Peter Kim, the founder and chief executive officer of Hudson Jeans, has resigned from the board of Joe’s Jeans Inc., the troubled denim firm that bought Hudson from Kim and Fireman Capital Partners for $97.6 million in late 2013.
Kim has retained B. Riley & Co. LLC as his financial adviser and Sullivan & Cromwell LLP as legal counsel to assist in a review of his alternatives. He remains ceo and manager of Hudson as well as ceo and a director of Hudson Clothing Holdings Inc. and HC Acquisition Holdings Inc., all wholly owned subsidiaries of Joe’s. Both Joe’s and Hudson are based in Los Angeles.
Financing for the acquisition of Hudson included a $60 million senior term loan from Garrison Investment Group. Joe’s fell out of compliance with the profitability requirements of the Garrison financing during the 12 months ended Sept. 30, triggering a default on both the Garrison facility and the $50 million revolving credit facility with CIT Trade Finance that also helped finance the deal.
Under terms of the default, the company is prohibited from making payments under the convertible notes issued to Kim, Reebok founder Paul Fireman’s Fireman Capital Partners and other former Hudson stockholders. The principal amount of the notes was $22.9 million.
Kim holds $14.3 million of those notes, which would be convertible into about 8 million shares of common stock, or about 10 percent of those outstanding, on Sept. 30.
Kim has asked Joe’s board to permit B. Riley access, “under appropriate confidentiality agreements,” to financial information and other records to assist Kim in evaluating his options.
“To date, the company has not permitted B. Riley that access,” said a statement issued on Kim’s behalf by B. Riley. “There can be no assurances that Mr. Kim will make any proposals with respect to the company.”
While talks aimed at amending the facilities or granting Joe’s forbearance on the default have gone on since November, the stock has been decimated, falling from a 52-week high of $1.55 on Feb. 27 to as low as 18 cents in early trading Wednesday before closing at 19 cents, down 9.1 percent. At the time Joe’s disclosed the default on Nov. 14, shares closed at 75 cents.
More recently, Joe’s has seen a procession of ceo’s, with three individuals filling the post in as many weeks.
Marc Crossman resigned on Jan. 23 after a nine-year tenure in the post and moved into a consulting role with the firm. He was succeeded on an interim basis by Samuel Joseph “Jay” Furrow Jr., the former ceo of Joe’s predecessor company, Innovo Group Inc., and the son of Joe’s longtime chairman, Samuel J. “Sam” Furrow. The elder Furrow picked up the post, also on an interim basis, last Friday.
Carl Marks Advisory Group is advising Joe’s Jeans, which expects to name a “chief restructuring adviser” to help it navigate through its difficulties.
Kim was unavailable to elaborate on his options. B. Riley said that, since founding Hudson in 2002, he “has remained committed to realizing his strategic vision of being at the forefront of innovation in the premium denim market and impacting it in a significant way.”
Kim has been a trailblazer in the premium denim market as well as in the marketing of the premium segment. The Hudson brand put Georgia May Jagger in its ads over a three-year period, but more recently moved to marketing messages emphasizing “real, crafted and optimistic” over those stressing “sexy, mysterious and cool.”
“Aspirational,” Kim told WWD in an interview last year. “I hear the word all the time and it makes me puke. Aspiration isn’t just physical beauty. Aspiration is what you’re doing in life.”
In a Form 10-K filed with the Securities and Exchange Commission last week, Joe’s said “there can be no assurance that we will be able to refinance the debt or that the requested amendments will be granted on acceptable terms.
Without “reasonable financing,” the company said it could be forced to file for Chapter 11 bankruptcy protection, surrender collateral assets or both.
According to the 10-K, Joe’s registered a net loss of $27.7 million in the fiscal year ended Nov. 30, up from a loss of $7.3 million the prior year. Sales rose 34.6 percent to $188.8 million from $140.2 million. The most recent fiscal year was the first in which Hudson’s results were consolidated for the entire 12 months, and the brand’s wholesale and retail revenues totaled $52.8 million and $3 million, respectively. Fiscal 2013 results included two months of Hudson’s results.
The larger loss at Joe’s last year resulted from, among other factors, a $23.6 million pretax goodwill impairment charge and more than a five-fold increase in interest expense, to $13.8 million from $2.6 million.