Joe's Jeans Inc. (the "Company") (NASDAQ: JOEZ) announced today
that it will amend and restate certain of its previously issued
financial statements and other financial information to revise the
accounting treatment of its acquisition of JD Holdings, Inc. ("JD
Holdings") completed in October 2007. In light of the pending
restatement, the previously issued financial statements and other
financial information contained in the Company's Forms 10-Q for the
quarters ended February 28, 2008, May 31, 2008 and August 31, 2008
should no longer be relied upon. Additionally, the Company will not
file its Form 10-K for the year ended November 30, 2008 until the
restatement has been completed.
For the nine month period ended August 31, 2008, the Company
previously reported earnings per share of $0.09. As a result of its
restatement, the Company expects for the nine month period ended
August 31, 2008 restated earnings per share of $0.06. For the
fourth quarter of fiscal 2008, the Company expects earnings per
share of $0.02, at the high end of its previously announced
guidance, before consideration of any non-cash charges. Finally,
for the first quarter of fiscal 2009, the Company expects earnings
per share of $0.01, before consideration of any non-cash charges,
and 5% to 8% growth in its top line.
On February 6, 2007 and June 25, 2007, the Company entered into
an amended Merger Agreement with JD Holdings to acquire its
business, which included all right, title and interest in its
intellectual property, which included the Joe's�, Joe's Jeans(TM)
and "JD" related brand and marks. The merger was completed on
October 25, 2007. The merger was accounted for as a purchase under
U.S. generally accepted accounting principles. Accordingly,
management allocated the purchase price to the assets and
liabilities of JD Holdings in its financial statements as of the
completion of the merger as determined by the Company's valuations.
The valuations of intangible assets, income taxes and certain other
items were completed during the second quarter of fiscal 2008. In
addition, under the merger agreement, Mr. Joseph Dahan, the sole
stockholder of JD Holdings, was entitled, for a period of 120
months following October 25, 2007, a certain percentage of the
gross profit earned by the Company in any applicable fiscal year.
The contingent consideration has been recorded as additions to
goodwill as the amounts have become known.
In connection with its review of the Company's registration
statement on Form S-3 filed on October 15, 2008, the staff of the
Securities and Exchange Commission (the "SEC Staff") commented on
the Company's method for (i) the valuation of the assets acquired
in connection with the merger of JD Holdings and the allocation of
the purchase price to those assets; and (ii) the accounting
treatment of the contingent consideration payment to Mr. Dahan as
an adjustment as additional purchase price rather than as
compensation expense. The Company presented to the SEC Staff its
position regarding the transaction and its current accounting
treatment. Ultimately, after considering the SEC Staff's view,
management of the Company recommended to the Audit Committee of the
Company (the "Audit Committee") that the Company should (i) perform
a new valuation pursuant to Statement of Financial Accounting
Standards No. 141 of the assets acquired in connection with the
merger with JD Holdings and allocate the purchase price according
to such valuation; and (ii) account for the contingent
consideration payments as compensation expense, rather than as an
addition to goodwill. The Audit Committee discussed and agreed with
this recommendation. On March 18, 2009, the Audit Committee
concluded that, upon the advice of management, in consultation with
Ernst & Young LLP ("Ernst & Young"), that its previously
issued financial statements for each of the three quarters ended
February 28, 2008, May 31, 2008 and August 31, 2008, respectively,
will require restatement. The Audit Committee of our Board of
Directors has discussed the matters disclosed in this press release
with Ernst & Young.
Accordingly, the Company expects to amend and restate its
financial statements and other financial information for the
quarterly periods in 2008 in its Annual Report on Form 10-K for the
year ended November 30, 2008 ("Annual Report") in lieu of amending
the aforementioned Forms 10-Q to reflect the change in accounting.
The Company is currently working to complete the restatement of its
financial statements and other financial information and preparing
the appropriate filings with the Securities and Exchange Commission
("SEC"). As a result of this delay, the Company is no longer
compliant with its periodic reporting requirements with the SEC.
However, the Company is using its best efforts to prepare and make
the filing as soon as possible.
