10-Q 1 f10q080203.txt QUARTERLY REPORT 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