ 292,265 $ 287,821 $ 244,057 $ (531,878 ) $ 292,265 Fiscal year ended July 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,708,882 $ 997,111 $ — $ 4,705,993 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,534,910 685,117 — 3,220,027 Selling, general and administrative expenses (excluding depreciation) — 921,195 208,114 — 1,129,309 Income from credit card program — (54,623 ) (5,459 ) — (60,082 ) Depreciation expense — 205,993 19,470 — 225,463 Amortization of intangible assets and favorable lease commitments — 54,640 49,391 — 104,031 Other expenses (income) — 28,015 1,715 — 29,730 Impairment charges — 510,736 — — 510,736 Operating earnings (loss) — (491,984 ) 38,763 — (453,221 ) Interest expense (income), net — 295,717 (49 ) — 295,668 Intercompany royalty charges (income) — 150,719 (150,719 ) — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — (342,718 ) — Earnings (loss) before income taxes (531,759 ) (749,379 ) 189,531 342,718 (748,889 ) Income tax expense (benefit) — (217,620 ) 490 — (217,130 ) Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 189,041 $ 342,718 $ (531,759 ) Total other comprehensive earnings (loss), net of tax 52,410 44,842 7,568 (52,410 ) 52,410 Total comprehensive earnings (loss) $ (479,349 ) $ (486,917 ) $ 196,609 $ 290,308 $ (479,349 ) Fiscal year ended July 30, 2016 (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 (income) — 22,283 4,844 — 27,127 Impairment charges — 466,155 — — 466,155 Operating earnings (loss) — (316,325 ) 54,670 — (261,655 ) Interest expense (income), net — 285,381 215 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — (201,471 ) — Earnings (loss) before income taxes (406,110 ) (547,352 ) 204,740 201,471 (547,251 ) Income tax expense (benefit) — (141,242 ) 101 — (141,141 ) Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 204,639 $ 201,471 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) (2,282 ) 64,613 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (468,441 ) $ 202,357 $ 266,084 $ (470,723 ) Fiscal year ended July 28, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ 251,131 $ 251,131 $ 239,613 $ (490,744 ) $ 251,131 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 264,758 71,905 — 336,663 Deferred income taxes — (466,925 ) (1,658 ) — (468,583 ) Payment-in-kind interest — 41,755 — — 41,755 Other — 4,959 2,364 — 7,323 Intercompany royalty income payable (receivable) — 178,229 (178,229 ) — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — 490,744 — Changes in operating assets and liabilities, net — 265,324 (136,401 ) — 128,923 Net cash provided by (used for) operating activities — 299,618 (2,406 ) — 297,212 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (160,774 ) (13,822 ) — (174,596 ) Net cash provided by (used for) investing activities — (160,774 ) (13,822 ) — (174,596 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under revolving credit facilities — 1,041,000 46,915 — 1,087,915 Repayment of borrowings — (1,174,426 ) (46,915 ) — (1,221,341 ) Repurchase of stock — (266 ) — — (266 ) Shares withheld for remittance of employee taxes — (332 ) — — (332 ) Net cash provided by (used for) financing activities — (134,024 ) — — (134,024 ) Effect of exchange rate changes on cash and cash equivalents — — 679 — 679 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 4,820 (15,549 ) — (10,729 ) Beginning balance — 28,301 20,938 — 49,239 Ending balance $ — $ 33,121 $ 5,389 $ — $ 38,510 Fiscal year ended July 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 189,041 $ 342,718 $ (531,759 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 285,143 68,861 — 354,004 Impairment charges — 510,736 — — 510,736 Deferred income taxes — (172,611 ) 1,459 — (171,152 ) Payment-in-kind interest — 16,599 — 16,599 Other — (5,172 ) 1,928 — (3,244 ) Intercompany royalty income payable (receivable) — 150,719 (150,719 ) — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — (342,718 ) — Changes in operating assets and liabilities, net — 59,095 (87,305 ) — (28,210 ) Net cash provided by (used for) operating activities — 123,709 23,265 — 146,974 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (171,372 ) (33,264 ) — (204,636 ) Investment in subsidiaries — (27,042 ) 27,042 — — Net cash provided by (used for) investing activities — (198,414 ) (6,222 ) — (204,636 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 889,000 — — 889,000 Repayment of borrowings — (820,426 ) — — (820,426 ) 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 — 63,215 (22,857 ) — 40,358 Effect of exchange rate changes on cash and cash equivalents — — 4,700 — 4,700 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (11,490 ) (1,114 ) — (12,604 ) Beginning balance — 39,791 22,052 — 61,843 Ending balance $ — $ 28,301 $ 20,938 $ — $ 49,239 Fiscal year ended July 30, 2016 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 204,639 $ 201,471 $ (406,110 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) 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 — (18,505 ) 6,560 — (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — (201,471 ) — Changes in operating assets and liabilities, net — 126,863 (124,159 ) — 2,704 Net cash provided by (used for) 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 provided by (used for) investing activities — (284,298 ) (18,043 ) — (302,341 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 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 |
QUARTERLY FINANCIAL INFORMATION
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Jul. 28, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Fiscal year 2018 (in millions) First Quarter Second Quarter Third Quarter Fourth Quarter Total Revenues $ 1,120.3 $ 1,482.1 $ 1,165.1 $ 1,132.9 $ 4,900.4 Gross profit (1) 397.4 458.1 408.7 315.5 1,579.7 Net earnings (loss) (2) (26.2 ) 372.5 (19.9 ) (75.3 ) 251.1 Fiscal year 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Total Revenues $ 1,079.1 $ 1,395.6 $ 1,111.4 $ 1,119.9 $ 4,706.0 Gross profit (1) 379.2 413.1 380.9 312.8 1,486.0 Net loss (3) (23.5 ) (117.1 ) (24.9 ) (366.3 ) (531.8 ) (1) Gross profit includes revenues less cost of goods sold including buying and occupancy costs (excluding depreciation). Unfavorable shrink adjustments of $12.5 million were recorded as a result of physical inventory counts in the fourth quarter of fiscal year 2018. (2) For fiscal year 2018, net earnings (loss) includes the income tax effects of the Tax Reform, which were as follows: Fiscal year 2018 (in thousands) Second Third Fourth Total Income tax loss (benefit) from the Tax Reform $ (387.8 ) $ 1.5 $ (5.3 ) $ (391.6 ) (3) For fiscal year 2017, net loss includes pretax impairment charges to writedown the net carrying value of certain tradenames, goodwill and long-lived assets to fair value, which were as follows: Fiscal year 2017 (in thousands) Second Fourth Total Tradenames $ 150.1 $ 159.6 $ 309.7 Goodwill — 196.2 196.2 Long-lived assets 3.7 1.2 4.8 Total $ 153.8 $ 357.0 $ 510.7 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jul. 28, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS In September 2018, substantially all of the holdings of NMG International LLC were distributed to NMG, to the Company, to Holdings and, ultimately, to Parent (the "Distribution"). These holdings consisted principally of the entities through which we conduct the operations of MyTheresa. NMG International LLC is a non-guarantor with respect to the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes and the financial results of NMG International LLC and its consolidated holdings are included in the presentation of results for "Non-Guarantor Subsidiaries" in Note 16 of the Notes to the Consolidated Financial Statements. In addition, the MyTheresa entities were previously designated as "Unrestricted Subsidiaries" for purposes of the Senior Secured Credit Facilities and the indentures governing the Cash Pay Notes and PIK Toggle Notes. Summarized financial information for NMG International LLC and its subsidiaries prior to the Distribution is as follows: (in thousands) July 28, 2018 July 29, 2017 Total assets $ 351,982 $ 320,876 Net assets 266,784 248,228 Fiscal year ended (in thousands) July 28, 2018 July 29, 2017 July 30, 2016 Revenues $ 364,134 $ 265,608 $ 201,806 Net earnings 13,833 9,052 3,039 The financial results of the subsidiaries held by NMG International LLC may not necessarily be indicative of the financial condition and results of operations of these subsidiaries had they operated as independent entities during the periods presented. As a consequence of the Distribution, the MyTheresa entities are no longer subsidiaries of the Company but rather of our Parent. As a result, the MyTheresa entities will no longer be included in the Company's Consolidated Financial Statements subsequent to September 2018. |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | 12 Months Ended |
Jul. 28, 2018 | |
SEC Schedule, 12-09, 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 28, 2018 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 28, 2018 $ 47,006 $ 1,018,617 $ — $ (1,020,949 ) (B) $ 44,674 Year ended July 29, 2017 $ 45,336 $ 944,682 $ — $ (943,012 ) (B) $ 47,006 Year ended July 30, 2016 $ 44,046 $ 977,811 $ — $ (976,521 ) (B) $ 45,336 Reserves for self-insurance (A) Year ended July 28, 2018 $ 36,545 $ 62,963 $ — $ (60,002 ) (C) $ 39,506 Year ended July 29, 2017 $ 36,197 $ 69,095 $ — $ (68,747 ) (C) $ 36,545 Year ended July 30, 2016 $ 37,943 $ 75,821 $ — $ (77,567 ) (C) $ 36,197 (A) Reserves for self-insurance relate to our medical, dental, worker's compensation and general liability plans. (B) Gross margin on actual sales returns, net of commissions. (C) Claims and expenses paid, net of employee contributions. |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jul. 28, 2018 | |
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. The Company is a subsidiary of Mariposa Intermediate Holdings LLC ("Holdings"), which in turn is a subsidiary of Neiman Marcus Group, Inc., a Delaware corporation ("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. The Sponsors acquired the Company on October 25, 2013 (the "Acquisition"). 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. 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 2018 relate to the fifty-two weeks ended July 28, 2018 , (ii) fiscal year 2017 relate to the fifty-two weeks ended July 29, 2017 and (iii) fiscal year 2016 relate to the fifty-two weeks ended July 30, 2016. |
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. |
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 2018 , 2017 or 2016 . We received vendor allowances of $79.1 million , or 1.6% of revenues, in fiscal year 2018 , $83.6 million , or 1.8% of revenues, in fiscal year 2017 and $100.8 million , or 2.0% of revenues, in fiscal year 2016 . 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 $370.2 million at July 28, 2018 and $393.1 million at July 29, 2017 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, we identified certain property and equipment, other definite-lived intangible assets and favorable lease commitments to be impaired by $4.8 million in fiscal year 2017 and $38.1 million in fiscal year 2016. 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. Favorable lease commitments are amortized straight-line over the remaining lives of the leases, ranging from five to 55 years (weighted average life of 30 years) from the Acquisition date. Our definite-lived intangible assets, which primarily consist of customer lists, are amortized using accelerated methods which reflect the pattern in which we receive the economic benefit of the asset, currently estimated at six to 16 years (weighted average life of 13 years) from the respective 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, we determined certain of our tradenames were impaired and recorded impairment charges aggregating $309.7 million in fiscal year 2017 and $228.9 million in fiscal year 2016. The assessment of the recoverability of the goodwill associated with our Neiman Marcus, Bergdorf Goodman and MyTheresa reporting units involves 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 used to discount our estimated future cash flow projections to their present value (or estimated fair value) based on our estimated weighted average cost of capital. If the recorded carrying value of a reporting unit exceeds its estimated enterprise fair value, an impairment charge is recorded to goodwill for the amount by which the carrying amount exceeds the reporting unit's fair value. Based upon the review of our recorded goodwill balances, we determined that certain of our goodwill balances were impaired and recorded impairment charges aggregating $196.2 million in fiscal year 2017. Prior to the adoption of new accounting guidance in the fourth quarter of fiscal year 2017, our assessment process involved a second step in which we allocated the enterprise fair value to the fair value of the reporting unit's net assets. Any enterprise value in excess of amounts allocated to such net assets represented the implied fair value of goodwill for that reporting unit. If the carrying value of goodwill for a reporting unit exceeded the implied fair value of goodwill, an impairment charge was recorded to write goodwill down to its fair value. The assessment performed in the fourth quarter of fiscal year 2016 was performed utilizing the two-step process. Based on this process, we determined that certain of our goodwill balances were impaired and recorded impairment charges aggregating $199.2 million in fiscal year 2016. 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 one 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 operating 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 $50.3 million in fiscal year 2018 , $37.4 million in fiscal year 2017 and $38.3 million in fiscal year 2016. 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. |
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 utilize a spot rate methodology in the estimation of the interest cost component of net periodic benefit cost, which uses the individual spot rates along the yield curve corresponding to benefit payments. 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 10 . 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 swap and cap 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 $62.0 million in fiscal year 2018 , $58.7 million in fiscal year 2017 and $50.6 million in fiscal year 2016 . 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. |
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 $58.6 million , or 1.2% of revenues, in fiscal year 2018 , $62.4 million , or 1.3% of revenues, in fiscal year 2017 and $70.3 million , or 1.4% of revenues, in fiscal year 2016. 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 collected were approximately $45.6 million , or 0.9% of revenues, in fiscal year 2018 , $50.1 million , or 1.1% of revenues, in fiscal year 2017 and $54.8 million , or 1.1% of revenues, in fiscal year 2016. 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 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 used to discount the estimated cash flow projections to their present value (or estimated fair value) based on our estimated weighted average cost of capital; • 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. These payments are based on the profitability of the credit card portfolio as determined under the Program Agreement and are impacted by a number of factors including credit losses incurred and our allocable share of the profits generated by the credit card portfolio, which in turn may be impacted by credit ratings as determined by various rating agencies. 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 March 2016, the Financial Accounting Standards Board ("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. We adopted this guidance in the first quarter of fiscal year 2018. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements. Recent Accounting Pronouncements. 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. While our evaluation of the impact of adopting this standard is ongoing, we believe the new guidance will impact (i) the income statement presentation related to sales returns, certain promotional programs and income from our credit card program and (ii) accelerate the recognition of online sales to the time of shipment versus delivery. We intend to adopt the revenue recognition requirements of this new guidance in the first quarter of fiscal year 2019 using the modified retrospective adoption method. In May 2017, the FASB issued guidance to clarify which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The standard requires modification accounting only if changes in the terms or conditions result in changes of the fair value, the vesting conditions or the classification of the award as an equity instrument or a liability. This new guidance is effective for us as of the first quarter of fiscal year 2019 and will be applicable to any modification transactions subsequent to the effective date. We are currently evaluating the impact of adopting this new accounting guidance on our Consolidated Financial Statements. In February 2016, the FASB issued guidance that requires a lessee to recognize assets and liabilities arising from leases on the balance sheet. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Previous GAAP did not require lease assets and liabilities to be recognized for operating 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 remaining contractual lease payments. In July 2018, the FASB amended the new leases standard to provide entities with an additional and optional transition method and to provide lessors with a practical expedient, whereby lessors may elect not to separate lease and non-lease components when certain conditions are met. We do not expect the recognition, measurement and presentation of expenses and cash flows arising from our operating leases to significantly change under this new guidance. However, we expect this adoption to lead to a material increase in the assets and liabilities recorded on our Consolidated Balance Sheets and an increase to our footnote disclosures related to leases. We are still evaluating the impact on our Consolidated Financial Statements. This new guidance is effective for us as of the first quarter of fiscal year 2020. In August 2017, the FASB issued guidance to simplify how hedge accounting arrangements are accounted for and presented in the financial statements, including the assessment of hedge effectiveness. Under the new standard, all changes in the fair value of cash flow hedges included in the assessment of effectiveness will be recorded in other comprehensive earnings (loss) and reclassified to earnings in the same income statement line item when the hedged item affects earnings. This new guidance is effective for us as of the first quarter of fiscal year 2020. We are currently evaluating the impact of adopting this new accounting guidance on our Consolidated Financial Statements. In February 2018, the FASB issued guidance which allows a reclassification from accumulated other comprehensive loss to retained earnings for certain stranded tax effects resulting from the Tax Reform. The new guidance may be applied either in the period of adoption or retrospectively to each period in which the effect of the Tax Reform is recognized. Upon adoption, the standard requires disclosures regarding the company's accounting policy for releasing the tax effects in accumulated other comprehensive loss. This new guidance is effective for us as of the first quarter of fiscal year 2020. Early adoption is permitted. We are currently evaluating the impact of adopting this new accounting guidance on our Consolidated Financial Statements. In June 2018, the FASB issued guidance to align accounting for non-employee share-based payment transactions with the guidance for share-based payments to employees. Under the new standard, the measurement of equity-classified non-employee awards will be fixed at the grant date. Additionally, non-public entities can account for non-employee awards using certain practical expedients that are already available for employee awards. This new guidance is effective for us as of the first quarter of fiscal year 2020. Early adoption is permitted. We are currently evaluating the impact of adopting this new accounting guidance on our Consolidated Financial Statements. |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
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): 2019 $ 94,958 2020 88,258 2021 82,285 2022 82,450 2023 81,295 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
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 asset and liability that are required to be measured at fair value on a recurring basis in our Consolidated Balance Sheets: (in thousands) Fair Value Hierarchy July 28, July 29, Asset: Interest rate swaps (included in other long-term assets) Level 2 $ 35,649 $ 3,628 Liability: Stock-based award liability (included in other long-term liabilities) Level 3 8,807 1,344 |
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 28, 2018 July 29, 2017 (in thousands) Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value Long-term debt: Asset-Based Revolving Credit Facility Level 2 $ 159,000 $ 159,000 $ 263,000 $ 263,000 mytheresa.com Credit Facilities Level 2 — — — — Senior Secured Term Loan Facility Level 2 2,810,207 2,492,316 2,839,633 2,113,766 Cash Pay Notes Level 2 960,000 609,302 960,000 532,253 PIK Toggle Notes Level 2 658,354 420,997 600,000 297,000 2028 Debentures Level 2 122,890 103,570 122,677 87,490 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Property, Plant and Equipment [Abstract] | |
Significant components of property and equipment, net | The significant components of our net property and equipment are as follows: (in thousands) July 28, July 29, Land, buildings and improvements $ 1,274,399 $ 1,280,214 Fixtures and equipment 960,094 914,489 Construction in progress 264,821 145,108 2,499,314 2,339,811 Less: accumulated depreciation 929,410 752,850 Property and equipment, net $ 1,569,904 $ 1,586,961 |
INTANGIBLE ASSETS, NET AND GO33
INTANGIBLE ASSETS, NET AND GOODWILL (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
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 Balance at July 30, 2016 $ 985,534 $ 451,722 $ 1,807,246 $ 2,072,818 Amortization (53,262 ) (50,769 ) — — Impairment of goodwill and intangible assets (1,687 ) — (309,744 ) (196,164 ) Foreign currency translation adjustment — 128 2,248 4,240 Balance at July 29, 2017 $ 930,585 $ 401,081 $ 1,499,750 $ 1,880,894 Amortization (51,046 ) (46,685 ) — — Write-offs related to store closures and other (105 ) — — — Foreign currency translation adjustment — 146 1,577 2,975 Balance at July 28, 2018 $ 879,434 $ 354,542 $ 1,501,327 $ 1,883,869 Total accumulated amortization at July 28, 2018 $ 248,846 $ 346,387 |
IMPAIRMENT CHARGES (Tables)
