Centric Brands (CTRC) 10-Q 9 Apr 15 2015 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Feb. 28, 2015	Apr. 09, 2015
Document and Entity Information
Entity Registrant Name	JOE'S JEANS INC.
Entity Central Index Key	844143
Document Type	10-Q
Document Period End Date	28-Feb-15
Amendment Flag	FALSE
Current Fiscal Year End Date	-19
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		69,833,890
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Feb. 28, 2015	Nov. 30, 2014
In Thousands, unless otherwise specified
Current assets
Cash and cash equivalents	$1,080	$1,054
Accounts receivable, net	1,596	2,588
Factored accounts receivable, net	20,870	30,421
Inventories, net	58,124	61,319
Deferred income taxes, net	1,509	6,065
Prepaid expenses and other current assets	1,697	1,672
Total current assets	84,876	103,119
Property and equipment, net	4,870	5,040
Goodwill	12,230	12,230
Intangible assets	80,190	80,773
Deferred financing costs	1,506	1,611
Other assets	1,135	1,176
Total assets	184,807	203,949
Current liabilities
Accounts payable and accrued expenses	22,070	23,331
Bay-out payable	3,277	3,277
Short term borrowings	23,772	31,338
Short term debt	59,063	59,003
Total current liabilities	108,182	116,949
Convertible notes	25,409	24,733
Deferred income taxes, net	27,690	17,765
Deferred rent	2,933	2,862
Other liabilities	643	643
Total liabilities	164,857	162,952
Commitments and contingencies
Stockholders' equity
Common stock, $0.10 par value: 100,000 shares authorized, 70,668 shares issued and 69,834 outstanding (2015) and 69,822 shares issued and 69,298 outstanding (2014)	7,069	6,984
Additional paid-in capital	111,590	111,010
Accumulated deficit	-95,274	-73,679
Treasury stock, 834 shares (2015) and 524 shares (2014)	-3,435	-3,318
Total stockholders' equity	19,950	40,997
Total liabilities and stockholders' equity	$184,807	$203,949

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Feb. 28, 2015	Nov. 30, 2014
In Thousands, except Per Share data, unless otherwise specified
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value (in dollars per share)	$0.10	$0.10
Common stock, shares authorized	100,000	100,000
Common stock, shares issued	70,668	69,822
Common stock, shares outstanding	69,834	69,298
Treasury stock, shares	834	524

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS (USD $)	3 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Feb. 28, 2015	Feb. 28, 2014
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
Net sales	$43,017	$47,344
Cost of goods sold	24,918	25,859
Gross profit	18,099	21,485
Operating expenses:
Selling, general and administrative	20,321	18,952
Depreciation and amortization	1,012	1,227
Total operating expenses	21,333	20,179
Operating income (loss)	-3,234	1,306
Interest expense	3,884	3,321
Other expenses		2,550
Loss before provision for taxes	-7,118	-4,565
Income tax expense (benefit )	14,477	-2,387
Net loss and comprehensive loss	($21,595)	($2,178)
Loss per common share - basic (in dollars per share)	($0.31)	($0.03)
Loss per common share - diluted (in dollars per share)	($0.31)	($0.03)
Weighted average shares outstanding
Basic (in shares)	68,919	67,938
Diluted (in shares)	68,919	67,938

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Feb. 28, 2015	Feb. 28, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by operating activities	$8,019	$2,409
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	-259	-135
Net cash used in investing activities	-259	-135
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of line of credit	-7,566	-2,267
Repayment of term loan		-15
Stock repurchase	-117	-227
Payment of taxes on restricted stock units	-51	-201
Net cash used in financing activities	-7,734	-2,710
NET CHANGE IN CASH AND CASH EQUIVALENTS	26	-436
CASH AND CASH EQUIVALENTS, at beginning of period	1,054	1,054
CASH AND CASH EQUIVALENTS, at end of period	$1,080	$349

CONDENSED_CONSOLIDATED_STATEME2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Treasury Stock	Total
In Thousands, unless otherwise specified
Balance at Nov. 30, 2013	$6,890	$107,933	($45,963)	($3,091)	$65,769
Balance (in shares) at Nov. 30, 2013	68,878
Increase (Decrease) in Stockholders' Equity
Net loss and comprehensive loss			-2,178		-2,178
Stock repurchase				-227	-227
Stock-based compensation, net of withholding taxes		34			34
Issuance of restricted stock	58	-58
Issuance of restricted stock (in shares)	582
Balance at Feb. 28, 2014	6,948	107,909	-48,141	-3,318	63,398
Balance (in shares) at Feb. 28, 2014	69,460
Balance at Nov. 30, 2014	6,984	111,010	-73,679	-3,318	40,997
Balance (in shares) at Nov. 30, 2014	69,822				69,822
Increase (Decrease) in Stockholders' Equity
Net loss and comprehensive loss			-21,595		-21,595
Stock repurchase				-117	-117
Stock-based compensation, net of withholding taxes					665
Issuance of restricted stock	85	-85
Issuance of restricted stock (in shares)	846
Stock Issued During Period Value Restricted Common Stock Award Net Of Forfeitures		665
Balance at Feb. 28, 2015	$7,069	$111,590	($95,274)	($3,435)	$19,950
Balance (in shares) at Feb. 28, 2015	70,668				70,668

BASIS_OF_PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
	Feb. 28, 2015
BASIS OF PRESENTATION
BASIS OF PRESENTATION
	NOTE 1 - BASIS OF PRESENTATION
	Our principal business activity involves the design, development and worldwide marketing of apparel products, which include denim jeans, related casual wear and accessories that bear the brand Joe’s® and Hudson®. Our primary current operating subsidiaries are Joe’s Jeans Subsidiary, Inc., or Joe’s Jeans Subsidiary and Hudson Clothing, LLC, or Hudson. In addition, we have other subsidiaries, including Joe’s Jeans Retail Subsidiary, Inc., Innovo West Sales, Inc., Hudson Clothing Holdings, Inc. and HC Acquisition Holding, Inc. All significant inter-company transactions have been eliminated. We completed the acquisition of Hudson on September 30, 2013 and the information presented includes the results of operations of Hudson from the date of acquisition.
	Our reportable business segments are Wholesale and Retail. We manage, evaluate and aggregate our operating segments for segment reporting purposes primarily on the basis of business activity and operation. Our Wholesale segment is comprised of sales of Joe’s® and Hudson® products to retailers, specialty stores and international distributors, includes revenue from licensing agreements and records expenses from sales, trade shows, distribution, product samples and customer service departments. Our Retail segment is comprised of sales to consumers through full price retail stores, outlet stores and through our online retail sites at www.joesjeans.com and www.hudsonjeans.com. We opened our first full price retail store in October 2008 in Chicago, Illinois and we currently operate 13 full price retail stores and 20 outlet stores in outlet centers, malls and street locations around the country for our Joe’s® brand. Our Corporate and other is comprised of expenses from corporate operations, which include the executive, finance, legal, human resources, design and production departments and general advertising expenses associated with our brands.
	Our unaudited condensed consolidated financial statements, which include the accounts of our wholly-owned subsidiaries, for the three months ended February 28, 2015 and 2014 and the related footnote information have been prepared on a basis consistent with our audited consolidated financial statements as of November 30, 2014 contained in our Annual Report on Form 10-K for the fiscal year ended November 30, 2014, or the Annual Report.  Our fiscal year end is November 30. Each fiscal year, as presented, is 52 weeks.
	Going Concern
	Prior to the acquisition of Hudson in fiscal 2013, our primary sources of liquidity were: (i) cash from sales of products; (ii) sales from accounts receivable factoring facilities and advances against inventory; and (iii) utilizing existing cash balances. In fiscal 2013, we incurred substantial indebtedness to finance the acquisition of Hudson, including approximately $32,445,000 in the aggregate principal amount of convertible notes, a $60,000,000 term loan credit agreement, and a $50,000,000 revolving credit agreement.
	On November 6, 2014, we received an initial notice of default and event of default and demand for payment of default interest under the term loan credit facility for violating certain financial and maintenance covenants. As of February 28, 2015, we were not in compliance with the covenants under the term loan credit agreement. Under the term loan credit agreement, an event of default occurred because the minimum EBITDA for the twelve fiscal months ending (i) September 30, 2014 of $22,136,300 (ii) October 31, 2014 of $22,991,900 and (iii) November 30, 2014 of $23,417,800 have not been met. In addition, as of February 28, 2015, the (i) minimum fixed charge coverage ratio of 1.09x had not been met; (ii) the maximum leverage ratio of 3.21x had not been met; and (iii) the financial plan and forecast for 2015 had not been timely delivered. As a result of the events of default under the term loan credit agreement, this also triggered a default and an event of default under the terms of the revolving credit agreement. Both lenders have reserved their respective rights to exercise any and all remedies available to them under their respective agreements and have demanded payment of interest under those agreements at the default rate of interest. In addition, as a result of the events of default under the term loan credit agreement and the revolving credit agreement, we also became in default of our subordinated convertible notes issued to the former equity owners of Hudson. Under the terms of the revolving credit and term loan credit agreements, we are prohibited from making any payments under the subordinated convertible notes, but we are accruing interest on the convertible notes at the default rate. We are also prohibited from making earn-out payments to our creative director, Mr. Dahan under his buy-out agreement. On February 10, 2015, we received second notices of default and events of default for failure to comply with certain financial and other covenants and a demand for continued payment of default interest under the term loan credit agreement and revolving credit agreement from both Garrison Loan Agency Service LLC, or Garrison, and CIT Commercial Services, Inc., a unit of CIT Group, or CIT.
	In connection with the terms of the revolving and term loan credit agreements, certain restrictions were placed on our ability to incur indebtedness; create liens; consolidate, merge, liquidate or dissolve; sell, lease or otherwise transfer any assets; substantially change the nature of the business; make investments or acquisitions; pay dividends; enter into transactions with affiliates; amend material documents, prepay indebtedness and make capital expenditures. In addition, all of our assets, including trademarks, secured our obligations under the revolving and term loan credit agreements.
	Our failure to cure the defaults could result in an acceleration of the debt by either or both lenders, which would have a material adverse effect on our liquidity, financial condition and results of operations, and could cause us to become bankrupt or insolvent. Since all of our assets are subject to liquidation by the creditors, a liquidation could result in no assets being left for the stockholders after the creditors receive their required payment.
	While management is evaluating all options to cure the defaults, including refinancing, extending the indebtedness and exploring all other alternatives for other sources of capital for ongoing cash needs, including a sale of assets or the company, there can be no assurance that we will be able to secure a resolution or refinance or extend the indebtedness and, accordingly, our liquidity and ability to operate could be adversely affected. We have engaged Carl Marks Advisory Group to assist us as we explore all strategic and financing alternatives to resolve the defaults and events of default, including the engagement of a chief restructuring advisor to assist us with our day-to-day operational needs. We are currently in discussions with our creditors under both the term loan credit agreement and revolving credit agreement regarding a resolution to the defaults, and our ability to continue as a going concern is dependent upon us resolving the outstanding indebtedness.
	As of February 28, 2015, our cash balance was $1,080,000, our term loan had a balance of $59,063,000 and our cash availability with CIT was approximately $11,588,000. This amount with CIT fluctuates on a daily basis based upon invoicing and collection related activity by CIT on our behalf. As of February 28, 2015, our revolving credit facility had an outstanding balance of $23,772,000.
	As a result of the aforementioned defaults and events of default, Moss Adams LLP, our independent auditor, has expressed substantial doubt about our ability to continue as a going concern.  The accompanying consolidated financial statements for the year ended November 30, 2014 and three months ended February 28, 2015 were prepared under the assumption that we will continue to operate as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. As discussed in the previous paragraphs, we face various uncertainties that raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that may result from the outcome of these uncertainties.

ADOPTION_OF_ACCOUNTING_PRINCIP

ADOPTION OF ACCOUNTING PRINCIPLES	3 Months Ended
	Feb. 28, 2015
ADOPTION OF ACCOUNTING PRINCIPLES
ADOPTION OF ACCOUNTING PRINCIPLES
	NOTE 2 —ADOPTION OF ACCOUNTING PRINCIPLES
	In May 2014, the Financial Accounting Standards Board, or FASB, issued a comprehensive new revenue recognition standard which will supersede previous existing revenue recognition guidance. The standard creates a five-step model for revenue recognition that requires companies to exercise judgment when considering contract terms and relevant facts and circumstances. The five-step model includes (1) identifying the contract, (2) identifying the separate performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations and (5) recognizing revenue when each performance obligation has been satisfied. The standard also requires expanded disclosures surrounding revenue recognition. The standard is effective for fiscal periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective adoption. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.
	In August 2014, the FASB issued Accounting Standards Update No. 2014-15 to communicate amendments to FASB Accounting Standards Codification Subtopic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, or ASC amendments. The ASC amendments establish new requirements for management to evaluate a company’s ability to continue as a going concern and to provide certain related disclosures. The ASC amendments are effective for the annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted, but we have not yet adopted such guidance.

