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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 2, 2003.
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 registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)
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 15, 2003
----- ---------------------------------
Common Stock, $.01 par value per share 6,729,236
Loehmann's Holdings, Inc.
CONTENTS
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets--August 2, 2003, February 1, 2003 (Audited) and
August 3, 2002.................................................................................... 2
Consolidated Statements of Operations--Quarters and six months ended
August 2, 2003 and August 3, 2002................................................................. 3
Consolidated Statements of Cash Flows--Six months ended August 2, 2003
and August 3, 2002................................................................................ 4
Notes to Consolidated Financial Statements........................................................... 5
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition........................................................................... 6
Item 3. Quantitative and Qualitative Disclosures About Market Risk................................... 10
Item 4. Controls and Procedures...................................................................... 10
PART II--OTHER INFORMATION
Item 5. Submission of Matters to a Vote of Security Holders.......................................... 10
Item 6. Exhibits and Reports on Form 8-K............................................................. 11
Signature............................................................................................ 12
1
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Loehmann's Holdings, Inc.
Consolidated Balance Sheets
(In thousands)
August 2, February 1 August 3,
2003 2003 2002
-------- -------- --------
(Unaudited) (Audited) (Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 1,081 $ 11,217 $ 17,158
Accounts receivable and other assets 7,484 5,798 5,590
Merchandise inventory 58,611 51,506 48,164
-------- -------- --------
Total current assets 67,176 68,521 70,912
Property, equipment and leaseholds, net 44,681 45,087 41,613
Deferred financing fees and other assets, net 1,445 1,585 1,573
Deferred tax asset 2,968 2,968 2,357
Reorganization value in excess of identifiable assets, net 15,988 15,988 19,381
-------- -------- --------
Total assets $132,258 $134,149 $135,836
======== ======== ========
Liabilities and common stockholders' equity
Current liabilities:
Accounts payable $ 23,088 $ 23,603 $ 16,480
Revolving credit facility 4,057 - -
Accrued expenses 17,473 18,954 18,145
Accrued interest 162 354 767
Income taxes payable 162 1,351 1,763
-------- -------- --------
Total current liabilities 44,942 44,262 37,155
11% Senior notes due December 2005 5,703 11,407 26,407
Other noncurrent liabilities 6,840 6,195 5,794
Common stockholders' equity:
Common stock, $0.01 par value, 20,000,000 shares authorized; 6,729,236,
6,659,236 and 6,658,964 shares issued and outstanding at August 2,
2003, February 1, 2003 and August 3, 2002, respectively 67 66 66
Additional paid-in capital 50,362 49,934 49,934
Retained earnings 24,344 22,285 16,480
-------- -------- --------
Total common stockholders' equity 74,773 72,285 66,480
-------- -------- --------
Total liabilities and common stockholders' equity $132,258 $134,149 $135,836
======== ======== ========
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 2, August 3, AUGUST 2, August 3,
2003 2002 2003 2002
-------- -------- -------- --------
Net sales $ 79,279 $ 75,284 $169,707 $168,681
Cost of sales 51,416 47,687 105,417 104,226
-------- -------- -------- --------
Gross profit 27,863 27,597 64,290 64,455
Revenue from leased departments 423 346 752 627
-------- -------- -------- --------
Operating profit 28,286 27,943 65,042 65,082
Selling, general, and administrative expenses 26,745 24,772 55,991 52,032
Depreciation and amortization 2,439 2,160 4,784 4,315
Gain on sale of building - 3,934 - 3,934