IMPAIRMENT CHARGES (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Asset Impairment Charges | Based upon our assessment of economic conditions, our expectations of future business conditions and trends, our projected revenues, earnings, and cash flows as well as other market factors such as the weighted average cost of capital and valuation multiples, we determined that impairment charges were required to state certain of our intangible and long-lived assets to their estimated fair value in fiscal years 2017 and 2016 as follows: Fiscal year ended (in thousands) July 29, 2017 July 30, 2016 Tradenames $ 309,744 $ 228,877 Goodwill 196,164 199,218 Property and equipment 3,141 25,426 Other definite-lived intangible assets 1,687 12,634 Total $ 510,736 $ 466,155 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of significant components of accrued liabilities | The significant components of accrued liabilities are as follows: (in thousands) July 28, July 29, Accrued salaries and related liabilities $ 84,347 $ 64,508 Amounts due customers 137,918 141,590 Self-insurance reserves 39,506 36,545 Interest payable 50,848 31,935 Sales returns reserves 44,674 47,006 Sales taxes payable 30,671 28,811 Other 123,325 106,542 Total $ 511,289 $ 456,937 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of significant components of long-term debt | The significant components of our long-term debt are as follows: (in thousands) Interest Rate July 28, July 29, Asset-Based Revolving Credit Facility variable $ 159,000 $ 263,000 mytheresa.com Credit Facilities variable — — Senior Secured Term Loan Facility variable 2,810,207 2,839,633 Cash Pay Notes 8.00% 960,000 960,000 PIK Toggle Notes 8.75%/9.50% 658,354 600,000 2028 Debentures 7.125% 122,890 122,677 Total debt 4,710,451 4,785,310 Less: current portion of Senior Secured Term Loan Facility (29,426 ) (29,426 ) Less: unamortized debt issuance costs (57,873 ) (80,344 ) Long-term debt, net of debt issuance costs $ 4,623,152 $ 4,675,540 |
Schedule of annual maturities of long-term debt during the next five fiscal years and thereafter | At July 28, 2018 , annual maturities of long-term debt during the next five fiscal years and thereafter are as follows (in millions): 2019 $ 29.4 2020 29.4 2021 2,910.4 2022 1,618.4 2023 — Thereafter 122.9 |
Schedule of significant components of interest expense | The significant components of interest expense are as follows: Fiscal year ended (in thousands) July 28, July 29, July 30, Asset-Based Revolving Credit Facility $ 6,395 $ 7,022 $ 3,104 mytheresa.com Credit Facilities 105 58 23 Senior Secured Term Loan Facility 138,030 130,129 124,775 Cash Pay Notes 76,800 76,800 76,800 PIK Toggle Notes 58,536 53,810 52,500 2028 Debentures 8,906 8,906 8,906 Amortization of debt issue costs 24,480 24,510 24,572 Capitalized interest (8,067 ) (6,270 ) (7,298 ) Other, net 2,256 703 2,214 Interest expense, net $ 307,441 $ 295,668 $ 285,596 |
DERIVATIVE FINANCIAL INSTRUME37
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | A summary of the recorded amounts related to our interest rate swaps and interest rate caps reflected in our Consolidated Statements of Operations is as follows: Fiscal year ended (in thousands) July 28, 2018 July 29, 2017 July 30, 2016 Realized hedging losses related to interest rate swaps – included in net interest expense $ 860 $ 4,646 $ — Realized hedging losses related to interest rate caps – included in net interest expense — 1,424 576 Total $ 860 $ 6,070 $ 576 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of significant components of income tax expense | The significant components of income tax benefit are as follows: Fiscal year ended (in thousands) July 28, July 29, July 30, Current: Federal $ (2,664 ) $ (38,337 ) $ (36,557 ) State 6,346 (8,567 ) (7,691 ) Foreign 2,836 926 5,948 6,518 (45,978 ) (38,300 ) Deferred: Federal (441,782 ) (148,359 ) (78,804 ) State (25,265 ) (22,357 ) (18,189 ) Foreign (1,536 ) (436 ) (5,848 ) (468,583 ) (171,152 ) (102,841 ) Income tax benefit $ (462,065 ) $ (217,130 ) $ (141,141 ) |
Schedule of income before income tax, domestic and foreign | The significant components of earnings (loss) before income taxes are as follows: Fiscal year ended (in thousands) July 28, July 29, July 30, United States $ (220,014 ) $ (752,705 ) $ (542,310 ) Foreign 9,080 3,816 (4,941 ) Loss before income taxes $ (210,934 ) $ (748,889 ) $ (547,251 ) |
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 year ended (in thousands) July 28, July 29, July 30, Income tax benefit at statutory rate $ (56,741 ) $ (262,111 ) $ (191,538 ) Impact of Tax Reform (391,558 ) — — State income taxes, net of federal income tax benefit (9,752 ) (21,132 ) (15,480 ) Impact of non-deductible expenses, including goodwill impairment (1,765 ) 64,875 64,372 Tax benefit related to tax settlements and other changes in tax liabilities (130 ) (2,022 ) (554 ) Other (2,119 ) 3,260 2,059 Total $ (462,065 ) $ (217,130 ) $ (141,141 ) Effective tax rate 219.1 % 29.0 % 25.8 % |
Schedule of significant components of net deferred income tax asset (liability) | Significant components of our net deferred income tax asset (liability) are as follows: (in thousands) July 28, July 29, Deferred income tax assets: Accruals and reserves $ 28,415 $ 34,727 Employee benefits 111,312 179,565 Inventory 4,929 — Other 69,397 72,882 Total deferred tax assets $ 214,053 $ 287,174 Deferred income tax liabilities: Inventory $ — $ (13,264 ) Depreciation and amortization (204,524 ) (322,184 ) Intangible assets (694,483 ) (1,083,459 ) Other (22,600 ) (25,100 ) Total deferred tax liabilities (921,607 ) (1,444,007 ) Net deferred income tax liability $ (707,554 ) $ (1,156,833 ) |
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: (in thousands) July 28, July 29, Balance at beginning of fiscal year $ 2,189 $ 3,661 Gross amount of decreases for prior year tax positions (879 ) (3,005 ) Gross amount of increases for current year tax positions — 1,533 Balance at end of fiscal year $ 1,310 $ 2,189 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Retirement Benefits [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: (in thousands) July 28, July 29, Pension Plan: Projected benefit obligation $ 584,769 $ 620,900 Less: Plan assets (381,949 ) (380,163 ) Pension Plan, net 202,820 240,737 SERP Plan 98,814 112,739 Postretirement Plan 2,935 6,916 304,569 360,392 Less: current portion (6,441 ) (7,803 ) Long-term portion of benefit obligations $ 298,128 $ 352,589 |
Schedule of changes in obligations | Changes in our obligations pursuant to our Pension Plan, SERP Plan and Postretirement Plan during fiscal years 2018 and 2017 are as follows: Pension Plan SERP Plan Postretirement Plan Fiscal years Fiscal years Fiscal years (in thousands) 2018 2017 2018 2017 2018 2017 Projected benefit obligations: Beginning of year $ 620,900 $ 683,493 $ 112,739 $ 118,484 $ 6,916 $ 8,600 Service cost — — — — 1 1 Interest cost 19,894 19,479 3,377 3,134 204 219 Actuarial gain (28,657 ) (56,329 ) (11,778 ) (3,270 ) (3,459 ) (1,006 ) Benefits paid, net (27,368 ) (25,743 ) (5,524 ) (5,609 ) (727 ) (898 ) End of year $ 584,769 $ 620,900 $ 98,814 $ 112,739 $ 2,935 $ 6,916 |
Schedule of components of the expenses incurred | The components of the expenses (income) we incurred under our Pension Plan, SERP Plan and Postretirement Plan are as follows: Fiscal year ended (in thousands) July 28, July 29, July 30, Pension Plan: Interest cost $ 19,894 $ 19,479 $ 21,716 Expected return on plan assets (21,585 ) (21,323 ) (23,229 ) Net amortization of losses 680 2,653 — Pension Plan (income) expense $ (1,011 ) $ 809 $ (1,513 ) SERP Plan: Interest cost $ 3,377 $ 3,134 $ 3,569 Net amortization of losses — 93 — SERP Plan expense $ 3,377 $ 3,227 $ 3,569 Postretirement Plan: Service cost $ 1 $ 1 $ 3 Interest cost 204 219 285 Net amortization of gains (720 ) (585 ) (582 ) Postretirement Plan income $ (515 ) $ (365 ) $ (294 ) |
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 2019 $ 30,023 $ 6,088 $ 353 Fiscal year 2020 31,203 6,196 302 Fiscal year 2021 32,355 6,298 308 Fiscal year 2022 33,382 6,516 274 Fiscal year 2023 34,279 6,669 267 Fiscal years 2024-2028 181,570 33,346 1,027 |
Schedule of changes in assets held | Changes in the assets held by our Pension Plan in fiscal years 2018 and 2017 are as follows: Fiscal years (in thousands) 2018 2017 Fair value of assets at beginning of year $ 380,163 $ 383,817 Actual return on assets 3,954 11,389 Benefits paid (27,368 ) (25,743 ) Contributions 25,200 10,700 Fair value of assets at end of year $ 381,949 $ 380,163 |
Schedule of asset allocation by asset category | The asset allocation for our Pension Plan at the end of fiscal years 2018 and 2017 and the target allocation for fiscal year 2019 , by asset category, are as follows: Pension Plan Allocation at Allocation at Target July 31, 2018 July 31, 2017 Equity securities 60 % 60 % 60 % Fixed income securities 40 % 40 % 40 % 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 28, 2018 and July 29, 2017 . July 28, 2018 (in thousands) Level 1 Level 2 Level 3 Total Corporate debt securities $ — $ 70,940 $ — $ 70,940 Mutual funds 9,640 — — 9,640 U.S. government securities 69,966 — — 69,966 Other — 1,310 — 1,310 $ 79,606 $ 72,250 $ — Investments measured at net asset value: Common/collective trusts 137,324 Hedge funds 90,282 Limited partnership interests 2,487 Total investments at fair value $ 381,949 July 29, 2017 (in thousands) Level 1 Level 2 Level 3 Total Corporate debt securities $ — $ 102,013 $ — $ 102,013 Mutual funds 22,096 — — 22,096 U.S. government securities 26,041 — — 26,041 Other — 2,679 — 2,679 $ 48,137 $ 104,692 $ — Investments measured at net asset value: Common/collective trusts 66,156 Hedge funds 157,486 Limited partnership interests 3,692 Total investments at fair value $ 380,163 |
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, 2018 July 31, 2017 July 31, 2016 Pension Plan: Discount rate 4.19 % 3.80 % 3.44 % Expected long-term rate of return on plan assets 5.50 % 5.50 % 5.50 % SERP Plan: Discount rate 4.16 % 3.69 % 3.30 % Postretirement Plan: Discount rate 4.03 % 3.71 % 3.33 % Initial health care cost trend rate 8.00 % 8.50 % 7.50 % Ultimate health care cost trend rate 5.00 % 5.00 % 5.00 % |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
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 year ended (in thousands) July 28, July 29, July 30, Minimum rent $ 88,700 $ 81,700 $ 81,300 Contingent rent 20,800 20,400 21,900 Other occupancy costs 18,000 18,200 18,300 Amortization of deferred real estate credits (5,000 ) (4,200 ) (2,100 ) Total rent expense $ 122,500 $ 116,100 $ 119,400 |
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): 2019 $ 93,200 2020 81,100 2021 75,600 2022 71,800 2023 65,100 Thereafter 1,398,400 |
ACCUMULATED OTHER COMPREHENSI41
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
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 Gains on Financial Instruments Unfunded Benefit Obligations Total Balance, July 29, 2017 $ (11,600 ) $ 3,394 $ (55,225 ) $ (63,431 ) Other comprehensive earnings 4,444 18,423 17,831 40,698 Amounts reclassified from accumulated other comprehensive loss — 436 — 436 Balance, July 28, 2018 $ (7,156 ) $ 22,253 $ (37,394 ) $ (22,297 ) |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
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 (in thousands) July 28, July 29, Balance at beginning of fiscal year $ 168 $ 5,500 Stock option expense (benefit) 6,434 (2,337 ) Reclassifications from (to) equity 1,160 (2,995 ) Balance at end of fiscal year $ 7,762 $ 168 |
Summary of stock option activity | A summary of stock option activity is as follows: Fiscal year ended July 28. 2018 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Outstanding at July 29, 2017 196,416 $ 854 Granted 91,106 522 Exercised (974 ) 180 Cancelled (40,406 ) 467 Forfeited (60,362 ) 983 Expired (2,274 ) 346 Outstanding at July 28, 2018 183,506 $ 597 6.6 Options exercisable at end of fiscal year 87,983 $ 490 5.2 |
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 July 28, July 29, July 30, Weighted average exercise price $ 566 $ 1,000 $ 1,205 Weighted term in years 5 5 5 Weighted average volatility 35.37 % 31.43 % 29.43 % Risk-free interest rate 2.47% - 2.80% 1.27% - 1.88% 1.33 % Dividend yield — — — Weighted average fair value $ 154 $ 149 $ 341 |
Schedule of restricted stock outstanding | A summary of restricted share activity is as follows: Fiscal year ended July 28, 2018 Unvested Shares Weighted Average Grant Date Fair Value Outstanding at July 29, 2017 21,355 $ 768 Granted 11,350 268 Vested (6,349 ) 768 Forfeited (6,533 ) 768 Outstanding at July 28, 2018 19,823 $ 482 |
Schedule of compensation expense (benefit) | The following table summarizes our stock-based compensation expense (benefit): Fiscal year ended (in thousands) July 28, July 29, July 30, Stock compensation expense (benefit): Stock options $ 6,434 $ (2,337 ) $ (10,373 ) Restricted stock 1,891 1,177 — Total $ 8,325 $ (1,160 ) $ (10,373 ) |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
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 year ended July 28, July 29, July 30, Women’s Apparel 31 % 32 % 32 % Women’s Shoes, Handbags and Accessories 30 29 28 Men’s Apparel and Shoes 12 12 12 Cosmetics and Fragrances 12 12 11 Designer and Precious Jewelry 9 9 10 Home Furnishings and Decor 5 5 5 Other 1 1 2 100 % 100 % 100 % |
OTHER EXPENSES (Tables)
OTHER EXPENSES (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | Other expenses consists of the following components: Fiscal year ended (in thousands) July 28, July 29, July 30, Expenses incurred in connection with strategic initiatives $ 23,303 $ 21,347 $ 24,318 Expenses related to store closures 7,996 2,585 — Expenses related to Cyber-Attack, net of insurance recoveries 1,100 1,500 1,032 MyTheresa acquisition costs — 3,286 4,443 Net gain from facility closure — — (5,577 ) Other expenses 5,322 1,012 2,911 Total $ 37,721 $ 29,730 $ 27,127 |
CONDENSED CONSOLIDATING FINAN45
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes) (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of condensed balance sheets | July 28, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 33,121 $ 683 $ 4,706 $ — $ 38,510 Credit card receivables — 30,551 — 3,138 — 33,689 Merchandise inventories — 844,429 145,967 125,443 — 1,115,839 Other current assets — 111,279 10,348 2,781 (586 ) 123,822 Total current assets — 1,019,380 156,998 136,068 (586 ) 1,311,860 Property and equipment, net — 1,327,509 138,740 103,655 — 1,569,904 Intangible assets, net — 459,512 2,203,322 72,469 — 2,735,303 Goodwill — 1,338,843 414,402 130,624 — 1,883,869 Other long-term assets — 43,863 1,104 — — 44,967 Investments in subsidiaries 759,181 3,194,802 — — (3,953,983 ) — Total assets $ 759,181 $ 7,383,909 $ 2,914,566 $ 442,816 $ (3,954,569 ) $ 7,545,903 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 281,488 $ — $ 37,481 $ — $ 318,969 Accrued liabilities — 406,072 69,979 35,824 (586 ) 511,289 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 716,986 69,979 73,305 (586 ) 859,684 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,623,152 — — — 4,623,152 Deferred income taxes — 694,848 — 12,706 — 707,554 Other long-term liabilities — 589,742 7,390 (800 ) — 596,332 Total long-term liabilities — 5,907,742 7,390 11,906 — 5,927,038 Total member equity 759,181 759,181 2,837,197 357,605 (3,953,983 ) 759,181 Total liabilities and member equity $ 759,181 $ 7,383,909 $ 2,914,566 $ 442,816 $ (3,954,569 ) $ 7,545,903 July 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 28,301 $ 649 $ 20,289 $ — $ 49,239 Credit card receivables — 35,091 — 3,745 — 38,836 Merchandise inventories — 915,910 151,193 86,554 — 1,153,657 Other current assets — 135,174 9,956 1,896 (587 ) 146,439 Total current assets — 1,114,476 161,798 112,484 (587 ) 1,388,171 Property and equipment, net — 1,333,487 149,932 103,542 — 1,586,961 Intangible assets, net — 509,757 2,249,290 72,369 — 2,831,416 Goodwill — 1,338,844 414,402 127,648 — 1,880,894 Other long-term assets — 14,384 1,690 — — 16,074 Investments in subsidiaries 466,652 3,239,816 — — (3,706,468 ) — Total assets $ 466,652 $ 7,550,764 $ 2,977,112 $ 416,043 $ (3,707,055 ) $ 7,703,516 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 288,079 $ — $ 28,751 $ — $ 316,830 Accrued liabilities — 350,773 74,832 31,919 (587 ) 456,937 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 668,278 74,832 60,670 (587 ) 803,193 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,675,540 — — — 4,675,540 Deferred income taxes — 1,144,022 — 12,811 — 1,156,833 Other long-term liabilities — 596,272 5,379 (353 ) — 601,298 Total long-term liabilities — 6,415,834 5,379 12,458 — 6,433,671 Total member equity 466,652 466,652 2,896,901 342,915 (3,706,468 ) 466,652 Total liabilities and member equity $ 466,652 $ 7,550,764 $ 2,977,112 $ 416,043 $ (3,707,055 ) $ 7,703,516 (in thousands) July 28, 2018 July 29, 2017 Total assets $ 442,748 $ 415,974 Net assets 146,300 137,661 July 28, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 33,121 $ 5,389 $ — $ 38,510 Credit card receivables — 30,551 3,138 — 33,689 Merchandise inventories — 844,429 271,410 — 1,115,839 Other current assets — 111,279 13,129 (586 ) 123,822 Total current assets — 1,019,380 293,066 (586 ) 1,311,860 Property and equipment, net — 1,327,509 242,395 — 1,569,904 Intangible assets, net — 459,512 2,275,791 — 2,735,303 Goodwill — 1,338,843 545,026 — 1,883,869 Other long-term assets — 43,863 1,104 — 44,967 Investments in subsidiaries 759,181 3,194,802 — (3,953,983 ) — Total assets $ 759,181 $ 7,383,909 $ 3,357,382 $ (3,954,569 ) $ 7,545,903 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 281,488 $ 37,481 $ — $ 318,969 Accrued liabilities — 406,072 105,803 (586 ) 511,289 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 716,986 143,284 (586 ) 859,684 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,623,152 — — 4,623,152 Deferred income taxes — 694,848 12,706 — 707,554 Other long-term liabilities — 589,742 6,590 — 596,332 Total long-term liabilities — 5,907,742 19,296 — 5,927,038 Total member equity 759,181 759,181 3,194,802 (3,953,983 ) 759,181 Total liabilities and member equity $ 759,181 $ 7,383,909 $ 3,357,382 $ (3,954,569 ) $ 7,545,903 July 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 28,301 $ 20,938 $ — $ 49,239 Credit card receivables — 35,091 3,745 — 38,836 Merchandise inventories — 915,910 237,747 — 1,153,657 Other current assets — 135,174 11,852 (587 ) 146,439 Total current assets — 1,114,476 274,282 (587 ) 1,388,171 Property and equipment, net — 1,333,487 253,474 — 1,586,961 Intangible assets, net — 509,757 2,321,659 — 2,831,416 Goodwill — 1,338,844 542,050 — 1,880,894 Other long-term assets — 14,384 1,690 — 16,074 Investments in subsidiaries 466,652 3,239,816 — (3,706,468 ) — Total assets $ 466,652 $ 7,550,764 $ 3,393,155 $ (3,707,055 ) $ 7,703,516 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 288,079 $ 28,751 $ — $ 316,830 Accrued liabilities — 350,773 106,751 (587 ) 456,937 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 668,278 135,502 (587 ) 803,193 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,675,540 — — 4,675,540 Deferred income taxes — 1,144,022 12,811 — 1,156,833 Other long-term liabilities — 596,272 5,026 — 601,298 Total long-term liabilities — 6,415,834 17,837 — 6,433,671 Total member equity 466,652 466,652 3,239,816 (3,706,468 ) 466,652 Total liabilities and member equity $ 466,652 $ 7,550,764 $ 3,393,155 $ (3,707,055 ) $ 7,703,516 |
Schedule of condensed statements of operations | Fiscal year ended July 28, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,770,909 $ 765,401 $ 364,134 $ — $ 4,900,444 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,559,212 523,251 238,290 — 3,320,753 Selling, general and administrative expenses (excluding depreciation) — 941,192 137,133 101,316 — 1,179,641 Income from credit card program — (41,256 ) (5,105 ) — — (46,361 ) Depreciation expense — 190,138 16,311 8,003 — 214,452 Amortization of intangible assets and favorable lease commitments — 50,140 45,969 1,622 — 97,731 Other expenses (income) — 37,721 — — — 37,721 Operating earnings (loss) — 33,762 47,842 14,903 — 96,507 Interest expense (income), net — 307,379 — 62 — 307,441 Intercompany royalty charges (income) — 178,229 (178,229 ) — — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — — 490,744 — Earnings (loss) before income taxes 251,131 (212,233 ) 226,071 14,841 (490,744 ) (210,934 ) Income tax expense (benefit) — (463,364 ) — 1,299 — (462,065 ) Net earnings (loss) $ 251,131 $ 251,131 $ 226,071 $ 13,542 $ (490,744 ) $ 251,131 Total other comprehensive earnings (loss), net of tax 41,134 36,690 — 4,444 (41,134 ) 41,134 Total comprehensive earnings (loss) $ 292,265 $ 287,821 $ 226,071 $ 17,986 $ (531,878 ) $ 292,265 Fiscal year ended July 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,708,882 $ 731,503 $ 265,608 $ — $ 4,705,993 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,534,910 512,362 172,755 — 3,220,027 Selling, general and administrative expenses (excluding depreciation) — 921,195 133,108 75,006 — 1,129,309 Income from credit card program — (54,623 ) (5,459 ) — — (60,082 ) Depreciation expense — 205,993 16,214 3,256 — 225,463 Amortization of intangible assets and favorable lease commitments — 54,640 46,379 3,012 — 104,031 Other expenses (income) — 28,015 — 1,715 — 29,730 Impairment charges — 510,736 — — — 510,736 Operating earnings (loss) — (491,984 ) 28,899 9,864 — (453,221 ) Interest expense (income), net — 295,717 — (49 ) — 295,668 Intercompany royalty charges (income) — 150,719 (150,719 ) — — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — — (342,718 ) — Earnings (loss) before income taxes (531,759 ) (749,379 ) 179,618 9,913 342,718 (748,889 ) Income tax expense (benefit) — (217,620 ) — 490 — (217,130 ) Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 179,618 $ 9,423 $ 342,718 $ (531,759 ) Total other comprehensive earnings (loss), net of tax 52,410 44,842 — 7,568 (52,410 ) 52,410 Total comprehensive earnings (loss) $ (479,349 ) $ (486,917 ) $ 179,618 $ 16,991 $ 290,308 $ (479,349 ) Fiscal year ended July 30, 2016 (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 (income) — 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 (income), net — 285,381 (8,080 ) 8,295 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — — (201,471 ) — Earnings (loss) before income taxes (406,110 ) (547,352 ) 210,254 (5,514 ) 201,471 (547,251 ) Income tax expense (benefit) — (141,242 ) — 101 — (141,141 ) Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 210,254 $ (5,615 ) $ 201,471 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) — (2,282 ) 64,613 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (468,441 ) $ 210,254 $ (7,897 ) $ 266,084 $ (470,723 ) Fiscal year ended (in thousands) July 28, 2018 July 29, 2017 Revenues $ 364,134 $ 265,608 Net earnings 7,490 3,700 Fiscal year ended July 28, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,770,909 $ 1,129,535 $ — $ 4,900,444 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,559,212 761,541 — 3,320,753 Selling, general and administrative expenses (excluding depreciation) — 941,192 238,449 — 1,179,641 Income from credit card program — (41,256 ) (5,105 ) — (46,361 ) Depreciation expense — 190,138 24,314 — 214,452 Amortization of intangible assets and favorable lease commitments — 50,140 47,591 — 97,731 Other expenses (income) — 37,721 — — 37,721 Operating earnings (loss) — 33,762 62,745 — 96,507 Interest expense (income), net — 307,379 62 — 307,441 Intercompany royalty charges (income) — 178,229 (178,229 ) — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — 490,744 — Earnings (loss) before income taxes 251,131 (212,233 ) 240,912 (490,744 ) (210,934 ) Income tax expense (benefit) — (463,364 ) 1,299 — (462,065 ) Net earnings (loss) $ 251,131 $ 251,131 $ 239,613 $ (490,744 ) $ 251,131 Total other comprehensive earnings (loss), net of tax 41,134 36,690 4,444 (41,134 ) 41,134 Total comprehensive earnings (loss) $ 292,265 $ 287,821 $ 244,057 $ (531,878 ) $ 292,265 Fiscal year ended July 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,708,882 $ 997,111 $ — $ 4,705,993 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,534,910 685,117 — 3,220,027 Selling, general and administrative expenses (excluding depreciation) — 921,195 208,114 — 1,129,309 Income from credit card program — (54,623 ) (5,459 ) — (60,082 ) Depreciation expense — 205,993 19,470 — 225,463 Amortization of intangible assets and favorable lease commitments — 54,640 49,391 — 104,031 Other expenses (income) — 28,015 1,715 — 29,730 Impairment charges — 510,736 — — 510,736 Operating earnings (loss) — (491,984 ) 38,763 — (453,221 ) Interest expense (income), net — 295,717 (49 ) — 295,668 Intercompany royalty charges (income) — 150,719 (150,719 ) — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — (342,718 ) — Earnings (loss) before income taxes (531,759 ) (749,379 ) 189,531 342,718 (748,889 ) Income tax expense (benefit) — (217,620 ) 490 — (217,130 ) Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 189,041 $ 342,718 $ (531,759 ) Total other comprehensive earnings (loss), net of tax 52,410 44,842 7,568 (52,410 ) 52,410 Total comprehensive earnings (loss) $ (479,349 ) $ (486,917 ) $ 196,609 $ 290,308 $ (479,349 ) Fiscal year ended July 30, 2016 (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 (income) — 22,283 4,844 — 27,127 Impairment charges — 466,155 — — 466,155 Operating earnings (loss) — (316,325 ) 54,670 — (261,655 ) Interest expense (income), net — 285,381 215 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — (201,471 ) — Earnings (loss) before income taxes (406,110 ) (547,352 ) 204,740 201,471 (547,251 ) Income tax expense (benefit) — (141,242 ) 101 — (141,141 ) Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 204,639 $ 201,471 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) (2,282 ) 64,613 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (468,441 ) $ 202,357 $ 266,084 $ (470,723 ) |
