-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RgFESQ2zGeBosAbkpg1rqcvmgXFdR7/bSh8jaooscZL42vzEroHmo8scSsjcEoKF mMQnwKT9hhGuMFvsRL13lw== 0000910680-03-001052.txt : 20031202 0000910680-03-001052.hdr.sgml : 20031202 20031202172105 ACCESSION NUMBER: 0000910680-03-001052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031202 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOEHMANNS HOLDINGS INC CENTRAL INDEX KEY: 0000843081 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 133492628 STATE OF INCORPORATION: MD FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31787 FILM NUMBER: 031033366 BUSINESS ADDRESS: STREET 1: 2500 HALSEY ST CITY: BRONX STATE: NY ZIP: 10461 BUSINESS PHONE: 7184092000 MAIL ADDRESS: STREET 1: 2500 HALSEY ST CITY: BRONX STATE: NY ZIP: 10461 8-K 1 f8k120203.txt CURRENT REPORT + SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2003 LOEHMANN'S HOLDINGS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-28410 13-4129380 -------- ------- ---------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File No.) Identification No.) 2500 Halsey Street, Bronx, NY 10461 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (718) 409-2000 Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Exhibits 99.1 Press Release dated December 2, 2003 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On December 2, 2003 Loehmann's Holdings, Inc. (the "Company") issued a press release announcing the Company's financial results for the quarter ended November 1, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 2, 2003 LOEHMANN'S HOLDINGS, INC. By: /s/ Robert Glass ------------------------------------------------ Name: Robert Glass Title: Chief Operating Officer, Chief Financial Officer and Secretary EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release dated December 2, 2003 EX-99 3 ex99_1120203.txt PRESS RELEASE Exhibit 99.1 LOEHMANN'S HOLDINGS, INC. REPORTS THIRD QUARTER RESULTS --Third Quarter Net Income Per Diluted Share Totals $0.65, Exceeding First Call Consensus Estimate of $0.59 per Diluted Share BRONX, N.Y.--(BUSINESS WIRE)--December 2, 2003--Loehmann's Holdings, Inc. (NASDAQ: LHMS) today announced financial results for the third quarter and nine-month period ended November 1, 2003. For the third quarter: o Net sales rose 6.7% to $101.0 million compared to $94.7 million in 2002; o Net income per diluted share totaled $0.65 compared to net income per diluted share of $0.73 in 2002 and versus the First Call consensus estimate of $0.59 per diluted share; and o EBITDA totaled $11.0 million compared to $11.8 million in 2002 For the nine-month period ended November 1, 2003: o Net sales rose 2.8% to $270.7 million compared to $263.4 million in 2002; o Net income per diluted share totaled $0.93 compared to $1.67 in 2002, or $1.34 excluding the gain on the sale of the Company's Bronx facility; and o EBITDA totaled $20.1 million compared to $24.9 million in 2002 Third quarter net sales rose by 6.7% to $101.0 million, as a result of opening new stores, partially offset by the closure of certain smaller stores, since the third quarter of fiscal 2002. In addition, third quarter comparable store sales declined by 2.3%, an improving trend from the first half of the year and versus a comparable store sales gain of 12.1% in last year's third quarter. Gross margin for the quarter totaled $41.7 million, or 41.3% of sales, compared to gross margin of $39.0 million or, 41.2% of sales, in the third quarter of 2002. Selling, general and administrative ("SG&A") expenses totaled $31.2 million, or 30.9% of sales, compared to $27.5 million, or 29.0%, in last year's third quarter. The $3.7 million increase in SG&A expenses during the quarter was primarily due to $2.6 million of expenses related to new stores opened within the past twelve months and included $0.2 million of one-time pre-opening expenses. Partially offsetting this increase was $0.3 million in expense reductions due to the closure of certain smaller stores. Interest expense declined by $0.4 million to $0.3 million, as compared to $0.7 million in the third quarter of fiscal 2002. The decline in interest expense was primarily a result of the redemption of $20.7 million in senior notes since November 2002. Inventory was in line with expectations at $69.1 million compared to $59.4 million at November 2, 2002. The $9.7 million increase in inventory