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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 November 1, 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 December 1, 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--November 1, 2003, February 1, 2003 (Audited) and
November 2, 2002..................................................................................2
Consolidated Statements of Operations--Quarters and nine months ended
November 1, 2003 and November 2, 2002.............................................................3
Consolidated Statements of Cash Flows--Nine months ended
November 1, 2003 and November 2, 2002.............................................................4
Notes to 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 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)
NOVEMBER 1, February 1, November 2,
2003 2003 2002
----------------- --------------- ----------------
(Unaudited) (Audited) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 3,237 $ 11,217 $ 21,575
Accounts receivable and current other assets 7,408 6,628 7,304
Merchandise inventory 69,091 51,506 59,409
-------- -------- --------
Total current assets 79,736 69,351 88,288
Property, equipment and leaseholds, net 44,309 45,087 42,946
Deferred financing fees and other assets, net 1,439 1,585 1,559
Deferred tax asset 2,669 2,968 2,357
Reorganization value in excess of identifiable assets, net 15,988 15,988 19,381
-------- -------- --------
Total assets $144,141 $134,979 $154,531
======== ======== ========
LIABILITIES AND COMMON STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 29,638 $ 23,603 $ 25,423
Accrued expenses 19,157 20,138 20,286
Income taxes payable - 1,351 4,665
Current portion of long-term debt 5,703 - 15,000
-------- -------- --------
Total current liabilities 54,498 45,092 65,374
11% Senior notes due December 2005 - 11,407 11,407
Deferred tax liability 2,739 - -
Other noncurrent liabilities 7,223 6,195 5,878
Common stockholders' equity:
Common stock, $0.01 par value, 20,000,000 shares
authorized; 6,729,236 shares issued and outstanding
at November 1, 2003; 6,659,236 shares
issued and outstanding at February 1, 2003 and November 2, 2002 67 66 66
Additional paid-in capital 50,361 49,934 49,934
Retained earnings 29,253 22,285 21,872
-------- -------- --------
Total common stockholders' equity 79,681 72,285 71,872
-------- -------- --------
Total liabilities and common stockholders' equity $144,141 $134,979 $154,531
======== ======== ========
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 NINE MONTHS ENDED
------------------------------- -------------------------------
NOVEMBER 1, November 2, NOVEMBER 1, November 2,
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net sales $101,041 $ 94,731 $270,748 $263,412
Cost of sales 59,315 55,696 164,732 159,923
-------- -------- -------- --------
Gross profit 41,726 39,035 106,016 103,489
Revenue from leased departments 439 303 1,191 930
-------- -------- -------- --------
Operating profit 42,165 39,338 107,207 104,419
Selling, general, and administrative expenses 31,160 27,543 87,151 79,564
Depreciation and amortization 2,491 2,203 7,275 6,513
Gain on sale of building - - - 3,925
-------- -------- -------- --------
Operating income 8,514 9,592 12,781 22,267
Interest expense, net 296 743 1,073 2,206
-------- -------- -------- --------
Income before income taxes 8,218 8,849 11,708 20,061
Provision for income taxes 3,309 3,458 4,740 7,877
-------- -------- -------- --------
Net income $ 4,909 $ 5,391 $ 6,968 $ 12,184
======== ======== ======== ========
EARNINGS PER SHARE
BASIC
Net income $ 0.73 $ 0.81 $ 1.04 $ 1.83
======== ======== ======== ========
Weighted average shares outstanding 6,729 6,659 6,687 6,659
======== ======== ======== ========
DILUTED
Net income $ 0.65 $ 0.73 $ 0.93 $ 1.67
======== ======== ======== ========
Weighted average shares outstanding 7,573 7,424 7,497 7,278
======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
3
Loehmann's Holdings, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
NINE MONTHS ENDED
--------------------------------
NOVEMBER 1, November 2,
2003 2002
--------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6,968 $ 12,184
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 7,275 6,513
Gain on sale of building - (3,925)
Decrease in deferred tax asset 299 -
Increase in deferred tax liability 2,739 -
Write off of fixed assets 164 386
Changes in current assets and liabilities:
Accounts receivable and other assets (780) (444)
Merchandise inventory (17,585) (15,437)
Accounts payable 6,035 5,996
Accrued expenses (981) 991
Income taxes payable (1,351) 3,778
-------- --------
Net changes in current assets and liabilities (14,662) (5,116)
Net change in other noncurrent assets and liabilities 1,011 167
-------- --------
Total adjustments, net (3,174) (1,975)
-------- --------
Net cash provided by operating activities 3,794 10,209
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (6,447) (7,205)
Net proceeds from sale of building - 4,839
-------- --------
Net cash used in investing activities
(6,447) (2,366)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net issuance of common stock 429 -