While the information herein describes all of the items for
which the Company and Ernst & Young have determined a
restatement is appropriate at this time, there can be no assurance
that further review of the Company's financial statements will not
identify additional items. In light of the pending restatement, the
Company's quarterly income statements for fiscal 2008 are expected
to be restated as follows:
2008 Quarter ended
-------------------------------------
(in thousands, except per share data)
As As Expected
Reported to be Restated
Feb 28 Adjustment Feb 28
-------- ----------- --------------
Net Sales $ 15,210 $ - $ 15,210
Cost Of Goods Sold 8,422 - 8,422
-------- ----------- --------------
Gross Profit 6,788 - 6,788
-------- ----------- --------------
Operating Expenses
Selling, General and
Administrative 5,604 522 6,126
Depreciation and Amortization 87 - 87
-------- ----------- --------------
Total Operating Expenses 5,691 522 6,213
-------- ----------- --------------
Income from Operations 1,097 (522) 575
-------- ----------- --------------
Interest Expense (192) - (192)
Income Taxes (62) - (62)
-------- ----------- --------------
Net Income $ 843 (522) $ 321
======== =========== ==============
EPS - Basic $ 0.01 $ 0.01
EPS - Diluted $ 0.01 $ 0.01
As As Expected
Reported to be Restated
May 31 Adjustment May 31
-------- ----------- --------------
Net Sales $ 17,955 $ - $ 17,955
Cost Of Goods Sold 9,517 - 9,517
-------- ----------- --------------
Gross Profit 8,438 - 8,438
-------- ----------- --------------
Operating Expenses
Selling, General and
Administrative 5,968 404 6,372
Depreciation and Amortization 87 - 87
-------- ----------- --------------
Total Operating Expenses 6,055 404 6,459
-------- ----------- --------------
Income from Operations 2,383 (404) 1,979
-------- ----------- --------------
Interest Expense (167) - (167)
Income Taxes (201) - (201)
-------- ----------- --------------
Net Income $ 2,015 (404) $ 1,611
======== =========== ==============
EPS - Basic $ 0.03 $ 0.03
EPS - Diluted $ 0.03 $ 0.03
As As Expected
Reported to be Restated
Aug 31 Adjustment Aug 31
-------- ----------- --------------
Net Sales $ 18,248 $ - $ 18,248
Cost Of Goods Sold 9,303 - 9,303
-------- ----------- --------------
Gross Profit 8,945 - 8,945
-------- ----------- --------------
Operating Expenses
Selling, General and
Administrative 6,134 410 6,544
Depreciation and Amortization 70 - 70
-------- ----------- --------------
Total Operating Expenses 6,204 410 6,614
-------- ----------- --------------
Income from Operations 2,741 (410) 2,331
-------- ----------- --------------
Interest Expense (133) - (133)
Income Taxes (368) - (368)
-------- ----------- --------------
Net Income $ 2,240 (410) $ 1,830
======== =========== ==============
EPS - Basic $ 0.04 $ 0.03
EPS - Diluted $ 0.04 $ 0.03
In connection with its delayed Annual Report, on March 19, 2009,
the Company received a Nasdaq Staff Determination letter stating
that the Company is not in compliance with its filing requirements
for continued listing as set forth in Nasdaq Marketplace Rule
4310(c)(14) due to the Company's failure to timely file its Annual
Report. The Company has until May 18, 2009 to provide Nasdaq with a
plan to regain compliance and if accepted, until September 14, 2009
to regain compliance. The Company expects to be able to regain
compliance in the allotted time frame for continued listing on
Nasdaq, but there can be no assurance that it can do so or any
additional time periods for compliance will be granted by
Nasdaq.
About Joe's Jeans Inc.
Joe's Jeans Inc. designs, produces and sells apparel and
apparel-related products to the retail and premium markets under
the Joe's� brand and related trademarks. More information is
available at the company website at www.joesjeans.com.
This release contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended. Statements in this press
release that relate to future results and events (including
statements about expected materiality or significance and the
quantitative effects of the restatement) are forward-looking
statements based on the Company's current expectations. Actual
results, as well as the Company's expectations regarding
materiality or significance, the restatement's quantitative
effects, the effectiveness of disclosure controls and procedures,
and deficiencies in internal control over financial reporting, may
differ materially from those in the forward-looking statements
because of a number of risks and uncertainties, including: the risk
that additional information may arise during the completion of the
work on the restatement, our independent auditor's review of the
restatement and its audit work, or the Audit Committee's final
review of the restated financial statements, or as a result of
other subsequent events; our ability to successfully remediate any
internal control deficiencies; our ability to meet NASDAQ
requirements for continued listing as a result of our past due
periodic report filings; evaluation of the need for any non-cash
charges; the risk that the Company will be unsuccessful in gauging
fashion trends and changing customer preferences; the risk that
changes in general economic conditions, consumer confidence, or
consumer spending patterns will have a negative impact on the
Company's financial performance or strategies; the highly
competitive nature of the Company's business in the United States
and internationally and its dependence on consumer spending
patterns, which are influenced by numerous other factors; the
Company's ability to respond to the business environment and
fashion trends; continued acceptance of the Joe's� brand in the
marketplace; successful implementation of any growth or strategic
plans; effective inventory management; the Company's ability to
continue to have access on favorable terms to sufficient sources of
liquidity necessary to fund ongoing cash requirements of its
operations, which access may be adversely impacted by a number of
factors, including the reduced availability of credit generally and
the substantial tightening of the credit markets, including lending
by financial institutions, who are sources of credit for the
Company, the recent increase in the cost of capital, the level of
the Company's cash flows, which will be impacted by the level of
consumer spending and retailer and consumer acceptance of its
products; the ability to generate positive cash flow from
operations; competitive factors, including the possibility of major
customers sourcing product overseas in competition with our
products; the risk that acts or omissions by the company's third
party vendors could have a negative impact on the company's
reputation; a possible oversupply of denim in the marketplace; and
other risks. The Company discusses certain of these factors more
fully in its additional filings with the SEC, including its last
annual report on Form 10-K filed with the SEC, and this release
should be read in conjunction with that annual report on Form 10-K,
together with all of the Company's other filings, including current
reports on Form 8-K, made with the SEC through the date of this
release. The Company urges you to consider all of these risks,
uncertainties and other factors carefully in evaluating the
forward-looking statements contained in this release.
Any forward-looking statement is based on information current as
of the date of this document and speaks only as of the date on
which such statement is made, and the Company undertakes no
obligation to update these statements to reflect events or
circumstances after the date on which such statement is made.
Readers are cautioned not to place undue reliance on
forward-looking statements.
Contact: Joe's Jeans Inc. Hamish Sandhu 323-837-3700 x 304
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