-------- -------- -------- --------
Operating (loss) income (898) 4,945 4,267 12,669
Interest expense, net 319 668 777 1,454
-------- -------- -------- --------
(Loss) income before income taxes (1,217) 4,277 3,490 11,215
(Benefit) provision for income taxes, net (524) 1,683 1,431 4,423
-------- -------- -------- --------
Net (loss) income applicable to common stock $ (693) $ 2,594 $ 2,059 $ 6,792
======== ======== ======== ========
Earnings per share:
Basic
Net (loss) income $ (0.10) $ 0.39 $ 0.31 $ 1.02
======== ======== ======== ========
Weighted average shares outstanding 6,673 6,659 6,666 6,659
======== ======== ======== ========
Diluted
Net (loss) income $ (0.10) $ 0.36 $ 0.28 $ 0.95
======== ======== ======== ========
Weighted average shares outstanding 6,673 7,246 7,460 7,142
======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
3
Loehmann's Holdings, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Six Months Ended
--------------------
August 2, August 3,
2003 2002
-------- --------
Cash flows (used in) provided by operating activities:
Net income $ 2,059 $ 6,792
Adjustments to reconcile net income to net cash (used in) provided by
operating activities:
Depreciation and amortization 4,784 4,315
Gain on sale of building - (3,934)
Asset disposal 187 -
Changes in current assets and liabilities:
Accounts receivable and other assets (1,686) (969)
Merchandise inventory (7,105) (4,192)
Accounts payable (515) (2,947)
Accrued expenses (1,481) 1,908
Income taxes payable (1,189) 876
Accrued interest (192) (73)
-------- --------
Net changes in current assets and liabilities (12,168) (5,397)
Net change in other noncurrent assets and liabilities 642 136
-------- --------
Total adjustments, net (6,555) (4,880)
-------- --------
Net cash (used in) provided by operating activities (4,496) 1,912
-------- --------
Cash flows from investing activities:
Capital expenditures (4,422) (3,498)
Net proceeds from sale of building - 5,012
-------- --------
Net cash (used in) provided by investing activities (4,422) 1,514
-------- --------
Cash flows from financing activities:
Borrowings under the credit facility, net 4,057 -
Net issuance of common stock 429 -
Repayment of 11% Senior notes (5,704) -
Other financing activities, net - (150)
-------- --------
Net cash used in financing activities (1,218) (150)
-------- --------
Net (decrease) increase in cash and cash equivalents (10,136) 3,276
Cash and cash equivalents at beginning of period 11,217 13,882
-------- --------
Cash and cash equivalents at end of period $ 1,081 $ 17,158
======== ========
Supplemental disclosure of cash flow information:
Cash interest paid during period $ 997 $ 1,657
======== ========
Cash taxes paid during period $ 3,354 $ 2,431
======== ========
The accompanying notes are an integral part of these financial statements.
4
Loehmann's Holdings, Inc.
Notes to Financial Statements
1. BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States for interim
financial information. Accordingly, they do not contain all disclosures required
by generally accepted accounting principles in the United States for complete
financial statements. It is suggested that these unaudited financial statements
be read in conjunction with the financial statements and notes for the fiscal
year ended February 1, 2003 included in the Company's Annual Report on Form 10-K
for such year.
The results of operations for the six months ended August 2, 2003 and
August 3, 2002 are not necessarily indicative of those for a full fiscal year
due, in part, to seasonal factors. The data contained in these financial
statements is unaudited and is subject to year-end adjustments; however, in the
opinion of management, all known adjustments (consisting of only normal
recurring adjustments) considered necessary for a fair presentation have been
made.
2. RECLASSIFICATION
Certain items in fiscal year 2002 have been reclassified to present
them on a basis consistent with later periods.
3. INCOME TAXES
Income taxes are provided for under the liability method using an
effective tax rate of 41%.