Repayment of 11% Senior notes (5,704) -
Other financing activities, net (52) (150)
-------- --------
Net cash used in financing activities (5,327) (150)
-------- --------
Net (decrease) increase in cash and cash equivalents (7,980) 7,693
Cash and cash equivalents at beginning of period 11,217 13,882
-------- --------
Cash and cash equivalents at end of period $ 3,237 $ 21,575
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash interest paid during period $ 1,457 $ 3,149
======== ========
Cash taxes paid during period $ 3,630 $ 3,351
======== ========
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 nine months ended November 1, 2003
and November 2, 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, the Company's net
income and net income per share would have been the pro forma amounts indicated
below:
5
QUARTER ENDED NINE MONTHS ENDED
------------------------------------- ------------------------------------
NOVEMBER 1, November 2, NOVEMBER 1, November 2,
2003 2002 2003 2002
----------- ----------- ----------- -----------
(In millions, except per share data)
Net income - as reported $ 4.9 $ 5.4 $ 7.0 $ 12.2
Less total stock-based employee
compensation expense under the fair value
method, net of tax 0.2 0.3 0.6 1.1
------- ------- -------- --------
Net income - pro forma $ 4.7 $ 5.1 $ 6.4 $ 11.1
======= ======= ======== ========
Net income per share:
Basic - as reported $ 0.73 $ 0.81 $ 1.04 $ 1.83
Basic - pro forma 0.70 0.77 0.96 1.67
Diluted - as reported 0.65 0.73 0.93 1.67
Diluted - pro forma 0.62 0.69 0.85 1.53
6. SUBSEQUENT EVENTS
On November 10, 2003, the Company redeemed the balance remaining, $5.7
million, of its 11% senior notes due December 2005. These notes have been
reclassified as current portion of long-term debt on the Company's balance sheet
at November 1, 2003.
On November 25, 2003, the Company entered into a new credit facility
with The CIT Group/Business Credit, Inc. The facility provides for a $50,000,000
revolving line of credit. The availability of the revolving line of credit under
the credit facility is subject to certain inventory-related borrowing base
requirements. See Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity & Capital Resources for
additional information.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations - Comparison of the Quarters Ended November 1, 2003 and
November 2, 2002
Net sales for the quarter ended November 1, 2003 were $101.0 million as
compared to $94.7 million for the comparable period in the prior year. The
increase of $6.3 million is attributable to (i) a net increase of $10.2 million
in sales related to 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.
Comparable store sales decreased by 2.3% compared to the same period in
fiscal 2002. This decrease is an improvement in the comparable store sales trend
from the first and second quarters of fiscal 2003, which were -7.7% and -2.9%,
respectively. Comparable store sales for the quarter ended November 2, 2002
increased by 12.1% compared to the same period in fiscal 2001.
Gross profit for the quarter ended November 1, 2003 was $41.7 million
as compared to $39.0 million for the same period in the prior year. Gross profit
percentage increased to 41.3% from 41.2% in the prior year period.
6
Selling, general and administrative ("SG&A") expenses for the period
increased by $3.6 million to $31.2 million, or 30.8% of net sales, from $27.5
million, or 29.1% of net sales in the prior period. The increase of $3.6 million
was primarily due to a net increase of $2.6 million of expenses related to the
new stores opened within the past twelve months. This increase was partially
offset by a $0.3 million reduction in expenses due to the closing of three
stores. Included in the new store expenses was $0.2 million of pre-opening
expenses.
Depreciation and amortization expense for the quarter ended November 1,
2003 was $2.5 million compared to $2.2 million for the same period in the prior
year. The increase in depreciation expense is due primarily to assets placed in
service at the new stores opened within the last 12 months.
Net interest expense for the quarter ended November 1, 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 the 11% Senior Notes due December 2005 (the "Senior
Notes"). This resulted in a decrease in interest expense on the Senior Notes to
$0.2 million in the current period from $0.7 million in the prior period.
As a result of the items explained above, net income was $4.9 million,
or 4.9% of sales, for the quarter ended November 1, 2003 as compared to net
income of $5.4 million, or 5.7% of sales, for the quarter ended November 2,
2002.
Results of Operations - Comparison of the Nine-Month Periods Ended November 1,
2003 and November 2, 2002
Net sales for the nine-month period ended November 1, 2003 were $270.7
million as compared to $263.4 million for the comparable period in the prior
year. The increase of $7.3 million is attributable to (i) a net increase of
$24.6 million in sales related to new stores offset by, (ii) the comparable
store sales decrease of $11.3 million and (iii) a decrease of $6.0 million in
sales related to three closed stores.