Schedule of condensed statements of cash flows | Fiscal year ended July 28, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ 251,131 $ 251,131 $ 226,071 $ 13,542 $ (490,744 ) $ 251,131 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 264,758 62,280 9,625 — 336,663 Deferred income taxes — (466,925 ) — (1,658 ) — (468,583 ) Payment-in-kind interest — 41,755 — — — 41,755 Other — 4,959 2,597 (233 ) — 7,323 Intercompany royalty income payable (receivable) — 178,229 (178,229 ) — — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — — 490,744 — Changes in operating assets and liabilities, net — 265,324 (106,897 ) (29,504 ) — 128,923 Net cash provided by (used for) operating activities — 299,618 5,822 (8,228 ) — 297,212 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (160,774 ) (5,788 ) (8,034 ) — (174,596 ) Net cash provided by (used for) investing activities — (160,774 ) (5,788 ) (8,034 ) — (174,596 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under revolving credit facilities — 1,041,000 — 46,915 — 1,087,915 Repayment of borrowings — (1,174,426 ) — (46,915 ) — (1,221,341 ) Repurchase of stock — (266 ) — — — (266 ) Shares withheld for remittance of employee taxes — (332 ) — — — (332 ) Net cash provided by (used for) financing activities — (134,024 ) — — — (134,024 ) Effect of exchange rate changes on cash and cash equivalents — — — 679 — 679 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 4,820 34 (15,583 ) — (10,729 ) Beginning balance — 28,301 649 20,289 — 49,239 Ending balance $ — $ 33,121 $ 683 $ 4,706 $ — $ 38,510 Fiscal year ended July 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 179,618 $ 9,423 $ 342,718 $ (531,759 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 285,143 62,593 6,268 — 354,004 Impairment charges — 510,736 — — — 510,736 Deferred income taxes — (172,611 ) — 1,459 — (171,152 ) Payment-in-kind interest — 16,599 — — — 16,599 Other — (5,172 ) 2,400 (472 ) — (3,244 ) Intercompany royalty income payable (receivable) — 150,719 (150,719 ) — — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — — (342,718 ) — Changes in operating assets and liabilities, net — 59,095 (67,800 ) (19,505 ) — (28,210 ) Net cash provided by (used for) operating activities — 123,709 26,092 (2,827 ) — 146,974 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (171,372 ) (26,379 ) (6,885 ) — (204,636 ) Investment in subsidiaries — (27,042 ) — 27,042 — — Net cash provided by (used for) investing activities — (198,414 ) (26,379 ) 20,157 — (204,636 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 889,000 — — — 889,000 Repayment of borrowings — (820,426 ) — — — (820,426 ) 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 — 63,215 — (22,857 ) — 40,358 Effect of exchange rate changes on cash and cash equivalents — — — 4,700 — 4,700 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (11,490 ) (287 ) (827 ) — (12,604 ) Beginning balance — 39,791 936 21,116 — 61,843 Ending balance $ — $ 28,301 $ 649 $ 20,289 $ — $ 49,239 Fiscal year ended July 30, 2016 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 210,254 $ (5,615 ) $ 201,471 $ (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 — (18,505 ) (8,663 ) 15,223 — (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — — (201,471 ) — 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 revolving credit facilities — 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 July 28, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ 251,131 $ 251,131 $ 239,613 $ (490,744 ) $ 251,131 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 264,758 71,905 — 336,663 Deferred income taxes — (466,925 ) (1,658 ) — (468,583 ) Payment-in-kind interest — 41,755 — — 41,755 Other — 4,959 2,364 — 7,323 Intercompany royalty income payable (receivable) — 178,229 (178,229 ) — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — 490,744 — Changes in operating assets and liabilities, net — 265,324 (136,401 ) — 128,923 Net cash provided by (used for) operating activities — 299,618 (2,406 ) — 297,212 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (160,774 ) (13,822 ) — (174,596 ) Net cash provided by (used for) investing activities — (160,774 ) (13,822 ) — (174,596 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under revolving credit facilities — 1,041,000 46,915 — 1,087,915 Repayment of borrowings — (1,174,426 ) (46,915 ) — (1,221,341 ) Repurchase of stock — (266 ) — — (266 ) Shares withheld for remittance of employee taxes — (332 ) — — (332 ) Net cash provided by (used for) financing activities — (134,024 ) — — (134,024 ) Effect of exchange rate changes on cash and cash equivalents — — 679 — 679 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 4,820 (15,549 ) — (10,729 ) Beginning balance — 28,301 20,938 — 49,239 Ending balance $ — $ 33,121 $ 5,389 $ — $ 38,510 Fiscal year ended July 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 189,041 $ 342,718 $ (531,759 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 285,143 68,861 — 354,004 Impairment charges — 510,736 — — 510,736 Deferred income taxes — (172,611 ) 1,459 — (171,152 ) Payment-in-kind interest — 16,599 — 16,599 Other — (5,172 ) 1,928 — (3,244 ) Intercompany royalty income payable (receivable) — 150,719 (150,719 ) — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — (342,718 ) — Changes in operating assets and liabilities, net — 59,095 (87,305 ) — (28,210 ) Net cash provided by (used for) operating activities — 123,709 23,265 — 146,974 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (171,372 ) (33,264 ) — (204,636 ) Investment in subsidiaries — (27,042 ) 27,042 — — Net cash provided by (used for) investing activities — (198,414 ) (6,222 ) — (204,636 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 889,000 — — 889,000 Repayment of borrowings — (820,426 ) — — (820,426 ) 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 — 63,215 (22,857 ) — 40,358 Effect of exchange rate changes on cash and cash equivalents — — 4,700 — 4,700 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (11,490 ) (1,114 ) — (12,604 ) Beginning balance — 39,791 22,052 — 61,843 Ending balance $ — $ 28,301 $ 20,938 $ — $ 49,239 Fiscal year ended July 30, 2016 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 204,639 $ 201,471 $ (406,110 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) 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 — (18,505 ) 6,560 — (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — (201,471 ) — Changes in operating assets and liabilities, net — 126,863 (124,159 ) — 2,704 Net cash provided by (used for) 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 provided by (used for) investing activities — (284,298 ) (18,043 ) — (302,341 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 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 |
CONDENSED CONSOLIDATING FINAN46
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 2028 Debentures) (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of condensed balance sheets | July 28, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 33,121 $ 683 $ 4,706 $ — $ 38,510 Credit card receivables — 30,551 — 3,138 — 33,689 Merchandise inventories — 844,429 145,967 125,443 — 1,115,839 Other current assets — 111,279 10,348 2,781 (586 ) 123,822 Total current assets — 1,019,380 156,998 136,068 (586 ) 1,311,860 Property and equipment, net — 1,327,509 138,740 103,655 — 1,569,904 Intangible assets, net — 459,512 2,203,322 72,469 — 2,735,303 Goodwill — 1,338,843 414,402 130,624 — 1,883,869 Other long-term assets — 43,863 1,104 — — 44,967 Investments in subsidiaries 759,181 3,194,802 — — (3,953,983 ) — Total assets $ 759,181 $ 7,383,909 $ 2,914,566 $ 442,816 $ (3,954,569 ) $ 7,545,903 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 281,488 $ — $ 37,481 $ — $ 318,969 Accrued liabilities — 406,072 69,979 35,824 (586 ) 511,289 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 716,986 69,979 73,305 (586 ) 859,684 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,623,152 — — — 4,623,152 Deferred income taxes — 694,848 — 12,706 — 707,554 Other long-term liabilities — 589,742 7,390 (800 ) — 596,332 Total long-term liabilities — 5,907,742 7,390 11,906 — 5,927,038 Total member equity 759,181 759,181 2,837,197 357,605 (3,953,983 ) 759,181 Total liabilities and member equity $ 759,181 $ 7,383,909 $ 2,914,566 $ 442,816 $ (3,954,569 ) $ 7,545,903 July 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 28,301 $ 649 $ 20,289 $ — $ 49,239 Credit card receivables — 35,091 — 3,745 — 38,836 Merchandise inventories — 915,910 151,193 86,554 — 1,153,657 Other current assets — 135,174 9,956 1,896 (587 ) 146,439 Total current assets — 1,114,476 161,798 112,484 (587 ) 1,388,171 Property and equipment, net — 1,333,487 149,932 103,542 — 1,586,961 Intangible assets, net — 509,757 2,249,290 72,369 — 2,831,416 Goodwill — 1,338,844 414,402 127,648 — 1,880,894 Other long-term assets — 14,384 1,690 — — 16,074 Investments in subsidiaries 466,652 3,239,816 — — (3,706,468 ) — Total assets $ 466,652 $ 7,550,764 $ 2,977,112 $ 416,043 $ (3,707,055 ) $ 7,703,516 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 288,079 $ — $ 28,751 $ — $ 316,830 Accrued liabilities — 350,773 74,832 31,919 (587 ) 456,937 Current portion of long-term debt — 29,426 — — — 29,426 Total current liabilities — 668,278 74,832 60,670 (587 ) 803,193 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,675,540 — — — 4,675,540 Deferred income taxes — 1,144,022 — 12,811 — 1,156,833 Other long-term liabilities — 596,272 5,379 (353 ) — 601,298 Total long-term liabilities — 6,415,834 5,379 12,458 — 6,433,671 Total member equity 466,652 466,652 2,896,901 342,915 (3,706,468 ) 466,652 Total liabilities and member equity $ 466,652 $ 7,550,764 $ 2,977,112 $ 416,043 $ (3,707,055 ) $ 7,703,516 (in thousands) July 28, 2018 July 29, 2017 Total assets $ 442,748 $ 415,974 Net assets 146,300 137,661 July 28, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 33,121 $ 5,389 $ — $ 38,510 Credit card receivables — 30,551 3,138 — 33,689 Merchandise inventories — 844,429 271,410 — 1,115,839 Other current assets — 111,279 13,129 (586 ) 123,822 Total current assets — 1,019,380 293,066 (586 ) 1,311,860 Property and equipment, net — 1,327,509 242,395 — 1,569,904 Intangible assets, net — 459,512 2,275,791 — 2,735,303 Goodwill — 1,338,843 545,026 — 1,883,869 Other long-term assets — 43,863 1,104 — 44,967 Investments in subsidiaries 759,181 3,194,802 — (3,953,983 ) — Total assets $ 759,181 $ 7,383,909 $ 3,357,382 $ (3,954,569 ) $ 7,545,903 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 281,488 $ 37,481 $ — $ 318,969 Accrued liabilities — 406,072 105,803 (586 ) 511,289 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 716,986 143,284 (586 ) 859,684 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,623,152 — — 4,623,152 Deferred income taxes — 694,848 12,706 — 707,554 Other long-term liabilities — 589,742 6,590 — 596,332 Total long-term liabilities — 5,907,742 19,296 — 5,927,038 Total member equity 759,181 759,181 3,194,802 (3,953,983 ) 759,181 Total liabilities and member equity $ 759,181 $ 7,383,909 $ 3,357,382 $ (3,954,569 ) $ 7,545,903 July 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 28,301 $ 20,938 $ — $ 49,239 Credit card receivables — 35,091 3,745 — 38,836 Merchandise inventories — 915,910 237,747 — 1,153,657 Other current assets — 135,174 11,852 (587 ) 146,439 Total current assets — 1,114,476 274,282 (587 ) 1,388,171 Property and equipment, net — 1,333,487 253,474 — 1,586,961 Intangible assets, net — 509,757 2,321,659 — 2,831,416 Goodwill — 1,338,844 542,050 — 1,880,894 Other long-term assets — 14,384 1,690 — 16,074 Investments in subsidiaries 466,652 3,239,816 — (3,706,468 ) — Total assets $ 466,652 $ 7,550,764 $ 3,393,155 $ (3,707,055 ) $ 7,703,516 LIABILITIES AND MEMBER EQUITY Current liabilities: Accounts payable $ — $ 288,079 $ 28,751 $ — $ 316,830 Accrued liabilities — 350,773 106,751 (587 ) 456,937 Current portion of long-term debt — 29,426 — — 29,426 Total current liabilities — 668,278 135,502 (587 ) 803,193 Long-term liabilities: Long-term debt, net of debt issuance costs — 4,675,540 — — 4,675,540 Deferred income taxes — 1,144,022 12,811 — 1,156,833 Other long-term liabilities — 596,272 5,026 — 601,298 Total long-term liabilities — 6,415,834 17,837 — 6,433,671 Total member equity 466,652 466,652 3,239,816 (3,706,468 ) 466,652 Total liabilities and member equity $ 466,652 $ 7,550,764 $ 3,393,155 $ (3,707,055 ) $ 7,703,516 |
Schedule of condensed statements of operations | Fiscal year ended July 28, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,770,909 $ 765,401 $ 364,134 $ — $ 4,900,444 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,559,212 523,251 238,290 — 3,320,753 Selling, general and administrative expenses (excluding depreciation) — 941,192 137,133 101,316 — 1,179,641 Income from credit card program — (41,256 ) (5,105 ) — — (46,361 ) Depreciation expense — 190,138 16,311 8,003 — 214,452 Amortization of intangible assets and favorable lease commitments — 50,140 45,969 1,622 — 97,731 Other expenses (income) — 37,721 — — — 37,721 Operating earnings (loss) — 33,762 47,842 14,903 — 96,507 Interest expense (income), net — 307,379 — 62 — 307,441 Intercompany royalty charges (income) — 178,229 (178,229 ) — — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — — 490,744 — Earnings (loss) before income taxes 251,131 (212,233 ) 226,071 14,841 (490,744 ) (210,934 ) Income tax expense (benefit) — (463,364 ) — 1,299 — (462,065 ) Net earnings (loss) $ 251,131 $ 251,131 $ 226,071 $ 13,542 $ (490,744 ) $ 251,131 Total other comprehensive earnings (loss), net of tax 41,134 36,690 — 4,444 (41,134 ) 41,134 Total comprehensive earnings (loss) $ 292,265 $ 287,821 $ 226,071 $ 17,986 $ (531,878 ) $ 292,265 Fiscal year ended July 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,708,882 $ 731,503 $ 265,608 $ — $ 4,705,993 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,534,910 512,362 172,755 — 3,220,027 Selling, general and administrative expenses (excluding depreciation) — 921,195 133,108 75,006 — 1,129,309 Income from credit card program — (54,623 ) (5,459 ) — — (60,082 ) Depreciation expense — 205,993 16,214 3,256 — 225,463 Amortization of intangible assets and favorable lease commitments — 54,640 46,379 3,012 — 104,031 Other expenses (income) — 28,015 — 1,715 — 29,730 Impairment charges — 510,736 — — — 510,736 Operating earnings (loss) — (491,984 ) 28,899 9,864 — (453,221 ) Interest expense (income), net — 295,717 — (49 ) — 295,668 Intercompany royalty charges (income) — 150,719 (150,719 ) — — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — — (342,718 ) — Earnings (loss) before income taxes (531,759 ) (749,379 ) 179,618 9,913 342,718 (748,889 ) Income tax expense (benefit) — (217,620 ) — 490 — (217,130 ) Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 179,618 $ 9,423 $ 342,718 $ (531,759 ) Total other comprehensive earnings (loss), net of tax 52,410 44,842 — 7,568 (52,410 ) 52,410 Total comprehensive earnings (loss) $ (479,349 ) $ (486,917 ) $ 179,618 $ 16,991 $ 290,308 $ (479,349 ) Fiscal year ended July 30, 2016 (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 (income) — 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 (income), net — 285,381 (8,080 ) 8,295 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — — (201,471 ) — Earnings (loss) before income taxes (406,110 ) (547,352 ) 210,254 (5,514 ) 201,471 (547,251 ) Income tax expense (benefit) — (141,242 ) — 101 — (141,141 ) Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 210,254 $ (5,615 ) $ 201,471 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) — (2,282 ) 64,613 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (468,441 ) $ 210,254 $ (7,897 ) $ 266,084 $ (470,723 ) Fiscal year ended (in thousands) July 28, 2018 July 29, 2017 Revenues $ 364,134 $ 265,608 Net earnings 7,490 3,700 Fiscal year ended July 28, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,770,909 $ 1,129,535 $ — $ 4,900,444 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,559,212 761,541 — 3,320,753 Selling, general and administrative expenses (excluding depreciation) — 941,192 238,449 — 1,179,641 Income from credit card program — (41,256 ) (5,105 ) — (46,361 ) Depreciation expense — 190,138 24,314 — 214,452 Amortization of intangible assets and favorable lease commitments — 50,140 47,591 — 97,731 Other expenses (income) — 37,721 — — 37,721 Operating earnings (loss) — 33,762 62,745 — 96,507 Interest expense (income), net — 307,379 62 — 307,441 Intercompany royalty charges (income) — 178,229 (178,229 ) — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — 490,744 — Earnings (loss) before income taxes 251,131 (212,233 ) 240,912 (490,744 ) (210,934 ) Income tax expense (benefit) — (463,364 ) 1,299 — (462,065 ) Net earnings (loss) $ 251,131 $ 251,131 $ 239,613 $ (490,744 ) $ 251,131 Total other comprehensive earnings (loss), net of tax 41,134 36,690 4,444 (41,134 ) 41,134 Total comprehensive earnings (loss) $ 292,265 $ 287,821 $ 244,057 $ (531,878 ) $ 292,265 Fiscal year ended July 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,708,882 $ 997,111 $ — $ 4,705,993 Cost of goods sold including buying and occupancy costs (excluding depreciation) — 2,534,910 685,117 — 3,220,027 Selling, general and administrative expenses (excluding depreciation) — 921,195 208,114 — 1,129,309 Income from credit card program — (54,623 ) (5,459 ) — (60,082 ) Depreciation expense — 205,993 19,470 — 225,463 Amortization of intangible assets and favorable lease commitments — 54,640 49,391 — 104,031 Other expenses (income) — 28,015 1,715 — 29,730 Impairment charges — 510,736 — — 510,736 Operating earnings (loss) — (491,984 ) 38,763 — (453,221 ) Interest expense (income), net — 295,717 (49 ) — 295,668 Intercompany royalty charges (income) — 150,719 (150,719 ) — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — (342,718 ) — Earnings (loss) before income taxes (531,759 ) (749,379 ) 189,531 342,718 (748,889 ) Income tax expense (benefit) — (217,620 ) 490 — (217,130 ) Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 189,041 $ 342,718 $ (531,759 ) Total other comprehensive earnings (loss), net of tax 52,410 44,842 7,568 (52,410 ) 52,410 Total comprehensive earnings (loss) $ (479,349 ) $ (486,917 ) $ 196,609 $ 290,308 $ (479,349 ) Fiscal year ended July 30, 2016 (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 (income) — 22,283 4,844 — 27,127 Impairment charges — 466,155 — — 466,155 Operating earnings (loss) — (316,325 ) 54,670 — (261,655 ) Interest expense (income), net — 285,381 215 — 285,596 Intercompany royalty charges (income) — 150,285 (150,285 ) — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — (201,471 ) — Earnings (loss) before income taxes (406,110 ) (547,352 ) 204,740 201,471 (547,251 ) Income tax expense (benefit) — (141,242 ) 101 — (141,141 ) Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 204,639 $ 201,471 $ (406,110 ) Total other comprehensive earnings (loss), net of tax (64,613 ) (62,331 ) (2,282 ) 64,613 (64,613 ) Total comprehensive earnings (loss) $ (470,723 ) $ (468,441 ) $ 202,357 $ 266,084 $ (470,723 ) |