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. STOCK-BASED COMPENSATION
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure" ("SFAS 148"), which amends
SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. The Company has not
adopted a method under SFAS 148 to expense stock options but rather continues to
follow APB 25 and related interpretations in accounting for stock options and
accordingly, has recognized no compensation expense with respect to options
granted to key employees or options granted to non-employee directors. Had
compensation cost been determined based upon the fair value at grant date for
awards consistent with the methodology prescribed by SFAS 123, "Accounting for
Stock-Based Compensation", the Company's net income and net income per share
would have been the pro forma amounts indicated below:
5
QUARTER ENDED SIX MONTHS ENDED
AUGUST 2, August 3, AUGUST 2, August 3,
2003 2002 2003 2002
------- ------- ------- -------
(In millions, except per share data)
Net (loss) income - as reported $ (0.7) $ 2.6 $ 2.1 $ 6.8
Less total stock-based employee compensation expense under the fair
value method, net of tax 0.3 0.2 0.4 0.8
------- ------- ------- -------
Net (loss) income - pro forma $ (1.0) $ 2.4 $ 1.7 $ 6.0
======= ======= ======= =======
Net (loss) income per share:
Basic - as reported $ (0.10) $ 0.39 $ 0.31 $ 1.02
Basic - pro forma (0.15) 0.36 0.26 0.90
Diluted - as reported (0.10) 0.36 0.28 0.95
Diluted - pro forma (0.15) 0.33 0.23 0.84
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS - COMPARISON OF THE QUARTERS ENDED AUGUST 2, 2003 AND
AUGUST 3, 2002
Comparable store sales (stores that were in operation for both periods)
decreased by 2.9 % for the quarter ended August 2, 2003 compared to the same
period in fiscal 2002. May 2003 and June 2003 comparable store sales decreased
by 4.6% and 5.1%, respectively, primarily as a result of the weak economy and
the unseasonable weather, continuing a trend that began in the first quarter.
Comparable store sales improved at the end of the second quarter, however, with
July 2003 comparable store sales increasing by 3.9%.
Net sales for the quarter ended August 2, 2003 were $79.3 million as
compared to $75.3 million for the comparable period in the prior year. The
increase of $4.0 million is attributable to (i) an increase of $7.9 million in
sales related to five new stores offset by, (ii) the comparable store sales
decrease of $2.1 million and (iii) a decrease of $1.8 million in sales related
to three closed stores.
Gross profit for the quarter ended August 2, 2003 was $27.9 million as
compared to $27.6 million for the same period in the prior year. Gross profit
percentage decreased to 35.1% from 36.7% in the prior year period. The decrease
in gross profit percentage was due primarily to an increase in markdowns, which
were taken to liquidate spring season inventory.
Selling, general and administrative ("SG&A") expenses for the period
increased by $1.9 million to $26.7 million, or 33.7% of net sales, from $24.8
million, or 32.9% of net sales in the prior period. The increase of $1.9 million
was primarily due to $2.6 million of expenses related to the five new stores
opened within the past twelve months. This increase was partially offset by a
$0.4 million reduction in expenses due to the closing of three stores. Included
in the $2.6 million in new store expenses were $0.3 million of pre-opening
expenses for the new stores.
Comparable store SG&A expenses for the period decreased by $0.2 million
to $24.1 million, or 33.8% of net sales, from $24.3 million, or 33.2% of net
sales in the prior period. The increase of 60 basis points was due primarily to
rent increases at the Company's stores and at its distribution center.
6
Reconciliation of SG&A expenses to comparable store SG&A expenses:
QUARTER
PERIOD ENDED
-----------------
AUGUST 2, August 3,
2003 2002
------- -------
Total SG&A expenses $26,745 $24,772
New stores SG&A expenses 2,616 -
Closed stores SG&A expenses - 424
------- -------
Comparable store SG&A expenses $24,129 $24,348
======= =======
Depreciation and amortization expense for the quarter ended August 2,
2003 was $2.4 million as compared to $2.2 million for the same period in the
prior year. The increase in depreciation expense relates to the new stores
opened within the twelve-month period.
In the quarter ended August 3, 2002, the Company sold its facility in
Bronx, NY and realized a gain on sale of building of $3.9 million.
Net interest expense for the quarter ended August 2, 2003 was $0.3
million as compared to $0.7 million for the same period in the prior year. In
November 2002 and June 2003, the Company redeemed $15.0 million and $5.7
million, respectively, of its 11% senior notes, resulting in a decrease in
interest expense on the Company's senior notes to $0.2 million from $0.6
million.
As a result of the items explained above there was a net loss of $0.7
million for the quarter ended August 2, 2003 as compared to net income,
exclusive of the gain on the sale of the building net of income taxes, of $0.2
million, or 0.0% of sales, for the quarter ended August 3, 2002. Including the
gain on the sale of the building, net income for the quarter ended August 3,
2002 was $2.6 million or 3.5% of net sales.
