SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
( X ) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended August 3, 2002.
OR
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File No. 0-28410
LOEHMANN'S HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-4129380
- ---------------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 Halsey Street, Bronx, New York 10461
(Address of principal executive offices, including zip code)
(718) 409-2000
(Registrant's telephone number, including area code)
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period as the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- ----
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed under Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
----- ----
Below are indicated the number of shares outstanding of each of the registrant's
classes of common stock.
Class Outstanding at September 17, 2002
----- ---------------------------------
Common Stock, $.01 par value per share 3,329,482
Loehmann's Holdings, Inc.
CONTENTS
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets--August 3, 2002 and February 2, 2002.......... 2
Consolidated Statements of Operations--Quarters and six months ended
August 3, 2002 and August 4, 2001...................................... 3
Consolidated Statements of Cash Flows--Quarters and six months ended
August 3, 2002 and August 4, 2001...................................... 4
Notes to Financial Statements............................................. 5
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition................................................ 6
PART II--OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders............... 9
Item 6. Exhibits and Reports on Form 8-K.................................. 11
Signature................................................................. 12
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act.......... 13
1
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Loehmann's Holdings, Inc.
Consolidated Balance Sheets
(In thousands)
August 3, February 2,
2002 2002
---------------- ---------------
(Unaudited) (Audited)
ASSETS
Current assets:
Cash and cash equivalents $ 17,158 $ 13,882
Accounts receivable and other assets 4,100 4,785
Merchandise inventory 48,164 43,972
---------------- ---------------
Total current assets 69,422 62,639
Property, equipment and leaseholds, net 41,613 43,362
Deferred financing fees and other assets, net 1,573 1,493
Deferred tax asset 2,357 2,357
Reorganization value in excess of identifiable assets, net 19,381 19,381
---------------- ---------------
Total assets $ 134,346 $ 129,232
================ ===============
LIABILITIES AND COMMON STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 16,480 $ 19,427
Accrued expenses 16,655 16,378
Accrued interest 767 840
Income taxes payable 1,763 888
---------------- ---------------
Total current liabilities 35,665 37,533
11% Senior notes due December 2005 26,407 26,528
Other noncurrent liabilities 5,794 5,483
Common stockholders' equity:
Common stock, $0.01 par value, 5,500,000 shares authorized and
3,329,482 issued and outstanding 33 33
Additional paid-in capital 49,967 49,967
Retained earnings 16,480 9,688
---------------- ---------------
Total common stockholders' equity 66,480 59,688
---------------- ---------------
Total liabilities and common stockholders' equity $ 134,346 $ 129,232
================ ===============
The accompanying notes are an integral part of these
financial statements.
2
Loehmann's Holdings, Inc.
Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share data)
QUARTER ENDED SIX MONTHS ENDED
------------------------------- -------------------------------
August 3, August 4, August 3, August 4,
2002 2001 2002 2001
-------------- --------------- --------------- --------------
Net sales $ 75,284 $ 66,859 $ 168,681 $ 154,651
Cost of sales 47,687 42,651 104,226 97,723
-------------- --------------- --------------- --------------
Gross profit 27,597 24,208 64,455 56,928
Revenue from leased departments 346 399 627 741
-------------- --------------- --------------- --------------
Operating profit 27,943 24,607 65,082 57,669
Selling, general, and administrative expenses 24,772 22,940 52,032 48,938
Depreciation and amortization 2,160 2,462 4,315 4,936
Gain on sale of building 3,934 - 3,934 -
-------------- --------------- --------------- --------------
Operating income (loss) 4,945 (795) 12,669 3,795
Interest expense, net 668 1,039 1,454 2,013
-------------- --------------- --------------- --------------
Income (loss) before income taxes 4,277 (1,834) 11,215 1,782
Provision for income taxes, net 1,683 (374) 4,423 698
-------------- --------------- --------------- --------------
Net income (loss) applicable to common stock $ 2,594 $ (1,460) $ 6,792 $ 1,084
============== =============== =============== ==============
EARNINGS (LOSS) PER SHARE, NET OF TAX:
BASIC
Net income (loss) $ 0.78 $ (0.44) $ 2.04 $ 0.33
============== =============== =============== ==============
Weighted average common shares and common share
equivalents used in earnings per share calculation 3,329 3,333 3,329 3,333
============== =============== =============== ==============
DILUTED
Net income (loss) $ 0.72 $ (0.44) $ 1.90 $ 0.32
============== =============== =============== ==============
Weighted average common shares and common share
equivalents used in earnings per share calculation 3,623 3,333 3,571 3,350
============== =============== =============== ==============
The accompanying notes are an integral part of these
financial statements.