FACTORED_ACCOUNTS_AND_RECEIVAB

FACTORED ACCOUNTS AND RECEIVABLES	3 Months Ended
	Feb. 28, 2015
Factored Accounts and Receivables
FACTORED ACCOUNTS AND RECEIVABLES
	NOTE 3 — FACTORED ACCOUNTS AND RECEIVABLES
	Factored accounts and receivables consist of the following (in thousands):
		February 28, 2015			November 30, 2014
	Non-recourse receivables assigned to factor	$	23,452		$	30,811
	Client recourse receivables	4,269			7,878
	Total receivables assigned to factor	27,721			38,689
	Allowance for customer credits	(6,851		)	(8,268		)
	Factor accounts receivable, net of allowances	$	20,870		$	30,421
	Non-factored accounts receivable	$	3,092		$	4,264
	Allowance for customer credits	(791		)	(929		)
	Allowance for doubtful accounts	(705		)	(747		)
	Accounts receivable, net of allowance	$	1,596		$	2,588
	Of the total amount of receivables sold by us as of February 28, 2015 and November 30, 2014, we hold the risk of payment of $4,269,000 and $7,878,000, respectively, in the event of non-payment by the customers.
	CIT Commercial Services Amended and Restated Factoring Agreement
	On September 30, 2013, we entered into an amended and restated factoring agreement, or the Amended and Restated Factoring Agreement, with CIT, which replaced all prior agreements relating to factoring and inventory security. The Amended and Restated Factoring Agreement provides that we sell and assign to CIT certain of our accounts receivable, including accounts arising from or related to sales of inventory and the rendition of services. We will pay a factoring rate of 0.50 percent for accounts for which CIT bears the credit risk, subject to discretionary surcharges, and 0.35 percent for accounts for which we bear the credit risk, but in no event less than $3.50 per invoice. The Amended and Restated Factoring Agreement may be terminated by CIT upon 60 days’ written notice or immediately upon the occurrence of an event of default as defined in the agreement. The accounts receivable agreement may be terminated by us upon 60 days’ written notice prior to September 30, 2018 or annually with 60 days’ written notice prior to September 30th of each year thereafter. The Amended and Restated Factoring Agreement remains effective until it is terminated.
	In November 2014, we received an initial notice of default and event of default and demand for payment of default interest from Garrison, as term loan agent, under the term loan facility entered into on September 30, 2013. As a result of the event of default under the term loan facility, this also triggered a default and an event of default under the terms of the revolving credit facility with CIT entered into on September 30, 2013. As a result of such default and event of default, both of CIT and Garrison have reserved their respective rights to exercise any and all remedies available to them under their respective agreements and have demanded payment of interest under those agreements at the default rate of interest. On February 10, 2015, we received additional notices of default and events of default for failure to comply with certain financial and other covenants and a demand for continued payment of default interest from both Garrison and CIT.
	As of February 28, 2015, our cash balance was $1,080,000 and our borrowing base cash availability with CIT was approximately $11,588,000.  This amount with CIT fluctuates on a daily basis based upon invoicing and collection related activity by CIT for the receivables sold.  See also “Note 13 — Debt” for a further discussion of our debt arrangements with CIT and other lenders.

INVENTORIES_NET

INVENTORIES, NET	3 Months Ended
	Feb. 28, 2015
INVENTORIES, NET
INVENTORIES, NET	NOTE 4 — INVENTORIES, NET
	Inventories are valued at the lower of cost or market with cost determined by the first-in, first-out method.  Inventories consisted of the following (in thousands):
		February 28, 2015			November 30, 2014
	Finished goods	$	37,986		$	40,064
	Finished goods consigned to others	1,131			1,089
	Work in progress	4,079			4,424
	Raw materials	18,557			19,408
		61,753			64,985
	Less allowance for obsolescence and slow moving items	(3,629		)	(3,666		)
		$	58,124		$	61,319

LONGLIVED_AND_INTANGIBLE_AND_G

LONG-LIVED AND INTANGIBLE AND GOODWILL	3 Months Ended
	Feb. 28, 2015
LONG-LIVED AND INTANGIBLE ASSETS AND GOODWILL
LONG-LIVED AND INTANGIBLE ASSETS AND GOODWILL
	NOTE 5 — LONG-LIVED AND INTANGIBLE ASSETS AND GOODWILL
	Valuation of Long-lived and Intangible Assets and Goodwill
	We assess the impairment of identifiable intangibles, long-lived assets and goodwill annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important that could trigger an impairment review other than on an annual basis include the following:
		·	A significant underperformance relative to expected historical or projected future operating results;
		·	A significant change in the manner of the use of the acquired asset or the strategy for the overall business; or
		·	A significant negative industry or economic trend.
	When we determine that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the aforementioned factors and the carrying value exceeds the estimated undiscounted cash flows expected to be generated by the asset, impairment is measured based on a projected discounted cash flow method using a discount rate determined by management. These cash flows are calculated by netting future estimated sales against associated merchandise costs and other related expenses such as payroll, occupancy and marketing. An asset is considered to be impaired if we determine that the carrying value may not be recoverable based upon our assessment of the asset’s ability to continue to generate income from operations and positive cash flow in future periods or if significant changes our strategic business objectives and utilization of the assets occurred. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the estimated fair value, which is determined based on discounted future cash flows. The impairment loss calculations require management to apply judgment in estimating future cash flows and the discount rates that reflect the risk inherent in future cash flows. Future expected cash flows for store assets are based on management’s estimates of future cash flows over the remaining lease period or expected life, if shorter. We consider historical trends, expected future business trends and other factors when estimating each store’s future cash flow. We also consider factors such as: the local environment for each store location, including mall traffic and competition; our ability to successfully implement strategic initiatives; and the ability to control variable costs such as cost of sales and payroll, and in some cases, renegotiate lease costs.
	In the third and fourth quarter of fiscal 2014, we recorded store impairment charge of $840,000 related to six of our retail stores. Based on the operating performance of these stores, we believed that we could not recover the carrying value of property and equipment located at these stores.
	Business acquisitions are accounted for under the purchase method by assigning the purchase price to tangible and intangible assets acquired and liabilities assumed. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts assigned is recorded as goodwill. Purchased intangible assets with finite lives are amortized over their estimated useful lives. Goodwill and intangible assets with indefinite lives are not amortized but are tested at least annually for impairment or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
	In fiscal 2007, we acquired through merger JD Holdings, which included all of the goodwill and intangible assets goodwill related to the Joe’s®, Joe’s Jeans™ and JD® logo and marks. On September 30, 2013, we acquired Hudson, which included all of the goodwill and intangible assets related to the Hudson® logos and marks. We have assigned an indefinite life to the remaining intangible assets relating to the trademarks acquired, and therefore, no amortization expenses are expected to be recognized. However, we will test the assets for impairment annually in accordance with our critical accounting policies.
	We evaluate goodwill for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable using a two-step process. The first step is to determine the fair value of each reporting unit and compare this value to its carrying value. If the fair value exceeds the carrying value, no further work is required and no impairment loss would be recognized. The second step is performed if the carrying value exceeds the fair value of the assets. The implied fair value of the reporting unit’s goodwill must be determined and compared to the carrying value of the goodwill.
	We review our other indefinite-lived intangible assets for impairment on an annual basis, or when circumstances indicate their carrying value may not be recoverable. We calculate the value of the indefinite-lived intangible assets using a discounted cash flow method, based on the relief from royalty concept.
	Our annual impairment testing date is September 30 of each year. Based on our under-performance in the fourth quarter of fiscal 2014, we determined that it was appropriate to perform an impairment testing as of November 30, 2014. Based on our testing we determined that the goodwill allocated to our Hudson wholesale reporting unit was impaired by $23,585,000, and there was no impairment of our other indefinite-lived intangible assets.  As of February 28, 2015, we also determined that a triggering event had occurred due to the decline in our market capitalization and tested our goodwill and other indefinite-lived assets for impairment and determined that there was no impairment.

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Feb. 28, 2015
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6 — RELATED PARTY TRANSACTIONS
	Joe Dahan
	Since the acquisition of the Joe’s® brand as a result of a merger in October 2007 through February 18, 2013, Mr. Dahan was entitled to a certain percentage of our gross profit in any applicable fiscal year until October 2017.  At the time of the acquisition, pursuant to ASC 805 — Business Combinations, we assessed this original contingent consideration arrangement as compensatory and expensed such amounts over the term of the earn out period at the defined percentage amounts.
	On February 18, 2013, we entered into a new agreement with Mr. Dahan that fixed the overall amount to be paid by us for the remaining months of year six through year 10 in the original merger agreement at $9,168,000 through weekly installment payments beginning on February 22, 2013 until November 27, 2015. In the first quarter of fiscal 2013, we recorded a charge of $8,732,000 as contingent consideration buy-out expense in connection with this agreement. This amount represented the net present value of the total fixed amount that Mr. Dahan would receive. The entire amount was expensed during the first quarter of fiscal 2013 as the amount payable represented a present obligation due to Mr. Dahan. On September 30, 2013, in connection with entry into new credit facilities relating to the acquisition of Hudson, Mr. Dahan, CIT, Garrison and all of our loan parties entered into an earn out subordination agreement, which provides, among other things, that any payment, whether in cash, in kind, securities or any other property, in connection with the our obligations to Mr. Dahan is expressly junior and subordinated in right of payment to all amounts due and owing upon any indebtedness outstanding under the revolving credit facility and the term loan facility. We are permitted to make certain amounts of weekly installment payments of our obligations in the absence of an insolvency proceeding or any event of default under the revolving credit agreement or the term loan credit agreement. As a result of our default under the revolving credit agreement or the term loan credit agreement, we are currently prohibited from making any payments to Mr. Dahan.
	See “Note 10 — Commitments and Contingencies - Contingent Consideration Payments, Buy Out Agreement and Earnout Subordination Agreement” for a further discussion on these agreements with Mr. Dahan.
	Ambre Dahan
	In January 2013, we entered in to a consulting arrangement with Ambre Dahan, the spouse of Mr. Dahan, for design director services that paid her $175,000 per annum on a bi-weekly basis. For the three months ended February 28, 2015 and 2014, we paid Ms. Dahan $0 and $47,000, respectively, under this arrangement. This arrangement was terminated effective as of November 17, 2014.
	Albert Dahan
	In October 2011, we entered into an agreement with Ever Blue LLC, or Ever Blue, an entity for which Albert Dahan is the sole member, for the sale of children’s products.  Ever Blue has an exclusive right to produce, distribute and sell children’s products bearing the Joe’s® brand on a worldwide basis, subject to certain limitations on the channels of distribution.  In exchange for the license, Ever Blue pays to us a royalty on net sales with certain guaranteed minimum sales for each term.  In connection with this agreement, we provided initial funding to Ever Blue for inventory purchases, which such amount has been repaid in full.  For the three months ended February 28, 2015 and 2014, we recognized $13,000 and $248,000, respectively, in royalty income under the license agreement.
	Peter Kim
	We have entered into several agreements, including a stock purchase agreement, a convertible note, a registration rights agreement, an employment agreement and a non-competition agreement with Peter Kim, Chief Executive Officer of our Hudson subsidiary, in connection with the acquisition of Hudson.  See “Note 12 — Acquisition of Hudson” and “Note 13 — Debt” for a further discussion of those agreements.
	Employment Agreements with Officers and Directors
	We have entered into employment agreements with Marc Crossman, our former President and Chief Executive Officer, Joe Dahan, our Creative Director and Peter Kim, our Chief Executive Office of our Hudson subsidiary. Mr. Dahan is also a member of our Board of Directors.
	Marc Crossman
	On May 30, 2008, we entered into an employment agreement with Mr. Crossman to serve as our President and Chief Executive Officer. The employment agreement was effective as of December 1, 2007, the commencement of our 2008 fiscal year, had an initial term of two years and automatically renewed for additional two year periods on December 1, 2009, December 1, 2011 and December 1, 2013, respectively. The employment agreement continues to automatically renew for additional two year periods if neither we nor Mr. Crossman provides 180 days’ advanced notice of non-renewal prior to the end of the term or upon the occurrence of a change in control. Under the employment agreement, Mr. Crossman is entitled to an annual salary of $429,300, an annual discretionary bonus targeted at 50 percent of his base salary based upon the achievement of financial and other performance criteria that the Compensation and Stock Option Committee of the Board of Directors, or Compensation Committee, may deem appropriate in its sole and absolute discretion, an annual grant of equity compensation pursuant to our stock incentive plans, life and disability insurance policies paid on his behalf and other discretionary benefits that the Compensation Committee may deem appropriate in its sole and absolute discretion. The employment agreement provides for severance payment of up to two years if terminated under certain circumstances.
	On January 19, 2015, our Board of Directors accepted the resignation of Mr. Crossman. The Board and Mr. Crossman also agreed that Mr. Crossman would become a consultant for a period of twelve (12) months pursuant to a consulting agreement. In exchange for a release of all claims related to Mr. Crossman’s employment and the provision of consulting services by Mr. Crossman, we have agreed to pay Mr. Crossman the following: (i) payment of $35,775 per month for a period of twelve (12) months; (ii) acceleration of the unvested equity awards previously granted to Mr. Crossman; (iii) granted him restricted common stock in the amount of 600,000 shares that vest 1/12th on a monthly basis over the twelve (12) month period; and (iv) agreed to reimburse him for health and dental COBRA payments for a period of twelve (12) months or until he is eligible for coverage under a successor employer’s group health plan.
	Joe Dahan
	On October 25, 2007, we entered into an employment agreement for Mr. Dahan to serve as Creative Director for the Joe’s brand. The initial term of employment was for five years, or until October 25, 2012, and then automatically renewed for successive one year periods unless terminated earlier in accordance with the agreement. Under the employment agreement, Mr. Dahan is entitled to an annual salary of $300,000 and other discretionary benefits that the Compensation Committee may deem appropriate in its sole and absolute discretion. The employment agreement provides for severance payment of up to one year if terminated under certain circumstances.
	Peter Kim
	On September 30, 2013, we entered into an employment agreement with Mr. Kim to serve as Chief Executive Officer of our Hudson subsidiary for a term of three years. Under the employment agreement, Mr. Kim is entitled to a base salary of $500,000 per year and is also eligible to receive an annual discretionary bonus targeted at 50 percent of his base salary, based on the satisfaction of criteria and performance standards as established in advance and agreed to by Mr. Kim and the Compensation Committee. Mr. Kim is also entitled to other discretionary benefits that the Compensation Committee may deem appropriate in its sole and absolute discretion. The employment agreement provides for severance payment of up to one year if terminated under certain circumstances.