Schedule of condensed statements of cash flows | Fiscal year ended July 28, 2018 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ 251,131 $ 251,131 $ 226,071 $ 13,542 $ (490,744 ) $ 251,131 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 264,758 62,280 9,625 — 336,663 Deferred income taxes — (466,925 ) — (1,658 ) — (468,583 ) Payment-in-kind interest — 41,755 — — — 41,755 Other — 4,959 2,597 (233 ) — 7,323 Intercompany royalty income payable (receivable) — 178,229 (178,229 ) — — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — — 490,744 — Changes in operating assets and liabilities, net — 265,324 (106,897 ) (29,504 ) — 128,923 Net cash provided by (used for) operating activities — 299,618 5,822 (8,228 ) — 297,212 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (160,774 ) (5,788 ) (8,034 ) — (174,596 ) Net cash provided by (used for) investing activities — (160,774 ) (5,788 ) (8,034 ) — (174,596 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under revolving credit facilities — 1,041,000 — 46,915 — 1,087,915 Repayment of borrowings — (1,174,426 ) — (46,915 ) — (1,221,341 ) Repurchase of stock — (266 ) — — — (266 ) Shares withheld for remittance of employee taxes — (332 ) — — — (332 ) Net cash provided by (used for) financing activities — (134,024 ) — — — (134,024 ) Effect of exchange rate changes on cash and cash equivalents — — — 679 — 679 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 4,820 34 (15,583 ) — (10,729 ) Beginning balance — 28,301 649 20,289 — 49,239 Ending balance $ — $ 33,121 $ 683 $ 4,706 $ — $ 38,510 Fiscal year ended July 29, 2017 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 179,618 $ 9,423 $ 342,718 $ (531,759 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 285,143 62,593 6,268 — 354,004 Impairment charges — 510,736 — — — 510,736 Deferred income taxes — (172,611 ) — 1,459 — (171,152 ) Payment-in-kind interest — 16,599 — — — 16,599 Other — (5,172 ) 2,400 (472 ) — (3,244 ) Intercompany royalty income payable (receivable) — 150,719 (150,719 ) — — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — — (342,718 ) — Changes in operating assets and liabilities, net — 59,095 (67,800 ) (19,505 ) — (28,210 ) Net cash provided by (used for) operating activities — 123,709 26,092 (2,827 ) — 146,974 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (171,372 ) (26,379 ) (6,885 ) — (204,636 ) Investment in subsidiaries — (27,042 ) — 27,042 — — Net cash provided by (used for) investing activities — (198,414 ) (26,379 ) 20,157 — (204,636 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 889,000 — — — 889,000 Repayment of borrowings — (820,426 ) — — — (820,426 ) 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 — 63,215 — (22,857 ) — 40,358 Effect of exchange rate changes on cash and cash equivalents — — — 4,700 — 4,700 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (11,490 ) (287 ) (827 ) — (12,604 ) Beginning balance — 39,791 936 21,116 — 61,843 Ending balance $ — $ 28,301 $ 649 $ 20,289 $ — $ 49,239 Fiscal year ended July 30, 2016 (in thousands) Company NMG Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 210,254 $ (5,615 ) $ 201,471 $ (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 — (18,505 ) (8,663 ) 15,223 — (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — — (201,471 ) — 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 revolving credit facilities — 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 July 28, 2018 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS - OPERATING ACTIVITIES Net earnings (loss) $ 251,131 $ 251,131 $ 239,613 $ (490,744 ) $ 251,131 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 264,758 71,905 — 336,663 Deferred income taxes — (466,925 ) (1,658 ) — (468,583 ) Payment-in-kind interest — 41,755 — — 41,755 Other — 4,959 2,364 — 7,323 Intercompany royalty income payable (receivable) — 178,229 (178,229 ) — — Equity in loss (earnings) of subsidiaries (251,131 ) (239,613 ) — 490,744 — Changes in operating assets and liabilities, net — 265,324 (136,401 ) — 128,923 Net cash provided by (used for) operating activities — 299,618 (2,406 ) — 297,212 CASH FLOWS - INVESTING ACTIVITIES Capital expenditures — (160,774 ) (13,822 ) — (174,596 ) Net cash provided by (used for) investing activities — (160,774 ) (13,822 ) — (174,596 ) CASH FLOWS - FINANCING ACTIVITIES Borrowings under revolving credit facilities — 1,041,000 46,915 — 1,087,915 Repayment of borrowings — (1,174,426 ) (46,915 ) — (1,221,341 ) Repurchase of stock — (266 ) — — (266 ) Shares withheld for remittance of employee taxes — (332 ) — — (332 ) Net cash provided by (used for) financing activities — (134,024 ) — — (134,024 ) Effect of exchange rate changes on cash and cash equivalents — — 679 — 679 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — 4,820 (15,549 ) — (10,729 ) Beginning balance — 28,301 20,938 — 49,239 Ending balance $ — $ 33,121 $ 5,389 $ — $ 38,510 Fiscal year ended July 29, 2017 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (531,759 ) $ (531,759 ) $ 189,041 $ 342,718 $ (531,759 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation and amortization expense — 285,143 68,861 — 354,004 Impairment charges — 510,736 — — 510,736 Deferred income taxes — (172,611 ) 1,459 — (171,152 ) Payment-in-kind interest — 16,599 — 16,599 Other — (5,172 ) 1,928 — (3,244 ) Intercompany royalty income payable (receivable) — 150,719 (150,719 ) — — Equity in loss (earnings) of subsidiaries 531,759 (189,041 ) — (342,718 ) — Changes in operating assets and liabilities, net — 59,095 (87,305 ) — (28,210 ) Net cash provided by (used for) operating activities — 123,709 23,265 — 146,974 CASH FLOWS—INVESTING ACTIVITIES Capital expenditures — (171,372 ) (33,264 ) — (204,636 ) Investment in subsidiaries — (27,042 ) 27,042 — — Net cash provided by (used for) investing activities — (198,414 ) (6,222 ) — (204,636 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 889,000 — — 889,000 Repayment of borrowings — (820,426 ) — — (820,426 ) 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 — 63,215 (22,857 ) — 40,358 Effect of exchange rate changes on cash and cash equivalents — — 4,700 — 4,700 CASH AND CASH EQUIVALENTS Increase (decrease) during the period — (11,490 ) (1,114 ) — (12,604 ) Beginning balance — 39,791 22,052 — 61,843 Ending balance $ — $ 28,301 $ 20,938 $ — $ 49,239 Fiscal year ended July 30, 2016 (in thousands) Company NMG Non- Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS—OPERATING ACTIVITIES Net earnings (loss) $ (406,110 ) $ (406,110 ) $ 204,639 $ 201,471 $ (406,110 ) Adjustments to reconcile net earnings (loss) to net cash provided by (used for) 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 — (18,505 ) 6,560 — (11,945 ) Intercompany royalty income payable (receivable) — 150,285 (150,285 ) — — Equity in loss (earnings) of subsidiaries 406,110 (204,639 ) — (201,471 ) — Changes in operating assets and liabilities, net — 126,863 (124,159 ) — 2,704 Net cash provided by (used for) 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 provided by (used for) investing activities — (284,298 ) (18,043 ) — (302,341 ) CASH FLOWS—FINANCING ACTIVITIES Borrowings under revolving credit facilities — 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 |
QUARTERLY FINANCIAL INFORMATI47
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | Fiscal year 2018 (in millions) First Quarter Second Quarter Third Quarter Fourth Quarter Total Revenues $ 1,120.3 $ 1,482.1 $ 1,165.1 $ 1,132.9 $ 4,900.4 Gross profit (1) 397.4 458.1 408.7 315.5 1,579.7 Net earnings (loss) (2) (26.2 ) 372.5 (19.9 ) (75.3 ) 251.1 Fiscal year 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Total Revenues $ 1,079.1 $ 1,395.6 $ 1,111.4 $ 1,119.9 $ 4,706.0 Gross profit (1) 379.2 413.1 380.9 312.8 1,486.0 Net loss (3) (23.5 ) (117.1 ) (24.9 ) (366.3 ) (531.8 ) (1) Gross profit includes revenues less cost of goods sold including buying and occupancy costs (excluding depreciation). Unfavorable shrink adjustments of $12.5 million were recorded as a result of physical inventory counts in the fourth quarter of fiscal year 2018. (2) For fiscal year 2018, net earnings (loss) includes the income tax effects of the Tax Reform, which were as follows: Fiscal year 2018 (in thousands) Second Third Fourth Total Income tax loss (benefit) from the Tax Reform $ (387.8 ) $ 1.5 $ (5.3 ) $ (391.6 ) (3) For fiscal year 2017, net loss includes pretax impairment charges to writedown the net carrying value of certain tradenames, goodwill and long-lived assets to fair value, which were as follows: Fiscal year 2017 (in thousands) Second Fourth Total Tradenames $ 150.1 $ 159.6 $ 309.7 Goodwill — 196.2 196.2 Long-lived assets 3.7 1.2 4.8 Total $ 153.8 $ 357.0 $ 510.7 |
SUBSEQUENT EVENTS SUBSEQUENT EV
SUBSEQUENT EVENTS SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Subsequent Events [Abstract] | |
Schedule of Summarized Financial Information | Summarized financial information for NMG International LLC and its subsidiaries prior to the Distribution is as follows: (in thousands) July 28, 2018 July 29, 2017 Total assets $ 351,982 $ 320,876 Net assets 266,784 248,228 Fiscal year ended (in thousands) July 28, 2018 July 29, 2017 July 30, 2016 Revenues $ 364,134 $ 265,608 $ 201,806 Net earnings 13,833 9,052 3,039 |
SUMMARY OF SIGNIFICANT ACCOUN49
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Cash and Cash Equivalents | |||
Accounts payable related to outstanding checks not yet presented for payment | $ 39 | $ 39.6 | |
Merchandise Inventories and Cost of Goods Sold | |||
Vendor allowances received | $ 79.1 | $ 83.6 | $ 100.8 |
Vendor allowances received, percent of revenue | 1.60% | 1.80% | 2.00% |
Consignment merchandise held with a cost basis | $ 370.2 | $ 393.1 |
SUMMARY OF SIGNIFICANT ACCOUN50
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Jul. 28, 2018 | |
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 |
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 | 3 Months Ended | 12 Months Ended | |||
Jul. 29, 2017 | Jan. 28, 2017 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Long-lived assets | $ 1,200 | $ 3,700 | $ 4,800 | $ 38,100 | |
Estimated amortization of all acquisition-related intangible assets | |||||
2,019 | $ 94,958 | ||||
2,020 | 88,258 | ||||
2,021 | 82,285 | ||||
2,022 | 82,450 | ||||
2,023 | $ 81,295 | ||||
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 | 5 years | ||||
Favorable lease commitments | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives | 55 years | ||||
Other Definite-lived Intangible Assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average life | 13 years | ||||
Other Definite-lived Intangible Assets | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives | 6 years | ||||
Other Definite-lived Intangible Assets | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives | 16 years |
SUMMARY OF SIGNIFICANT ACCOUN52
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jul. 29, 2017 | Jan. 28, 2017 | Jul. 29, 2017 | Jul. 30, 2016 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Writedown of goodwill | $ 196,200 | $ 0 | $ 196,164 | $ 199,218 |
Tradenames | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Writedown of indefinite-lived intangible assets | $ 159,600 | $ 150,100 | $ 309,744 | $ 228,877 |
SUMMARY OF SIGNIFICANT ACCOUN53
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jul. 28, 2018 | Apr. 28, 2018 | Jan. 27, 2018 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Leases | ||||||
Construction allowances received | $ 50,264 | $ 37,431 | $ 38,293 | |||
Property and equipment acquired through developer financing obligations | $ 110,000 | 110,000 | 96,900 | |||
Revenues | ||||||
Reserves for anticipated sales returns | 44,674 | 44,674 | 47,006 | |||
Selling, General and Administrative Expenses (Excluding Depreciation) | ||||||
Allowances received from vendors related to compensation programs | $ 58,600 | $ 62,400 | $ 70,300 | |||
Allowances received from vendors related to compensation programs, percent of revenue | 1.20% | 1.30% | 1.40% | |||
Cooperative advertising amount | $ 45,600 | $ 50,100 | $ 54,800 | |||
Cooperative advertising amount, percent of revenue | 0.90% | 1.10% | 1.10% | |||
Marketing and advertising | $ 225,300 | $ 200,300 | $ 195,900 | |||
Marketing and advertising expense, percent of revenue | 4.60% | 4.30% | 4.00% | |||
Renewable agreement term with Capital One (years) | 3 years | |||||
Gift Cards | ||||||
Unredeemed gift cards | 43,000 | $ 43,000 | $ 45,500 | |||
Gift card breakage recognized | $ 1,500 | 1,700 | $ 1,300 | |||
Federal statutory tax rate | 26.90% | |||||
Income tax loss (benefit) from the Tax Reform | $ (5,300) | $ 1,500 | $ (387,800) | $ (391,558) | 0 | 0 |
Minimum | ||||||
Leases | ||||||
Operating leases, term of contract including renewal options (in years) | 1 year | |||||
Selling, General and Administrative Expenses (Excluding Depreciation) | ||||||
Amortization period for print catalog costs | 3 months | |||||
Maximum | ||||||
Leases | ||||||
Operating leases, term of contract including renewal options (in years) | 130 years | |||||
Delivery and Processing | ||||||
Revenues | ||||||
Revenues | $ 62,000 | $ 58,700 | $ 50,600 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jul. 28, 2018 | Jul. 29, 2017 |
FAIR VALUE MEASUREMENTS | ||
Carrying Value | $ 4,710,451,000 | $ 4,785,310,000 |
Asset-Based Revolving Credit Facility | ||
FAIR VALUE MEASUREMENTS | ||
Carrying Value | 159,000,000 | 263,000,000 |
mytheresa.com Credit Facilities | ||
FAIR VALUE MEASUREMENTS | ||
Carrying Value | 0 | 0 |
Senior Secured Term Loan Facility | ||
FAIR VALUE MEASUREMENTS | ||
Carrying Value | 2,810,207,000 | 2,839,633,000 |
Debt instrument, face amount | 2,950,000,000 | |
Cash Pay Notes | ||
FAIR VALUE MEASUREMENTS | ||
Carrying Value | 960,000,000 | 960,000,000 |
Debt instrument, face amount | $ 960,000,000 | |
Stated interest rate (as a percent) | 8.00% | |
PIK Toggle Notes | ||
FAIR VALUE MEASUREMENTS | ||
Carrying Value | $ 658,354,000 | 600,000,000 |
Debt instrument, face amount | $ 600,000,000 | |
PIK Toggle Notes | Minimum | ||
FAIR VALUE MEASUREMENTS | ||
Stated interest rate (as a percent) | 8.75% | |
PIK Toggle Notes | Maximum | ||
FAIR VALUE MEASUREMENTS | ||
Stated interest rate (as a percent) | 9.50% | |
2028 Debentures | ||
FAIR VALUE MEASUREMENTS | ||
Carrying Value | $ 122,890,000 | 122,677,000 |
Debt instrument, face amount | $ 125,000,000 | |
Stated interest rate (as a percent) | 7.125% | |
Fair Value | Recurring basis | Other Long-Term Assets | Level 2 | Interest Rate Swaps | ||
FAIR VALUE MEASUREMENTS | ||
Interest rate swaps | $ 35,649,000 | 3,628,000 |
Fair Value | Recurring basis | Other Long-Term Liabilities | Level 3 | ||
FAIR VALUE MEASUREMENTS | ||
Stock-based award liability | 8,807,000 | 1,344,000 |
Fair Value | Non-recurring basis | Level 2 | Asset-Based Revolving Credit Facility | ||
FAIR VALUE MEASUREMENTS | ||
Fair Value | 159,000,000 | 263,000,000 |
Fair Value | Non-recurring basis | Level 2 | mytheresa.com Credit Facilities | ||
FAIR VALUE MEASUREMENTS | ||
Fair Value | 0 | 0 |
Fair Value | Non-recurring basis | Level 2 | Senior Secured Term Loan Facility | ||
FAIR VALUE MEASUREMENTS | ||
Fair Value | 2,492,316,000 | 2,113,766,000 |
Fair Value | Non-recurring basis | Level 2 | Cash Pay Notes | ||
FAIR VALUE MEASUREMENTS | ||
Fair Value | 609,302,000 | 532,253,000 |
Fair Value | Non-recurring basis | Level 2 | PIK Toggle Notes | ||
FAIR VALUE MEASUREMENTS | ||
Fair Value | 420,997,000 | 297,000,000 |
Fair Value | Non-recurring basis | Level 2 | 2028 Debentures | ||
FAIR VALUE MEASUREMENTS | ||
Fair Value | $ 103,570,000 | $ 87,490,000 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Jul. 28, 2018 | Jul. 29, 2017 |
PROPERTY AND EQUIPMENT, NET | ||
Property, plant and equipment, gross | $ 2,499,314 | $ 2,339,811 |
Less: accumulated depreciation | 929,410 | 752,850 |
Property and equipment, net | 1,569,904 | 1,586,961 |
Property and equipment acquired through developer financing obligations | 110,000 | 96,900 |
Land, buildings and improvements | ||
PROPERTY AND EQUIPMENT, NET | ||
Property, plant and equipment, gross | 1,274,399 | 1,280,214 |
Fixtures and equipment | ||
PROPERTY AND EQUIPMENT, NET | ||
Property, plant and equipment, gross | 960,094 | 914,489 |
Construction in progress | ||
PROPERTY AND EQUIPMENT, NET | ||
Property, plant and equipment, gross | $ 264,821 | $ 145,108 |
INTANGIBLE ASSETS, NET AND GO56
INTANGIBLE ASSETS, NET AND GOODWILL (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jul. 29, 2017 | Jan. 28, 2017 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Intangible Assets Subject to Amortization [Rollforward] | |||||
Amortization | $ (46,685) | $ (50,769) | $ (57,011) | ||
Goodwill [Roll Forward] | |||||
Balance at beginning of period, Goodwill | 1,880,894 | 2,072,818 | |||
Impairment of goodwill | $ (196,200) | $ 0 | (196,164) | (199,218) | |
Foreign currency translation adjustment | 2,975 | 4,240 | |||
Balance at end of period, Goodwill | 1,880,894 | 1,883,869 | 1,880,894 | 2,072,818 | |
Tradenames | |||||
Intangible Assets Subject to Amortization [Rollforward] | |||||
Balance at beginning of period | 1,499,750 | 1,807,246 | |||
Impairment of intangible assets | (159,600) | $ (150,100) | (309,744) | (228,877) | |
Foreign currency translation adjustment | 1,577 | 2,248 | |||
Balance at end of the period | 1,499,750 | 1,501,327 | 1,499,750 | 1,807,246 | |
Favorable Lease Commitments | |||||
Intangible Assets Subject to Amortization [Rollforward] | |||||
Balance at beginning of period | 930,585 | 985,534 | |||
Amortization | (51,046) | (53,262) | |||
Impairment of intangible assets | (1,687) | ||||
Foreign currency translation adjustment | 0 | 0 | |||
Write-offs related to store closures and other | (105) | ||||
Balance at end of the period | 930,585 | 879,434 | 930,585 | 985,534 | |
Goodwill [Roll Forward] | |||||
Total accumulated amortization at the end of the period | 248,846 | ||||
Other Definite-lived Intangible Assets | |||||
Intangible Assets Subject to Amortization [Rollforward] | |||||
Balance at beginning of period | 401,081 | 451,722 | |||
Amortization | (46,685) | (50,769) | |||
Impairment of intangible assets | 0 | ||||
Foreign currency translation adjustment | 146 | 128 | |||
Write-offs related to store closures and other | 0 | ||||
Balance at end of the period | $ 401,081 | 354,542 | $ 401,081 | $ 451,722 | |
Goodwill [Roll Forward] | |||||
Total accumulated amortization at the end of the period | $ 346,387 |
IMPAIRMENT CHARGES (Details)
IMPAIRMENT CHARGES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jul. 29, 2017 | Jan. 28, 2017 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 196,200 | $ 0 | $ 196,164 | $ 199,218 | |
Impairment charges | 357,000 | 153,800 | $ 0 | 510,736 | 466,155 |
Property and equipment | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Property and equipment | 3,141 | 25,426 | |||
Other definite-lived intangible assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Definite-lived intangible assets | 1,687 | 12,634 | |||
Tradenames | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Tradenames | $ 159,600 | $ 150,100 | $ 309,744 | $ 228,877 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Jul. 28, 2018 | Jul. 29, 2017 |
Payables and Accruals [Abstract] | ||
Accrued salaries and related liabilities | $ 84,347 | $ 64,508 |
Amounts due customers | 137,918 | 141,590 |
Self-insurance reserves | 39,506 | 36,545 |
Interest payable | 50,848 | 31,935 |
Sales returns reserves | 44,674 | 47,006 |
Sales taxes payable | 30,671 | 28,811 |
Other | 123,325 | 106,542 |
Total | $ 511,289 | $ 456,937 |
LONG-TERM DEBT - Schedule of si
LONG-TERM DEBT - Schedule of significant components (Details) - USD ($) $ in Thousands | Jul. 28, 2018 | Jul. 29, 2017 |
Long-term Debt | ||
Total debt | $ 4,710,451 | $ 4,785,310 |
Less: current portion of Senior Secured Term Loan Facility | (29,426) | (29,426) |
Less: unamortized debt issuance costs | (57,873) | (80,344) |
Long-term debt, net of debt issuance costs | 4,623,152 | 4,675,540 |
Asset-Based Revolving Credit Facility | ||
Long-term Debt | ||
Total debt | 159,000 | 263,000 |
mytheresa.com Credit Facilities | ||
Long-term Debt | ||
Total debt | 0 | 0 |
Senior Secured Term Loan Facility | ||
Long-term Debt | ||
Total debt | $ 2,810,207 | 2,839,633 |
Cash Pay Notes | ||
Long-term Debt | ||
Stated interest rate (as a percent) | 8.00% | |
Total debt | $ 960,000 | 960,000 |
PIK Toggle Notes | ||
Long-term Debt | ||
Total debt | $ 658,354 | 600,000 |
2028 Debentures | ||
Long-term Debt | ||
Stated interest rate (as a percent) | 7.125% | |
Total debt | $ 122,890 | $ 122,677 |
Minimum | PIK Toggle Notes | ||
Long-term Debt | ||
Stated interest rate (as a percent) | 8.75% | |
Maximum | PIK Toggle Notes | ||
Long-term Debt | ||
Stated interest rate (as a percent) | 9.50% |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | Jul. 28, 2018USD ($) | Apr. 30, 2018USD ($) | Oct. 31, 2017USD ($) | Jul. 28, 2018USD ($)credit_facility | Jul. 29, 2017USD ($) | Jul. 30, 2016USD ($) | Jul. 28, 2018EUR (€)payment | Jul. 28, 2018USD ($)payment | Jul. 24, 2018EUR (€) | Jul. 23, 2018EUR (€) |
Long-term Debt | ||||||||||
Total debt | $ 4,785,310,000 | $ 4,710,451,000 | ||||||||
Assets | 7,703,516,000 | 7,545,903,000 | ||||||||
Issuance of PIK Toggle Notes | $ 58,354,000 | 0 | $ 0 | |||||||
Asset-Based Revolving Credit Facility | ||||||||||
Long-term Debt | ||||||||||
Maximum committed borrowing capacity | 900,000,000 | |||||||||
Total debt | 263,000,000 | 159,000,000 | ||||||||
Outstanding letters of credit | 1,800,000 | |||||||||
Unused borrowing availability | 700,600,000 | |||||||||
Unused borrowing available, subject to certain restrictions | 90,000,000 | |||||||||
Maximum borrowing capacity for available letters of credit | $ 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% | ||||||||
Borrowing base restriction period | 5 days | |||||||||
Incremental borrowing capacity available under loan accordion feature | $ 200,000,000 | |||||||||
Maximum borrowing capacity with uncommitted accordion feature | $ 1,100,000,000 | |||||||||
Interest rate margin step down based on senior secured first lien net leverage | 0.25% | |||||||||
Debt, weighted average interest rate (percent) | 4.06% | 4.06% | ||||||||
Commitment fee for unused commitments (as percentage) | 0.375% | |||||||||
Amount as a condition for repaying outstanding loans. period | 5 days | |||||||||
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 | ||||||||||
Interest rate margin (as a percent) | 0.75% | |||||||||
Asset-Based Revolving Credit Facility | Federal funds effective rate | ||||||||||
Long-term Debt | ||||||||||
Interest rate margin (as a percent) | 0.50% | |||||||||
Asset-Based Revolving Credit Facility | One-month LIBOR | ||||||||||
Long-term Debt | ||||||||||
Interest rate margin (as a percent) | 1.00% | |||||||||
Asset-Based Revolving Credit Facility | LIBOR | ||||||||||
Long-term Debt | ||||||||||
Interest rate margin (as a percent) | 1.75% | |||||||||
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 | |||||||||
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 | |||||||||
Amount of pro forma excess availability under the Asset-Based Revolving Credit Facility required based on facility covenants | $ 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 | |||||||||
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 | |||||||||
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) | 1.00% | |||||||||
Asset-Based Revolving Credit Facility | Maximum | LIBOR | ||||||||||
Long-term Debt | ||||||||||
Interest rate margin (as a percent) | 2.00% | |||||||||
Senior Secured Term Loan Facility | ||||||||||
Long-term Debt | ||||||||||
Total debt | 2,839,633,000 | $ 2,810,207,000 | ||||||||
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 | |||||||||
Interest rate on the outstanding borrowings (as a percent) | 5.34% | 5.34% | ||||||||
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% | ||||||||
Quarterly payment | $ 7,400,000 | |||||||||
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 | Federal funds effective rate | ||||||||||
Long-term Debt | ||||||||||
Interest rate margin (as a percent) | 0.50% | |||||||||
Senior Secured Term Loan Facility | One-month LIBOR | ||||||||||
Long-term Debt | ||||||||||
Interest rate margin (as a percent) | 1.00% | |||||||||
Senior Secured Term Loan Facility | Minimum | ||||||||||
Long-term Debt | ||||||||||
Aggregate principal amount having customary affirmative covenants and default provisions | $ 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 | LIBOR | ||||||||||
Long-term Debt | ||||||||||