RESULTS OF OPERATIONS - COMPARISON OF THE SIX MONTHS ENDED AUGUST 2, 2003 AND
AUGUST 3, 2002
Comparable store sales (stores that were in operation for both periods)
decreased by 5.6 % for the six-month period ended August 2, 2003 compared to the
same period in fiscal 2002. Comparable store sales decreased by 6.6% through the
end of June 2003 primarily as a result of the weak economy and the unseasonable
weather. Comparable store sales improved at the end of the six-month period,
however, with July 2003 comparable store sales increasing by 3.9%.
Net sales for the six-month period ended August 3, 2003 were $169.7
million as compared to $168.7 million for the comparable period in the prior
year. The increase of $1.0 million is attributable to (i) an increase of $14.3
million in sales related to five new stores offset by, (ii) the comparable store
sales decrease of $9.1 million and (iii) a decrease of $4.2 million in sales
related to three closed stores.
Gross profit for the six-month period ended August 2, 2003 was $64.3
million as compared to $64.5 million for the same period in the prior year.
Gross profit percentage decreased to 37.9% from 38.2% in the prior year period.
The decrease in gross profit percentage was due primarily to an increase in
markdowns, which were taken to liquidate spring season inventory.
SG&A expenses for the six-months ended August 2, 2003, increased to
$56.0 million from $52.0 million in the prior period. As a percentage of net
sales, SG&A expenses increased to 33.0% from 30.8% in the prior period. The
increase of $4.0 million was primarily due to (i) $4.9 million of expenses
related to the five new stores opened within the past twelve months and (ii) an
increase of $0.5 million is advertising expenses incurred at stores open for at
least a year. This increase is partially offset by a $0.9 million reduction in
expenses due to the closing of three stores. Included in new store expenses were
$0.8 million of pre-opening expenses for the new stores.
7
Comparable store SG&A expenses for the six-months ended August 2, 2003,
were $51.1 million, which was the same as in the prior period. As a percentage
of net sales, SG&A expenses increased to 32.9% from 31.1% in the prior period.
The increase of 180 basis points was due primarily to an increase in occupancy
expenses at the Company's stores and at its distribution center.
Reconciliation of SG&A expenses to comparable store SG&A expenses:
SIX MONTHS
PERIOD ENDED
-----------------
AUGUST 2, August 3,
2003 2002
------- -------
Total SG&A expenses $55,991 $52,032
New stores SG&A expenses 4,871 -
Closed stores SG&A expenses - 884
------- -------
Comparable store SG&A expenses $51,120 $51,148
======= =======
Depreciation and amortization expense for the six-month period ended
August 2, 2003 was $4.8 million as compared to $4.3 million for the same period
in the prior year. The increase in depreciation expense relates to the new
stores opened within the twelve-month period.
In the six months ended August 3, 2002, the Company sold its facility
in Bronx, NY and realized a gain on sale of building $3.9 million.
Net interest expense for the six-month period ended August 2, 2003 was
$0.8 million as compared to $1.5 million for the same period in the prior year.
In November 2002 and June 2003, the Company redeemed $15.0 million and $5.7
million, respectively, of its 11% senior notes, resulting in a decrease in
interest expense on the Company's senior notes to $0.5 million from $1.5
million.
As a result of the items explained above, net income was $2.1 million,
or 1.2% of sales, in the six months ended August 2, 2003 as compared to net
income, excluding the gain on the sale of building net of income taxes, of $4.4
million, or 2.6% of sales, in the six months ended August 3, 2002. Including the
gain on the sale of the building, net income for the six months ended August 3,
2002 was $6.8 million or 4.0% of net sales.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $60.0 million credit facility 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.
The indebtedness under the Credit Facility bears interest at variable
rates based on LIBOR plus 2.5% or the prime rate plus 1.5% on borrowings. There
is an unused line fee of 0.50% per annum on the unused portion of the Credit
Facility.