EARNINGS_PER_SHARE

EARNINGS PER SHARE	3 Months Ended
	Feb. 28, 2015
EARNINGS PER SHARE
EARNINGS PER SHARE
	NOTE 7 — EARNINGS PER SHARE
	Earnings per share are computed using weighted average common shares and dilutive common equivalent shares outstanding.  Potentially dilutive shares consist of outstanding options, shares issuable upon the assumed conversion of convertible notes, restricted stock and unvested restricted stock units, or RSUs.  A reconciliation of the numerator and denominator of basic earnings per share and diluted earnings per share is as follows:
		Three months ended
		(in thousands, except per share data)
		February 28, 2015			February 28, 2014
	Basic loss per share computation:
	Numerator:
	Net loss and comprehensive loss	$	(21,595	)	$	(2,178	)
	Denominator:
	Weighted average common shares outstanding	68,919			67,938
	Loss per common share - basic
	Net loss and comprehensive loss	$	(0.31	)	$	(0.03	)
	Diluted loss per share computation:
	Numerator:
	Net loss and comprehensive loss	$	(21,595	)	$	(2,178	)
	Denominator:
	Weighted average common shares outstanding	68,919			67,938
	Effect of dilutive securities:
	Restricted shares, RSU’s, convertible securities and options	—			—
	Dilutive potential common shares	68,919			67,938
	Loss per common share - dilutive
	Net loss and comprehensive loss	$	(0.31	)	$	(0.03	)
	For the three months ended February 28, 2015, and 2014, currently exercisable options, convertible notes, unvested restricted shares and unvested RSUs in the aggregate of 20,518,875 and 21,340,377, respectively, have been excluded from the calculation of the diluted loss per share as their effect would have been anti-dilutive.
	Shares Reserved for Future Issuance
	As of February 28, 2015, shares reserved for future issuance include (i) 563,000 shares of common stock issuable upon the exercise of stock options granted under the incentive plans; (ii) 667,169 shares of common stock issuable upon the vesting of RSUs; (iii) an aggregate of 2,570,771 shares of common stock available for future issuance under the Amended and Restated 2004 Stock Incentive Plan; and (iv) 18,845,296 shares of common stock issuable pursuant to the convertible notes.

INCOME_TAXES

INCOME TAXES	3 Months Ended
	Feb. 28, 2015
INCOME TAXES
INCOME TAXES
	NOTE 8 — INCOME TAXES
	We utilize the liability method of accounting for income taxes in accordance with FASB Accounting Standards Codification, or ASC, 740.  Under the liability method, deferred taxes are determined based on the temporary differences between the financial statements and tax bases of assets and liabilities using enacted tax rates.  For interim periods, the income tax provision is calculated using an estimated annual effective tax rate based upon projected annual income, permanent items, discrete items and statutory rates in states in which we operate.
	A valuation allowance is required when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Quarterly, management reassesses the need for a valuation allowance.  Realization of deferred income tax assets is dependent upon taxable income in prior carryback years, estimates of future taxable income, tax planning strategies and reversals of existing taxable temporary differences.  In determining the need for a valuation allowance, we reviewed all available evidence pursuant to the requirements of FASB ASC 740. Pursuant to ASC 740, we excluded the deferred income tax liabilities associated with identified indefinite long lived intangible assets as a source of income. For the first quarter of fiscal 2015, based upon our assessment of all available evidence, we have concluded that it is more likely than not that the net deferred tax assets, as of November 30, 2014, with the exception of certain deferred taxes associated with separate filing states for Hudson, will not be realized. For the first quarter of fiscal 2015, the valuation allowance associated with deferred taxes as of November 30, 2014, increased by $14,481,000.  Based on our prior assessment for fiscal 2014, 2013, and 2012, we had determined that the deferred tax assets were more likely than not to be realized with the exception of a valuation allowance of $640,000, $342,000 and $0, respectively, that was recorded against a state net operating loss deferred tax asset. We considered all available evidence, both positive and negative, in our assessment of the valuation allowance needed as of February 28, 2015. Due to a review of operating performance for the quarter and a change in business strategy, which included the disposal of certain assets that have a fair value in excess of tax basis, we increased our valuation allowance by $14,481,000 as of February 28, 2015. In calculating the amount of deferred tax assets subject to a valuation allowance, we have excluded the deferred tax liabilities associated with our trademarks from that amount.  These intangible assets have an indefinite life and therefore, we cannot expect that the associated deferred tax liabilities will reverse over the same periods as our other net deferred tax assets.
	We are subject to U.S. federal income tax as well as income tax in multiple state jurisdictions.  To the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses were generated and carried forward, and make adjustments up to the amount of the net operating loss carryforward amount.  We are no longer subject to U.S. federal and state income tax examinations by tax authorities for years prior to 2011 and 2010, respectively.  We are currently not undergoing any examinations.
	We had net operating loss carryforwards of $25,067,000 at the end of fiscal 2014 for federal tax purposes that will expire from fiscal 2019 through 2034.  We also had $19,874,000 of net operating loss carryforwards available for California, which begin to expire from fiscal 2015 through fiscal 2034.
	Certain limitations may be placed on net operating loss carryforwards as a result of “changes in control” as defined in Section 382 of the Internal Revenue Code.  In the event a change in control occurs, it will have the effect of limiting the annual usage of the carryforwards in future years.  Additional changes in control in future periods could result in further limitations of our ability to offset taxable income.  Management believes that certain changes in control have occurred which resulted in limitations on our net operating loss carryforwards.

STOCKHOLDERS_EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Feb. 28, 2015
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
	NOTE 9 — STOCKHOLDERS’ EQUITY
	Stock Incentive Plans
	On June 3, 2004, we adopted the 2004 Stock Incentive Plan, or the 2004 Incentive Plan, and in October 2011, we adopted an Amended and Restated 2004 Stock Incentive Plan, or the Restated Plan, to update it with respect to certain provisions and changes in the tax code since its original adoption.   Under the Restated Plan, the number of shares authorized for issuance is 6,825,000 shares of common stock.  After the adoption of the Restated Plan in October 2011, we no longer grant awards pursuant to the 2004 Incentive Plan; however, it remains in effect for awards outstanding as of the adoption of the Restated Plan.  Under the Restated Plan, grants may be made to employees, officers, directors and consultants under a variety of awards based upon underlying equity, including, but not limited to, stock options, restricted common stock, restricted stock units or performance shares.  The Restated Plan limits the number of shares that can be awarded to any employee in one year to 1,250,000.  The exercise price for incentive options may not be less than the fair market value of our common stock on the date of grant and the exercise period may not exceed ten years.  Vesting periods, terms and types of awards are determined by the Board of Directors and/or our Compensation Committee.  The Restated Plan includes a provision for the acceleration of vesting of all awards upon a change of control as well as a provision that allows forfeited or unexercised awards that have expired to be available again for future issuance. Since fiscal 2008, we have issued both restricted common stock and RSUs to our officers, directors and employees pursuant to our various plans.  The RSUs represent the right to receive one share of common stock for each unit on the vesting date provided that the employee continues to be employed by us.   On the vesting date of the RSUs, we expect to issue the shares of common stock to each participant upon vesting and expect to withhold an equivalent number of shares at fair market value on the vesting date to fulfill tax withholding obligations.  Any RSUs withheld or forfeited will be shares available for issuance in accordance with the terms of the Restated Plan.
	The shares of common stock issued upon exercise of a previously granted stock option or a grant of RSUs are considered new issuances from shares reserved for issuance in connection with the adoption of the various plans.  We require that the option holder provide a written notice of exercise in accordance with the option agreement and plan to the stock plan administrator and full payment for the shares be made prior to issuance.  All issuances are made under the terms and conditions set forth in the applicable plan.  As of February 28, 2015, 2,570,771 shares remained available for issuance under the Restated Plan.
	For all stock compensation awards that contain graded vesting with time-based service conditions, we have elected to apply a straight-line recognition method to account for all of these awards.  For existing grants that were not fully vested at November 30, 2014, there was a total of $716,000 and $235,000 of stock based compensation expense recognized during the three months ended February 28, 2015 and 2014, respectively.
	The following summarizes option grants, restricted common stock and RSUs issued to members of the Board of Directors for the fiscal years 2002 through the first quarter of fiscal 2015 (in actual amounts) for service as a member:
			February 28, 2015
	Granted as of:		Number of options		Exercise price
	2002		40,000		$	1.00
	2002		31,496		$	1.27
	2003		30,768		$	1.30
	2004		320,000		$	1.58
	2005		300,000		$	5.91
	2006		450,000		$	1.02
			Number of restricted
			shares issued
	2007		320,000
	2008		473,455
	2009		371,436
	2010		131,828
	2011		—
	2012		617,449
	2013		—
	2014		219,678
	2015		—
	Exercise prices for all options outstanding as of February 28, 2015 were as follows:
				Options Outstanding and Exercisable
	Exercise Price			Number of shares		Weighted-Average
						Remaining
						Contractual Life
	$	0.38		13,333		9.9
	$	1.02		100,000		1
	$	5.91		450,000		0.3
				563,333		0.6
	The following table summarizes stock option activity by plan for the three months ended February 28, 2015 and 2014 (in actual amounts):
			Total Number		2004 Incentive		Amended and Restated
			of Shares		Plan		2004 Stock Incentive Plan
	Outstanding at November 30, 2014		550,000		550,000		—
	Granted		40,000		—		40,000
	Exercised		—		—		—
	Forfeited / Expired		(26,667	)	—		(26,667	)
	Outstanding and exercisable at February 28, 2015		563,333		550,000		13,333
	Outstanding at November 30, 2013		775,000		775,000		—
	Granted		—		—		—
	Exercised		—		—		—
	Forfeited / Expired		—		—		—
	Outstanding and exercisable at February 28, 2014		775,000		775,000		—
	Stock option activity in the aggregate for the periods indicated are as follows (in actual amounts):
			Options		Weighted			Weighted average		Aggregate
					average			remaining contractual		Intrinsic
					exercise price			Life (Years)		Value
	Outstanding at November 30, 2014		550,000		$	5.03
	Granted		40,000		0.38
	Exercised		—		—
	Expired		—		—
	Forfeited		(26,667	)	0.38			—		—
	Outstanding and exercisable at February 28, 2015		563,333		$	4.91		0.6		$	—
	Weighted average per option fair value of options granted during the year				$	0.38
	Outstanding at November 30, 2013		775,000		$	4.03
	Granted		—		—
	Exercised		—		—
	Expired		—		—
	Forfeited		—		—			—		—
Outstanding and exercisable at February 28, 2014		775,000		$	4.03		1.1		$	39,000
Weighted average per option fair value of options granted during the year				N/A
As of February 28, 2015, there was $786,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the 2004 Incentive Plan and the Restated Plan.  That unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.6 years.
A summary of the status of restricted common stock and RSUs as of November 30, 2014 and November 30, 2013, and changes during the three months ended February 28, 2015 and 2014, are presented below (in actual amounts):
								Weighted-Average Grant-Date
								Fair Value
		Restricted		Restricted		Total Shares		Restricted			Restricted
		Shares		Stock Units				Shares			Stock Units
Outstanding at November 30, 2014		792,303		1,033,851		1,826,154		$	1.08		$	1
Granted		600,000		—		600,000		0.37			—
Issued		(842,303	)	(246,372	)	(1,088,675	)	1.04			1.09
Cancelled		—		(119,485	)	(119,485	)	—			0.97
Forfeited		—		(825	)	(825	)	—			0.7
Outstanding at February 28, 2015		550,000		667,169		1,217,169		$	0.37		$	0.98
Outstanding at November 30, 2013		954,798		1,661,330		2,616,128		$	0.9		$	0.93
Granted		288,121		362,242		650,363		1.49			1.49
Issued		(450,616	)	(293,480	)	(744,096	)	0.95			0.98
Cancelled		—		(184,766	)	(184,766	)	—			0.98
Forfeited		—		—		—		—			—
Outstanding at February 28, 2014		792,303		1,545,326		2,337,629		$	1.08		$	1.04
In the three months ended February 28, 2015, we did not grant any shares of RSUs and granted 40,000 options to purchase shares of our common stock and 600,000 shares of restricted stock.  In the three months ended February 28, 2015, we (i) issued 1,088,675 shares of restricted stock and common stock to holders of RSUs, respectively, in connection with the granting of restricted stock or vesting of RSUs, (ii) withheld, canceled or forfeited 120,310 RSUs, and (iii) retired into treasury 309,842 shares of restricted stock.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Feb. 28, 2015
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
	NOTE 10 — COMMITMENTS AND CONTINGENCIES
	Contingent Consideration Payments, Buy-Out Agreement and Earnout Subordination Agreement
	As part of the consideration paid in connection with the merger with JD Holdings in October of 2007 and without regard to continued employment, until February 12, 2013, Mr. Dahan was entitled to a certain percentage of the gross profit earned by us in any applicable fiscal year until October 2017.  On February 18, 2013, we entered into an agreement with Mr. Dahan that provided certainty of payments to him by removing the contingencies related to the contingent consideration payments to be made to Mr. Dahan as an earn out under the original merger agreement.  This agreement fixed the overall amount to be paid by us for the remaining months of year six through year 10 in the original merger agreement.  The payments are now made over an accelerated time period until November 2015 instead of October 2017.  Under the agreement, beginning on February 22, 2013 until November 27, 2015, Mr. Dahan is entitled to receive the total aggregate fixed amount of $9,168,000 through weekly installment payments.  In the first quarter of fiscal 2013, we recorded a charge of $8,732,000 as contingent consideration buy-out expense in connection with this agreement.  This amount represented the net present value of the total fixed amount that Mr. Dahan would receive.  The entire amount was expensed during the first quarter of fiscal 2013 as the amount payable represented a present obligation due to Mr. Dahan.  Mr. Dahan is not required to perform any services or remain employed to receive the fixed amount.  Mr. Dahan also agreed to an additional restrictive covenant relating to non-competition and non-solicitation until November 30, 2016 that added to the original restrictive covenant in the merger agreement.
	Operating Leases
	We lease retail store locations and our corporate offices and warehouse under operating lease agreements expiring on various dates through 2024 or 3 to 10 years from the rent commencement date.  Some of these leases require us to make periodic payments for property taxes, utilities and common area operating expenses.  Certain retail store leases provide for rents based upon the minimum annual rental amount and a percentage of annual sales volume, generally ranging from 6 percent to 8 percent, when specific sales volumes are exceeded.  Some leases include lease incentives, rent abatements and fixed rent escalations, which are amortized and recorded over the initial lease term on a straight-line basis.
	As of February 28, 2015, the future minimum rental payments under non-cancelable operating leases with lease terms in excess of one year were as follows (in thousands):
	2015	Remainder of the year	$	5,955
	2016		7,815
	2017		7,796
	2018		7,624
	2019		5,685
	Thereafter		11,133
			$	46,008
	Convertible Notes, Promissory Tax Notes, Revolving Credit Facility and Term Loan Credit Facility
	See “Note 13 — Debt” for a further discussion on the commitments related to the acquisition of Hudson which included the issuance of the convertible notes, the tax notes, the revolving credit facility and the term loan credit facility.