Interest rate margin (as a percent) | 1.00% | |||||||||
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% | |||||||||
Senior Secured Term Loan Facility | Maximum | LIBOR | ||||||||||
Long-term Debt | ||||||||||
Interest rate margin (as a percent) | 3.25% | |||||||||
Cash Pay Notes | ||||||||||
Long-term Debt | ||||||||||
Total debt | 960,000,000 | $ 960,000,000 | ||||||||
Stated interest rate (as a percent) | 8.00% | 8.00% | ||||||||
Initial amount under the debt instrument | $ 960,000,000 | |||||||||
Redemption percentage price | 104.00% | |||||||||
Cash Pay Notes | Minimum | ||||||||||
Long-term Debt | ||||||||||
Aggregate principal amount having customary affirmative covenants and default provisions | 50,000,000 | |||||||||
PIK Toggle Notes | ||||||||||
Long-term Debt | ||||||||||
Total debt | 600,000,000 | 658,354,000 | ||||||||
Initial amount under the debt instrument | $ 600,000,000 | |||||||||
Redemption percentage price | 104.375% | |||||||||
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% | |||||||||
Number of interest payments for which interest on debt will be paid entirely in cash | payment | 7 | 7 | ||||||||
PIK Toggle Notes | Minimum | ||||||||||
Long-term Debt | ||||||||||
Aggregate principal amount having customary affirmative covenants and default provisions | $ 50,000,000 | |||||||||
Stated interest rate (as a percent) | 8.75% | 8.75% | ||||||||
PIK Toggle Notes | Maximum | ||||||||||
Long-term Debt | ||||||||||
Stated interest rate (as a percent) | 9.50% | 9.50% | ||||||||
2028 Debentures | ||||||||||
Long-term Debt | ||||||||||
Total debt | $ 122,677,000 | $ 122,890,000 | ||||||||
Stated interest rate (as a percent) | 7.125% | 7.125% | ||||||||
Initial amount under the debt instrument | $ 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% | |||||||||
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 | |||||||||
Non- Guarantor Subsidiaries | Asset-Based Revolving Credit Facility | ||||||||||
Long-term Debt | ||||||||||
Assets | $ 442,800,000 | |||||||||
Assets of non-guarantor subsidiaries, percentage | 5.90% | 5.90% | ||||||||
October 2017 PIK Toggle Notes | PIK Toggle Notes | ||||||||||
Long-term Debt | ||||||||||
Issuance of PIK Toggle Notes | $ 29,900,000 | $ 28,500,000 | ||||||||
MyTheresa | Subsidiaries | Asset-Based Revolving Credit Facility | ||||||||||
Long-term Debt | ||||||||||
Total debt | $ 0 | |||||||||
Unused borrowing availability | € 22,300,000 | 26,000,000 | ||||||||
Number of credit facilities | credit_facility | 2 | |||||||||
Outstanding guarantees | € 1,200,000 | $ 1,400,000 | ||||||||
MyTheresa | First Credit Agreement | Subsidiaries | Asset-Based Revolving Credit Facility | ||||||||||
Long-term Debt | ||||||||||
Maximum committed borrowing capacity | € | € 15,000,000 | |||||||||
Stated interest rate (as a percent) | 2.39% | |||||||||
MyTheresa | Second Credit Agreement | Subsidiaries | Asset-Based Revolving Credit Facility | ||||||||||
Long-term Debt | ||||||||||
Maximum committed borrowing capacity | € | € 8,500,000 | |||||||||
Stated interest rate (as a percent) | 2.25% |
LONG-TERM DEBT - Maturities of
LONG-TERM DEBT - Maturities of Long-Term Debt (Details) $ in Millions | Jul. 28, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 29.4 |
2,020 | 29.4 |
2,021 | 2,910.4 |
2,022 | 1,618.4 |
2,023 | 0 |
Thereafter | $ 122.9 |
LONG-TERM DEBT - Interest Expen
LONG-TERM DEBT - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Interest expense | |||
Amortization of debt issue costs | $ 24,480 | $ 24,510 | $ 24,572 |
Capitalized interest | (8,067) | (6,270) | (7,298) |
Other, net | 2,256 | 703 | 2,214 |
Interest expense, net | 307,441 | 295,668 | 285,596 |
Asset-Based Revolving Credit Facility | |||
Interest expense | |||
Interest expense | 6,395 | 7,022 | 3,104 |
mytheresa.com Credit Facilities | |||
Interest expense | |||
Interest expense | 105 | 58 | 23 |
Senior Secured Term Loan Facility | |||
Interest expense | |||
Interest expense | 138,030 | 130,129 | 124,775 |
Cash Pay Notes | |||
Interest expense | |||
Interest expense | 76,800 | 76,800 | 76,800 |
PIK Toggle Notes | |||
Interest expense | |||
Interest expense | 58,536 | 53,810 | 52,500 |
2028 Debentures | |||
Interest expense | |||
Interest expense | $ 8,906 | $ 8,906 | $ 8,906 |
DERIVATIVE FINANCIAL INSTRUME63
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - USD ($) | 12 Months Ended | |||||
Jul. 28, 2018 | Jul. 29, 2017 | Dec. 01, 2016 | Jun. 30, 2016 | Apr. 30, 2016 | Apr. 30, 2014 | |
Derivative Financial Instruments | ||||||
Outstanding floating rate debt obligations | $ 2,969,200,000 | |||||
Gain recorded that are expected to be reclassified into interest expense in the next 12 months | 12,100,000 | |||||
Interest Rate Swaps | ||||||
Derivative Financial Instruments | ||||||
Derivative, notional amount | $ 1,400,000,000 | |||||
Interest Rate Swaps One | ||||||
Derivative Financial Instruments | ||||||
Derivative, notional amount | $ 700,000,000 | |||||
Fixed interest rate | 4.912% | |||||
Interest Rate Swaps Two | ||||||
Derivative Financial Instruments | ||||||
Derivative, notional amount | $ 700,000,000 | |||||
Fixed interest rate | 4.7395% | |||||
Interest Rate Caps | ||||||
Derivative Financial Instruments | ||||||
Derivative, notional amount | $ 1,400,000,000 | |||||
Derivative asset | $ 2,000,000 | |||||
London Interbank Offered Rate (LIBOR) | Interest Rate Caps | ||||||
Derivative Financial Instruments | ||||||
Interest rate cap (as a percent) | 3.00% | |||||
Other Noncurrent Assets | Interest Rate Swaps | ||||||
Derivative Financial Instruments | ||||||
Derivative in asset position | $ 35,600,000 | $ 3,600,000 |
DERIVATIVE FINANCIAL INSTRUME64
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of derivatives (Details) - Interest Expense - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Derivative Financial Instruments | |||
Interest rate cash flow hedge gains (losses) reclassified to earnings, net | $ 860 | $ 6,070 | $ 576 |
Interest Rate Swaps | |||
Derivative Financial Instruments | |||
Interest rate cash flow hedge gains (losses) reclassified to earnings, net | 860 | 4,646 | 0 |
Interest Rate Caps | |||
Derivative Financial Instruments | |||
Interest rate cash flow hedge gains (losses) reclassified to earnings, net | $ 0 | $ 1,424 | $ 576 |
INCOME TAXES - Schedule of sign
INCOME TAXES - Schedule of significant components of income tax expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Current: | |||
Federal | $ (2,664) | $ (38,337) | $ (36,557) |
State | 6,346 | (8,567) | (7,691) |
Foreign | 2,836 | 926 | 5,948 |
Current income tax expense | 6,518 | (45,978) | (38,300) |
Deferred: | |||
Federal | (441,782) | (148,359) | (78,804) |
State | (25,265) | (22,357) | (18,189) |
Foreign | (1,536) | (436) | (5,848) |
Deferred income tax expense | (468,583) | (171,152) | (102,841) |
Income tax benefit | $ (462,065) | $ (217,130) | $ (141,141) |
INCOME TAXES - Schedule of inco
INCOME TAXES - Schedule of income before income tax, domestic and foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (220,014) | $ (752,705) | $ (542,310) |
Foreign | 9,080 | 3,816 | (4,941) |
Loss before income taxes | $ (210,934) | $ (748,889) | $ (547,251) |
INCOME TAXES - Schedule of reco
INCOME TAXES - Schedule of reconciliation of income tax expense to the amount calculated based on federal and state statutory rates (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jul. 28, 2018 | Apr. 28, 2018 | Jan. 27, 2018 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Reconciliation of income tax (benefit) expense to the amount calculated based on the federal and state statutory rates | ||||||
Income tax benefit at statutory rate | $ (56,741) | $ (262,111) | $ (191,538) | |||
Impact of Tax Reform | $ (5,300) | $ 1,500 | $ (387,800) | (391,558) | 0 | 0 |
State income taxes, net of federal income tax benefit | (9,752) | (21,132) | (15,480) | |||
Impact of non-deductible expenses, including goodwill impairment | (1,765) | 64,875 | 64,372 | |||
Tax benefit related to tax settlements and other changes in tax liabilities | (130) | (2,022) | (554) | |||
Other | (2,119) | 3,260 | 2,059 | |||
Income tax benefit | $ (462,065) | $ (217,130) | $ (141,141) | |||
Effective tax rate | 219.10% | 29.00% | 25.80% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Jul. 28, 2018 | Apr. 28, 2018 | Jan. 27, 2018 | Jul. 29, 2017 | Jan. 28, 2017 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Operating Loss Carryforwards [Line Items] | ||||||||
Federal statutory tax rate | 26.90% | |||||||
Income tax loss (benefit) from the Tax Reform | $ (5,300) | $ 1,500 | $ (387,800) | $ (391,558) | $ 0 | $ 0 | ||
Effective income tax rate excluding impact of tax reform | 33.40% | |||||||
Effective tax rate | 219.10% | 29.00% | 25.80% | |||||
Writedown of goodwill | $ 196,200 | $ 0 | $ 196,164 | $ 199,218 | ||||
Effective tax rate, excluding goodwill impairment loss | 39.30% | 40.60% | ||||||
Net deferred income tax liability | (707,554) | (1,156,833) | $ (707,554) | $ (1,156,833) | ||||
Decrease in deferred tax liabilities | 449,200 | |||||||
Decrease deferred tax liability related to intangible assets depreciation and amortization | 43,100 | |||||||
Unrecognized tax benefits | 1,310 | 2,189 | 1,310 | 2,189 | $ 3,661 | |||
Portion of unrecognized tax benefits which would impact effective tax rate, if recognized | 1,000 | 1,000 | ||||||
Liability for accrued interest and penalties | 300 | $ 400 | 300 | $ 400 | ||||
Federal | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Net operating loss carryforward | 85,000 | 85,000 | ||||||
Tax credit carryforward, amount | 7,800 | 7,800 | ||||||
State | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Net operating loss carryforward | 32,800 | 32,800 | ||||||
Tax credit carryforward, amount | 1,600 | 1,600 | ||||||
Luxembourg | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Net operating loss carryforward | 11,100 | 11,100 | ||||||
Valuation allowance on net operating loss carry forward | $ 11,100 | $ 11,100 |
INCOME TAXES - Schedule of si69
INCOME TAXES - Schedule of significant components of net deferred income tax asset (liability) (Details) - USD ($) $ in Thousands | Jul. 28, 2018 | Jul. 29, 2017 |
Deferred income tax assets: | ||
Accruals and reserves | $ 28,415 | $ 34,727 |
Employee benefits | 111,312 | 179,565 |
Inventory | 4,929 | 0 |
Other | 69,397 | 72,882 |
Total deferred tax assets | 214,053 | 287,174 |
Deferred income tax liabilities: | ||
Inventory | 0 | (13,264) |
Depreciation and amortization | (204,524) | (322,184) |
Intangible assets | (694,483) | (1,083,459) |
Other | (22,600) | (25,100) |
Total deferred tax liabilities | (921,607) | (1,444,007) |
Net deferred income tax liability | $ (707,554) | $ (1,156,833) |
INCOME TAXES - Schedule of re70
INCOME TAXES - Schedule of reconciliation of the beginning and ending amounts of unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 28, 2018 | Jul. 29, 2017 | |
Reconciliation of the beginning and ending amounts of unrecognized tax benefits | ||
Balance at beginning of fiscal year | $ 2,189 | $ 3,661 |
Gross amount of decreases for prior year tax positions | (879) | (3,005) |
Gross amount of increases for current year tax positions | 0 | 1,533 |
Balance at end of fiscal year | $ 1,310 | $ 2,189 |
EMPLOYEE BENEFIT PLANS - Narrat
EMPLOYEE BENEFIT PLANS - Narrative (Details) - USD ($) $ in Thousands | Jul. 31, 2017 | Jul. 31, 2016 | Jan. 01, 2011 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 |
Defined contribution plans | ||||||
Aggregate expense related to plans | $ 27,900 | $ 27,700 | $ 28,000 | |||
Amortization period for deferred realized gains and losses on plan assets | 3 years | |||||
Excess of market related value over fair value of plan assets | $ 17,400 | |||||
Adjustments to benefit obligations recorded as increases to accumulated other comprehensive loss, before tax | 43,900 | |||||
Adjustments to benefit obligations recorded as increases to accumulated other comprehensive loss, net of tax | 29,400 | |||||
Decrease in accrued vacation | $ 19,500 | |||||
Maximum | ||||||
Defined contribution plans | ||||||
Investments redemption frequency | 3 years | |||||
Advanced notice period for redemption of investments | 180 days | |||||
Maximum | RSP | ||||||
Defined contribution plans | ||||||
Employee's contribution eligible for employer match (as a percent) | 6.00% | |||||
Employer matching contribution, percent of employees' contribution | 75.00% | |||||
Minimum | ||||||
Defined contribution plans | ||||||
Investments redemption frequency | 1 day | |||||
Advanced notice period for redemption of investments | 3 days | |||||
Pension Plan | ||||||
Defined contribution plans | ||||||
Employer contributions in period | $ 25,200 | $ 10,700 | ||||
Expected employer contribution in fiscal year 2019 | $ 27,600 | |||||
Expected long-term rate of return on plan assets | 5.50% | 5.50% | 5.50% | |||
Period for increase or decrease in pension expense due to actual gain or loss on plan assets | 21 years |
EMPLOYEE BENEFIT PLANS - Schedu
EMPLOYEE BENEFIT PLANS - Schedule of obligations for employee benefit plans included in other long-term liabilities (Details) - USD ($) $ in Thousands | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 |
Obligations for employee benefit plans, included in other long-term liabilities | |||
Pension Plan, net | $ 304,569 | $ 360,392 | |
Less: current portion | (6,441) | (7,803) | |
Long-term portion of benefit obligations | 298,128 | 352,589 | |
Pension Plan | |||
Obligations for employee benefit plans, included in other long-term liabilities | |||
Projected benefit obligation | 584,769 | 620,900 | $ 683,493 |
Less: Plan assets | (381,949) | (380,163) | (383,817) |
Pension Plan, net | 202,820 | 240,737 | |
SERP Plan | |||
Obligations for employee benefit plans, included in other long-term liabilities | |||
Projected benefit obligation | 98,814 | 112,739 | 118,484 |
Pension Plan, net | 98,814 | 112,739 | |
Postretirement Plan | |||
Obligations for employee benefit plans, included in other long-term liabilities | |||
Projected benefit obligation | 2,935 | 6,916 | $ 8,600 |
Pension Plan, net | $ 2,935 | $ 6,916 |
EMPLOYEE BENEFIT PLANS - Sche73
EMPLOYEE BENEFIT PLANS - Schedule of changes in obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Pension Plan | |||
Projected benefit obligations: | |||
Beginning of year | $ 620,900 | $ 683,493 | |
Service cost | 0 | 0 | |
Interest cost | 19,894 | 19,479 | $ 21,716 |
Actuarial gain | (28,657) | (56,329) | |
Benefits paid, net | (27,368) | (25,743) | |
End of year | 584,769 | 620,900 | 683,493 |
SERP Plan | |||
Projected benefit obligations: | |||
Beginning of year | 112,739 | 118,484 | |
Service cost | 0 | 0 | |
Interest cost | 3,377 | 3,134 | 3,569 |
Actuarial gain | (11,778) | (3,270) | |
Benefits paid, net | (5,524) | (5,609) | |
End of year | 98,814 | 112,739 | 118,484 |
Postretirement Plan | |||
Projected benefit obligations: | |||
Beginning of year | 6,916 | 8,600 | |
Service cost | 1 | 1 | 3 |
Interest cost | 204 | 219 | 285 |
Actuarial gain | (3,459) | (1,006) | |
Benefits paid, net | (727) | (898) | |
End of year | $ 2,935 | $ 6,916 | $ 8,600 |
EMPLOYEE BENEFIT PLANS - Sche74
EMPLOYEE BENEFIT PLANS - Schedule of components of the expenses incurred (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Pension Plan | |||
Employee Benefit Plans | |||
Interest cost | $ 19,894 | $ 19,479 | $ 21,716 |
Expected return on plan assets | (21,585) | (21,323) | (23,229) |
Net amortization of (gains) losses | 680 | 2,653 | 0 |
Service cost | 0 | 0 | |
(Income) expense under plan | (1,011) | 809 | (1,513) |
SERP Plan | |||
Employee Benefit Plans | |||
Interest cost | 3,377 | 3,134 | 3,569 |
Net amortization of (gains) losses | 0 | 93 | 0 |
Service cost | 0 | 0 | |
(Income) expense under plan | 3,377 | 3,227 | 3,569 |
Postretirement Plan | |||
Employee Benefit Plans | |||
Interest cost | 204 | 219 | 285 |
Net amortization of (gains) losses | (720) | (585) | (582) |
Service cost | 1 | 1 | 3 |
(Income) expense under plan | $ (515) | $ (365) | $ (294) |
EMPLOYEE BENEFIT PLANS - Summar
EMPLOYEE BENEFIT PLANS - Summary of expected benefit payments (Details) $ in Thousands | Jul. 28, 2018USD ($) |
Pension Plan | |
Employee Benefit Plans | |
Fiscal year 2019 | $ 30,023 |
Fiscal year 2020 | 31,203 |
Fiscal year 2021 | 32,355 |
Fiscal year 2022 | 33,382 |
Fiscal year 2023 | 34,279 |
Fiscal years 2024-2028 | 181,570 |
SERP Plan | |
Employee Benefit Plans | |
Fiscal year 2019 | 6,088 |
Fiscal year 2020 | 6,196 |
Fiscal year 2021 | 6,298 |
Fiscal year 2022 | 6,516 |
Fiscal year 2023 | 6,669 |
Fiscal years 2024-2028 | 33,346 |
Postretirement Plan | |
Employee Benefit Plans | |
Fiscal year 2019 | 353 |
Fiscal year 2020 | 302 |
Fiscal year 2021 | 308 |
Fiscal year 2022 | 274 |
Fiscal year 2023 | 267 |
Fiscal years 2024-2028 | $ 1,027 |
EMPLOYEE BENEFIT PLANS - Sche76
EMPLOYEE BENEFIT PLANS - Schedule of changes in assets held (Details) - Pension Plan - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 28, 2018 | Jul. 29, 2017 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of assets at beginning of year | $ 380,163 | $ 383,817 |
Actual return on assets | 3,954 | 11,389 |
Benefits paid | (27,368) | (25,743) |
Contributions | 25,200 | 10,700 |
Fair value of assets at end of year | $ 381,949 | $ 380,163 |
EMPLOYEE BENEFIT PLANS - Sche77
EMPLOYEE BENEFIT PLANS - Schedule of asset allocation by asset category (Details) - Pension Plan | Jul. 31, 2018 | Jul. 28, 2018 | Jul. 31, 2017 |
Employee Benefit Plans | |||
Target allocation for the next fiscal year (as a percent) | 100.00% | ||
Asset allocation (as a percent) | 100.00% | ||
Equity securities | |||
Employee Benefit Plans | |||
Target allocation for the next fiscal year (as a percent) | 60.00% | ||
Asset allocation (as a percent) | 60.00% | ||
Fixed income securities | |||
Employee Benefit Plans | |||
Target allocation for the next fiscal year (as a percent) | 40.00% | ||
Asset allocation (as a percent) | 40.00% | ||
Subsequent Event | |||
Employee Benefit Plans | |||
Asset allocation (as a percent) | 100.00% | ||
Subsequent Event | Equity securities | |||
Employee Benefit Plans | |||
Asset allocation (as a percent) | 60.00% | ||
Subsequent Event | Fixed income securities | |||
Employee Benefit Plans | |||
Asset allocation (as a percent) | 40.00% |
EMPLOYEE BENEFIT PLANS - Sche78
EMPLOYEE BENEFIT PLANS - Schedule of fair value of plan assets by level within the fair value hierarchy (Details) - Pension Plan - USD ($) $ in Thousands | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 |
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | $ 381,949 | $ 380,163 | $ 383,817 |
Recurring basis | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 381,949 | 380,163 | |
Recurring basis | Level 1 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 79,606 | 48,137 | |
Recurring basis | Level 2 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 72,250 | 104,692 | |
Recurring basis | Level 3 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Recurring basis | Corporate debt securities | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 70,940 | 102,013 | |
Recurring basis | Corporate debt securities | Level 1 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Recurring basis | Corporate debt securities | Level 2 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 70,940 | 102,013 | |
Recurring basis | Corporate debt securities | Level 3 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Recurring basis | Mutual funds | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 9,640 | 22,096 | |
Recurring basis | Mutual funds | Level 1 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 9,640 | 22,096 | |
Recurring basis | Mutual funds | Level 2 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Recurring basis | Mutual funds | Level 3 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Recurring basis | U.S. government securities | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 69,966 | 26,041 | |
Recurring basis | U.S. government securities | Level 1 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 69,966 | 26,041 | |
Recurring basis | U.S. government securities | Level 2 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Recurring basis | U.S. government securities | Level 3 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Recurring basis | Other | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 1,310 | 2,679 | |
Recurring basis | Other | Level 1 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Recurring basis | Other | Level 2 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 1,310 | 2,679 | |
Recurring basis | Other | Level 3 | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Total investments | 0 | 0 | |
Recurring basis | Common/collective trusts | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Investments measured at net asset value: | 137,324 | 66,156 | |
Recurring basis | Hedge funds | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Investments measured at net asset value: | 90,282 | 157,486 | |
Recurring basis | Limited partnership interests | |||
Fair value of plan assets by level, within the fair value hierarchy | |||
Investments measured at net asset value: | $ 2,487 | $ 3,692 |
EMPLOYEE BENEFIT PLANS - Sche79
EMPLOYEE BENEFIT PLANS - Schedule of assumptions utilized in calculating projected benefit obligations and periodic expense of the entity's Pension Plan, SERP Plan and Postretirement Plan (Details) | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | Jul. 28, 2018 |
Pension Plan | ||||
Assumptions of defined benefit plan, periodic expense | ||||
Discount rate | 3.80% | 3.44% | ||
Expected long-term rate of return on plan assets | 5.50% | 5.50% | 5.50% | |
SERP Plan | ||||
Assumptions of defined benefit plan, periodic expense | ||||
Discount rate | 3.69% | 3.30% | ||
Postretirement Plan | ||||
Assumptions of defined benefit plan, periodic expense | ||||
Discount rate | 3.71% | 3.33% | ||
Assumptions of defined benefit plan, health care cost trend rates | ||||
Initial health care cost trend rate | 8.50% | 7.50% | ||
Ultimate health care cost trend rate | 5.00% | 5.00% | ||
Subsequent Event | Pension Plan | ||||
Assumptions of defined benefit plan, periodic expense | ||||
Discount rate | 4.19% | |||
Expected long-term rate of return on plan assets | 5.50% | |||
Subsequent Event | SERP Plan | ||||
Assumptions of defined benefit plan, periodic expense | ||||
Discount rate | 4.16% | |||
Subsequent Event | Postretirement Plan | ||||
Assumptions of defined benefit plan, periodic expense | ||||
Discount rate | 4.03% | |||
Assumptions of defined benefit plan, health care cost trend rates | ||||
Initial health care cost trend rate | 8.00% | |||
Ultimate health care cost trend rate | 5.00% |
COMMITMENTS AND CONTINGENCIES80
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Jun. 02, 2014plaintiff | Sep. 30, 2017objection | Feb. 29, 2016plaintiff | Jan. 31, 2014claim | Apr. 30, 2014claim | Jul. 28, 2018USD ($) | Jul. 29, 2017USD ($) | Jul. 30, 2016USD ($) |
Rent expense and related occupancy costs under operating leases | ||||||||
Minimum rent | $ 88,700 | $ 81,700 | $ 81,300 | |||||
Contingent rent | 20,800 | 20,400 | 21,900 | |||||