3
Loehmann's Holdings, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
QUARTER ENDED SIX MONTHS ENDED
--------------------------------- -------------------------------
August 3, August 4, August 3, August 4,
2002 2001 2002 2001
--------------- ---------------- -------------- ---------------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net income (loss) $ 2,594 $ (1,460) $ 6,792 $ 1,084
Adjustments to reconcile net income
(loss) to net cash provided by operating
activities:
Depreciation and amortization 2,160 2,462 4,315 4,936
Gain on sale of building (3,934) - (3,934) -
Non-cash PIK interest on 11% senior notes - - - 1,499
Changes in current assets and liabilities:
Accounts receivable and other assets 1,470 392 521 (164)
Merchandise inventory 2,763 8,493 (4,192) 1,105
Accounts payable (4,419) (754) (2,947) 1,557
Accrued expenses 148 (229) 418 (2,911)
Income taxes payable (395) (1,086) 876 (1,671)
Accrued interest 721 756 (73) (128)
--------------- ---------------- -------------- ---------------
Net changes in current assets and liabilities 288 7,572 (5,397) (2,212)
Net change in other noncurrent assets and
liabilities (37) (50) 136 140
--------------- ---------------- -------------- ---------------
Total adjustments, net (1,523) 9,984 (4,880) 4,363
--------------- ---------------- -------------- ---------------
Net cash provided by operating activities 1,071 8,524 1,912 5,447
--------------- ---------------- -------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,320) (1,318) (3,498) (1,950)
Net proceeds from sale of building 5,012 - 5,012 -
--------------- ---------------- -------------- ---------------
Net cash provided by (used in) investing activities 2,692 (1,318) 1,514 (1,950)
--------------- ---------------- -------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments under the credit facility, net - (7,370) - (3,941)
Other financing activities, net (150) - (150) -
--------------- ---------------- -------------- ---------------
Net cash used in financing activities (150) (7,370) (150) (3,941)
--------------- ---------------- -------------- ---------------
Net increase (decrease) in cash and cash equivalents 3,613 (164) 3,276 (444)
Cash and cash equivalents at beginning of period 13,545 1,307 13,882 1,587
--------------- ---------------- -------------- ---------------
Cash and cash equivalents at end of period $ 17,158 $ 1,143 $ 17,158 $ 1,143
=============== ================ ============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash interest paid during period $ 74 $ 283 $ 1,657 $ 642
=============== ================ ============== ===============
Cash taxes paid during period $ 2,066 $ 1,433 $ 2,431 $ 3,102
=============== ================ ============== ===============
The accompanying notes are an integral part of these
financial statements.
4
Loehmann's Holdings, Inc.
Notes to Financial Statements
1. ORGANIZATION
Loehmann's Holdings, Inc. ("Loehmann's" or the "Company"), a Delaware
corporation, was formed pursuant to the Company's emergence from bankruptcy on
October 10, 2000. Loehmann's Holdings, Inc. is the parent company of Loehmann's,
Inc. and owns 100% of its common stock. In addition to the formation of
Loehmann's Holdings, Inc., two new wholly-owned subsidiaries of Loehmann's, Inc.
were formed and all the assets of Loehmann's, Inc. were transferred to these
subsidiaries, Loehmann's Operating Co. and Loehmann's Real Estate Holdings, Inc.
Loehmann's is a leading upscale off-price specialty retailer of well known
designer and brand name women's fashion apparel, men's furnishings, accessories
and shoes.
2. BASIS OF PRESENTATION
The balance sheet at August 3, 2002 and the statements of operations and
cash flows for the quarter and six months ended August 3, 2002 include, in the
opinion of management, all adjustments (consisting of only normal recurring
adjustments) considered necessary for a fair presentation.
The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information. Certain information and footnote disclosure normally
included in financial statements required by generally accepted accounting
principles have been omitted. Operating results for the quarter and six months
ended August 3, 2002 are not necessarily indicative of the results that may be
expected for the fiscal year ending February 1, 2003. It is suggested that these
unaudited financial statements be read in conjunction with the financial
statements and notes for the fiscal year ended February 2, 2002 included in the
Company's Annual Report on Form 10-K for such year.
3. INCOME TAXES
Income taxes are provided for under the liability method using an effective
tax rate of 39%.
4. USE OF ESTIMATES
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States for interim financial
information requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes. Actual
amounts could differ from the estimates.