SEGMENT_INFORMATION

SEGMENT INFORMATION	3 Months Ended
	Feb. 28, 2015
SEGMENT INFORMATION
SEGMENT INFORMATION
	NOTE 11 — SEGMENT INFORMATION
	The following table contains summarized financial information concerning our reportable segments:
		Three months ended
		(dollar values in thousands)
		February 28, 2015			February 28, 2014
	Net sales:
	Wholesale	$	35,461		$	39,615
	Retail	7,556			7,729
		$	43,017		$	47,344
	Gross profit:
	Wholesale	$	13,275		$	16,760
	Retail	4,824			4,725
		$	18,099		$	21,485
	Operating (loss) income:
	Wholesale	$	7,792		$	10,371
	Retail	(607		)	(988		)
	Corporate and other	(10,419		)	(8,077		)
		$	(3,234	)	$	1,306
	Capital expenditures:
	Wholesale	$	240		$	—
	Retail	—			27
	Corporate and other	19			108
		$	259		$	135
	Total assets:
	Wholesale	$	82,027		$	91,218
	Retail	10,058			10,891
	Corporate and other	92,722			118,906
		$	184,807		$	221,015

ACQUISITION_OF_HUDSON

ACQUISITION OF HUDSON	3 Months Ended
	Feb. 28, 2015
ACQUISITION OF HUDSON
ACQUISITION OF HUDSON
	NOTE 12 - ACQUISITION OF HUDSON
	On July 15, 2013, we announced the execution of a stock purchase agreement with Hudson, Fireman Capital CPF Hudson Co-Invest LP, or Fireman, Peter Kim, Paul Cardenas, Tony Chu, and certain option holders of Hudson named therein, pursuant to which we agreed to acquire all of the outstanding equity interests in Hudson. On September 30, 2013, we completed the acquisition of Hudson and purchased all of the outstanding equity interests for an aggregate purchase price of approximately $94,102,000, consisting of $65,416,000 in cash, approximately $27,451,000 in convertible notes, net of discount, and $1,235,000 in aggregate principal amount of promissory notes bearing no interest, that was paid on April 1, 2014, to certain former option holders of Hudson.
	In addition, in connection with the acquisition, we, along with all of our subsidiaries entered into: (i) a revolving credit agreement with CIT as administrative agent, collateral agent, documentation agent and syndication agent, CIT Finance LLC, as sole lead arranger and sole bookrunner, and the lenders party thereto, and (ii) a term loan credit agreement with Garrison, as administrative agent, collateral agent, lead arranger, documentation agent and syndication agent, and the lenders party thereto. In addition, we entered into an amended and restated factoring agreement with CIT that amends and restates our existing factoring agreement. See “Note 13 — Debt” for a description of our debt arrangements.
	The acquisition has been accounted for as a purchase under United States generally accepted accounting principles. Accordingly, we have, with the assistance from independent valuation specialists, allocated the purchase price to the assets and liabilities of Hudson in our financial statements as of the completion of the acquisition at their respective fair values as of September 30, 2013. During the measurement period of one year, we recognized additional liabilities of $2,003,000 based upon the information obtained from facts and circumstances that existed as of the acquisition date. Goodwill was increased by the same amount to reflect these adjustments.
	The assets acquired in this acquisition consisted of tangible and intangible assets acquired and liabilities assumed. The differences between the fair value of the consideration paid and the estimated fair value of the assets and liabilities has been recorded as goodwill. The significant factors that resulted in recognition of goodwill were: (a) the purchase price was based upon cash flow and return on capital projections assuming integrations with our company; and (b) the calculation of the fair value of tangible and intangible assets acquired that qualified for recognition. We have determined that the useful life of the acquired trade name asset is indefinite, and therefore, no amortization expense will initially need to be recognized. The useful life of the acquired customer relationships and design assets are finite and will be amortized over their useful lives. However, we will test the assets for impairment annually and/or if events or changes in circumstances indicate that the assets might be impaired. Additionally, a deferred tax liability has been established in the allocation of the purchase price with respect to the identified indefinite long lived intangible assets acquired.
	Under the purchase method of accounting, the total consideration as shown in the table below (in thousands) is allocated to the assets based on their estimated fair values as of the date of the completion of the acquisition. The consideration is allocated as follows:
	Assets and liabilities assumed:
	Cash and cash equivalents	$	198
	Accounts receivable	1,263
	Due from factor	13,806
	Inventories	22,230
	Prepaid expenses and other assets	2,183
	Property and equipment	726
	Other assets	239
	Accounts payable and accrued expenses	(9,566		)
	Other current liabilities	(3,132		)
	Due to factor	(7,411		)
	Deferred income taxes, net	(17,913		)
	Intangible assets acquired:
	Trade names	44,400
	Customer relationships	2,700
	Design	12,400
	Net assets acquired	62,123
	Goodwill created by the acquisition	31,979
	Total consideration transferred	$	94,102
	Total Purchase Price
	Cash	$	65,416
	Promissory notes	1,235
	Convertible notes (Face value $32,445 less discount)	27,451
	Total Purchase Price	$	94,102