this year is attributed to inventory for new stores and opportunistic purchases of packaway inventory. "We are pleased with the progress we have made during the quarter," stated Robert N. Friedman, Chief Executive Officer. "We improved our comparable store sales trend from the first half of the year and also recorded a modest increase in gross profit margin despite the tough comparisons we faced versus the third quarter last year. In addition, our disciplined approach to new store expansion has served us well with our new stores exceeding expectations. We are also pleased with our continued ability to reduce outstanding debt. In this regard, we have redeemed $20.7 million in senior notes through internally generated cash flow since November 2002. In addition, following quarter end, we redeemed the balance of our outstanding notes and also negotiated a new $50 million line of credit. Both of which will further reduce our costs going forward." The Company noted that during the quarter it opened one new store in Natick, MA and at quarter end operated 47 stores. In addition, the Company has completed a 12,000 square foot expansion of its East Brunswick, NJ store. Following quarter end, the Company completed the expansion of its existing San Francisco, CA store, which added approximately 21,000 square feet to that location. The Company also noted that in November it opened its first Loehmann's shoe store in downtown San Francisco. At fiscal year end the Company expects to operate 1,190,000 square feet, adding 13% to its square footage versus year-end fiscal 2002. "As we look ahead, we believe we are well positioned for the holiday season and into 2004," Mr. Friedman continued. "Our new stores are performing well, which demonstrates the validity of our new store-operating model. In addition, we are pleased with the opening of our first Loehmann's shoe store in downtown San Francisco. We are confident in our ongoing ability to create value for our shareholders." For the nine months of fiscal 2003, net sales rose by 2.8% to $270.7 million compared to net sales of $263.4 million in the nine months of 2002. Comparable store sales declined by 4.4% compared to a comparable store gain of 10.1% in the nine months of fiscal 2002. Gross margin totaled $106.0 million, or 39.2% of sales, versus $103.5 million, or 39.3% of sales, in the nine months of 2002. SG&A expenses totaled $87.2 million, or 32.2% of sales, compared to $79.6 million, or 30.2% of sales, in the nine months of 2002. The $7.6 million increase in SG&A expenses was primarily due to $7.5 million of expenses related to the opening of new stores over the past twelve months, which included $0.7 million of one-time pre-opening expenses and an increase of $0.5 million in advertising expenses incurred at stores open for at least a year. This increase was partially offset by a $1.2 million reduction in expenses related to the closing of smaller stores. On a comparable store basis, SG&A expenses increased $1.3 million versus the prior year. Interest expense declined by $1.1 million to $1.1 million, as compared to the nine months of fiscal 2002. The decline in interest expense was primarily a result of the redemption of the senior notes previously mentioned. Interested stockholders and other persons are invited to listen to the third quarter earnings conference call scheduled for tomorrow, Wednesday, December 3, 2003 at 9:00 a.m. Eastern Time. The call will be broadcast live over the Internet at www.loehmanns.com. Loehmann's is a leading specialty retailer of well-known designer and brand name women's and men's fashion apparel, accessories and shoes at prices that are typically 30% to 65% below department store prices. Loehmann's operates 47 stores in major metropolitan markets located in 17 states. Loehmann's invites investors to visit the Company's web site at www.loehmanns.com. ******************************************************************************** This release contains forward-looking information within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve certain risks, uncertainties, and other factors which may cause actual results to differ materially from such forward-looking information. Such factors include, among other things, levels of sales and store traffic, general economic and business conditions, competition, development and operating costs, advertising and promotional efforts, brand awareness, and the existence or absence of adverse publicity. For more detail, see the Company's annual and quarterly reports filed with the Securities and Exchange Commission (a copy of which may also be obtained from the Company at (718) 409-2000). Investors and prospective investors are urged to consider the factors discussed above, and to read the Company's annual and quarterly reports filed with the Securities and Exchange Commission. ******************************************************************************** (Tables to Follow) LOEHMANN'S HOLDINGS INC. CONSOLIDATED BALANCE SHEET ($ IN THOUSANDS)