5. ADOPTION OF NEW ACCOUNTING STANDARD
In 2002, the Company adopted FASB Statement No. 142, "Goodwill and Other
Intangible Assets." This standard requires that reorganization value, goodwill
and other indefinitely lived intangible assets not be amortized, but instead be
tested for impairment. After the initial impairment review required by SFAS 142,
the Company has determined that the adoption of SFAS 142 did not result in the
impairment of the carrying value of its reorganization value.
5
If reorganization value in excess of identifiable assets had not been
amortized in the quarter and six months ended August 4, 2001, the Company's
adjusted net income and earnings per share would have been as follows:
Quarter ended Six months ended
August 4, 2001 August 4, 2001
------------------------------ -----------------------------------------
Net (Loss) Basic & Net (Loss) Basic Diluted
Income Diluted Income EPS EPS
EPS
As reported $ (1,460) $ (0.44) $ 1,084 $ 0.33 $ 0.32
Amortization of reorganization value
in excess of identifiable assets,
net of tax 121 0.04 243 0.07 0.07
--------------- -------------- -------------- ------------ -------------
As adjusted $ (1,339) $ (0.40) $ 1,327 $ 0.40 $ 0.39
=============== ============== ============== ============ =============
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS - COMPARISON OF THE QUARTERS ENDED AUGUST 3, 2002 AND
AUGUST 4, 2001
Comparable store sales (stores that were in operation for both periods)
increased by 12.7 % compared to the same period in fiscal 2001. Net sales for
the quarter ended August 3, 2002 were $75.3 million as compared to $66.9 million
for the comparable period in the prior year.
Gross profit for the quarter ended August 3, 2002 was $27.6 million as
compared to $24.2 million for the same period in the prior year. Gross profit
percentage increased to 36.7% from 36.2% in the prior year period. The increase
in gross profit percentage was due primarily to an improvement in inventory
shrinkage.
Selling, general and administrative expenses, as a percentage of net sales,
for the quarter ended August 3, 2002 decreased to 32.9% from 34.3% in the prior
period. Selling, general and administrative expenses increased to $24.8 million
from $22.9 million in the prior period. The increase is due primarily to
variable expenses related to the $8.4 million increase in net sales for the
quarter.
Depreciation and amortization expense for the quarter ended August 3, 2002
was $2.2 million as compared to $2.5 million for the same period in the prior
year. The Company no longer amortizes reorganization value in excess of
identifiable assets, which last year was $198,000 for the second quarter. See
Notes to the Financial Statements - 5. Adoption of New Accounting Standard.
In July 2002, the Company sold its facility in Bronx, NY and realized a
gain on the sale of $3.9 million. This gain is included in operating income for
the period.
As a result of the items explained above, operating income increased by
$5.7 million to $4.9 million, or 6.5% of sales, for the quarter ended August 3,
2002 as compared to an operating loss of $0.8 million, or (1.2)% of sales, for
the quarter ended August 4, 2001. Excluding the gain on sale of building,
operating income for the current period would have been $1.0 million or 1.3% of
sales.
6
Net interest expense for the quarter ended August 3, 2002 was $0.7 million
as compared to $1.0 million for the same period in the prior year. There was no
borrowing under the Company's credit facility during the period so interest
expense is comprised primarily of $0.6 million in interest on the Company's 11%
Senior Notes due 2005 plus fees related to the Company's credit line.
RESULTS OF OPERATIONS - COMPARISON OF THE SIX MONTHS ENDED AUGUST 3, 2002 AND
AUGUST 4, 2001
Comparable store sales (stores that were in operation for both periods)
increased by 9.1 % for the six-month period ended August 3, 2002 compared to the
same period in fiscal 2001. Net sales for the six-month period ended August 3,
2002 were $168.7 million as compared to $154.7 million for the comparable period
in the prior year.
Gross profit for the six-month period ended August 3, 2002 was $64.5
million as compared to $56.9 million for the same period in the prior year.
Gross profit percentage increased to 38.2% from 36.8% in the prior year period.
The increase in gross profit percentage was due primarily to (i) an increase in
the initial markup of merchandise resulting from a favorable change in the
merchandise mix and (ii) improved inventory shrinkage results.
Selling, general and administrative expenses, as a percentage of net sales,
for the quarter ended August 3, 2002 decreased to 30.9% from 31.6% in the prior
period. Selling, general and administrative expenses increased to $52.0 million
from $48.9 million in the prior period. The increase is due primarily to
variable expenses related to the $14.0 million increase in net sales for the
six-month period ended August 3, 2002.