The Credit Facility contains certain customary covenants, including
limitations on indebtedness, liens, and restricted payments. In addition, the
Company is required to satisfy, among other things, certain financial
performance criteria including minimum EBITDA (Earnings before interest, taxes,
depreciation and amortization) requirements, fixed charge coverage ratio,
8
inventory turn ratio and maximum capital expenditure costs. The Company is in
compliance with all of its loan covenants.
As of August 2, 2003, the Company had net borrowings of $4.1 million
and documentary letters of credit of $6.5 million outstanding with $37.0 million
of unused availability under the Credit Facility.
Accounts receivable and other current assets for the period ended
August 2, 2003, were $7.5 million compared to $5.8 million at February 1, 2003.
The increase of $1.7 million was due primarily to an increase in prepaid state
income taxes of $0.7 million, prepaid advertising expense of $0.6 million and
prepaid payroll expense of $0.6 million. This increase was partially offset by
landlord construction allowance receivables of $0.4 million.
Income taxes payable for the period ended August 2, 2003, were $0.2
million compared to $1.4 million at February 1, 2003. The decrease was primarily
due to estimated state and federal taxes payments made during the six-month
period ended August 2, 2003.
Net cash used in operations for the six months ended August 2, 2003 was
$4.5 million compared to $1.9 million provided by operations in the prior year.
The usage was primarily due to an increase in inventory of $7.1 million and a
decrease in accrued expenses and income taxes payable of $1.5 million and $1.2
million, respectively. Capital expenditures for the six-month period were $4.4
million, with new stores in Troy, MI, East Hanover, NJ and Chevy Chase, MD
accounting for $2.3 million.
Inventory increased by $7.1 million from the end of the prior fiscal
year. This is due primarily to (i) an increase in inventory for new stores of
$3.1 million and (ii) an increase in the Company's pack-away inventory of $3.4
million, which was due primarily to opportunistic purchases. Inventory increased
by $10.4 million from one year ago. This is due primarily to (i) an increase in
inventory for new stores of $4.5 million and (ii) an increase in the Company's
pack-away inventory of $4.8 million, which was due to opportunistic purchases.
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, referred to as
pack-away 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 2, 2003 and August 3, 2002 was $20.6 million and $15.8 million,
respectively.
9
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.
Shrinkage is estimated as a percentage of sales for the period from the
last inventory date to the end of the reporting period. Such estimates are based
on experience and 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. Sales from fragrances, a leased department, are not
reflected in the net sales reported on the Company's statements of operations.
Gross profit from fragrance sales is shown as revenue from leased departments on
the Company's statements of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has assessed its vulnerability to certain market risks,
including interest rate risk associated with financial instruments included in
cash and cash equivalents. Due to the short-term nature of these investments the
Company has determined that the risks associated with interest rate fluctuations
related to these financial instruments do not pose a material risk to the
Company.
ITEM 4. CONTROLS AND PROCEDURES
As of August 2, 2003, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of its disclosure controls and
procedures pursuant to the Exchange Act Rule 13a-15. Based upon that evaluation,
the Company's Chief Executive Officer and the Chief Financial Officer concluded
that the Company's disclosure controls and procedures that are designed to
ensure that information required to be disclosed in Company reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms.
PART II. OTHER INFORMATION
ITEM 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on June 19, 2003.
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.
10
VOTE VOTE
FOR WITHHELD
--------- --------
William J. Fox 3,587,598 4,738
Joseph Nusim 3,587,598 4,738
Robert N. Friedman 3,587,598 4,738
Robert Glass 3,587,598 4,738
Carol Gigli-Greer 3,587,598 4,738
Cory Lipoff 3,587,598 4,738
Erwin A. Marks 3,587,598 4,738
PROPOSAL 2
- ----------
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 3,587,348
Against 1,116
Abstain 3,872
Broker non-votes 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
(a) Exhibits
31.1 Certificate of Chief Executive Officer required by Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certificate of Chief Financial Officer required by Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certificate of Chief Executive Officer required by Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certificate of Chief Financial Officer required by Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
None.
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 12, 2003
Loehmann's Holdings, Inc.
By /s/ Robert Glass
-------------------------------------------------
Robert Glass
Chief Operating Officer, Chief Financial Officer
and Secretary
12