DEBT

DEBT	3 Months Ended
	Feb. 28, 2015
DEBT
DEBT
	NOTE 13 - DEBT
	The five-year payment schedule of our term debt and convertible notes is as follows (in thousands):
		Payments due by period
		(in thousands)
		Total			2015		2016		2017		2018		2019		Thereafter
	Short term debt	$	59,063		$	59,063	$	—	$	—	$	—	$	—	$	—
	Convertible notes	33,545			—		—		—		—		33,545		—
		$	92,608		$	59,063	$	—	$	—	$	—	$	33,545	$	—
	Convertible Notes
	The convertible notes were issued with different interest rates and conversion features for Hudson’s management stockholders and Fireman, respectively. Interest on the convertible notes is paid in a combination of cash and additional paid in kind notes, or PIK notes. Convertible notes in an aggregate principal amount of approximately $22,885,000 (face amount) were issued to Hudson’s management stockholders, are structurally and contractually subordinated to our senior debt and mature on March 31, 2019. All of the notes are expressly junior and subordinated in right of payment to all amounts due and owing upon any indebtedness outstanding under the revolving credit facility and the term loan facility (as discussed below).
	The management notes accrue interest quarterly on the outstanding principal amount (i) from September 30, 2013 until the earlier to occur of the date of conversion of the notes or November 30, 2014 at a rate of 10 percent per annum, which is payable 7.68 percent in cash and 2.32 percent in PIK Notes, (ii) from December 1, 2014 until the earlier to occur of the date of conversion of the notes or September 30, 2016 at a rate of 10 percent per annum payable in cash, and (iii) from October 1, 2016 until the earlier to occur of the date of conversion of the notes or the date such principal amount is paid in full at a rate of 10.928 percent per annum payable in cash. Payment of interest at the cash pay rate under clause (ii) or (iii), as applicable, for any payment date will be subject to satisfaction of certain financial conditions for us. As of December 1, 2014, we did not meet such financial conditions, and therefore, the interest continues to accrue quarterly at a rate of 10 percent per annum, which is payable 7.68 percent in cash and 2.32 percent in PIK notes. In addition, because we are prohibited from making any payments under the subordinated convertible notes, as of January 1, 2015, we began to accrue an additional two percent interest under the default rate in cash. The management notes become convertible by each of the holders beginning on September 30, 2015 until maturity on March 31, 2019 into shares of our common stock, cash, or a combination of cash and common stock, with the settlement choice at our election.
	The approximately $9,560,000 (face amount) in aggregate principal amount of convertible notes issued to Fireman are structurally and contractually subordinated to our senior debt and mature on March 31, 2019. The Fireman note accrues interest quarterly on the outstanding principal amount (i) from September 30, 2013 until the earlier to occur of the date of conversion of the notes or November 30, 2014 at a rate of 6.5 percent per annum, which is payable 3 percent in cash and 3.5 percent in PIK Notes, (ii) from December 1, 2014 until the earlier to occur of the date of conversion of the notes or September 30, 2016 at a rate of 6.5 percent per annum payable in cash, and (iii) from October 1, 2016 until the earlier to occur of the date of conversion of the notes or the date such principal amount is paid in full at a rate of 7 percent per annum payable in cash. Payment of interest at the cash pay rate under clause (ii) or (iii), as applicable, for any payment date will be subject to satisfaction of certain financial conditions for us. As of December 1, 2014, we did not meet such financial conditions, and therefore, the interest continues to accrue quarterly at a rate of 6.5 percent per annum, which is payable 3 percent in cash and 3.5 percent in PIK notes. In addition, because we are prohibited from making any payments under the subordinated convertible notes, as of January 1, 2015, we began to accrue an additional two and a half percent interest under the default rate in cash. The Fireman note becomes convertible by the holder on October 14, 2014 until maturity on March 31, 2019 into shares of common stock, cash, or a combination of cash and common stock, with the settlement choice at our election.
	Each of the notes are convertible, in whole but not in part, at a conversion price of $1.78 per share, subject to certain adjustments, into approximately 18,200,000 shares of our common stock. The Fireman note may be converted at its sole election and the management notes may be converted at either a majority of the holders’ election or individually, depending on the holder. If the we elect to pay cash with respect to a conversion of the notes, the amount of cash to be paid per share will be equal to (a) the number of shares of common stock issuable upon such conversion multiplied by (b) the average of the closing prices for the common stock over the 20 trading day period immediately preceding the notice of conversion. We will have the right to prepay all or any portion of the principal amount of the notes at any time by paying 103 percent of the principal amount of the portion of any management note subject to prepayment or 100 percent of the principal amount of the portion of the Fireman note subject to prepayment.
	The holders of the convertible notes also have demand and piggyback registration rights associated with their notes in a separate agreement pursuant to which they have the right to require us to prepare and file a registration statement on Form S-1 or S-3 or any similar form or successor to such forms under the Securities Act, or any other appropriate form under the Securities Act or the Exchange Act, for the resale of all or part of their shares that may be issued under the convertible notes.
	Embedded Conversion Derivative
	FASB Accounting Standards Codification (ASC) Topic 470 (ASC 470), Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement) requires the issuer of convertible debt that may be settled in shares or cash upon conversion at their option, such as our convertible notes, to account for their liability and equity components separately by bifurcating the embedded conversion derivative, or the derivative, from the host debt instrument. Although ASC 470 has no impact on our actual past or future cash flows, it requires us to record non-cash interest expense as the debt discount is amortized.
	As a result of the issuance of convertible notes in September 2013, the total potential shares of common stock that could be issued exceeded the amount of shares we were eligible to issue under NASDAQ rules as of that date. Therefore, we were required to value the derivative and recognize the fair value as a long-term liability. The fair value of this derivative at the time of issuance of the convertible notes was $5,496,000 and was recorded as the original debt discount for the purposes of accounting for the debt component of the convertible notes. This debt discount on the Fireman and management notes are being amortized as interest expense using an effective interest rate of 8.32 percent and 4.31 percent, respectively, over the remaining 5.5 year term of the convertible notes.
	On May 8, 2014, we obtained stockholder approval for our ability to issue the common stock underlying the convertible notes in compliance with NASDAQ rules. The derivative liability has been reassessed and it was determined that it should be reclassified to stockholders’ equity as of May 8, 2014. We determined the fair value of the derivative using a binomial lattice model at that date. The key assumptions for determining the fair value at May 8, 2014 included the remaining time to maturity of approximately four years and ten months, volatility of 60 percent, and the risk-free interest rate of 1.63 percent. The fair value of the embedded conversion derivative was $5,700,000 and $3,430,000 at November 30, 2013 and May 8, 2014, respectively. The decrease in the fair value of the embedded conversion derivative from November 30, 2013 to May 8, 2014 resulted in a gain of $2,270,000, which has been recorded as other income. The primary reason for the decrease in fair value was due to the change in our stock price as compared to the conversion price.
	The following table (in thousands) is a summary of the recorded value of the convertible note as of February 28, 2015. The value of the convertible note reflects the present value of the contractual cash flows from the convertible notes and resulted in an original issue discount of $10,490,000 including the additional original discount attributed to the embedded conversion derivative of $5,496,000, that were recorded on September 30, 2013, the issuance date.
		Balance
		February 28, 2015
	Convertible notes - Face value	$	32,445
	Less: Original issue discount	(4,994		)
	Less: Debt discount related to the embedded derivative liability	(5,496		)
	Convertible notes recorded value on issue date	21,955
	Accumulated accretion of debt discounts	2,354
	PIK interest paid	1,100
	Convertible notes value	25,409
	The following table (in thousands) is a summary of our total interest expense as follows:
		Three months ended
		February 28, 2015			February 28, 2014
	Contractual coupon interest	$	3,268		$	2,752
	Amortization of discount and deferred financing costs	616			569
	Total interest expense	$	3,884		$	3,321
	Promissory Notes
	In connection with the acquisition of Hudson, we issued approximately $1,235,000 in aggregate principal amount of promissory notes bearing no interest that were paid on April 1, 2014 to certain option holders of Hudson.
	Revolving Credit Agreement
	The revolving credit agreement with CIT provides us with a revolving credit facility up to $50,000,000 comprised of a revolving A-1 commitment of up to $1,000,000 and a revolving A commitment of up to $50,000,000 minus the revolving A-1 commitment. Our actual maximum credit availability under the revolving facility varies from time to time and is determined by calculating a borrowing base, which is based on the value of the eligible accounts receivable and eligible inventory minus reserves imposed by CIT. The revolving facility also provides for swingline loans, up to $5,000,000 sublimit, and letters of credit, up to $1,000,000 sublimit. Proceeds from advances under the revolving facility may be used for working capital needs and general corporate purposes and were initially used to pay a portion of the consideration for the acquisition of Hudson and fees and expenses associated with the acquisition of Hudson. As of February 28, 2015, $23,772,000 was outstanding under our revolving credit facility and cash availability of approximately $11,588,000.
	All unpaid loans under the revolving facility mature on September 30, 2018. We have the right at any time and from time to time to terminate the commitments under the revolving facility by paying in full or prepay any borrowings, in whole or in part, without terminating or reducing the commitment. If we terminate the revolving facility in full prior to the second anniversary of the date, we are required to pay a prepayment fee of 1 percent or 0.5 percent of the commitments terminated depending on when we make the prepayment.
	The revolving facility is guaranteed by us and all of our subsidiaries, and secured by liens on substantially all assets owned by us, including a first- priority lien on certain property, including principally trade accounts, inventory, certain related assets and proceeds of the foregoing, subject to permitted liens and exceptions, and a second-priority lien on all other assets, including intellectual property owned by us, which secures the term loan facility on a first-priority basis.
	Advances under the revolving facility are in the form of either base rate loans or LIBOR rate loans. The interest rate for base rate loans under the revolving A commitment fluctuates and is equal to (x) the Alternate Base Rate, which is the greatest of (a) the JPMorgan Chase Bank prime rate; (b) the Federal funds rate plus 0.50 percent; and (c) the 90-Day LIBO Rate, which is the rate per annum equal to the 90 day LIBOR published in the New York City edition of the Wall Street Journal under “Money Rates,” plus 1 percent, in each case, plus (y) 1.5 percent. The interest rate for LIBOR rate loans under the revolving A commitment is equal to the 90-Day LIBO Rate per annum plus 2.5 percent. The interest rate for base rate loans and LIBOR rate loans under the revolving A-1 commitment is equal to (i) Alternate Base Rate plus 2.5 percent and (ii) the 90-Day LIBO Rate plus 3.5 percent, respectively. Interest on the revolving facility is payable on the first day of each calendar month and the maturity date. In addition, because we are in default under the revolving credit facility, we are paying an additional one percent interest under the default rate.  Our average interest rate, including the default rate, is approximately 3.5 percent.  Among other fees, we pay a commitment fee of 0.25 percent per annum (due quarterly) on the average daily amount of the unused revolving commitment under the revolving facility. We also pay fees with respect to any letters of credit.
	The revolving facility contains usual and customary negative covenants for transactions of this type, including, but not limited to, restrictions on our ability and our subsidiaries’ ability, to create or incur indebtedness; create liens; consolidate, merge, liquidate or dissolve; sell, lease or otherwise transfer any of its assets; substantially change the nature of its business; make investments or acquisitions; pay dividends; enter into transactions with affiliates; amend material documents, prepay certain indebtedness and make capital expenditures. The negative covenants are subject to certain exceptions as specified in the revolving credit agreement.
	In addition, the revolving credit agreement requires us to (a) maintain (i) at all times availability under the revolving facility of not less than $5,000,000 and (ii) at all times the sum of availability under the revolving facility plus up to $2,500,000 of unrestricted cash of not less than $7,500,000; and (b) maintain a minimum fixed charge coverage ratio calculated for each four fiscal quarter period at levels set forth in the revolving facility.
	As of February 28, 2015, we were not in compliance with certain covenants under the revolving credit agreement as a result of an event of default under the term loan credit agreement. In addition, as of November 30, 2014, we were out of compliance with the minimum fixed charge coverage ratio of 1.09x and had failed to timely deliver the financial plan and forecast for 2015.  As of February 28, 2015, the (i) fixed charge coverage ratio of 1.15x; and (ii) leverage ratio of 3.00x were also not met.
	Term Loan Credit Agreement
	The term loan credit agreement entered into with Garrison provided for term loans of up to $60,000,000 and was fully funded to us as of September 30, 2013. The term loan proceeds were used to finance a portion of the consideration for the acquisition of Hudson, to pay fees and expenses associated with the acquisition and for working capital needs and other general corporate purposes.
	The term loan matures on September 30, 2018. We are allowed to prepay the term loan at any time, in whole or in part, subject to the payment of a prepayment fee if we prepay prior to September 30, 2016. The prepayment fee is 3 percent if we prepay prior to September 30, 2014 and reduces by 1 percent per year until September 30, 2016. In addition, we are required to make prepayments out of extraordinary receipts, certain percentage of the excess cash flow and certain net proceeds of certain asset sales or equity issuances, in each case (other than a prepayment in connection with excess cash flow), subject to the payment of the prepayment fee as set forth above.
	The term loan facility is guaranteed by us and all of our subsidiaries and is secured by liens on substantially all assets owned by us, including a first-priority lien on intellectual property owned by us and a second-priority lien on the revolving credit priority collateral.
	The interest rate for the term loan fluctuates and is equal to the rate per annum equal to the British Banker Association Interest Settlement Rate for deposits in Dollars with a term of three months, as appears on the Bloomberg BBAM Screen, plus 10.75 percent. Interest is payable on the first day of each calendar month and the maturity date. In addition, because we are in default under the term loan agreement, we are paying an additional two percent interest under the default rate. Our average interest rate, including the default rate, is approximately 14 percent.
	The term loan credit agreement contains usual and customary negative covenants for transactions of this type, including, but not limited to, restrictions on our ability and our subsidiaries’ ability to create or incur indebtedness; create liens; consolidate, merge, liquidate or dissolve; sell, lease or otherwise transfer any of its assets; substantially change the nature of its business; make investments or acquisitions; pay dividends; enter into transactions with affiliates; amend material documents, prepay certain indebtedness and make capital expenditures. The negative covenants are subject to certain exceptions as specified in the term loan credit agreement.
	In addition, the term loan credit agreement also requires us to maintain: (a) (i) at all times, availability under the revolving credit facility of not less than $5,000,000; and (ii) at all times as tested on each date that a borrowing certificate is delivered, the sum of availability under the revolving credit facility plus up to $2,500,000 of unrestricted cash of not less than $7,500,000; (b) a minimum fixed charge coverage ratio; (c) a minimum EBITDA; and (d) a leverage ratio not more than the maximum leverage coverage ratio as set forth in the term loan credit agreement.
	As of February 28, 2015, we were not compliance with certain covenants under the term loan credit agreement. Under the term loan credit agreement, an event of default has occurred. The minimum EBITDA for the twelve fiscal months ending (i) September 30, 2014 of $22,136,300 and (ii) October 31, 2014 of $22,991,900 and (iii) November 30, 2014 of $23,417,800 were not met. In addition, as of November 30, 2014, we were out of compliance with the (i) minimum fixed charge coverage ratio of 1.09x; and (ii) the maximum leverage ratio of 3.21x. As of February 28, 2015, the (i) fixed charge coverage ratio of 1.15x; and (ii) leverage ratio of 3.00x were also not met.  As a result of being out of compliance with these covenants, the term loan debt has been classified as current on the balance sheet.
	Amended and Restated Factoring Agreement
	See “Note 3 — Factored Accounts and Receivables” for a discussion of our Amended and Restated Factoring Agreement.

FACTORED_ACCOUNTS_AND_RECEIVAB1

FACTORED ACCOUNTS AND RECEIVABLES (Tables)	3 Months Ended
	Feb. 28, 2015
Factored Accounts and Receivables
Schedule of factored accounts and receivables
	Factored accounts and receivables consist of the following (in thousands):
		February 28, 2015			November 30, 2014
	Non-recourse receivables assigned to factor	$	23,452		$	30,811
	Client recourse receivables	4,269			7,878
	Total receivables assigned to factor	27,721			38,689
	Allowance for customer credits	(6,851		)	(8,268		)
	Factor accounts receivable, net of allowances	$	20,870		$	30,421
	Non-factored accounts receivable	$	3,092		$	4,264
	Allowance for customer credits	(791		)	(929		)
	Allowance for doubtful accounts	(705		)	(747		)
	Accounts receivable, net of allowance	$	1,596		$	2,588

INVENTORIES_NET_Tables

INVENTORIES, NET (Tables)	3 Months Ended
	Feb. 28, 2015
INVENTORIES, NET
Schedule of inventories
	Inventories are valued at the lower of cost or market with cost determined by the first-in, first-out method.  Inventories consisted of the following (in thousands):
		February 28, 2015			November 30, 2014
	Finished goods	$	37,986		$	40,064
	Finished goods consigned to others	1,131			1,089
	Work in progress	4,079			4,424
	Raw materials	18,557			19,408
		61,753			64,985
	Less allowance for obsolescence and slow moving items	(3,629		)	(3,666		)
		$	58,124		$	61,319

EARNINGS_PER_SHARE_Tables

EARNINGS PER SHARE (Tables)	3 Months Ended
	Feb. 28, 2015
EARNINGS PER SHARE
Schedule of reconciliation of numerator and denominator of basic and diluted earnings per share		Three months ended
		(in thousands, except per share data)
		February 28, 2015			February 28, 2014
	Basic loss per share computation:
	Numerator:
	Net loss and comprehensive loss	$	(21,595	)	$	(2,178	)
	Denominator:
	Weighted average common shares outstanding	68,919			67,938
	Loss per common share - basic
	Net loss and comprehensive loss	$	(0.31	)	$	(0.03	)
	Diluted loss per share computation:
	Numerator:
	Net loss and comprehensive loss	$	(21,595	)	$	(2,178	)
	Denominator:
	Weighted average common shares outstanding	68,919			67,938
	Effect of dilutive securities:
	Restricted shares, RSU’s, convertible securities and options	—			—
	Dilutive potential common shares	68,919			67,938
	Loss per common share - dilutive
	Net loss and comprehensive loss	$	(0.31	)	$	(0.03	)