NOVEMBER 1, February 1, November 2, 2003 2003 2002 -------- -------- -------- (UNAUDITED) (audited) (unaudited) ASSETS Cash & cash equivalents $ 3,237 $ 11,217 $ 21,575 Prepaid expenses and other assets 7,408 6,628 7,304 Inventory 69,091 51,506 59,409 -------- -------- -------- Total current assets 79,736 69,351 88,288 Property, plant and equipment, 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 15,988 15,988 19,381 -------- -------- -------- Total assets $144,141 $134,979 $154,531 ======== ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable-trade $ 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 2005 -- 11,407 11,407 Deferred tax liability 2,739 -- -- Other noncurrent liabilities 7,223 6,195 5,878 Stockholders' equity Common stock 67 66 66 Additional paid-in-capital 50,361 49,934 49,934 Retained earnings 29,253 22,285 21,872 -------- -------- -------- Stockholders' Equity 79,681 72,285 71,872 -------- -------- -------- Total Liabilities & Stockholders' Equity $144,141 $134,979 $154,531 ======== ======== ========
LOEHMANN'S HOLDINGS INC. CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) ($ IN THOUSANDS)
QUARTER ENDED NINE MONTHS ENDED --------------------- --------------------- NOVEMBER 1, November 2, NOVEMBER 1, November 2, 2003 2002 2003 2002 -------- -------- -------- -------- Sales $101,041 $ 94,731 $270,748 $263,412 Cost of Sales 59,315 55,696 164,732 159,923 -------- -------- -------- -------- Gross margin 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 -------- -------- -------- -------- EBITDA 11,005 11,795 20,056 24,855 Depreciation and amortization 2,491 2,203 7,275 6,513 Extraordinary item - 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 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 Income before gain on sale of building $ 0.73 $ 0.81 $ 1.04 $ 1.47 Gain on sale of building -- -- -- 0.36 -------- -------- -------- -------- Income after gain on sale of building $ 0.73 $ 0.81 $ 1.04 $ 1.83 ======== ======== ======== ======== Weighted Average Shares Outstanding 6,729 6,659 6,687 6,659 ======== ======== ======== ======== DILUTED Income before gain on sale of building $ 0.65 $ 0.73 $ 0.93 $ 1.34 Gain on sale of building -- -- -- 0.33 -------- -------- -------- -------- Income after gain on sale of building $ 0.65 $ 0.73 $ 0.93 $ 1.67 ======== ======== ======== ======== Weighted Average Shares Outstanding 7,573 7,424 7,497 7,278 ======== ======== ======== ========
(1) EBITDA (earnings before interest, taxes, depreciation and amortization) is not a Generally Accepted Accounting Principles (GAAP) measurement, but is being included, as we believe it is a commonly used measure of operating performance in the retail industry. EBITDA is provided to enhance an investor's understanding of our operating results. It should not be construed as an alternative to operating income as an indicator of operating performance or as an alternative to cash flows from operating activities as a measure of liquidity as determined in accordance with GAAP. All companies do not calculate EBITDA in the same manner. As a result, EBITDA as reported may not be comparable to EBITDA as reported by other companies. Reconciliation of SG&A expenses to comparable store SG&A expenses:
QUARTER ENDED NINE MONTHS ENDED ------------------- ------------------- NOVEMBER 1, November 2, NOVEMBER 1, November 2, 2003 2002 2003 2002 ------- ------- ------- ------- Total SG&A expenses $31,160 $27,543 $87,151 $79,564 New stores SG&A expenses 3,250 620 8,125 620 Closed stores SG&A expenses -- 318 -- 1,202 ------- ------- ------- ------- Comparable store SG&A expenses $27,910 $26,605 $79,026 $77,742 ======= ======= ======= =======
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