Other occupancy costs | 18,000 | 18,200 | 18,300 | |||||
Amortization of deferred real estate credits | (5,000) | (4,200) | (2,100) | |||||
Total rent expense | 122,500 | $ 116,100 | $ 119,400 | |||||
Future minimum rental commitments, excluding renewal options, under non-cancelable leases | ||||||||
2,019 | 93,200 | |||||||
2,020 | 81,100 | |||||||
2,021 | 75,600 | |||||||
2,022 | 71,800 | |||||||
2,023 | 65,100 | |||||||
Thereafter | 1,398,400 | |||||||
Litigation | ||||||||
New claims filed (in plaintiffs or claims) | plaintiff | 7 | |||||||
Other | ||||||||
Surety bonds | $ 3,400 | |||||||
Minimum | ||||||||
Leases | ||||||||
Operating leases, term of contract (in years) | 1 year | |||||||
Renewable terms of leases | 5 years | |||||||
Maximum | ||||||||
Leases | ||||||||
Operating leases, term of contract (in years) | 99 years | |||||||
Renewable terms of leases | 80 years | |||||||
The Cyber-Attack | ||||||||
Litigation | ||||||||
New claims filed (in plaintiffs or claims) | claim | 3 | 3 | ||||||
Claims dismissed | claim | 2 | |||||||
Number of plaintiffs | plaintiff | 3 | |||||||
Number of objections | objection | 2 | |||||||
Asset-Based Revolving Credit Facility | ||||||||
Other | ||||||||
Outstanding letters of credit | $ 1,800 |
ACCUMULATED OTHER COMPREHENSI81
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) $ in Thousands | 12 Months Ended |
Jul. 28, 2018USD ($) | |
Increase (Decrease) in Member Equity | |
Beginning balance | $ 466,652 |
Ending balance | 759,181 |
Foreign Currency Translation Adjustments | |
Increase (Decrease) in Member Equity | |
Beginning balance | (11,600) |
Other comprehensive earnings | 4,444 |
Amounts reclassified from accumulated other comprehensive loss | 0 |
Ending balance | (7,156) |
Unrealized Gains on Financial Instruments | |
Increase (Decrease) in Member Equity | |
Beginning balance | 3,394 |
Other comprehensive earnings | 18,423 |
Amounts reclassified from accumulated other comprehensive loss | 436 |
Ending balance | 22,253 |
Unfunded Benefit Obligations | |
Increase (Decrease) in Member Equity | |
Beginning balance | (55,225) |
Other comprehensive earnings | 17,831 |
Amounts reclassified from accumulated other comprehensive loss | 0 |
Ending balance | (37,394) |
Accumulated other comprehensive earnings (loss) | |
Increase (Decrease) in Member Equity | |
Beginning balance | (63,431) |
Other comprehensive earnings | 40,698 |
Amounts reclassified from accumulated other comprehensive loss | 436 |
Ending balance | $ (22,297) |
STOCK-BASED AWARDS - Narrative
STOCK-BASED AWARDS - Narrative (Details) $ / shares in Units, $ in Millions | Apr. 23, 2018shares | Feb. 12, 2018$ / sharesshares | May 31, 2018shares | Oct. 31, 2017 | Sep. 30, 2017 | Oct. 31, 2016$ / sharesshares | Jan. 27, 2018USD ($) | Oct. 28, 2017USD ($) | Jul. 28, 2018USD ($)$ / sharesshares | Jan. 31, 2018$ / sharesshares | Jul. 29, 2017USD ($) | Sep. 30, 2016$ / sharesshares |
STOCK-BASED COMPENSATION | ||||||||||||
Number of shares repriced (in shares) | 18,225 | |||||||||||
Options exercisable at end of period (in dollars per share) | $ / shares | $ 490 | $ 1,000 | ||||||||||
Restricted Stock | ||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||
Awards granted (in shares) | 26,954 | 11,350 | ||||||||||
Put option, period following earnings release | 14 days | |||||||||||
Restricted stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||
Award acceleration vesting threshold | 12 months | |||||||||||
Share based compensation liability | $ | $ 1 | $ 1.2 | ||||||||||
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 | |||||||||||
Expiration period of non-qualified stock options granted | 10 years | |||||||||||
Non-cash stock compensation expense | $ | $ 4.2 | |||||||||||
NM Mariposa Holdings Inc | Co Invest Options | Common Class A | ||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||
Rolled over options that were converted (in shares) | 56,979 | |||||||||||
NM Mariposa Holdings Inc | Non Qualified Stock Option | ||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||
Expiration period of non-qualified stock options granted | 10 years | |||||||||||
Non-cash stock compensation expense | $ | $ 0.5 | |||||||||||
Number of shares repriced (in shares) | 43,261 | |||||||||||
Options exercisable at end of period (in dollars per share) | $ / shares | $ 500 | |||||||||||
Minimum | Restricted Stock | ||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||
Vesting period | 3 years | |||||||||||
Maximum | Restricted Stock | ||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||
Vesting period | 4 years | |||||||||||
Chief Executive Officer | Restricted Stock | ||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||
Awards granted (in shares) | 8,000 | |||||||||||
Vesting period | 4 years | |||||||||||
Restricted stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||
Chief Financial Officer | Restricted Stock | ||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||
Awards granted (in shares) | 2,500 | |||||||||||
Vesting period | 4 years | |||||||||||
Number of shares with put rights | 750 | |||||||||||
Board Member | Restricted Stock | ||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||
Awards granted (in shares) | 850 | |||||||||||
Vesting period | 4 years |
STOCK-BASED AWARDS - Stock opti
STOCK-BASED AWARDS - Stock option liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Deferred Compensation Share-based Arrangements, Liability, Current And Noncurrent [Roll Forward] | |||
Stock option expense (benefit) | $ 8,325 | $ (1,160) | $ (10,373) |
Equity Option | |||
Deferred Compensation Share-based Arrangements, Liability, Current And Noncurrent [Roll Forward] | |||
Balance at beginning of fiscal year | 168 | 5,500 | |
Stock option expense (benefit) | 6,434 | (2,337) | (10,373) |
Reclassifications from (to) equity | 1,160 | (2,995) | |
Balance at end of fiscal year | $ 7,762 | $ 168 | $ 5,500 |
STOCK-BASED AWARDS - Summary of
STOCK-BASED AWARDS - Summary of stock option activity (Details) - $ / shares | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Sep. 30, 2016 | |
Shares | |||
Outstanding at beginning of period (in shares) | 196,416 | ||
Granted (in shares) | 91,106 | ||
Exercised (in shares) | (974) | ||
Canceled (in shares) | (40,406) | ||
Forfeited (in shares) | (60,362) | ||
Expired (in shares) | (2,274) | ||
Outstanding at end of period (in shares) | 183,506 | 196,416 | |
Options exercisable at end of fiscal period (in shares) | 87,983 | ||
Weighted Average Exercise Price | |||
Outstanding at beginning of period (in dollars per share) | $ 854 | ||
Granted (in dollars per share) | 522 | ||
Exercised (in dollars per share) | 180 | ||
Canceled (in dollars per share) | 467 | ||
Forfeited (in dollars per share) | 983 | ||
Expired (in dollars per share) | 346 | ||
Outstanding at end of period (in dollars per share) | 597 | $ 854 | |
Options exercisable at end of period (in dollars per share) | $ 490 | $ 1,000 | |
Weighted Average Remaining Contractual Life (years) | |||
Outstanding at the end of period | 6 years 7 months 12 days | ||
Options exercisable at the end of period | 5 years 2 months 12 days |
STOCK-BASED AWARDS - Schedule o
STOCK-BASED AWARDS - Schedule of assumptions used to estimate fair value for stock options at grant date (Details) - $ / shares | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
STOCK-BASED COMPENSATION | |||
Weighted average exercise price (in dollars per share) | $ 566 | $ 1,000 | $ 1,205 |
Weighted term in years | 5 years | 5 years | 5 years |
Weighted average volatility (as a percent) | 35.37% | 31.43% | 29.43% |
Risk-free interest rate (as a percent) | 1.33% | ||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Weighted average grant date fair value (in dollars per share) | $ 154 | $ 149 | $ 341 |
Minimum | |||
STOCK-BASED COMPENSATION | |||
Risk-free interest rate (as a percent) | 2.47% | 1.27% | |
Maximum | |||
STOCK-BASED COMPENSATION | |||
Risk-free interest rate (as a percent) | 2.80% | 1.88% |
STOCK-BASED AWARDS - Schedule86
STOCK-BASED AWARDS - Schedule of restricted stock outstanding (Details) - Restricted Stock - $ / shares | 1 Months Ended | 12 Months Ended |
Oct. 31, 2016 | Jul. 28, 2018 | |
Restricted stock outstanding | ||
Beginning of period (in shares) | 21,355 | |
Granted (in shares) | 26,954 | 11,350 |
Vested (in shares) | (6,349) | |
Forfeited (in shares) | (6,533) | |
End of period (in shares) | 19,823 | |
Restricted stock weighted average grant date fair value | ||
Beginning of period (in dollars per share) | $ 768 | |
Granted (in dollars per share) | 268 | |
Vested (in dollars per share) | 768 | |
Forfeited (in dollars per share) | 768 | |
Ending of period (in dollars per share) | $ 482 |
STOCK-BASED AWARDS - Schedule87
STOCK-BASED AWARDS - Schedule of compensation expense (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
STOCK-BASED COMPENSATION | |||
Stock compensation expense (benefit) | $ 8,325 | $ (1,160) | $ (10,373) |
Equity Option | |||
STOCK-BASED COMPENSATION | |||
Stock compensation expense (benefit) | 6,434 | (2,337) | (10,373) |
Restricted Stock | |||
STOCK-BASED COMPENSATION | |||
Stock compensation expense (benefit) | $ 1,891 | $ 1,177 | $ 0 |
REVENUES (Details)
REVENUES (Details) - Sales Revenue, Net | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
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 | 31.00% | 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 | 30.00% | 29.00% | 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 | 12.00% | 12.00% | 11.00% |
Designer and Precious Jewelry | |||
Revenues by merchandise category as a percentage of net sales | |||
Product revenue as a percentage of net sales | 9.00% | 9.00% | 10.00% |
Home Furnishings and Decor | |||
Revenues by merchandise category as a percentage of net sales | |||
Product revenue as a percentage of net sales | 5.00% | 5.00% | 5.00% |
Other | |||
Revenues by merchandise category as a percentage of net sales | |||
Product revenue as a percentage of net sales | 1.00% | 1.00% | 2.00% |
OTHER EXPENSES - Schedule of Ot
OTHER EXPENSES - Schedule of Other Operating Cost and Expense, by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2016 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Other Income and Expenses [Abstract] | ||||
Expenses incurred in connection with strategic initiatives | $ 23,303 | $ 21,347 | $ 24,318 | |
Expenses related to store closures | 7,996 | 2,585 | 0 | |
Expenses related to Cyber-Attack, net of insurance recoveries | 1,100 | 1,500 | 1,032 | |
MyTheresa acquisition costs | 0 | 3,286 | 4,443 | |
Net gain from facility closure | $ (5,600) | 0 | 0 | (5,577) |
Other expenses | 5,322 | 1,012 | 2,911 | |
Total | $ 37,721 | $ 29,730 | $ 27,127 |
OTHER EXPENSES - Narrative (Det
OTHER EXPENSES - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2016USD ($) | Jul. 28, 2018USD ($)store | Jul. 29, 2017USD ($)storeposition | Jul. 30, 2016USD ($)position | |
Other Income and Expenses [Abstract] | ||||
Expenses incurred in connection with strategic initiatives | $ 23,303 | $ 21,347 | $ 24,318 | |
Number of positions eliminated | position | 315 | 500 | ||
Number of stores closed | store | 14 | 4 | ||
Expenses related to store closures | $ 7,996 | $ 2,585 | $ 0 | |
Expenses related to Cyber-Attack, net of insurance recoveries | 1,100 | 1,500 | 1,032 | |
CEO transition costs | 5,322 | 1,012 | 2,911 | |
Net gain from facility closure | $ 5,600 | $ 0 | $ 0 | $ 5,577 |
CONDENSED CONSOLIDATING FINAN91
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes) - Balance Sheet (Details) - USD ($) $ in Thousands | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | Aug. 01, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 38,510 | $ 49,239 | $ 61,843 | $ 72,974 |
Credit card receivables | 33,689 | 38,836 | ||
Merchandise inventories | 1,115,839 | 1,153,657 | ||
Other current assets | 123,822 | 146,439 | ||
Total current assets | 1,311,860 | 1,388,171 | ||
Property and equipment, net | 1,569,904 | 1,586,961 | ||
Goodwill | 1,883,869 | 1,880,894 | 2,072,818 | |
Other long-term assets | 44,967 | 16,074 | ||
Total assets | 7,545,903 | 7,703,516 | ||
Current liabilities: | ||||
Accounts payable | 318,969 | 316,830 | ||
Accrued liabilities | 511,289 | 456,937 | ||
Current portion of long-term debt | 29,426 | 29,426 | ||
Total current liabilities | 859,684 | 803,193 | ||
Long-term liabilities: | ||||
Long-term debt, net of debt issuance costs | 4,623,152 | 4,675,540 | ||
Deferred income taxes | 707,554 | 1,156,833 | ||
Total long-term liabilities | 5,927,038 | 6,433,671 | ||
Total member equity | 759,181 | 466,652 | 943,131 | 1,413,744 |
Total liabilities and member equity | 7,545,903 | 7,703,516 | ||
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | ||||
Current assets: | ||||
Cash and cash equivalents | 38,510 | 49,239 | 61,843 | 72,974 |
Credit card receivables | 33,689 | 38,836 | ||
Merchandise inventories | 1,115,839 | 1,153,657 | ||
Other current assets | 123,822 | 146,439 | ||
Total current assets | 1,311,860 | 1,388,171 | ||
Property and equipment, net | 1,569,904 | 1,586,961 | ||
Intangible assets, net | 2,735,303 | 2,831,416 | ||
Goodwill | 1,883,869 | 1,880,894 | ||
Other long-term assets | 44,967 | 16,074 | ||
Investments in subsidiaries | 0 | 0 | ||
Total assets | 7,545,903 | 7,703,516 | ||
Current liabilities: | ||||
Accounts payable | 318,969 | 316,830 | ||
Accrued liabilities | 511,289 | 456,937 | ||
Current portion of long-term debt | 29,426 | 29,426 | ||
Total current liabilities | 859,684 | 803,193 | ||
Long-term liabilities: | ||||
Long-term debt, net of debt issuance costs | 4,623,152 | 4,675,540 | ||
Deferred income taxes | 707,554 | 1,156,833 | ||
Other long-term liabilities | 596,332 | 601,298 | ||
Total long-term liabilities | 5,927,038 | 6,433,671 | ||
Total member equity | 759,181 | 466,652 | ||
Total liabilities and member equity | 7,545,903 | 7,703,516 | ||
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Reportable Legal Entities | Company | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Credit card receivables | 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 long-term assets | 0 | 0 | ||
Investments in subsidiaries | 759,181 | 466,652 | ||
Total assets | 759,181 | 466,652 | ||
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, net of debt issuance costs | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total long-term liabilities | 0 | 0 | ||
Total member equity | 759,181 | 466,652 | ||
Total liabilities and member equity | 759,181 | 466,652 | ||
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Reportable Legal Entities | NMG | ||||
Current assets: | ||||
Cash and cash equivalents | 33,121 | 28,301 | 39,791 | 53,162 |
Credit card receivables | 30,551 | 35,091 | ||
Merchandise inventories | 844,429 | 915,910 | ||
Other current assets | 111,279 | 135,174 | ||
Total current assets | 1,019,380 | 1,114,476 | ||
Property and equipment, net | 1,327,509 | 1,333,487 | ||
Intangible assets, net | 459,512 | 509,757 | ||
Goodwill | 1,338,843 | 1,338,844 | ||
Other long-term assets | 43,863 | 14,384 | ||
Investments in subsidiaries | 3,194,802 | 3,239,816 | ||
Total assets | 7,383,909 | 7,550,764 | ||
Current liabilities: | ||||
Accounts payable | 281,488 | 288,079 | ||
Accrued liabilities | 406,072 | 350,773 | ||
Current portion of long-term debt | 29,426 | 29,426 | ||
Total current liabilities | 716,986 | 668,278 | ||
Long-term liabilities: | ||||
Long-term debt, net of debt issuance costs | 4,623,152 | 4,675,540 | ||
Deferred income taxes | 694,848 | 1,144,022 | ||
Other long-term liabilities | 589,742 | 596,272 | ||
Total long-term liabilities | 5,907,742 | 6,415,834 | ||
Total member equity | 759,181 | 466,652 | ||
Total liabilities and member equity | 7,383,909 | 7,550,764 | ||
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Reportable Legal Entities | Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 683 | 649 | 936 | 706 |
Credit card receivables | 0 | 0 | ||
Merchandise inventories | 145,967 | 151,193 | ||
Other current assets | 10,348 | 9,956 | ||
Total current assets | 156,998 | 161,798 | ||
Property and equipment, net | 138,740 | 149,932 | ||
Intangible assets, net | 2,203,322 | 2,249,290 | ||
Goodwill | 414,402 | 414,402 | ||
Other long-term assets | 1,104 | 1,690 | ||
Investments in subsidiaries | 0 | 0 | ||
Total assets | 2,914,566 | 2,977,112 | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Accrued liabilities | 69,979 | 74,832 | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | 69,979 | 74,832 | ||
Long-term liabilities: | ||||
Long-term debt, net of debt issuance costs | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other long-term liabilities | 7,390 | 5,379 | ||
Total long-term liabilities | 7,390 | 5,379 | ||
Total member equity | 2,837,197 | 2,896,901 | ||
Total liabilities and member equity | 2,914,566 | 2,977,112 | ||
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Reportable Legal Entities | Non- Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 4,706 | 20,289 | 21,116 | 19,106 |
Credit card receivables | 3,138 | 3,745 | ||
Merchandise inventories | 125,443 | 86,554 | ||
Other current assets | 2,781 | 1,896 | ||
Total current assets | 136,068 | 112,484 | ||
Property and equipment, net | 103,655 | 103,542 | ||
Intangible assets, net | 72,469 | 72,369 | ||
Goodwill | 130,624 | 127,648 | ||
Other long-term assets | 0 | 0 | ||
Investments in subsidiaries | 0 | 0 | ||
Total assets | 442,816 | 416,043 | ||
Current liabilities: | ||||
Accounts payable | 37,481 | 28,751 | ||
Accrued liabilities | 35,824 | 31,919 | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | 73,305 | 60,670 | ||
Long-term liabilities: | ||||
Long-term debt, net of debt issuance costs | 0 | 0 | ||
Deferred income taxes | 12,706 | 12,811 | ||
Other long-term liabilities | (800) | (353) | ||
Total long-term liabilities | 11,906 | 12,458 | ||
Total member equity | 357,605 | 342,915 | ||
Total liabilities and member equity | 442,816 | 416,043 | ||
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Credit card receivables | 0 | 0 | ||
Merchandise inventories | 0 | 0 | ||
Other current assets | (586) | (587) | ||
Total current assets | (586) | (587) | ||
Property and equipment, net | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other long-term assets | 0 | 0 | ||
Investments in subsidiaries | (3,953,983) | (3,706,468) | ||
Total assets | (3,954,569) | (3,707,055) | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Accrued liabilities | (586) | (587) | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | (586) | (587) | ||
Long-term liabilities: | ||||
Long-term debt, net of debt issuance costs | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total long-term liabilities | 0 | 0 | ||
Total member equity | (3,953,983) | (3,706,468) | ||
Total liabilities and member equity | $ (3,954,569) | $ (3,707,055) |
CONDENSED CONSOLIDATING FINAN92
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes) - Statement of Earnings (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 28, 2018 | Apr. 28, 2018 | Jan. 27, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||
Revenues | $ 1,132,900 | $ 1,165,100 | $ 1,482,100 | $ 1,120,300 | $ 1,119,900 | $ 1,111,400 | $ 1,395,600 | $ 1,079,100 | $ 4,900,444 | $ 4,705,993 | $ 4,949,472 |
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 3,320,753 | 3,220,027 | 3,322,508 | ||||||||
Selling, general and administrative expenses (excluding depreciation) | 1,179,641 | 1,129,309 | 1,117,928 | ||||||||
Income from credit card program | (46,361) | (60,082) | (60,648) | ||||||||
Depreciation expense | 214,452 | 225,463 | 226,868 | ||||||||
Other expenses (income) | 37,721 | 29,730 | 27,127 | ||||||||
Impairment charges | 357,000 | 153,800 | 0 | 510,736 | 466,155 | ||||||
Operating earnings (loss) | 96,507 | (453,221) | (261,655) | ||||||||
Loss before income taxes | (210,934) | (748,889) | (547,251) | ||||||||
Income tax benefit | (462,065) | (217,130) | (141,141) | ||||||||
Net earnings (loss) | $ (75,300) | $ (19,900) | $ 372,500 | $ (26,200) | $ (366,300) | $ (24,900) | $ (117,100) | $ (23,500) | 251,131 | (531,759) | (406,110) |
Total other comprehensive earnings (loss), net of tax | 41,134 | 52,410 | (64,613) | ||||||||
Total comprehensive earnings (loss) | 292,265 | (479,349) | (470,723) | ||||||||
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | |||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||
Revenues | 4,900,444 | 4,705,993 | 4,949,472 | ||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 3,320,753 | 3,220,027 | 3,322,508 | ||||||||
Selling, general and administrative expenses (excluding depreciation) | 1,179,641 | 1,129,309 | 1,117,928 | ||||||||
Income from credit card program | (46,361) | (60,082) | (60,648) | ||||||||
Depreciation expense | 214,452 | 225,463 | 226,868 | ||||||||
Amortization of intangible assets and favorable lease commitments | 97,731 | 104,031 | 111,189 | ||||||||
Other expenses (income) | 37,721 | 29,730 | 27,127 | ||||||||
Impairment charges | 510,736 | 466,155 | |||||||||
Operating earnings (loss) | 96,507 | (453,221) | (261,655) | ||||||||
Interest expense (income), net | 307,441 | 295,668 | 285,596 | ||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | ||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | ||||||||
Loss before income taxes | (210,934) | (748,889) | (547,251) | ||||||||
Income tax benefit | (462,065) | (217,130) | (141,141) | ||||||||
Net earnings (loss) | 251,131 | (531,759) | (406,110) | ||||||||
Total other comprehensive earnings (loss), net of tax | 41,134 | 52,410 | (64,613) | ||||||||
Total comprehensive earnings (loss) | 292,265 | (479,349) | (470,723) | ||||||||
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | 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 (income) | 0 | 0 | 0 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Operating earnings (loss) | 0 | 0 | 0 | ||||||||
Interest expense (income), net | 0 | 0 | 0 | ||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | ||||||||
Equity in loss (earnings) of subsidiaries | (251,131) | 531,759 | 406,110 | ||||||||
Loss before income taxes | 251,131 | (531,759) | (406,110) | ||||||||
Income tax benefit | 0 | 0 | 0 | ||||||||
Net earnings (loss) | 251,131 | (531,759) | (406,110) | ||||||||
Total other comprehensive earnings (loss), net of tax | 41,134 | 52,410 | (64,613) | ||||||||
Total comprehensive earnings (loss) | 292,265 | (479,349) | (470,723) | ||||||||
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Reportable Legal Entities | NMG | |||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||
Revenues | 3,770,909 | 3,708,882 | 3,963,977 | ||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 2,559,212 | 2,534,910 | 2,660,197 | ||||||||
Selling, general and administrative expenses (excluding depreciation) | 941,192 | 921,195 | 923,379 | ||||||||
Income from credit card program | (41,256) | (54,623) | (55,070) | ||||||||
Depreciation expense | 190,138 | 205,993 | 205,011 | ||||||||
Amortization of intangible assets and favorable lease commitments | 50,140 | 54,640 | 58,347 | ||||||||
Other expenses (income) | 37,721 | 28,015 | 22,283 | ||||||||
Impairment charges | 510,736 | 466,155 | |||||||||