Depreciation and amortization expense for the six-month period ended August
3, 2002 was $4.3 million as compared to $4.9 million for the same period in the
prior year. The Company no longer amortizes reorganization value in excess of
identifiable assets, which was $398,000 in the prior year period. See Notes to
the Financial Statements - 5. Adoption of New Accounting Standard.
In July 2002, the Company sold its facility in Bronx, NY and realized a
gain on the sale of $3.9 million. This gain is included in operating income for
the period.
As a result of the items explained above, operating income increased by
$8.9 million to $12.7 million, or 7.5% of sales, in the six months ended August
3, 2002 as compared to operating income of $3.8 million, or 2.5% of sales, in
the six months ended August 4, 2001. Excluding the gain on sale of building,
operating income for the current period would have been $8.7 million or 5.2% of
sales, an increase of 130%.
Net interest expense for the six-month period ended August 3, 2002 was $1.5
million as compared to $2.0 million for the same period in the prior year. There
was no borrowing under the Company's credit facility during the period so
interest expense is comprised primarily of $1.3 million in interest on the
Company's 11% Senior Notes due 2005 plus fees related to the Company's credit
line.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $75.0 million revolving line of credit with Bankers Trust
Company (the "Credit Facility"). The Credit Facility is secured by substantially
all of the Company's assets and expires on September 30, 2005. The availability
of the revolving line of credit under the Credit Facility is subject to certain
inventory-related borrowing base requirements.
7
The indebtedness under the Credit Facility bears interest at variable rates
based on LIBOR plus 3.0% or the prime rate plus 2.0% on borrowings less than or
equal to the fixed asset sublimit. For borrowings in excess of the fixed asset
sublimit, the interest rates are LIBOR plus 2.5% or the prime rate plus 1.5%.
There is an unused line fee of 0.50% per annum on the unused portion of the
facility.
The Credit Facility contains certain customary covenants, including
limitations on indebtedness, liens, and restricted payments. In addition, the
Company is required to satisfy certain financial performance criteria including
minimum EBITDA requirements, fixed charge coverage and inventory turn ratios.
The Credit Facility also contains an annual limitation on capital expenditures.
The Company is in compliance with all of its loan covenants.
During the six months ended August 3, 2002, the Company had no net
borrowings under the Credit Facility. As of August 3, 2002 there were
documentary letters of credit of $5.4 million outstanding under the Credit
Facility. The Company believes that cash generated from operations and funds
available under the Credit Facility will be sufficient to satisfy cash
requirements through the remainder of the fiscal year.
Net cash provided by operations before working capital for the six-month
period ended August 3, 2002 was $7.3 million. The working capital needs for the
six-month period were $5.4 million, due primarily to an increase in inventory of
$4.2 million and a decrease in accounts payable of $2.9 million. Cash provided
by operating activities was $1.9 million for the six-month period. Capital
expenditures for the six-month period were $3.5 million primarily for (i)
maintenance and repair, $2.4 million , (ii) systems upgrades, $0.6 million and
(iii) a new store in Centennial, CO , $0.5 million.
This Quarterly Report on Form 10-Q and, in particular, Management's
Discussion and Analysis of Financial Condition and Results of Operations contain
forward-looking statements within the Securities Exchange Act of 1934. The
Company's actual results of operations and future financial condition may differ
materially from those expressed or implied in any such forward-looking
statements as a result of many factors, including factors that may be beyond the
Company's control. Other factors that may cause actual results of operations and
future financial condition to differ from those expressed or implied in any
forward-looking statements contained herein include adverse changes in
relationships with key vendors and factors, changes in consumer preferences,
competition from existing and potential competitors and general economic
conditions.
The Company cautions that the foregoing list of important factors is not
exclusive. The Company does not undertake to update any forward-looking
statements contained herein or that may be made from time to time by or on
behalf of the Company.
CRITICAL ACCOUNTING POLICIES
Inventory
Merchandise inventory is valued at the lower of cost or market as
determined by the retail inventory method, which the Company believes
approximates fair value. However, certain warehoused inventory that is not
immediately available for sale is valued on a specific cost basis. The
merchandise inventory valued on a specific cost basis at August 3, 2002 and
August 4, 2001 was $15.8 million and $13.9 million, respectively.
The Company takes permanent markdowns to reduce prices as goods age. The
resulting gross profit reduction is recognized in the period the markdown is
recorded.