STOCKHOLDERS_EQUITY_Tables

STOCKHOLDERS' EQUITY (Tables)	3 Months Ended
	Feb. 28, 2015
STOCKHOLDERS' EQUITY
Schedule of option grants, restricted common stock and RSUs issued to members of the Board of Directors for service as a member			February 28, 2015
	Granted as of:		Number of options		Exercise price
	2002		40,000		$	1.00
	2002		31,496		$	1.27
	2003		30,768		$	1.30
	2004		320,000		$	1.58
	2005		300,000		$	5.91
	2006		450,000		$	1.02
			Number of restricted
			shares issued
	2007		320,000
	2008		473,455
	2009		371,436
	2010		131,828
	2011		—
	2012		617,449
	2013		—
	2014		219,678
	2015		—
Schedule of exercise prices for all options outstanding and exercisable				Options Outstanding and Exercisable
	Exercise Price			Number of shares		Weighted-Average
						Remaining
						Contractual Life
	$	0.38		13,333		9.9
	$	1.02		100,000		1
	$	5.91		450,000		0.3
				563,333		0.6
Summary of stock option activity by plan
	The following table summarizes stock option activity by plan for the three months ended February 28, 2015 and 2014 (in actual amounts):
			Total Number		2004 Incentive		Amended and Restated
			of Shares		Plan		2004 Stock Incentive Plan
	Outstanding at November 30, 2014		550,000		550,000		—
	Granted		40,000		—		40,000
	Exercised		—		—		—
	Forfeited / Expired		(26,667	)	—		(26,667	)
	Outstanding and exercisable at February 28, 2015		563,333		550,000		13,333
	Outstanding at November 30, 2013		775,000		775,000		—
	Granted		—		—		—
	Exercised		—		—		—
	Forfeited / Expired		—		—		—
	Outstanding and exercisable at February 28, 2014		775,000		775,000		—
Schedule of stock option activity in the aggregate for the periods
	Stock option activity in the aggregate for the periods indicated are as follows (in actual amounts):
			Options		Weighted			Weighted average		Aggregate
					average			remaining contractual		Intrinsic
					exercise price			Life (Years)		Value
	Outstanding at November 30, 2014		550,000		$	5.03
	Granted		40,000		0.38
	Exercised		—		—
	Expired		—		—
	Forfeited		(26,667	)	0.38			—		—
	Outstanding and exercisable at February 28, 2015		563,333		$	4.91		0.6		$	—
	Weighted average per option fair value of options granted during the year				$	0.38
	Outstanding at November 30, 2013		775,000		$	4.03
	Granted		—		—
	Exercised		—		—
	Expired		—		—
	Forfeited		—		—			—		—
	Outstanding and exercisable at February 28, 2014		775,000		$	4.03		1.1		$	39,000
	Weighted average per option fair value of options granted during the year				N/A
Summary of the status of restricted common stock and RSUs and changes
	A summary of the status of restricted common stock and RSUs as of November 30, 2014 and November 30, 2013, and changes during the three months ended February 28, 2015 and 2014, are presented below (in actual amounts):
									Weighted-Average Grant-Date
									Fair Value
			Restricted		Restricted		Total Shares		Restricted			Restricted
			Shares		Stock Units				Shares			Stock Units
	Outstanding at November 30, 2014		792,303		1,033,851		1,826,154		$	1.08		$	1
	Granted		600,000		—		600,000		0.37			—
	Issued		(842,303	)	(246,372	)	(1,088,675	)	1.04			1.09
	Cancelled		—		(119,485	)	(119,485	)	—			0.97
	Forfeited		—		(825	)	(825	)	—			0.7
	Outstanding at February 28, 2015		550,000		667,169		1,217,169		$	0.37		$	0.98
	Outstanding at November 30, 2013		954,798		1,661,330		2,616,128		$	0.9		$	0.93
	Granted		288,121		362,242		650,363		1.49			1.49
	Issued		(450,616	)	(293,480	)	(744,096	)	0.95			0.98
	Cancelled		—		(184,766	)	(184,766	)	—			0.98
	Forfeited		—		—		—		—			—
	Outstanding at February 28, 2014		792,303		1,545,326		2,337,629		$	1.08		$	1.04

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Feb. 28, 2015
COMMITMENTS AND CONTINGENCIES
Schedule of future minimum rental payments under non-cancelable retail operating leases with lease terms in excess of one year
	As of February 28, 2015, the future minimum rental payments under non-cancelable operating leases with lease terms in excess of one year were as follows (in thousands):
	2015	Remainder of the year	$	5,955
	2016		7,815
	2017		7,796
	2018		7,624
	2019		5,685
	Thereafter		11,133
			$	46,008

SEGMENT_INFORMATION_Tables

SEGMENT INFORMATION (Tables)	3 Months Ended
	Feb. 28, 2015
SEGMENT INFORMATION
Summary of financial information concerning reportable segments		Three months ended
		(dollar values in thousands)
		February 28, 2015			February 28, 2014
	Net sales:
	Wholesale	$	35,461		$	39,615
	Retail	7,556			7,729
		$	43,017		$	47,344
	Gross profit:
	Wholesale	$	13,275		$	16,760
	Retail	4,824			4,725
		$	18,099		$	21,485
	Operating (loss) income:
	Wholesale	$	7,792		$	10,371
	Retail	(607		)	(988		)
	Corporate and other	(10,419		)	(8,077		)
		$	(3,234	)	$	1,306
	Capital expenditures:
	Wholesale	$	240		$	—
	Retail	—			27
	Corporate and other	19			108
		$	259		$	135
	Total assets:
	Wholesale	$	82,027		$	91,218
	Retail	10,058			10,891
	Corporate and other	92,722			118,906
		$	184,807		$	221,015

ACQUISITION_OF_HUDSON_Tables

ACQUISITION OF HUDSON (Tables)	3 Months Ended
	Feb. 28, 2015
ACQUISITION OF HUDSON
Schedule of total consideration allocated to the assets based on their estimated fair values as of the date of the completion of the acquisition
	Under the purchase method of accounting, the total consideration as shown in the table below (in thousands) is allocated to the assets based on their estimated fair values as of the date of the completion of the acquisition. The consideration is allocated as follows:
	Assets and liabilities assumed:
	Cash and cash equivalents	$	198
	Accounts receivable	1,263
	Due from factor	13,806
	Inventories	22,230
	Prepaid expenses and other assets	2,183
	Property and equipment	726
	Other assets	239
	Accounts payable and accrued expenses	(9,566		)
	Other current liabilities	(3,132		)
	Due to factor	(7,411		)
	Deferred income taxes, net	(17,913		)
	Intangible assets acquired:
	Trade names	44,400
	Customer relationships	2,700
	Design	12,400
	Net assets acquired	62,123
	Goodwill created by the acquisition	31,979
	Total consideration transferred	$	94,102
	Total Purchase Price
	Cash	$	65,416
	Promissory notes	1,235
	Convertible notes (Face value $32,445 less discount)	27,451
	Total Purchase Price	$	94,102

DEBT_Tables

DEBT (Tables)	3 Months Ended
	Feb. 28, 2015
DEBT
Schedule of five year payment of debt for the promissory notes, long term debt and convertible notes
	The five-year payment schedule of our term debt and convertible notes is as follows (in thousands):
		Payments due by period
		(in thousands)
		Total			2015		2016		2017		2018		2019		Thereafter
	Short term debt	$	59,063		$	59,063	$	—	$	—	$	—	$	—	$	—
	Convertible notes	33,545			—		—		—		—		33,545		—
		$	92,608		$	59,063	$	—	$	—	$	—	$	33,545	$	—
Summary of the recorded value of the convertible note
	The following table (in thousands) is a summary of the recorded value of the convertible note as of February 28, 2015
		Balance
		February 28, 2015
	Convertible notes - Face value	$	32,445
	Less: Original issue discount	(4,994		)
	Less: Debt discount related to the embedded derivative liability	(5,496		)
	Convertible notes recorded value on issue date	21,955
	Accumulated accretion of debt discounts	2,354
	PIK interest paid	1,100
	Convertible notes value	25,409
Schedule of interest expense
	The following table (in thousands) is a summary of our total interest expense as follows:
		Three months ended
		February 28, 2015			February 28, 2014
	Contractual coupon interest	$	3,268		$	2,752
	Amortization of discount and deferred financing costs	616			569
	Total interest expense	$	3,884		$	3,321

BASIS_OF_PRESENTATION_Details

BASIS OF PRESENTATION (Details) (USD $)	3 Months Ended	1 Months Ended			12 Months Ended
	Feb. 28, 2015	Nov. 30, 2014	Oct. 31, 2014	Sep. 30, 2014	Nov. 30, 2014	Oct. 31, 2014	Sep. 30, 2014	Feb. 28, 2014	Nov. 30, 2013	Nov. 30, 2012	Sep. 30, 2013
	item
Number of primary business segments	2
Number of full price retail stores	13
Number of outlet stores	20
Length of fiscal year	364 days
Cash and cash equivalents	$1,080,000	$1,054,000			$1,054,000			$349,000	$1,054,000	$785,000
Short term borrowings	23,772,000	31,338,000			31,338,000
Term Debt	59,063,000	59,003,000			59,003,000
Hudson Clothing Holdings, Inc.
Debt Instrument, Face Amount											32,445,000
Term Loans | Hudson Clothing Holdings, Inc.
Debt Instrument, Face Amount									32,445,000
EBITDA		23,417,800	22,991,900	22,136,300	23,417,800	22,991,900	22,136,300
Fixed charge coverage ratio	1.09										1.15
Leverage ratio	3.21										3
Buyer Notes
Debt Instrument, Face Amount	32,445,000
Buyer Notes | Hudson Clothing Holdings, Inc.
Debt Instrument, Face Amount									60,000,000
Revolving Facility
Fixed charge coverage ratio	1.15
Leverage ratio	3
Available borrowing under facility	11,588,000
Revolving Facility | Hudson Clothing Holdings, Inc.
Debt Instrument, Face Amount									50,000,000
CIT
Cash and cash equivalents	11,588,000
CIT | Revolving Facility
Available borrowing under facility	$11,588,000

FACTORED_ACCOUNTS_AND_RECEIVAB2

FACTORED ACCOUNTS AND RECEIVABLES (Detail) (USD $)	0 Months Ended	1 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Feb. 28, 2015	Nov. 30, 2014	Feb. 28, 2014	Nov. 30, 2013	Nov. 30, 2012
Accounts receivable, inventory advances and due from factor
Non-recourse receivables assigned to factor			$23,452,000	$30,811,000
Client recourse receivables			4,269,000	7,878,000
Total receivables assigned to factor			27,721,000	38,689,000
Allowance for customer credits			-6,851,000	-8,268,000
Factor accounts receivable, net of allowances			20,870,000	30,421,000
Non-factored accounts receivable			3,092,000	4,264,000
Allowance for customer credits			-791,000	-929,000
Allowance for doubtful accounts			-705,000	-747,000
Accounts receivable, net of allowances			1,596,000	2,588,000
Risk of payment in the event of non-payment by the customers			4,269,000	7,878,000
Cash and cash equivalents			1,080,000	1,054,000	349,000	1,054,000	785,000
Revolving Facility
Accounts receivable, inventory advances and due from factor
Available borrowing under facility			11,588,000
CIT
Accounts receivable, inventory advances and due from factor
Required notice period for termination of the agreement by factor		60 days
Required written notice period for termination of the agreement prior to September 30, 2018	60 days
Cash and cash equivalents			11,588,000
CIT | Amended And Restated Factoring Agreement [Member]
Accounts receivable, inventory advances and due from factor
Required notice period for termination of the agreement by factor	60 days
Factoring rate of accounts for which the factor bore the credit risk, over a specified amount of invoices factored (as a percent)		0.50%
Factoring rate of accounts for which the entity bore the credit risk (as a percent)		0.35%
Minimum factoring rate payable per invoice		3.5
CIT | Revolving Facility
Accounts receivable, inventory advances and due from factor
Available borrowing under facility			$11,588,000

INVENTORIES_NET_Details

INVENTORIES, NET (Details) (USD $)	Feb. 28, 2015	Nov. 30, 2014
In Thousands, unless otherwise specified
INVENTORIES, NET
Finished goods	$37,986	$40,064
Finished goods consigned to others	1,131	1,089
Work in progress	4,079	4,424
Raw materials	18,557	19,408
Inventories, gross	61,753	64,985
Less allowance for obsolescence and slow moving items	-3,629	-3,666
Inventories, net	$58,124	$61,319

LONGLIVED_AND_INTANGIBLE_ASSET

LONG-LIVED AND INTANGIBLE ASSETS AND GOODWILL (Details) (USD $)	3 Months Ended		12 Months Ended
	Feb. 28, 2015	Nov. 30, 2014	Nov. 30, 2014
		item	item
LONG-LIVED AND INTANGIBLE ASSETS AND GOODWILL
Store impairment charges		$840,000
Number of full price retail stores on which impairment charge was recorded		6	6
Impairment of goodwill or indefinite lived intangible assets	$0		$23,585,000