Operating earnings (loss) | 33,762 | (491,984) | (316,325) | ||||||||
Interest expense (income), net | 307,379 | 295,717 | 285,381 | ||||||||
Intercompany royalty charges (income) | 178,229 | 150,719 | 150,285 | ||||||||
Equity in loss (earnings) of subsidiaries | (239,613) | (189,041) | (204,639) | ||||||||
Loss before income taxes | (212,233) | (749,379) | (547,352) | ||||||||
Income tax benefit | (463,364) | (217,620) | (141,242) | ||||||||
Net earnings (loss) | 251,131 | (531,759) | (406,110) | ||||||||
Total other comprehensive earnings (loss), net of tax | 36,690 | 44,842 | (62,331) | ||||||||
Total comprehensive earnings (loss) | 287,821 | (486,917) | (468,441) | ||||||||
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Reportable Legal Entities | Guarantor Subsidiaries | |||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||
Revenues | 765,401 | 731,503 | 783,689 | ||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 523,251 | 512,362 | 532,796 | ||||||||
Selling, general and administrative expenses (excluding depreciation) | 137,133 | 133,108 | 135,741 | ||||||||
Income from credit card program | (5,105) | (5,459) | (5,578) | ||||||||
Depreciation expense | 16,311 | 16,214 | 20,858 | ||||||||
Amortization of intangible assets and favorable lease commitments | 45,969 | 46,379 | 47,983 | ||||||||
Other expenses (income) | 0 | 0 | 0 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Operating earnings (loss) | 47,842 | 28,899 | 51,889 | ||||||||
Interest expense (income), net | 0 | 0 | (8,080) | ||||||||
Intercompany royalty charges (income) | (178,229) | (150,719) | (150,285) | ||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | ||||||||
Loss before income taxes | 226,071 | 179,618 | 210,254 | ||||||||
Income tax benefit | 0 | 0 | 0 | ||||||||
Net earnings (loss) | 226,071 | 179,618 | 210,254 | ||||||||
Total other comprehensive earnings (loss), net of tax | 0 | 0 | 0 | ||||||||
Total comprehensive earnings (loss) | 226,071 | 179,618 | 210,254 | ||||||||
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Reportable Legal Entities | Non- Guarantor Subsidiaries | |||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||
Revenues | 364,134 | 265,608 | 201,806 | ||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 238,290 | 172,755 | 129,515 | ||||||||
Selling, general and administrative expenses (excluding depreciation) | 101,316 | 75,006 | 58,808 | ||||||||
Income from credit card program | 0 | 0 | 0 | ||||||||
Depreciation expense | 8,003 | 3,256 | 999 | ||||||||
Amortization of intangible assets and favorable lease commitments | 1,622 | 3,012 | 4,859 | ||||||||
Other expenses (income) | 0 | 1,715 | 4,844 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Operating earnings (loss) | 14,903 | 9,864 | 2,781 | ||||||||
Interest expense (income), net | 62 | (49) | 8,295 | ||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | ||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | ||||||||
Loss before income taxes | 14,841 | 9,913 | (5,514) | ||||||||
Income tax benefit | 1,299 | 490 | 101 | ||||||||
Net earnings (loss) | 13,542 | 9,423 | (5,615) | ||||||||
Total other comprehensive earnings (loss), net of tax | 4,444 | 7,568 | (2,282) | ||||||||
Total comprehensive earnings (loss) | 17,986 | 16,991 | (7,897) | ||||||||
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | 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 (income) | 0 | 0 | 0 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Operating earnings (loss) | 0 | 0 | 0 | ||||||||
Interest expense (income), net | 0 | 0 | 0 | ||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | ||||||||
Equity in loss (earnings) of subsidiaries | 490,744 | (342,718) | (201,471) | ||||||||
Loss before income taxes | (490,744) | 342,718 | 201,471 | ||||||||
Income tax benefit | 0 | 0 | 0 | ||||||||
Net earnings (loss) | (490,744) | 342,718 | 201,471 | ||||||||
Total other comprehensive earnings (loss), net of tax | (41,134) | (52,410) | 64,613 | ||||||||
Total comprehensive earnings (loss) | $ (531,878) | $ 290,308 | $ 266,084 |
CONDENSED CONSOLIDATING FINAN93
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes) - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 28, 2018 | Apr. 28, 2018 | Jan. 27, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
CASH FLOWS - OPERATING ACTIVITIES | |||||||||||
Net earnings (loss) | $ (75,300) | $ (19,900) | $ 372,500 | $ (26,200) | $ (366,300) | $ (24,900) | $ (117,100) | $ (23,500) | $ 251,131 | $ (531,759) | $ (406,110) |
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Depreciation and amortization expense | 336,663 | 354,004 | 362,629 | ||||||||
Impairment charges | 357,000 | $ 153,800 | 0 | 510,736 | 466,155 | ||||||
Deferred income taxes | (468,583) | (171,152) | (102,841) | ||||||||
Payment-in-kind interest | 41,755 | 16,599 | 0 | ||||||||
Other | 7,323 | (3,244) | (11,945) | ||||||||
Net cash provided by (used for) operating activities | 297,212 | 146,974 | 310,592 | ||||||||
CASH FLOWS - INVESTING ACTIVITIES | |||||||||||
Capital expenditures | (174,596) | (204,636) | (301,445) | ||||||||
Acquisition of MyTheresa | 0 | 0 | (896) | ||||||||
Net cash provided by (used for) investing activities | (174,596) | (204,636) | (302,341) | ||||||||
CASH FLOWS - FINANCING ACTIVITIES | |||||||||||
Borrowings under revolving credit facilities | 1,087,915 | 889,000 | 555,000 | ||||||||
Payment of contingent earn-out obligation | 0 | (22,857) | (27,185) | ||||||||
Debt issuance costs paid | 0 | (5,359) | 0 | ||||||||
Repurchase of stock | (266) | 0 | 0 | ||||||||
Shares withheld for remittance of employee taxes | (332) | 0 | 0 | ||||||||
Net cash provided by (used for) financing activities | (134,024) | 40,358 | (21,611) | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 679 | 4,700 | 2,229 | ||||||||
CASH AND CASH EQUIVALENTS | |||||||||||
Increase (decrease) during the period | (10,729) | (12,604) | (11,131) | ||||||||
Beginning balance | 49,239 | 61,843 | 49,239 | 61,843 | 72,974 | ||||||
Ending balance | 38,510 | 49,239 | 38,510 | 49,239 | 61,843 | ||||||
Company | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Payment-in-kind interest | 0 | ||||||||||
NMG | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Payment-in-kind interest | 16,599 | ||||||||||
Non- Guarantor Subsidiaries | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Payment-in-kind interest | 0 | ||||||||||
Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | |||||||||||
CASH FLOWS - OPERATING ACTIVITIES | |||||||||||
Net earnings (loss) | 251,131 | (531,759) | (406,110) | ||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Depreciation and amortization expense | 336,663 | 354,004 | 362,629 | ||||||||
Impairment charges | 510,736 | 466,155 | |||||||||
Deferred income taxes | (468,583) | (171,152) | (102,841) | ||||||||
Payment-in-kind interest | 41,755 | 16,599 | |||||||||
Other | 7,323 | (3,244) | (11,945) | ||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | ||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | ||||||||
Changes in operating assets and liabilities, net | 128,923 | (28,210) | 2,704 | ||||||||
Net cash provided by (used for) operating activities | 297,212 | 146,974 | 310,592 | ||||||||
CASH FLOWS - INVESTING ACTIVITIES | |||||||||||
Capital expenditures | (174,596) | (204,636) | (301,445) | ||||||||
Acquisition of MyTheresa | (896) | ||||||||||
Investment in subsidiaries | 0 | 0 | |||||||||
Net cash provided by (used for) investing activities | (174,596) | (204,636) | (302,341) | ||||||||
CASH FLOWS - FINANCING ACTIVITIES | |||||||||||
Borrowings under revolving credit facilities | 1,087,915 | 889,000 | 555,000 | ||||||||
Repayment of borrowings | (1,221,341) | (820,426) | (549,426) | ||||||||
Payment of contingent earn-out obligation | (22,857) | (27,185) | |||||||||
Intercompany notes payable (receivable) | 0 | ||||||||||
Debt issuance costs paid | (5,359) | ||||||||||
Repurchase of stock | (266) | ||||||||||
Shares withheld for remittance of employee taxes | (332) | ||||||||||
Net cash provided by (used for) financing activities | (134,024) | 40,358 | (21,611) | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 679 | 4,700 | 2,229 | ||||||||
CASH AND CASH EQUIVALENTS | |||||||||||
Increase (decrease) during the period | (10,729) | (12,604) | (11,131) | ||||||||
Beginning balance | 49,239 | 61,843 | 49,239 | 61,843 | 72,974 | ||||||
Ending balance | 38,510 | 49,239 | 38,510 | 49,239 | 61,843 | ||||||
Reportable Legal Entities | Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Company | |||||||||||
CASH FLOWS - OPERATING ACTIVITIES | |||||||||||
Net earnings (loss) | 251,131 | (531,759) | (406,110) | ||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Depreciation and amortization expense | 0 | 0 | 0 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Deferred income taxes | 0 | 0 | 0 | ||||||||
Payment-in-kind interest | 0 | 0 | |||||||||
Other | 0 | 0 | 0 | ||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | ||||||||
Equity in loss (earnings) of subsidiaries | (251,131) | 531,759 | 406,110 | ||||||||
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 | ||||||||
Acquisition of MyTheresa | 0 | ||||||||||
Investment in subsidiaries | 0 | 0 | |||||||||
Net cash provided by (used for) investing activities | 0 | 0 | 0 | ||||||||
CASH FLOWS - FINANCING ACTIVITIES | |||||||||||
Borrowings under revolving credit facilities | 0 | 0 | 0 | ||||||||
Repayment of borrowings | 0 | 0 | 0 | ||||||||
Payment of contingent earn-out obligation | 0 | 0 | |||||||||
Intercompany notes payable (receivable) | 0 | ||||||||||
Debt issuance costs paid | 0 | ||||||||||
Repurchase of stock | 0 | ||||||||||
Shares withheld for remittance of employee taxes | 0 | ||||||||||
Net cash provided by (used for) financing activities | 0 | 0 | 0 | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 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 | ||||||
Reportable Legal Entities | Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | NMG | |||||||||||
CASH FLOWS - OPERATING ACTIVITIES | |||||||||||
Net earnings (loss) | 251,131 | (531,759) | (406,110) | ||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Depreciation and amortization expense | 264,758 | 285,143 | 287,930 | ||||||||
Impairment charges | 510,736 | 466,155 | |||||||||
Deferred income taxes | (466,925) | (172,611) | (97,167) | ||||||||
Payment-in-kind interest | 41,755 | 16,599 | |||||||||
Other | 4,959 | (5,172) | (18,505) | ||||||||
Intercompany royalty charges (income) | 178,229 | 150,719 | 150,285 | ||||||||
Equity in loss (earnings) of subsidiaries | (239,613) | (189,041) | (204,639) | ||||||||
Changes in operating assets and liabilities, net | 265,324 | 59,095 | 126,863 | ||||||||
Net cash provided by (used for) operating activities | 299,618 | 123,709 | 304,812 | ||||||||
CASH FLOWS - INVESTING ACTIVITIES | |||||||||||
Capital expenditures | (160,774) | (171,372) | (254,094) | ||||||||
Acquisition of MyTheresa | 0 | ||||||||||
Investment in subsidiaries | (27,042) | (30,204) | |||||||||
Net cash provided by (used for) investing activities | (160,774) | (198,414) | (284,298) | ||||||||
CASH FLOWS - FINANCING ACTIVITIES | |||||||||||
Borrowings under revolving credit facilities | 1,041,000 | 889,000 | 555,000 | ||||||||
Repayment of borrowings | (1,174,426) | (820,426) | (549,426) | ||||||||
Payment of contingent earn-out obligation | 0 | 0 | |||||||||
Intercompany notes payable (receivable) | (39,459) | ||||||||||
Debt issuance costs paid | (5,359) | ||||||||||
Repurchase of stock | (266) | ||||||||||
Shares withheld for remittance of employee taxes | (332) | ||||||||||
Net cash provided by (used for) financing activities | (134,024) | 63,215 | (33,885) | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 | ||||||||
CASH AND CASH EQUIVALENTS | |||||||||||
Increase (decrease) during the period | 4,820 | (11,490) | (13,371) | ||||||||
Beginning balance | 28,301 | 39,791 | 28,301 | 39,791 | 53,162 | ||||||
Ending balance | 33,121 | 28,301 | 33,121 | 28,301 | 39,791 | ||||||
Reportable Legal Entities | Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Guarantor Subsidiaries | |||||||||||
CASH FLOWS - OPERATING ACTIVITIES | |||||||||||
Net earnings (loss) | 226,071 | 179,618 | 210,254 | ||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Depreciation and amortization expense | 62,280 | 62,593 | 68,841 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Deferred income taxes | 0 | 0 | 0 | ||||||||
Payment-in-kind interest | 0 | 0 | |||||||||
Other | 2,597 | 2,400 | (8,663) | ||||||||
Intercompany royalty charges (income) | (178,229) | (150,719) | (150,285) | ||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | ||||||||
Changes in operating assets and liabilities, net | (106,897) | (67,800) | (74,438) | ||||||||
Net cash provided by (used for) operating activities | 5,822 | 26,092 | 45,709 | ||||||||
CASH FLOWS - INVESTING ACTIVITIES | |||||||||||
Capital expenditures | (5,788) | (26,379) | (45,479) | ||||||||
Acquisition of MyTheresa | 0 | ||||||||||
Investment in subsidiaries | 0 | 0 | |||||||||
Net cash provided by (used for) investing activities | (5,788) | (26,379) | (45,479) | ||||||||
CASH FLOWS - FINANCING ACTIVITIES | |||||||||||
Borrowings under revolving credit facilities | 0 | 0 | 0 | ||||||||
Repayment of borrowings | 0 | 0 | 0 | ||||||||
Payment of contingent earn-out obligation | 0 | 0 | |||||||||
Intercompany notes payable (receivable) | 0 | ||||||||||
Debt issuance costs paid | 0 | ||||||||||
Repurchase of stock | 0 | ||||||||||
Shares withheld for remittance of employee taxes | 0 | ||||||||||
Net cash provided by (used for) financing activities | 0 | 0 | 0 | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 | ||||||||
CASH AND CASH EQUIVALENTS | |||||||||||
Increase (decrease) during the period | 34 | (287) | 230 | ||||||||
Beginning balance | 649 | 936 | 649 | 936 | 706 | ||||||
Ending balance | 683 | 649 | 683 | 649 | 936 | ||||||
Reportable Legal Entities | Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | Non- Guarantor Subsidiaries | |||||||||||
CASH FLOWS - OPERATING ACTIVITIES | |||||||||||
Net earnings (loss) | 13,542 | 9,423 | (5,615) | ||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Depreciation and amortization expense | 9,625 | 6,268 | 5,858 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Deferred income taxes | (1,658) | 1,459 | (5,674) | ||||||||
Payment-in-kind interest | 0 | 0 | |||||||||
Other | (233) | (472) | 15,223 | ||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | ||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | ||||||||
Changes in operating assets and liabilities, net | (29,504) | (19,505) | (49,721) | ||||||||
Net cash provided by (used for) operating activities | (8,228) | (2,827) | (39,929) | ||||||||
CASH FLOWS - INVESTING ACTIVITIES | |||||||||||
Capital expenditures | (8,034) | (6,885) | (1,872) | ||||||||
Acquisition of MyTheresa | (896) | ||||||||||
Investment in subsidiaries | 27,042 | 30,204 | |||||||||
Net cash provided by (used for) investing activities | (8,034) | 20,157 | 27,436 | ||||||||
CASH FLOWS - FINANCING ACTIVITIES | |||||||||||
Borrowings under revolving credit facilities | 46,915 | 0 | 0 | ||||||||
Repayment of borrowings | (46,915) | 0 | 0 | ||||||||
Payment of contingent earn-out obligation | (22,857) | (27,185) | |||||||||
Intercompany notes payable (receivable) | 39,459 | ||||||||||
Debt issuance costs paid | 0 | ||||||||||
Repurchase of stock | 0 | ||||||||||
Shares withheld for remittance of employee taxes | 0 | ||||||||||
Net cash provided by (used for) financing activities | 0 | (22,857) | 12,274 | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 679 | 4,700 | 2,229 | ||||||||
CASH AND CASH EQUIVALENTS | |||||||||||
Increase (decrease) during the period | (15,583) | (827) | 2,010 | ||||||||
Beginning balance | 20,289 | 21,116 | 20,289 | 21,116 | 19,106 | ||||||
Ending balance | 4,706 | 20,289 | 4,706 | 20,289 | 21,116 | ||||||
Eliminations | Senior Secured Term Loan Facility, Asset-Based Revolving Credit Facility, Cash Pay Notes and PIK Toggle Notes | |||||||||||
CASH FLOWS - OPERATING ACTIVITIES | |||||||||||
Net earnings (loss) | (490,744) | 342,718 | 201,471 | ||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Depreciation and amortization expense | 0 | 0 | 0 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Deferred income taxes | 0 | 0 | 0 | ||||||||
Payment-in-kind interest | 0 | 0 | |||||||||
Other | 0 | 0 | 0 | ||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | ||||||||
Equity in loss (earnings) of subsidiaries | 490,744 | (342,718) | (201,471) | ||||||||
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 | ||||||||
Acquisition of MyTheresa | 0 | ||||||||||
Investment in subsidiaries | 0 | 0 | |||||||||
Net cash provided by (used for) investing activities | 0 | 0 | 0 | ||||||||
CASH FLOWS - FINANCING ACTIVITIES | |||||||||||
Borrowings under revolving credit facilities | 0 | 0 | 0 | ||||||||
Repayment of borrowings | 0 | 0 | 0 | ||||||||
Payment of contingent earn-out obligation | 0 | 0 | |||||||||
Intercompany notes payable (receivable) | 0 | ||||||||||
Debt issuance costs paid | 0 | ||||||||||
Repurchase of stock | 0 | ||||||||||
Shares withheld for remittance of employee taxes | 0 | ||||||||||
Net cash provided by (used for) financing activities | 0 | 0 | 0 | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 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 |
CONDENSED CONSOLIDATING FINAN94
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the Senior Secured Credit Facilities, Cash Pay Notes and PIK Toggle Notes) - Unrestricted Subsidiaries (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 28, 2018 | Apr. 28, 2018 | Jan. 27, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||
Total assets | $ 7,545,903 | $ 7,703,516 | $ 7,545,903 | $ 7,703,516 | |||||||
Revenues | 1,132,900 | $ 1,165,100 | $ 1,482,100 | $ 1,120,300 | 1,119,900 | $ 1,111,400 | $ 1,395,600 | $ 1,079,100 | 4,900,444 | 4,705,993 | $ 4,949,472 |
Net earnings (loss) | (75,300) | $ (19,900) | $ 372,500 | $ (26,200) | (366,300) | $ (24,900) | $ (117,100) | $ (23,500) | 251,131 | (531,759) | $ (406,110) |
Reportable Legal Entities | Intercompany Note Payable | Non- Guarantor Subsidiaries | |||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||
Net interest income | 1,500 | ||||||||||
Reportable Legal Entities | Cash Pay Notes and PIK Toggle Notes | Unrestricted Subsidiary | |||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||
Total assets | 442,748 | 415,974 | 442,748 | 415,974 | |||||||
Net assets | $ 146,300 | $ 137,661 | 146,300 | 137,661 | |||||||
Revenues | 364,134 | 265,608 | |||||||||
Net earnings (loss) | $ 7,490 | $ 3,700 |
CONDENSED CONSOLIDATING FINAN95
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 2028 Debentures) - Balance Sheet (Details) - USD ($) $ in Thousands | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | Aug. 01, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 38,510 | $ 49,239 | $ 61,843 | $ 72,974 |
Credit card receivables | 33,689 | 38,836 | ||
Merchandise inventories | 1,115,839 | 1,153,657 | ||
Other current assets | 123,822 | 146,439 | ||
Total current assets | 1,311,860 | 1,388,171 | ||
Property and equipment, net | 1,569,904 | 1,586,961 | ||
Goodwill | 1,883,869 | 1,880,894 | 2,072,818 | |
Other long-term assets | 44,967 | 16,074 | ||
Total assets | 7,545,903 | 7,703,516 | ||
Current liabilities: | ||||
Accounts payable | 318,969 | 316,830 | ||
Accrued liabilities | 511,289 | 456,937 | ||
Current portion of long-term debt | 29,426 | 29,426 | ||
Total current liabilities | 859,684 | 803,193 | ||
Long-term liabilities: | ||||
Long-term debt, net of debt issuance costs | 4,623,152 | 4,675,540 | ||
Deferred income taxes | 707,554 | 1,156,833 | ||
Total long-term liabilities | 5,927,038 | 6,433,671 | ||
Total member equity | 759,181 | 466,652 | 943,131 | 1,413,744 |
Total liabilities and member equity | 7,545,903 | 7,703,516 | ||
2028 Debentures | ||||
Current assets: | ||||
Cash and cash equivalents | 38,510 | 49,239 | 61,843 | 72,974 |
Credit card receivables | 33,689 | 38,836 | ||
Merchandise inventories | 1,115,839 | 1,153,657 | ||
Other current assets | 123,822 | 146,439 | ||
Total current assets | 1,311,860 | 1,388,171 | ||
Property and equipment, net | 1,569,904 | 1,586,961 | ||
Intangible assets, net | 2,735,303 | 2,831,416 | ||
Goodwill | 1,883,869 | 1,880,894 | ||
Other long-term assets | 44,967 | 16,074 | ||
Investments in subsidiaries | 0 | 0 | ||
Total assets | 7,545,903 | 7,703,516 | ||
Current liabilities: | ||||
Accounts payable | 318,969 | 316,830 | ||
Accrued liabilities | 511,289 | 456,937 | ||
Current portion of long-term debt | 29,426 | 29,426 | ||
Total current liabilities | 859,684 | 803,193 | ||
Long-term liabilities: | ||||
Long-term debt, net of debt issuance costs | 4,623,152 | 4,675,540 | ||
Deferred income taxes | 707,554 | 1,156,833 | ||
Other long-term liabilities | 596,332 | 601,298 | ||
Total long-term liabilities | 5,927,038 | 6,433,671 | ||
Total member equity | 759,181 | 466,652 | ||
Total liabilities and member equity | 7,545,903 | 7,703,516 | ||
2028 Debentures | Reportable Legal Entities | Company | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Credit card receivables | 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 long-term assets | 0 | 0 | ||
Investments in subsidiaries | 759,181 | 466,652 | ||
Total assets | 759,181 | 466,652 | ||
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, net of debt issuance costs | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total long-term liabilities | 0 | 0 | ||
Total member equity | 759,181 | 466,652 | ||
Total liabilities and member equity | 759,181 | 466,652 | ||
2028 Debentures | Reportable Legal Entities | NMG | ||||
Current assets: | ||||
Cash and cash equivalents | 33,121 | 28,301 | 39,791 | 53,162 |
Credit card receivables | 30,551 | 35,091 | ||
Merchandise inventories | 844,429 | 915,910 | ||
Other current assets | 111,279 | 135,174 | ||
Total current assets | 1,019,380 | 1,114,476 | ||
Property and equipment, net | 1,327,509 | 1,333,487 | ||
Intangible assets, net | 459,512 | 509,757 | ||
Goodwill | 1,338,843 | 1,338,844 | ||
Other long-term assets | 43,863 | 14,384 | ||
Investments in subsidiaries | 3,194,802 | 3,239,816 | ||
Total assets | 7,383,909 | 7,550,764 | ||
Current liabilities: | ||||
Accounts payable | 281,488 | 288,079 | ||
Accrued liabilities | 406,072 | 350,773 | ||
Current portion of long-term debt | 29,426 | 29,426 | ||
Total current liabilities | 716,986 | 668,278 | ||
Long-term liabilities: | ||||
Long-term debt, net of debt issuance costs | 4,623,152 | 4,675,540 | ||
Deferred income taxes | 694,848 | 1,144,022 | ||
Other long-term liabilities | 589,742 | 596,272 | ||
Total long-term liabilities | 5,907,742 | 6,415,834 | ||
Total member equity | 759,181 | 466,652 | ||
Total liabilities and member equity | 7,383,909 | 7,550,764 | ||
2028 Debentures | Reportable Legal Entities | Non- Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 5,389 | 20,938 | 22,052 | 19,812 |
Credit card receivables | 3,138 | 3,745 | ||
Merchandise inventories | 271,410 | 237,747 | ||
Other current assets | 13,129 | 11,852 | ||