Comparable store sales decreased by 4.4 % for the nine-month period
ended November 1, 2003 compared to the same period in fiscal 2002, primarily as
a result of the weak economy and the unseasonable weather in the first and
second quarters of fiscal 2003. Comparable store sales for the nine months ended
November 2, 2002 increased by 10.1% compared to the same period in fiscal 2001.
Gross profit for the nine-month period ended November 1, 2003 was
$106.0 million as compared to $103.5 million for the same period in the prior
year. Gross profit percentage was 39.2% compared to 39.3% in the prior year
period.
SG&A expenses for the nine-month period ended November 1, 2003,
increased to $87.2 million, or 32.2% of net sales, from $79.6 million, or 30.2%
of net sales in the prior period. The increase of $7.6 million was primarily due
to (i) a net increase of $7.5 million of expenses related to the 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 $1.2 million reduction in expenses due to the closing
of three stores. Included in new store expenses were $1.1 million of one time
pre-opening and advertising expenses.
Comparable store SG&A expenses for the nine-month period ended November
1, 2003, were $79.0 million compared to $77.7 million in the prior period. As a
percentage of net sales, SG&A expenses increased to 32.3% from 30.4% in the
prior period. The increase of 190 basis points was due primarily to an increase
in advertising and occupancy expenses partially offset by sales variable related
expenses.
7
Reconciliation of SG&A expenses to comparable store SG&A expenses:
NINE-MONTH
PERIODS ENDED
---------------------------------
NOVEMBER 1, November 2,
2003 2002
---------------------------------
Total SG&A expenses $87,151 $79,564
New stores SG&A expenses 8,125 620
Closed stores SG&A expenses - 1,202
---------------------------------
Comparable store SG&A expenses $79,026 $77,742
=================================
Depreciation and amortization expense for the nine-month period ended
November 1, 2003 was $7.3 million as compared to $6.5 million for the same
period in the prior year. The increase in depreciation expense is due primarily
to assets placed in service at the new stores opened within the last 12 months.
During the nine-month period ended November 1, 2002, the Company sold
its facility in Bronx, NY and realized a one-time gain on the sale of the
building of $3.9 million.
Net interest expense for the nine-month period ended November 1, 2003
was $1.1 million as compared to $2.2 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 the Senior Notes. This resulted in a decrease in
interest expense on the Senior Notes to $0.7 million from $2.1 million in the
prior period.
As a result of the items explained above, net income was $7.0 million,
or 2.6% of sales, in the nine-month period ended November 1, 2003, as compared
to net income of $12.2 million, or 4.6% of sales, in the nine-month period ended
November 2, 2002. Excluding the gain on the sale of the building, net of income
taxes, of $2.4 million, net income for the nine-month period ended November 2,
2002 would have been $9.8 million or 3.7% of net sales.
LIQUIDITY AND CAPITAL RESOURCES
As of November 1, 2003, the Company had a $60.0 million credit facility
with Bankers Trust Company (the "Old Credit Facility"). The Old Credit Facility
was secured by substantially all of the Company's assets. The availability of
the revolving line of credit under the Old Credit Facility was subject to
certain inventory-related borrowing base requirements. On November 25, 2003, the
Company entered into a new credit facility with The CIT Group/Business Credit,
Inc. (the "New Credit Facility"). The New Credit Facility provides for a $50.0
million revolving line of credit. The availability of the revolving line of
credit under the New Credit Facility is subject to certain inventory-related
borrowing base requirements. Repayment of amounts borrowed under the New Credit
Facility is secured by a lien on substantially all the assets of the Company.
Deferred financing fees of approximately $550,000 related to the Bankers Trust
credit facility will be written off in the fourth quarter.
The indebtedness under the New Credit Facility bears interest at
variable rates based on LIBOR plus 2.0% or the prime rate plus 0.5% on
borrowings. There is an unused line fee of 0.25% per annum on the unused portion
of the New Credit Facility. The indebtedness under the Old Credit Facility bore
interest at variable rates based on LIBOR plus 2.5% or the prime rate plus 1.5%
on borrowings. There was an unused line fee of 0.50% per annum on the unused
portion of the Old Credit Facility. The New Credit Facility contains certain
customary covenants, including capital expenditure limitations, limitations on
indebtedness, liens, and restricted payments, as did the Old Credit Facility.
There are no financial performance covenants under the New Credit Facility.
