SEC questioned Paulsboro’s Hometown deli as it lined up stock sale

When the parent company of a South Jersey deli was selling more shares amid a boom in its stock last year, the firm drew the attention of federal regulators.

The U.S. Securities & Exchange Commission asked some pointed questions of the parent firm for Your Hometown Deli in Gloucester County, regulatory filings show.

Among the questions it asked of a firm whose stock is worth more than $100 million: Could the business continue to be “a going concern”?

Other records show something else: A company hired as a consultant for the deli business has employed a stockbroker barred from the industry in 2008 after he failed to pay a $1.1 million arbitration award. He was reinstated in 2010.

The stockbroker, James T. Patten, 61, also ran a New Jersey brokerage that was expelled from the securities industry in the late 1980s.

The consulting firm is in part owned by the father of the board chairman of the deli’s parent company.

» READ MORE: Paulsboro’s Your Hometown Deli’s stock gains may resemble GameStop

Your Hometown Deli on Mantua Avenue in Paulsboro has became an object of puzzlement and some fascination in recent days after a hedge fund manger, David Einhorn, took public note of how its parent, Hometown International (stock symbol HWIN) was worth more than $100 million even though its sole asset — the deli — was losing money and was shuttered for months during the pandemic.

“The pastrami must be amazing,” Einhorn wrote investors.

In the SEC’s back-and-forth letters with the company last year, officials demanded to know the views of the firm’s auditors.

The regulators also wondered whether a proposed stock offering would result in a “change of control.” Would someone else take charge besides Paul Morina, a fixture in Paulsboro, where he is a legendary wrestling coach and principal of the high school. Morina, 62, has been president, chief executive and treasurer of Hometown International.

In its response, the company said it could offer no guarantee that it would stay in operation. Its accounting firm, Liggett & Webb, said the company had a net loss, a working capital deficit, and an accumulated deficit.

“These factors raise substantial doubt about the company’s ability to continue as a going concern,” Liggett & Webb said in March 2020.

Hometown did pledge that Morina would remain the boss.

After the exchange, the SEC last fall permitted the company to register 2.8 million stock warrants — the right to buy that amount of shares at a specific time and price.

“The SEC staff don’t make judgment calls — they just ask for adequate disclosure,” said Nicholas Giuliano, a longtime Philadelphia securities and arbitration lawyer.

Hometown’s is sold on the over-the-counter market, a realm with fewer disclosures and consumer protections than the New York or the Nasdaq stock exchanges. Its stock is thinly traded and volatile.

Hometown’s shares opened at $1.25 in 2019. By June of last year, the stock had hit $9.50. On Monday, it climbed to a peak of $15.70, before closing on Tuesday at $12.75.

Morina sold a million of his shares in 2019 to an insider for $3,000, records show. As of last month, however, he still owned 1.5 million shares and held warrants to buy 30 million more.

His fellow shareholders include entities in Hong Kong and Macau, as well as a trust under the name Kathleen Patten, according to SEC filings. Kathleen Patten is listed as a relative of James T. Patten’s, according to public records.

Calls and social media messages to James Patten, Morina and others were not returned.

The run-up in prices has taken place even though the deli reported less than $14,000 in revenue last year — and expenses of almost $650,000. Sometimes it failed to file required quarterly documents on time.

Hometown had taken out multiple loans from a man named Peter Coker Jr., paying 8% interest, a somewhat high charge in a low-rate environment, records show. Coker Jr. eventually became chairman of the tiny company.

In May 2020, it reached a consulting consulting agreement with Tryon Capital Ventures, a tiny North Carolina company 50% owned by the father of Peter L. Coker Jr. Hometown started paying the older Coker $15,000 a month.

Lisa Braganca, a former SEC branch chief, now a securities defense attorney in Chicago, asked: “Does it take a hedge fund manager writing about it to get their attention? Sometimes people invest in these tiny companies as a vanity and a tax write-off. But here, it’s gotten too big.”

VCH Limited, a company formed under the laws of Macau, a 10% shareholder, also got $25,000 a month in consulting fees, according to SEC filings. It’s unclear who owns VCH.

Coker Jr., a 1990 graduate of Lehigh University, is a member of the board of South Shore Holdings in Asia, records show.

He was part of an investor syndicate called 13th Group behind a failed billion-dollar hotel in Macau, according to the Asian media. The 13 Hotel opened in 2018 but has been closed since the COVID-19 outbreak. Coker Jr. did not respond to requests for comment through LinkedIn.

As for Patten, his LinkedIn entry says he began working at Tryon Capital Ventures in 2014. Tryon Capital, in Chapel Hill, in North Carolina’s Research Triangle region, describes itself as a merchant capital bank. He listed his job as a financial analyst.

Patten and Morina attended Paulsboro High School at the same time. They wrestled on the same team at Paulsboro, both winning titles in 1976.

Patten and Morina appear as friends in photos on social media dating back years, and Patten posts about attending high school wrestling matches in his old home state.

Paulsboro’s current team, meanwhile, is undefeated and headed for the state championships.