Total current assets | 293,066 | 274,282 | ||
Property and equipment, net | 242,395 | 253,474 | ||
Intangible assets, net | 2,275,791 | 2,321,659 | ||
Goodwill | 545,026 | 542,050 | ||
Other long-term assets | 1,104 | 1,690 | ||
Investments in subsidiaries | 0 | 0 | ||
Total assets | 3,357,382 | 3,393,155 | ||
Current liabilities: | ||||
Accounts payable | 37,481 | 28,751 | ||
Accrued liabilities | 105,803 | 106,751 | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | 143,284 | 135,502 | ||
Long-term liabilities: | ||||
Long-term debt, net of debt issuance costs | 0 | 0 | ||
Deferred income taxes | 12,706 | 12,811 | ||
Other long-term liabilities | 6,590 | 5,026 | ||
Total long-term liabilities | 19,296 | 17,837 | ||
Total member equity | 3,194,802 | 3,239,816 | ||
Total liabilities and member equity | 3,357,382 | 3,393,155 | ||
2028 Debentures | Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Credit card receivables | 0 | 0 | ||
Merchandise inventories | 0 | 0 | ||
Other current assets | (586) | (587) | ||
Total current assets | (586) | (587) | ||
Property and equipment, net | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other long-term assets | 0 | 0 | ||
Investments in subsidiaries | (3,953,983) | (3,706,468) | ||
Total assets | (3,954,569) | (3,707,055) | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Accrued liabilities | (586) | (587) | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | (586) | (587) | ||
Long-term liabilities: | ||||
Long-term debt, net of debt issuance costs | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total long-term liabilities | 0 | 0 | ||
Total member equity | (3,953,983) | (3,706,468) | ||
Total liabilities and member equity | $ (3,954,569) | $ (3,707,055) |
CONDENSED CONSOLIDATING FINAN96
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 2028 Debentures) - Statement of Earnings (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 28, 2018 | Apr. 28, 2018 | Jan. 27, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||
Revenues | $ 1,132,900 | $ 1,165,100 | $ 1,482,100 | $ 1,120,300 | $ 1,119,900 | $ 1,111,400 | $ 1,395,600 | $ 1,079,100 | $ 4,900,444 | $ 4,705,993 | $ 4,949,472 |
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 3,320,753 | 3,220,027 | 3,322,508 | ||||||||
Selling, general and administrative expenses (excluding depreciation) | 1,179,641 | 1,129,309 | 1,117,928 | ||||||||
Income from credit card program | (46,361) | (60,082) | (60,648) | ||||||||
Depreciation expense | 214,452 | 225,463 | 226,868 | ||||||||
Other expenses (income) | 37,721 | 29,730 | 27,127 | ||||||||
Impairment charges | 357,000 | 153,800 | 0 | 510,736 | 466,155 | ||||||
Operating earnings (loss) | 96,507 | (453,221) | (261,655) | ||||||||
Loss before income taxes | (210,934) | (748,889) | (547,251) | ||||||||
Income tax benefit | (462,065) | (217,130) | (141,141) | ||||||||
Net earnings (loss) | $ (75,300) | $ (19,900) | $ 372,500 | $ (26,200) | $ (366,300) | $ (24,900) | $ (117,100) | $ (23,500) | 251,131 | (531,759) | (406,110) |
Total other comprehensive earnings (loss), net of tax | 41,134 | 52,410 | (64,613) | ||||||||
Total comprehensive earnings (loss) | 292,265 | (479,349) | (470,723) | ||||||||
2028 Debentures | |||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||
Revenues | 4,900,444 | 4,705,993 | 4,949,472 | ||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 3,320,753 | 3,220,027 | 3,322,508 | ||||||||
Selling, general and administrative expenses (excluding depreciation) | 1,179,641 | 1,129,309 | 1,117,928 | ||||||||
Income from credit card program | (46,361) | (60,082) | (60,648) | ||||||||
Depreciation expense | 214,452 | 225,463 | 226,868 | ||||||||
Amortization of intangible assets and favorable lease commitments | 97,731 | 104,031 | 111,189 | ||||||||
Other expenses (income) | 37,721 | 29,730 | 27,127 | ||||||||
Impairment charges | 510,736 | 466,155 | |||||||||
Operating earnings (loss) | 96,507 | (453,221) | (261,655) | ||||||||
Interest expense (income), net | 307,441 | 295,668 | 285,596 | ||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | ||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | ||||||||
Loss before income taxes | (210,934) | (748,889) | (547,251) | ||||||||
Income tax benefit | (462,065) | (217,130) | (141,141) | ||||||||
Net earnings (loss) | 251,131 | (531,759) | (406,110) | ||||||||
Total other comprehensive earnings (loss), net of tax | 41,134 | 52,410 | (64,613) | ||||||||
Total comprehensive earnings (loss) | 292,265 | (479,349) | (470,723) | ||||||||
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 (income) | 0 | 0 | 0 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Operating earnings (loss) | 0 | 0 | 0 | ||||||||
Interest expense (income), net | 0 | 0 | 0 | ||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | ||||||||
Equity in loss (earnings) of subsidiaries | (251,131) | 531,759 | 406,110 | ||||||||
Loss before income taxes | 251,131 | (531,759) | (406,110) | ||||||||
Income tax benefit | 0 | 0 | 0 | ||||||||
Net earnings (loss) | 251,131 | (531,759) | (406,110) | ||||||||
Total other comprehensive earnings (loss), net of tax | 41,134 | 52,410 | (64,613) | ||||||||
Total comprehensive earnings (loss) | 292,265 | (479,349) | (470,723) | ||||||||
2028 Debentures | Reportable Legal Entities | NMG | |||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||
Revenues | 3,770,909 | 3,708,882 | 3,963,977 | ||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 2,559,212 | 2,534,910 | 2,660,197 | ||||||||
Selling, general and administrative expenses (excluding depreciation) | 941,192 | 921,195 | 923,379 | ||||||||
Income from credit card program | (41,256) | (54,623) | (55,070) | ||||||||
Depreciation expense | 190,138 | 205,993 | 205,011 | ||||||||
Amortization of intangible assets and favorable lease commitments | 50,140 | 54,640 | 58,347 | ||||||||
Other expenses (income) | 37,721 | 28,015 | 22,283 | ||||||||
Impairment charges | 510,736 | 466,155 | |||||||||
Operating earnings (loss) | 33,762 | (491,984) | (316,325) | ||||||||
Interest expense (income), net | 307,379 | 295,717 | 285,381 | ||||||||
Intercompany royalty charges (income) | 178,229 | 150,719 | 150,285 | ||||||||
Equity in loss (earnings) of subsidiaries | (239,613) | (189,041) | (204,639) | ||||||||
Loss before income taxes | (212,233) | (749,379) | (547,352) | ||||||||
Income tax benefit | (463,364) | (217,620) | (141,242) | ||||||||
Net earnings (loss) | 251,131 | (531,759) | (406,110) | ||||||||
Total other comprehensive earnings (loss), net of tax | 36,690 | 44,842 | (62,331) | ||||||||
Total comprehensive earnings (loss) | 287,821 | (486,917) | (468,441) | ||||||||
2028 Debentures | Reportable Legal Entities | Non- Guarantor Subsidiaries | |||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||
Revenues | 1,129,535 | 997,111 | 985,495 | ||||||||
Cost of goods sold including buying and occupancy costs (excluding depreciation) | 761,541 | 685,117 | 662,311 | ||||||||
Selling, general and administrative expenses (excluding depreciation) | 238,449 | 208,114 | 194,549 | ||||||||
Income from credit card program | (5,105) | (5,459) | (5,578) | ||||||||
Depreciation expense | 24,314 | 19,470 | 21,857 | ||||||||
Amortization of intangible assets and favorable lease commitments | 47,591 | 49,391 | 52,842 | ||||||||
Other expenses (income) | 0 | 1,715 | 4,844 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Operating earnings (loss) | 62,745 | 38,763 | 54,670 | ||||||||
Interest expense (income), net | 62 | (49) | 215 | ||||||||
Intercompany royalty charges (income) | (178,229) | (150,719) | (150,285) | ||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | ||||||||
Loss before income taxes | 240,912 | 189,531 | 204,740 | ||||||||
Income tax benefit | 1,299 | 490 | 101 | ||||||||
Net earnings (loss) | 239,613 | 189,041 | 204,639 | ||||||||
Total other comprehensive earnings (loss), net of tax | 4,444 | 7,568 | (2,282) | ||||||||
Total comprehensive earnings (loss) | 244,057 | 196,609 | 202,357 | ||||||||
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 (income) | 0 | 0 | 0 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Operating earnings (loss) | 0 | 0 | 0 | ||||||||
Interest expense (income), net | 0 | 0 | 0 | ||||||||
Intercompany royalty charges (income) | 0 | 0 | 0 | ||||||||
Equity in loss (earnings) of subsidiaries | 490,744 | (342,718) | (201,471) | ||||||||
Loss before income taxes | (490,744) | 342,718 | 201,471 | ||||||||
Income tax benefit | 0 | 0 | 0 | ||||||||
Net earnings (loss) | (490,744) | 342,718 | 201,471 | ||||||||
Total other comprehensive earnings (loss), net of tax | (41,134) | (52,410) | 64,613 | ||||||||
Total comprehensive earnings (loss) | $ (531,878) | $ 290,308 | $ 266,084 |
CONDENSED CONSOLIDATING FINAN97
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (with respect to NMG's obligations under the 2028 Debentures) - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 28, 2018 | Apr. 28, 2018 | Jan. 27, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
CASH FLOWS - OPERATING ACTIVITIES | |||||||||||
Net earnings (loss) | $ (75,300) | $ (19,900) | $ 372,500 | $ (26,200) | $ (366,300) | $ (24,900) | $ (117,100) | $ (23,500) | $ 251,131 | $ (531,759) | $ (406,110) |
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Depreciation and amortization expense | 336,663 | 354,004 | 362,629 | ||||||||
Impairment charges | 357,000 | $ 153,800 | 0 | 510,736 | 466,155 | ||||||
Deferred income taxes | (468,583) | (171,152) | (102,841) | ||||||||
Payment-in-kind interest | 41,755 | 16,599 | 0 | ||||||||
Other | 7,323 | (3,244) | (11,945) | ||||||||
Net cash provided by (used for) operating activities | 297,212 | 146,974 | 310,592 | ||||||||
CASH FLOWS - INVESTING ACTIVITIES | |||||||||||
Capital expenditures | (174,596) | (204,636) | (301,445) | ||||||||
Acquisition of MyTheresa | 0 | 0 | (896) | ||||||||
Net cash provided by (used for) investing activities | (174,596) | (204,636) | (302,341) | ||||||||
CASH FLOWS - FINANCING ACTIVITIES | |||||||||||
Borrowings under revolving credit facilities | 1,087,915 | 889,000 | 555,000 | ||||||||
Payment of contingent earn-out obligation | 0 | (22,857) | (27,185) | ||||||||
Debt issuance costs paid | 0 | (5,359) | 0 | ||||||||
Repurchase of stock | (266) | 0 | 0 | ||||||||
Shares withheld for remittance of employee taxes | (332) | 0 | 0 | ||||||||
Net cash provided by (used for) financing activities | (134,024) | 40,358 | (21,611) | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 679 | 4,700 | 2,229 | ||||||||
CASH AND CASH EQUIVALENTS | |||||||||||
Increase (decrease) during the period | (10,729) | (12,604) | (11,131) | ||||||||
Beginning balance | 49,239 | 61,843 | 49,239 | 61,843 | 72,974 | ||||||
Ending balance | 38,510 | 49,239 | 38,510 | 49,239 | 61,843 | ||||||
Company | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Payment-in-kind interest | 0 | ||||||||||
NMG | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Payment-in-kind interest | 16,599 | ||||||||||
Non- Guarantor Subsidiaries | |||||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Payment-in-kind interest | 0 | ||||||||||
2028 Debentures | |||||||||||
CASH FLOWS - OPERATING ACTIVITIES | |||||||||||
Net earnings (loss) | 251,131 | (531,759) | (406,110) | ||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Depreciation and amortization expense | 336,663 | 354,004 | 362,629 | ||||||||
Impairment charges | 510,736 | 466,155 | |||||||||
Deferred income taxes | (468,583) | (171,152) | (102,841) | ||||||||
Payment-in-kind interest | 41,755 | ||||||||||
Other | 7,323 | (3,244) | (11,945) | ||||||||
Intercompany royalty income payable (receivable) | 0 | 0 | 0 | ||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | ||||||||
Changes in operating assets and liabilities, net | 128,923 | (28,210) | 2,704 | ||||||||
Net cash provided by (used for) operating activities | 297,212 | 146,974 | 310,592 | ||||||||
CASH FLOWS - INVESTING ACTIVITIES | |||||||||||
Capital expenditures | (174,596) | (204,636) | (301,445) | ||||||||
Acquisition of MyTheresa | (896) | ||||||||||
Investment in subsidiaries | 0 | 0 | |||||||||
Net cash provided by (used for) investing activities | (174,596) | (204,636) | (302,341) | ||||||||
CASH FLOWS - FINANCING ACTIVITIES | |||||||||||
Borrowings under revolving credit facilities | 1,087,915 | 889,000 | 555,000 | ||||||||
Repayment of borrowings | (1,221,341) | (820,426) | (549,426) | ||||||||
Payment of contingent earn-out obligation | (22,857) | (27,185) | |||||||||
Intercompany notes payable (receivable) | 0 | ||||||||||
Debt issuance costs paid | (5,359) | ||||||||||
Repurchase of stock | (266) | ||||||||||
Shares withheld for remittance of employee taxes | (332) | ||||||||||
Net cash provided by (used for) financing activities | (134,024) | 40,358 | (21,611) | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 679 | 4,700 | 2,229 | ||||||||
CASH AND CASH EQUIVALENTS | |||||||||||
Increase (decrease) during the period | (10,729) | (12,604) | (11,131) | ||||||||
Beginning balance | 49,239 | 61,843 | 49,239 | 61,843 | 72,974 | ||||||
Ending balance | 38,510 | 49,239 | 38,510 | 49,239 | 61,843 | ||||||
Reportable Legal Entities | 2028 Debentures | Company | |||||||||||
CASH FLOWS - OPERATING ACTIVITIES | |||||||||||
Net earnings (loss) | 251,131 | (531,759) | (406,110) | ||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Depreciation and amortization expense | 0 | 0 | 0 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Deferred income taxes | 0 | 0 | 0 | ||||||||
Payment-in-kind interest | 0 | ||||||||||
Other | 0 | 0 | 0 | ||||||||
Intercompany royalty income payable (receivable) | 0 | 0 | 0 | ||||||||
Equity in loss (earnings) of subsidiaries | (251,131) | 531,759 | 406,110 | ||||||||
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 | ||||||||
Acquisition of MyTheresa | 0 | ||||||||||
Investment in subsidiaries | 0 | 0 | |||||||||
Net cash provided by (used for) investing activities | 0 | 0 | 0 | ||||||||
CASH FLOWS - FINANCING ACTIVITIES | |||||||||||
Borrowings under revolving credit facilities | 0 | 0 | 0 | ||||||||
Repayment of borrowings | 0 | 0 | 0 | ||||||||
Payment of contingent earn-out obligation | 0 | 0 | |||||||||
Intercompany notes payable (receivable) | 0 | ||||||||||
Debt issuance costs paid | 0 | ||||||||||
Repurchase of stock | 0 | ||||||||||
Shares withheld for remittance of employee taxes | 0 | ||||||||||
Net cash provided by (used for) financing activities | 0 | 0 | 0 | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 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 | ||||||
Reportable Legal Entities | 2028 Debentures | NMG | |||||||||||
CASH FLOWS - OPERATING ACTIVITIES | |||||||||||
Net earnings (loss) | 251,131 | (531,759) | (406,110) | ||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Depreciation and amortization expense | 264,758 | 285,143 | 287,930 | ||||||||
Impairment charges | 510,736 | 466,155 | |||||||||
Deferred income taxes | (466,925) | (172,611) | (97,167) | ||||||||
Payment-in-kind interest | 41,755 | ||||||||||
Other | 4,959 | (5,172) | (18,505) | ||||||||
Intercompany royalty income payable (receivable) | 178,229 | 150,719 | 150,285 | ||||||||
Equity in loss (earnings) of subsidiaries | (239,613) | (189,041) | (204,639) | ||||||||
Changes in operating assets and liabilities, net | 265,324 | 59,095 | 126,863 | ||||||||
Net cash provided by (used for) operating activities | 299,618 | 123,709 | 304,812 | ||||||||
CASH FLOWS - INVESTING ACTIVITIES | |||||||||||
Capital expenditures | (160,774) | (171,372) | (254,094) | ||||||||
Acquisition of MyTheresa | 0 | ||||||||||
Investment in subsidiaries | (27,042) | (30,204) | |||||||||
Net cash provided by (used for) investing activities | (160,774) | (198,414) | (284,298) | ||||||||
CASH FLOWS - FINANCING ACTIVITIES | |||||||||||
Borrowings under revolving credit facilities | 1,041,000 | 889,000 | 555,000 | ||||||||
Repayment of borrowings | (1,174,426) | (820,426) | (549,426) | ||||||||
Payment of contingent earn-out obligation | 0 | 0 | |||||||||
Intercompany notes payable (receivable) | (39,459) | ||||||||||
Debt issuance costs paid | (5,359) | ||||||||||
Repurchase of stock | (266) | ||||||||||
Shares withheld for remittance of employee taxes | (332) | ||||||||||
Net cash provided by (used for) financing activities | (134,024) | 63,215 | (33,885) | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 | ||||||||
CASH AND CASH EQUIVALENTS | |||||||||||
Increase (decrease) during the period | 4,820 | (11,490) | (13,371) | ||||||||
Beginning balance | 28,301 | 39,791 | 28,301 | 39,791 | 53,162 | ||||||
Ending balance | 33,121 | 28,301 | 33,121 | 28,301 | 39,791 | ||||||
Reportable Legal Entities | 2028 Debentures | Non- Guarantor Subsidiaries | |||||||||||
CASH FLOWS - OPERATING ACTIVITIES | |||||||||||
Net earnings (loss) | 239,613 | 189,041 | 204,639 | ||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Depreciation and amortization expense | 71,905 | 68,861 | 74,699 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Deferred income taxes | (1,658) | 1,459 | (5,674) | ||||||||
Payment-in-kind interest | 0 | ||||||||||
Other | 2,364 | 1,928 | 6,560 | ||||||||
Intercompany royalty income payable (receivable) | (178,229) | (150,719) | (150,285) | ||||||||
Equity in loss (earnings) of subsidiaries | 0 | 0 | 0 | ||||||||
Changes in operating assets and liabilities, net | (136,401) | (87,305) | (124,159) | ||||||||
Net cash provided by (used for) operating activities | (2,406) | 23,265 | 5,780 | ||||||||
CASH FLOWS - INVESTING ACTIVITIES | |||||||||||
Capital expenditures | (13,822) | (33,264) | (47,351) | ||||||||
Acquisition of MyTheresa | (896) | ||||||||||
Investment in subsidiaries | 27,042 | 30,204 | |||||||||
Net cash provided by (used for) investing activities | (13,822) | (6,222) | (18,043) | ||||||||
CASH FLOWS - FINANCING ACTIVITIES | |||||||||||
Borrowings under revolving credit facilities | 46,915 | 0 | 0 | ||||||||
Repayment of borrowings | (46,915) | 0 | 0 | ||||||||
Payment of contingent earn-out obligation | (22,857) | (27,185) | |||||||||
Intercompany notes payable (receivable) | 39,459 | ||||||||||
Debt issuance costs paid | 0 | ||||||||||
Repurchase of stock | 0 | ||||||||||
Shares withheld for remittance of employee taxes | 0 | ||||||||||
Net cash provided by (used for) financing activities | 0 | (22,857) | 12,274 | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 679 | 4,700 | 2,229 | ||||||||
CASH AND CASH EQUIVALENTS | |||||||||||
Increase (decrease) during the period | (15,549) | (1,114) | 2,240 | ||||||||
Beginning balance | 20,938 | 22,052 | 20,938 | 22,052 | 19,812 | ||||||
Ending balance | 5,389 | 20,938 | 5,389 | 20,938 | 22,052 | ||||||
Eliminations | 2028 Debentures | |||||||||||
CASH FLOWS - OPERATING ACTIVITIES | |||||||||||
Net earnings (loss) | (490,744) | 342,718 | 201,471 | ||||||||
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: | |||||||||||
Depreciation and amortization expense | 0 | 0 | 0 | ||||||||
Impairment charges | 0 | 0 | |||||||||
Deferred income taxes | 0 | 0 | 0 | ||||||||
Payment-in-kind interest | 0 | ||||||||||
Other | 0 | 0 | 0 | ||||||||
Intercompany royalty income payable (receivable) | 0 | 0 | 0 | ||||||||
Equity in loss (earnings) of subsidiaries | 490,744 | (342,718) | (201,471) | ||||||||
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 | ||||||||
Acquisition of MyTheresa | 0 | ||||||||||
Investment in subsidiaries | 0 | 0 | |||||||||
Net cash provided by (used for) investing activities | 0 | 0 | 0 | ||||||||
CASH FLOWS - FINANCING ACTIVITIES | |||||||||||
Borrowings under revolving credit facilities | 0 | 0 | 0 | ||||||||
Repayment of borrowings | 0 | 0 | 0 | ||||||||
Payment of contingent earn-out obligation | 0 | 0 | |||||||||
Intercompany notes payable (receivable) | 0 | ||||||||||
Debt issuance costs paid | 0 | ||||||||||
Repurchase of stock | 0 | ||||||||||
Shares withheld for remittance of employee taxes | 0 | ||||||||||
Net cash provided by (used for) financing activities | 0 | 0 | 0 | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 0 | 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 |
QUARTERLY FINANCIAL INFORMATI98
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 28, 2018 | Apr. 28, 2018 | Jan. 27, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Quarterly financial information | |||||||||||
Revenues | $ 1,132,900 | $ 1,165,100 | $ 1,482,100 | $ 1,120,300 | $ 1,119,900 | $ 1,111,400 | $ 1,395,600 | $ 1,079,100 | $ 4,900,444 | $ 4,705,993 | $ 4,949,472 |
Gross profit | 315,500 | 408,700 | 458,100 | 397,400 | 312,800 | 380,900 | 413,100 | 379,200 | 1,579,700 | 1,486,000 | |
Net earnings (loss) | (75,300) | (19,900) | 372,500 | $ (26,200) | (366,300) | $ (24,900) | (117,100) | $ (23,500) | 251,131 | (531,759) | (406,110) |
Income tax loss (benefit) from the Tax Reform | (5,300) | $ 1,500 | $ (387,800) | (391,558) | 0 | 0 | |||||
Goodwill | 196,200 | 0 | 196,164 | 199,218 | |||||||
Long-lived assets | 1,200 | 3,700 | 4,800 | 38,100 | |||||||
Impairment charges | 357,000 | 153,800 | $ 0 | 510,736 | 466,155 | ||||||
Tradenames | |||||||||||
Quarterly financial information | |||||||||||
Tradenames | $ 159,600 | $ 150,100 | $ 309,744 | $ 228,877 | |||||||
Year-End Adjustment | |||||||||||
Quarterly financial information | |||||||||||
Unfavorable shrink adjustments | $ 12,500 |
SUBSEQUENT EVENTS - Schedule of
SUBSEQUENT EVENTS - Schedule of Summarized Financial Infomation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 28, 2018 | Apr. 28, 2018 | Jan. 27, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Subsequent Event [Line Items] | |||||||||||
Total assets | $ 7,545,903 | $ 7,703,516 | $ 7,545,903 | $ 7,703,516 | |||||||
Revenues | 1,132,900 | $ 1,165,100 | $ 1,482,100 | $ 1,120,300 | 1,119,900 | $ 1,111,400 | $ 1,395,600 | $ 1,079,100 | 4,900,444 | 4,705,993 | $ 4,949,472 |
Net earnings (loss) | (75,300) | $ (19,900) | $ 372,500 | $ (26,200) | (366,300) | $ (24,900) | $ (117,100) | $ (23,500) | 251,131 | (531,759) | (406,110) |
NMG International LLC | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Total assets | 351,982 | 320,876 | 351,982 | 320,876 | |||||||
Net assets | $ 266,784 | $ 248,228 | 266,784 | 248,228 | |||||||
Revenues | 364,134 | 265,608 | 201,806 | ||||||||
Net earnings (loss) | $ 13,833 | $ 9,052 | $ 3,039 |
SCHEDULE II VALUATION AND QU100
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Reserve for estimated sales returns | |||
Changes in valuation and qualifying accounts and reserves | |||
Balance at Beginning of Period | $ 47,006 | $ 45,336 | $ 44,046 |
Additions, charged to costs and expenses | 1,018,617 | 944,682 | 977,811 |
Additions, charged to other accounts | 0 | 0 | 0 |
Deductions | (1,020,949) | (943,012) | (976,521) |
Balance at End of Period | 44,674 | 47,006 | 45,336 |
Reserves for self-insurance | |||
Changes in valuation and qualifying accounts and reserves | |||
Balance at Beginning of Period | 36,545 | 36,197 | 37,943 |
Additions, charged to costs and expenses | 62,963 | 69,095 | 75,821 |
Additions, charged to other accounts | 0 | 0 | 0 |
Deductions | (60,002) | (68,747) | (77,567) |
Balance at End of Period | $ 39,506 | $ 36,545 | $ 36,197 |