8
The Company was required, under the Old Credit Facility, to satisfy,
among other things, certain financial performance criteria including minimum
EBITDA (earnings before interest, taxes, depreciation and amortization)
requirements, fixed charge coverage ratio, inventory turn ratio and maximum
capital expenditure costs. The Company was in compliance with all of its loan
covenants under the Old Credit Facility at November 1, 2003. As of November 1,
2003, the Company had no borrowings under the Old Credit Facility and
documentary letters of credit of $2.4 million outstanding. Unused availability
under the Old Credit Facility was $51.7 million.
Net cash provided by operations for the nine months ended November 1,
2003 was $3.8 million compared to $10.2 million provided by operations in the
prior year. The decrease is due primarily to the following, (i) a larger
increase in inventory for the nine-months ending November 1, 2003 compared to
the same period in the prior year, (ii) a decrease in accrued expenses compared
to an increase in the prior period, resulting primarily from lower accruals for
bonuses in the current period and (iii) a decrease in the change in income tax
related liabilities as compared to the prior period.
Due to the seasonal nature of the Company's business, inventory is
normally at its lowest point at the end of the fiscal year and increases to peak
levels during the third quarter of the fiscal year. Therefore, there will
typically be a large increase in the inventory from the end of a fiscal year to
the end of the third quarter of the following fiscal year. For the third quarter
of fiscal year 2003, inventory increased by $17.6 million to $69.1 million from
$51.5 million at February 1, 2003. The increase of $17.6 million was
attributable to (i) an increase in the inventory at stores in operation for at
least one year of $12.5 million and (ii) an increase in inventory for new stores
of $5.0 million.
Inventory increased by $9.7 million from one year ago. This is due
primarily to (i) an increase in inventory for new stores of $5.5 million and
(ii) an increase in the Company's pack-away inventory of $3.8 million, which was
due to opportunistic purchases.
Accounts receivable and other current assets for the period ended
November 1, 2003, were $7.4 million compared to $6.6 million at February 1,
2003. The increase of $0.8 million was due primarily to an increase in prepaid
state income taxes of $0.5 million and prepaid advertising expense of $0.3
million.
Accounts payable for the period ended November 1, 2003, were $29.6
million compared to $23.6 million at February 1, 2003. This increase is
primarily the result of the seasonal fluctuation in inventory levels previously
discussed. A deferred tax liability of $2.7 million was recorded for the period
ended November 1, 2003. This was primarily due to the excess of tax depreciation
expense over book depreciation expense.
Capital expenditures for the nine-month period were $6.4 million, with
new stores accounting for $2.8 million. Capital expenditures for the prior
nine-month period were $7.2 million.
On November 10, 2003, the Company redeemed the balance remaining, $5.7
million, of its Senior Notes. These notes have been reclassified as current
portion of long-term debt on the Company's balance sheet at November 1, 2003.
Consequently, the long-term balance on the Senior Notes decreased by $5.7
million reflecting the reclassification.
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 meaning of 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.
9
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 November 1, 2003 and November 2, 2002 was $17.3 million and $13.4 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.
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 of 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.
A hypothetical 100 basis point increase in interest rates relating to
the Company's revolving credit facility for nine-month period ended November 1,
2003 and nine-month period ended November 2, 2002 would have decreased pre-tax
income by $16,000 and $4,000, respectively.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information that is
required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act of 1934, as amended, is accumulated and
communicated to management in a timely manner. The Company's Chief Executive
Officer and Chief Financial Officer have evaluated this system of disclosure
controls and procedures as of the end of the period covered by this quarterly
report, and believe that the system is operating effectively to ensure
appropriate disclosure. There have been no changes in the Company's internal
control over financial reporting during the most recent fiscal year that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
10
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
(a) Exhibits
31.1 Certificate of Chief Executive Officer required by Section 15d-14(a) of the
Rules and Regulations under the Securities Exchange Act of 1934.
31.2 Certificate of Chief Financial Officer required by Section 15d-14(a) of the
Rules and Regulations under the Securities Exchange Act of 1934.
32.1 Certificate of Chief Executive Officer required by 18 U.S.C. Section 1350.
32.2 Certificate of Chief Financial Officer required by 18 U.S.C. Section 1350.
(b) Reports on Form 8-K:
The Company filed a report on Form 8-K under items 7 and 12 of Form 8-K, dated
September 17, 2003, announcing the Company's financial results for the quarter
ended August 2, 2003.
The Company filed a report on Form 8-K under items 5 and 7 of Form 8-K, dated
October 23, 2003, announcing the Company's intention to redeem $5.7 million of
its outstanding 11% Senior Notes.
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: December 15, 2003
Loehmann's Holdings, Inc.
By /s/ Robert Glass
---------------------------------------
Robert Glass
Chief Operating Officer, Chief
Financial Officer and Secretary
12