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Detail) (USD $)

3 Months Ended

0 Months Ended

3 Months Ended

1 Months Ended

0 Months Ended

Feb. 28, 2015

Feb. 18, 2013

Oct. 25, 2007

Feb. 28, 2013

Feb. 28, 2014

Jan. 31, 2013

Jan. 19, 2015

Dec. 03, 2012

Dec. 03, 2010

Dec. 01, 2008

Dec. 01, 2007

Sep. 30, 2013

Related party transactions

Number of restricted shares issued

40,000

Maximum | Modified merger agreement

Related party transactions

Term under the original merger agreement for which overall payment has been fixed and reduced

6 years

Minimum | Modified merger agreement

Related party transactions

Term under the original merger agreement for which overall payment has been fixed and reduced

10 years

Joe Dahan

Related party transactions

Initial term of employment

5 years

Period for automatic renewal of the term of the employment

1 year

Annual salary

300,000

Joe Dahan | Modified merger agreement

Related party transactions

Contingent consideration expense

8,732,000

8,732,000

Aggregate fixed amount payable through weekly installments

9,168,000

Joe Dahan | Maximum

Related party transactions

Period for severance payment

1 year

Albert Dahan

Related party transactions

Royalty income recognized

13,000

248,000

Ambre Dahan

Related party transactions

Amount paid per annum on a bi-weekly basis under the consulting arrangement

175,000

Amount paid under the consulting arrangement

0

47,000

Marc Crossman

Related party transactions

Initial term of employment

2 years

Period for automatic renewal of the term of the employment

2 years

2 years

2 years

Advance notice period required for non-renewal of employment agreement prior to the end of the term of 2 years or upon occurrence of a change in control

180 days

Annual salary

429,300

Annual discretionary bonus as a percentage of base salary

50.00%

Agreement term

12 months

Monthly payment

35,775,000

Number of restricted shares issued

600,000

Peter Kim

Related party transactions

Initial term of employment

3 years

Annual salary

500,000

Annual discretionary bonus as a percentage of base salary

50.00%

Peter Kim | Maximum

Related party transactions

Period for severance payment

1 year

EARNINGS_PER_SHARE_Details

EARNINGS PER SHARE (Details) (USD $)	3 Months Ended
In Thousands, except Share data, unless otherwise specified	Feb. 28, 2015	Feb. 28, 2014
Numerator:
Net loss and comprehensive loss	($21,595)	($2,178)
Denominator:
Weighted average common shares outstanding	68,919,000	67,938,000
Loss per common share - basic
Net loss and comprehensive loss (in dollars per share)	($0.31)	($0.03)
Numerator:
Net loss and comprehensive loss	($21,595)	($2,178)
Denominator:
Weighted average common shares outstanding	68,919,000	67,938,000
Dilutive potential common shares	68,919,000	67,938,000
loss per common share - dilutive
Net loss and comprehensive loss (in dollars per share)	($0.31)	($0.03)
Anti-dilutive securities excluded from computation of earnings per share (in shares)	20,518,875	21,340,377
Shares Reserved For Future Issuance
Stock options granted under the incentive plans reserved for future issuance (in shares)	563,000
Shares of common stock issuable upon the vesting of RSUs	667,169
Shares of common stock available for future issuance under the Amended and Restated 2004 Stock Incentive Plan	2,570,771
Shares of common stock issuable pursuant to the convertible notes	18,845,296

INCOME_TAXES_Details

INCOME TAXES (Details) (USD $)	3 Months Ended
	Feb. 28, 2015	Nov. 30, 2014	Nov. 30, 2013	Nov. 30, 2012
Net operating losses
Increase in valuation allowance	$14,481,000
Valuation allowance		640,000	342,000	0
Federal tax
Net operating losses
Net operating loss carryforwards	25,067,000
California
Net operating losses
Net operating loss carryforwards	$19,874,000

STOCKHOLDERS_EQUITY_Details

STOCKHOLDERS' EQUITY (Details) (USD $)	3 Months Ended		1 Months Ended
	Feb. 28, 2015	Feb. 28, 2014	Oct. 31, 2011
Stock Incentive Plans
Stock based compensation expense recognized	$716,000	$235,000
Granted as of:
Granted (in shares)	40,000
Granted (in dollars per share)	$0.38
Number of restricted shares issued	40,000
Options | 2002
Granted as of:
Granted (in shares)	40,000
Granted (in dollars per share)	$1
Options | 2002
Granted as of:
Granted (in shares)	31,496
Granted (in dollars per share)	$1.27
Options | 2003
Granted as of:
Granted (in shares)	30,768
Granted (in dollars per share)	$1.30
Options | 2004
Granted as of:
Granted (in shares)	320,000
Granted (in dollars per share)	$1.58
Options | 2005
Granted as of:
Granted (in shares)	300,000
Granted (in dollars per share)	$5.91
Options | 2006
Granted as of:
Granted (in shares)	450,000
Granted (in dollars per share)	$1.02
Restricted stock and RSUs
Granted as of:
Number of restricted shares issued	600,000
Restricted stock and RSUs | 2007
Granted as of:
Number of restricted shares issued	320,000
Restricted stock and RSUs | 2008
Granted as of:
Number of restricted shares issued	473,455
Restricted stock and RSUs | 2009
Granted as of:
Number of restricted shares issued	371,436
Restricted stock and RSUs | 2010
Granted as of:
Number of restricted shares issued	131,828
Restricted stock and RSUs | 2012
Granted as of:
Number of restricted shares issued	617,449
Restricted stock and RSUs | 2014
Granted as of:
Number of restricted shares issued	219,678
RSUs
Granted as of:
Number of restricted shares issued	0
Amended and restated 2004 Stock Incentive Plan
Stock Incentive Plans
Number of shares available for issuance	2,570,771
Number of shares of common stock authorized for issuance			6,825,000
Maximum number of shares that can be awarded to any employee in one year			1,250,000
Exercise period			10 years
Granted as of:
Granted (in shares)	40,000
Amended and restated 2004 Stock Incentive Plan | RSUs
Stock Incentive Plans
Right to receive a specified number of shares of common stock for each unit on vesting date	1
2004 Stock Incentive Plan
Granted as of:
Granted (in shares)	0

STOCKHOLDERS_EQUITY_Details_2

STOCKHOLDERS' EQUITY (Details 2) (USD $)	3 Months Ended
	Feb. 28, 2015	Nov. 30, 2014	Feb. 28, 2014	Nov. 30, 2013
Options Outstanding and Exercisable
Exercise Price (in dollars per share)	$4.91	$5.03	$4.03	$4.03
Number of shares	563,333
Weighted-Average Remaining Contractual Life	7 months 6 days
Stock option activity
Outstanding at the beginning of the period (in shares)	550,000		775,000	775,000
Granted (in shares)	40,000
Forfeited / Expired (in shares)	-26,667
Outstanding at the end of the period (in shares)	563,333		775,000	775,000
2004 Stock Incentive Plan
Stock option activity
Outstanding at the beginning of the period (in shares)	550,000		775,000	775,000
Granted (in shares)	0
Outstanding at the end of the period (in shares)	550,000		775,000	775,000
Amended and restated 2004 Stock Incentive Plan
Stock option activity
Granted (in shares)	40,000
Forfeited / Expired (in shares)	-26,667
Outstanding at the end of the period (in shares)	13,333
$0.38
Options Outstanding and Exercisable
Exercise Price (in dollars per share)	$0.38
Number of shares	13,333
Weighted-Average Remaining Contractual Life	9 years 10 months 24 days
$1.02
Options Outstanding and Exercisable
Exercise Price (in dollars per share)	$1.02
Number of shares	100,000
Weighted-Average Remaining Contractual Life	1 year
$5.91
Options Outstanding and Exercisable
Exercise Price (in dollars per share)	$5.91
Number of shares	450,000
Weighted-Average Remaining Contractual Life	3 months 18 days

STOCKHOLDERS_EQUITY_Details_3

STOCKHOLDERS' EQUITY (Details 3) (USD $)	0 Months Ended	3 Months Ended
	Feb. 28, 2015	Feb. 28, 2015	Feb. 28, 2014
Stock option activity
Outstanding at the beginning of the period (in shares)	563,333	550,000	775,000
Granted (in shares)		40,000
Forfeited (in shares)		-26,667
Outstanding at the end of the period (in shares)		563,333	775,000
Weighted average exercise price
Outstanding at the beginning of the period (in dollars per share)	$4.91	$5.03	$4.03
Granted (in dollars per share)		$0.38
Forfeited (in dollars per share)		$0.38
Outstanding at the end of the period (in dollars per share)		$4.91	$4.03
Weighted average per option fair value of option granted during the year	$0.38
Weighted average remaining contractual Life
Outstanding and exercisable at the end of the period		7 months 6 days	1 year 1 month 6 days
Aggregate Intrinsic Value
Outstanding and exercisable at the end of the period			$39,000
Unrecognized compensation cost
Unrecognized compensation cost related to nonvested share-based compensation arrangements		$786,000
Weighted-average period for recognition of unrecognized compensation cost		1 year 7 months 6 days

STOCKHOLDERS_EQUITY_Details_4

STOCKHOLDERS' EQUITY (Details 4) (USD $)	3 Months Ended
	Feb. 28, 2015
Total Shares
Granted (in shares)	40,000
Restricted stock and RSUs
Total Shares
Outstanding at the beginning of the period (in shares)	1,826,154
Granted (in shares)	600,000
Issued (in shares)	-1,088,675
Cancelled (in shares)	-119,485
Forfeited (in shares)	-825
Outstanding at the end of the period (in shares)	1,217,169
Restricted shares
Total Shares
Outstanding at the beginning of the period (in shares)	792,303
Granted (in shares)	600,000
Issued (in shares)	-842,303
Outstanding at the end of the period (in shares)	550,000
Shares withdrawn, cancelled or forfeited in period	309,842
Weighted-Average Grant-Date Fair Value
Outstanding at the beginning of the period (in dollars per share)	1.08
Granted (in dollars per share)	0.37
Issued (in dollars per share)	1.04
Outstanding at the end of the period (in dollars per share)	0.37
RSUs
Total Shares
Outstanding at the beginning of the period (in shares)	1,033,851
Granted (in shares)	0
Issued (in shares)	-246,372
Cancelled (in shares)	-119,485
Forfeited (in shares)	-825
Outstanding at the end of the period (in shares)	667,169
Shares withdrawn, cancelled or forfeited in period	120,310
Weighted-Average Grant-Date Fair Value
Outstanding at the beginning of the period (in dollars per share)	1
Issued (in dollars per share)	1.09
Cancelled (in dollars per share)	0.97
Forfeited (in dollars per share)	0.7
Outstanding at the end of the period (in dollars per share)	0.98

COMMITMENTS_AND_CONTINGENCIES_1

COMMITMENTS AND CONTINGENCIES (Details) (USD $)	3 Months Ended		0 Months Ended	3 Months Ended
	Feb. 28, 2015	Feb. 28, 2014	Feb. 18, 2013	Feb. 28, 2013
Contingent Consideration Payments, Buy-Out Agreement and Earnout Subordination Agreement
Gross profit	$18,099,000	$21,485,000
Minimum
Contingent Consideration Payments, Buy-Out Agreement and Earnout Subordination Agreement
Operating lease agreements expiring term	3 years
Percentage of annual sales volume	6.00%
Minimum | Modified merger agreement
Contingent Consideration Payments, Buy-Out Agreement and Earnout Subordination Agreement
Term under the original merger agreement for which overall payment has been fixed and reduced			10 years
Maximum
Contingent Consideration Payments, Buy-Out Agreement and Earnout Subordination Agreement
Operating lease agreements expiring term	10 years
Percentage of annual sales volume	8.00%
Maximum | Modified merger agreement
Contingent Consideration Payments, Buy-Out Agreement and Earnout Subordination Agreement
Term under the original merger agreement for which overall payment has been fixed and reduced			6 years
Joe Dahan | Modified merger agreement
Contingent Consideration Payments, Buy-Out Agreement and Earnout Subordination Agreement
Aggregate fixed amount payable through weekly installments			9,168,000
Contingent consideration expense			8,732,000	$8,732,000

COMMITMENTS_AND_CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details 2) (USD $)	Feb. 28, 2015
In Thousands, unless otherwise specified
Future Lease Obligations
2015	$5,955
2016	7,815
2017	7,796
2018	7,624
2019	5,685
Thereafter	11,133
Future minimum rental payments	$46,008

SEGMENT_INFORMATION_Details

SEGMENT INFORMATION (Details) (USD $)	3 Months Ended
In Thousands, unless otherwise specified	Feb. 28, 2015	Feb. 28, 2014	Nov. 30, 2014
Segment information
Net sales	$43,017	$47,344
Gross profit	18,099	21,485
Operating income (loss)	-3,234	1,306
Capital expenditures	259	135
Total assets	184,807	221,015	203,949
Wholesale
Segment information
Net sales	35,461	39,615
Gross profit	13,275	16,760
Operating income (loss)	7,792	10,371
Capital expenditures	240
Total assets	82,027	91,218
Retail
Segment information
Net sales	7,556	7,729
Gross profit	4,824	4,725
Operating income (loss)	-607	-988
Capital expenditures		27
Total assets	10,058	10,891
Corporate and other
Segment information
Operating income (loss)	-10,419	-8,077
Capital expenditures	19	108
Total assets	$92,722	$118,906