8
Shrinkage is estimated as a percentage of sales for the period from the
last inventory date, July 13, 2002, through August 3, 2002, the end of the
reporting period. This estimate is based on experience and the most recent
physical inventory results. Physical inventories are taken twice annually and
inventory records are adjusted accordingly.
Revenue Recognition and Leased Sales
The Company recognizes revenue when goods are sold, at retail, to customers
in its stores. The Company adopted SAB 101 in fiscal year 2000 and sales from
leased departments are not reflected in the net sales reported on the Company's
statements of operations. Fragrances is the only leased department. Gross profit
from fragrance sales is shown as revenue from leased departments on the
Company's statements of operations.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on September 10, 2002.
The following actions were taken at the Annual Meeting:
PROPOSAL 1
- ----------
The individuals in the table below were elected directors of the Company
with the votes indicated.
FOR WITHHELD
--- --------
William J. Fox 2,612,047 8,341
Joseph Nusim 2,608,845 11,543
Robert N. Friedman 2,608,845 11,543
Robert Glass 2,612,047 8,341
Carol Gigli-Greer 2,612,047 8,341
Cory Lipoff 2,612,047 8,341
Erwin A. Marks 2,612,047 8,341
PROPOSAL 2
- ----------
An amendment of the Company's amended and restated Certificate of
Incorporation to increase the number of authorized shares of common stock from
5,500,000 to 20,000,000. Approval of this proposal required a majority of the
common shares outstanding; the proposal was approved.
For 2,447,637
Against 167,764
Abstain 4,987
Broker non-votes 0
9
PROPOSAL 3
- ----------
An amendment of the Company's amended and restated Certificate of
Incorporation to authorize a class of Preferred Stock. Approval of this proposal
required a majority of the common shares outstanding; the proposal was not
approved.
For 1,279,982
Against 183,814
Abstain 0
Broker non-votes 1,150,087
PROPOSAL 4
- ----------
An amendment of the Company's 2001 Stock Option Plan to increase the number
of shares available for issuance pursuant to the exercise of stock options under
the plan to 600,000. Approval of this proposal required a majority of the votes
cast in person or by proxy; the proposal was approved.
For 1,284,959
Against 178,425
Abstain 6,921
Broker non-votes 1,150,087
PROPOSAL 5
- ----------
An amendment of the Company's 2000 Director Option Plan to increase the
number of shares available for issuance pursuant to the exercise of stock
options under the plan to 300,000. On September 6, 2002, the Company withdrew
this proposal; any votes with respect to the proposal have been disregarded.
PROPOSAL 6
- ----------
Ratification of the appointment of Ernst & Young LLP as independent
accountants. Approval of this proposal required a majority of the votes cast in
person or by proxy; the proposal was approved.
For 2,609,272
Against 4,497
Abstain 6,619
Broker non-votes 0
10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
(a) Exhibits
99.1 Press release dated September 6, 2002 withdrawing proposal #5 from the
consideration of the Corporation's stockholders at the 2001 Annual Meeting
of Stockholders.
99.2 Press release dated September 9, 2002 announcing the financial results for
the second quarter of fiscal year 2002.
99.3 Press release dated September 12, 2002 announcing (i) stockholder approval
for an increase in authorized common shares to 20,000,000, (ii) a 2 for 1
common stock split and (iii) the Company's intention to redeem $15,000,000
in 11% senior notes effective November 4, 2002.
99.4 Certificate of Chief Executive Officer required by Section 906 of the
Sarbanes-Oxley Act of 2002.
99.5 Certificate of Chief Financial Officer required by Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
The Company filed a report on Form 8-K, dated July 25, 2002 concerning the
commencement of trading of Loehmann's common stock on the NASDAQ National Stock
Market and concerning the completion of the sale of its facility in Bronx, NY.
11
Loehmann's Holdings, Inc.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: September 17, 2002
Loehmann's Holdings, Inc.
By /s/ Robert Glass
----------------------------------
Robert Glass
Chief Operating Officer, Chief Financial
Officer, Secretary and Director
12
Loehmann's Holdings, Inc.
Certifications
I, Robert N. Friedman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Loehmann's
Holdings, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
Date: September 17, 2002 /s/ Robert N. Friedman
-----------------------------
Name: Robert N. Friedman
Title: President, Chief Executive Officer
and Director
I, Robert Glass, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Loehmann's
Holdings, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
Date: September 17, 2002 /s/ Robert Glass
------------------------------------------
Name: Robert Glass
Title: Chief Operating Officer, Chief
Financial Officer, Secretary and Director
13