ACQUISITION_OF_HUDSON_Details

ACQUISITION OF HUDSON (Details) (USD $)	0 Months Ended	3 Months Ended
	Sep. 30, 2013	Feb. 28, 2015	Nov. 30, 2014	Nov. 30, 2013
Acquisition of Hudson
Additional liabilities assets recognized		$2,003,000
Assets and liabilities assumed:
Goodwill created by the acquisition		12,230,000	12,230,000
Buyer Notes
Acquisition of Hudson
Aggregate principal amount of notes issued		32,445,000
Total Purchase Price
Convertible notes face value		32,445,000
Hudson Clothing Holdings, Inc.
Acquisition of Hudson
Aggregate principal amount of notes issued	32,445,000
Amortization expense		0
Assets and liabilities assumed:
Cash and cash equivalents	198,000
Accounts receivable	1,263,000
Due from factor	13,806,000
Inventories	22,230,000
Prepaid expenses and other assets	2,183,000
Property and equipment	726,000
Other assets	239,000
Accounts payable and accrued expenses	-9,566,000
Other current liabilities	-3,132,000
Due to factor	-7,411,000
Deferred income taxes, net	-17,913,000
Net assets acquired	62,123,000
Goodwill created by the acquisition	31,979,000
Total consideration transferred	94,102,000
Total Purchase Price
Cash	65,416,000
Promissory notes	1,235,000
Period of Measurement		1 year
Convertible notes	27,451,000
Total Purchase Price	94,102,000
Convertible notes face value	32,445,000
Hudson Clothing Holdings, Inc. | Promissory Tax Notes
Acquisition of Hudson
Aggregate principal amount of notes issued	1,235,000
Total Purchase Price
Convertible notes face value	1,235,000
Hudson Clothing Holdings, Inc. | Buyer Notes
Acquisition of Hudson
Aggregate principal amount of notes issued				60,000,000
Total Purchase Price
Convertible notes face value				60,000,000
Hudson Clothing Holdings, Inc. | Management notes
Acquisition of Hudson
Aggregate principal amount of notes issued		22,885,000
Total Purchase Price
Convertible notes face value		22,885,000
Hudson Clothing Holdings, Inc. | Fireman Note
Acquisition of Hudson
Aggregate principal amount of notes issued	9,560,000
Total Purchase Price
Convertible notes face value	9,560,000
Hudson Clothing Holdings, Inc. | Revolving Facility
Acquisition of Hudson
Aggregate principal amount of notes issued				50,000,000
Total Purchase Price
Convertible notes face value				50,000,000
Hudson Clothing Holdings, Inc. | Term Loans
Acquisition of Hudson
Aggregate principal amount of notes issued				32,445,000
Total Purchase Price
Convertible notes face value				32,445,000
Hudson Clothing Holdings, Inc. | Term Loans | Maximum
Acquisition of Hudson
Aggregate principal amount of notes issued	60,000,000
Total Purchase Price
Convertible notes face value	60,000,000
Hudson Clothing Holdings, Inc. | Trade names
Assets and liabilities assumed:
Intangible assets acquired	44,400,000
Hudson Clothing Holdings, Inc. | Customer relationships
Assets and liabilities assumed:
Intangible assets acquired	2,700,000
Hudson Clothing Holdings, Inc. | Designs
Assets and liabilities assumed:
Intangible assets acquired	$12,400,000

DEBT_Details

DEBT (Details) (USD $)	3 Months Ended		0 Months Ended	12 Months Ended	0 Months Ended	1 Months Ended			12 Months Ended		1 Months Ended
	Feb. 28, 2015	Feb. 28, 2014	Sep. 30, 2013	Nov. 30, 2014	Sep. 30, 2014	Nov. 30, 2014	Oct. 31, 2014	Sep. 30, 2014	Oct. 31, 2014	Sep. 30, 2014	Sep. 30, 2013	8-May-14	Nov. 30, 2013
Recorded value of the convertible note
Debt at the end of the period	$25,409,000			24,733,000		$24,733,000
Components of interest expense
Total interest expense	3,884,000	3,321,000
Five year payment schedule of debt for the promissory notes, long term debt and convertible notes
2015	59,063,000
2019	33,545,000
Total	92,608,000
Buyer Notes
Debt
Aggregate principal amount of notes issued	32,445,000
Fair value of derivative			5,496,000								5,496,000	3,430,000	5,700,000
Life of convertible notes			5 years 6 months
Key assumptions for determining the fair value
Remaining time to maturity	4 years 10 months
Volatility (as a percent)	60.00%
Risk-free interest rate (as a percent)	1.63%
Fair value of derivative			5,496,000								5,496,000	3,430,000	5,700,000
Aggregate original issue discount			10,490,000								10,490,000
Recorded value of the convertible note
Convertible notes - Face value	32,445,000
Less: Original issue discount	-4,994,000
Convertible notes recorded value on issue date	21,955,000
Accumulated accretion of debt discounts	2,354,000
PIK interest paid	1,100,000
Convertible notes value	25,409,000
Plus: Embedded derivative liability - fair market value			5,496,000								5,496,000	3,430,000	5,700,000
Components of interest expense
Contractual coupon interest	3,268,000	2,752,000
Amortization of discount and deferred financing costs	616,000	569,000
Total interest expense	3,884,000	3,321,000
Five year payment schedule of debt for the promissory notes, long term debt and convertible notes
2019	33,545,000
Total	33,545,000
Buyer Notes | Embedded Conversion Derivative
Key assumptions for determining the fair value
Change in fair value of embedded conversion derivative	-2,270,000
Aggregate original issue discount			5,496,000								5,496,000
Recorded value of the convertible note
Less: Original issue discount	-5,496,000
Revolving Facility
Components of interest expense
Borrowing outstanding under facility	23,772,000
Available borrowing under facility	11,588,000
Average interest rate, including default rate			3.50%								3.50%
Fixed charge coverage ratio	1.15
Leverage ratio	3
Revolving Facility | Minimum
Components of interest expense
Fixed charge coverage ratio				1.09		1.09
Term Loans
Five year payment schedule of debt for the promissory notes, long term debt and convertible notes
2015	59,063,000
Total	59,063,000
CIT | Management notes | From October 1, 2016
Debt
Interest rate payable in cash (as a percent)			10.93%								10.93%
CIT | Revolving Facility
Components of interest expense
Available borrowing under facility	11,588,000
Hudson Clothing Holdings, Inc.
Debt
Aggregate principal amount of notes issued			32,445,000								32,445,000
Recorded value of the convertible note
Convertible notes - Face value			32,445,000								32,445,000
Hudson Clothing Holdings, Inc. | Promissory Tax Notes
Debt
Aggregate principal amount of notes issued			1,235,000								1,235,000
Recorded value of the convertible note
Convertible notes - Face value			1,235,000								1,235,000
Hudson Clothing Holdings, Inc. | Buyer Notes
Debt
Aggregate principal amount of notes issued													60,000,000
Conversion price (in dollars per share)			$1.78								1.78
Number of shares issuable upon conversion of the debt			18,200,000								18,200,000
Trading days immediately preceding the notice of conversion used for calculation of average of the closing prices for the common stock			20
Recorded value of the convertible note
Convertible notes - Face value													60,000,000
Hudson Clothing Holdings, Inc. | Management notes
Debt
Aggregate principal amount of notes issued	22,885,000
Redemption price as a percentage of principal amount			103.00%
Effective interest rate (as a percent)			4.31%								4.31%
Recorded value of the convertible note
Convertible notes - Face value	22,885,000
Hudson Clothing Holdings, Inc. | Management notes | From September 30, 2013
Debt
Annual rate on outstanding principal amount (as a percent)			10.00%	10.00%		10.00%					10.00%
Interest rate payable in cash (as a percent)			7.68%	7.68%		7.68%					7.68%
PIK Interest (as a percent)			2.32%	2.32%		2.32%					2.32%
Additional interest (as a percent)				2.00%
Hudson Clothing Holdings, Inc. | Management notes | From December 1, 2014
Debt
Interest rate payable in cash (as a percent)			10.00%								10.00%
Hudson Clothing Holdings, Inc. | Fireman Note
Debt
Aggregate principal amount of notes issued			9,560,000								9,560,000
Redemption price as a percentage of principal amount			100.00%
Effective interest rate (as a percent)			8.32%								8.32%
Recorded value of the convertible note
Convertible notes - Face value			9,560,000								9,560,000
Hudson Clothing Holdings, Inc. | Fireman Note | From September 30, 2013
Debt
Annual rate on outstanding principal amount (as a percent)			6.50%	6.50%		6.50%					6.50%
Interest rate payable in cash (as a percent)			3.00%	3.00%		3.00%					3.00%
PIK Interest (as a percent)			3.50%	3.50%		3.50%					3.50%
Additional interest (as a percent)				2.50%
Hudson Clothing Holdings, Inc. | Fireman Note | From December 1, 2014
Debt
Interest rate payable in cash (as a percent)			6.50%								6.50%
Hudson Clothing Holdings, Inc. | Fireman Note | From October 1, 2016
Debt
Interest rate payable in cash (as a percent)			7.00%								7.00%
Hudson Clothing Holdings, Inc. | Revolving Facility
Debt
Aggregate principal amount of notes issued													50,000,000
Recorded value of the convertible note
Convertible notes - Face value													50,000,000
Components of interest expense
Maximum borrowing capacity			50,000,000								50,000,000
Commitment fee (as a percent)			0.25%
Hudson Clothing Holdings, Inc. | Revolving Facility | Minimum
Components of interest expense
Prepayment fee (as a percent)			0.50%
Borrowing availability			5,000,000
Borrowing availability on each date that a borrowing certificate is delivered			7,500,000
Hudson Clothing Holdings, Inc. | Revolving Facility | Maximum
Components of interest expense
Prepayment fee (as a percent)			1.00%
Restricted cash that can be included in Excess Availability			2,500,000
Hudson Clothing Holdings, Inc. | Revolving A-1 Commitment
Components of interest expense
Maximum borrowing capacity			1,000,000								1,000,000
Hudson Clothing Holdings, Inc. | Revolving A-1 Commitment | Alternate Base Rate
Components of interest expense
Variable rate basis			Alternate Base Rate
Margin on variable rate basis (as a percent)			2.50%
Hudson Clothing Holdings, Inc. | Revolving A-1 Commitment | 90-Day LIBO Rate
Components of interest expense
Variable rate basis			LIBO Rate
Margin on variable rate basis (as a percent)			3.50%
Hudson Clothing Holdings, Inc. | Revolving A Commitment | Alternate Base Rate
Components of interest expense
Margin on variable rate basis (as a percent)			1.50%
Hudson Clothing Holdings, Inc. | Revolving A Commitment | Federal funds rate
Components of interest expense
Variable rate basis			Federal funds rate
Margin on variable rate basis (as a percent)			0.50%
Hudson Clothing Holdings, Inc. | Revolving A Commitment | 90-Day LIBO Rate
Components of interest expense
Variable rate basis					90-Day LIBO Rate
Hudson Clothing Holdings, Inc. | Revolving A Commitment | LIBOR rate loans
Components of interest expense
Variable rate basis			90-Day LIBO Rate
Margin on variable rate basis (as a percent)			2.50%
Hudson Clothing Holdings, Inc. | Swingline loans
Components of interest expense
Maximum borrowing capacity			5,000,000								5,000,000
Hudson Clothing Holdings, Inc. | Letters of credit
Components of interest expense
Maximum borrowing capacity			1,000,000								1,000,000
Hudson Clothing Holdings, Inc. | Term Loans
Debt
Aggregate principal amount of notes issued													32,445,000
Recorded value of the convertible note
Convertible notes - Face value													32,445,000
Components of interest expense
Average interest rate, including default rate			14.00%								14.00%
Prepayment fee, if prepaid prior to September 30, 2014 (as a percent)			3.00%
Reduction in prepayment fee per year until September 30, 2016 (as a percent)			1.00%
EBITDA				23,417,800		23,417,800	22,991,900	22,136,300	22,991,900	22,136,300
Fixed charge coverage ratio	1.09		1.15								1.15
Leverage ratio	3.21		3								3
Hudson Clothing Holdings, Inc. | Term Loans | Minimum
Components of interest expense
Restricted cash that can be included in Excess Availability			5,000,000
Borrowing availability on each date that a borrowing certificate is delivered			7,500,000
Fixed charge coverage ratio				1.09		1.09
Hudson Clothing Holdings, Inc. | Term Loans | Maximum
Debt
Aggregate principal amount of notes issued			60,000,000								60,000,000
Recorded value of the convertible note
Convertible notes - Face value			$60,000,000								60,000,000
Components of interest expense
Fixed charge coverage ratio				3.21		3.21
Hudson Clothing Holdings, Inc. | Term Loans | British Banker Association Interest Settlement Rate
Components of interest expense
Variable rate basis											British Banker Association Interest Settlement Rate for deposits in Dollars with a term of three months
Margin on variable rate basis (as a percent)			10.75%