global notes and statement of limitations, …

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UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF FLORIDA

JACKSONVILLE DIVISION www.flmb.uscourts.gov

In re:

STEIN MART, INC.1

STEIN MART BUYING CORP.

STEIN MART HOLDING CORP.,

Debtors.

Chapter 11

Case No. 3:20-bk-2387

Jointly Administered with

Case No. 3:20-bk-2388

Case No. 3:20-bk-2389

GLOBAL NOTES AND STATEMENT OF LIMITATIONS, METHODOLOGY, AND

DISCLAIMERS REGARDING THE DEBTORS’ SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENTS OF FINANCIAL AFFAIRS

Stein Mart Inc. and certain of its affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (the “Debtors”), have filed their respective Schedules of Assets and Liabilities (the “Schedules”) and Statements of Financial Affairs (the “Statements”) in the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”). The Debtors, with the assistance of their legal and financial advisors, prepared the Schedules and Statements in accordance with section 521 of title 11 of the United States Code (the “Bankruptcy Code”) and rule 1007 of the Federal Rules of Bankruptcy Procedure.

Hunt Hawkins has signed each set of the Schedules and Statements. Mr. Hawkins serves as Chief Executive Officer at Debtor Stein Mart, Inc., and he is an authorized signatory for each of the Debtors. In reviewing and signing the Schedules and Statements, Mr. Hawkins has necessarily relied upon the efforts, statements, advice, and representations of personnel of the Debtors and the Debtors’ legal and financial advisors. Given the scale of the Debtors’ business and the hundreds of stores covered by the Schedules and Statements, Mr. Hawkins has not (and could not have) personally verified the accuracy of each such statement and representation, including, but not limited to, statements and representations concerning amounts owed to creditors.

In preparing the Schedules and Statements, the Debtors relied on financial data derived

from their books and records that was available at the time of such preparation. Although the Debtors have made every reasonable effort to ensure the accuracy and completeness of the Schedules and Statements, subsequent information or discovery may result in material changes to

1 The tax identification numbers of the Debtors are as follows: Stein Mart, Inc. 6198; Stein Mart Buying Corp. 1114; and Stein Mart Holding Corp. 0492. The address of the Debtors’ principal offices: 1200 Riverplace Blvd., Jacksonville, FL 32207. The Debtors’ claims agent maintains a website, https://cases.stretto.com/SteinMart, which provides copies of the Debtors’ first day pleadings and other information related to the case.

Case 3:20-bk-02387-JAF Doc 847 Filed 01/14/21 of 25

http://www.flmb.uscourts.gov/

https://cases.stretto.com/SteinMart

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the Schedules and Statements. As a result, inadvertent errors or omissions may exist. Accordingly, the Debtors and their directors, officers, agents, attorneys, and financial advisors do not guarantee or warrant the accuracy or completeness of the data that is provided in the Schedules and Statements and shall not be liable for any loss or injury arising out of, or caused in whole or in part by, the acts, errors, or omissions, whether negligent or otherwise, in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the information contained in the Schedules and Statements.

For the avoidance of doubt, the Debtors and their agents, attorneys, and financial advisors hereby reserve their rights to amend and supplement the Schedules and Statements as may be necessary or appropriate, but expressly do not undertake any obligation to update, modify, revise, or re-categorize the information provided in the Schedules and Statements or to notify any third party should the information be updated, modified, revised, or re-categorized, except as required by applicable law.

In no event shall the Debtors or their directors, officers, agents, attorneys, financial advisors, and restructuring advisors be liable to any third party for any direct, indirect, incidental, consequential, or special damages (including, but not limited to, damages arising from the disallowance of a potential claim against the Debtors or damages to business reputation, lost business, or lost profits), whether foreseeable or not and however caused, even if the Debtors or their directors, officers, agents, attorneys, financial advisors, and restructuring advisors are advised of the possibility of such damages.

Global Notes and Overview of Methodology

1. Description of Cases. On August 12, 2020 (the “Petition Date”), each of the

Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their property as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On August 14, 2020, the Bankruptcy Court entered an order directing procedural consolidation and joint administration of these chapter 11 cases [Docket No. 18]. Notwithstanding the joint administration of the Debtors’ cases for procedural purposes, each Debtor has filed its own Schedules and Statements. The information provided in the Schedules and Statements, except as otherwise noted, is reported as of the Company’s Petition Date.

2. Global Notes Control. These global notes (the “Global Notes”) pertain to and

comprise an integral part of each of the Debtors’ Schedules and Statements and should be referenced in connection with any review thereof. In the event that the Schedules and Statements conflict with the Global Notes, the Global Notes shall control.

3. Reservations and Limitations. Reasonable efforts have been made to prepare and file complete and accurate Schedules and Statements. However, as noted above, inadvertent errors or omissions may exist. The Debtors reserve all rights to amend


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and supplement the Schedules and Statements as may be necessary or appropriate but do not undertake any obligation to do so, except as required by applicable law. Nothing contained in the Schedules and Statements constitutes a waiver of any of the Debtors’ rights or an admission of any kind with respect to these chapter 11 cases, including, but not limited to, any claims against the Debtors, any rights or claims of the Debtors against any third party, or any issues involving substantive consolidation, equitable subordination, or defenses or causes of action arising under the provisions of chapter 5 of the Bankruptcy Code or any other relevant applicable bankruptcy or non-bankruptcy laws to recover assets or avoid transfers. Any specific reservation of rights contained elsewhere in these Global Notes does not limit in any respect the general reservation of rights contained in this paragraph.

(a) No Admission. Nothing contained in the Schedules and Statements or the Global Notes is intended to be or should be construed as an admission or stipulation of the validity of any claim against the Debtors or any assertion made, or a waiver of the Debtors’ rights to dispute any such claim or assert any cause of action or defense against any party.

(b) Recharacterization and Classifications. Notwithstanding that the Debtors have made reasonable efforts to correctly characterize, classify, categorize, or designate certain claims, assets, executory contracts, unexpired leases, and other items reported in the Schedules and Statements, the Debtors nonetheless may have improperly characterized, classified, categorized, or designated certain items. The Debtors thus reserve all rights to recharacterize, reclassify, recategorize, or redesignate items reported in the Schedules and Statements at a later time as is necessary and appropriate.

For the avoidance of doubt, listing (i) a claim on Schedule D as “secured,” (ii) a claim on Schedule E/F as “priority” or “unsecured,” or (iii) a contract on Schedule G as “executory” or “unexpired” does not constitute an admission by the Debtors of the legal rights of the claimant or contract counterparty or a waiver of the Debtors’ rights to recharacterize or reclassify such claim or contract.

(c) Claims Description. Any failure to designate a claim on a given Debtor’s Schedules and Statements as “disputed,” “contingent,” or “unliquidated” does not constitute an admission by such Debtor that such amount is not “disputed,” “contingent,” or “unliquidated.” The Debtors reserve all rights to dispute, or assert offsets or defenses to, any claim reflected on their respective Schedules and Statements on any grounds, including, without limitation, liability or classification, or to otherwise subsequently designate such claims as “disputed,” “contingent,” or “unliquidated” or object to the extent, validity, enforceability, priority, or avoidability of any claim. Moreover, listing a claim does not constitute an admission of liability by the Debtor against which the claim is listed or by any of the Debtors. The Debtors reserve


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all rights to amend their Schedules and Statements as necessary and appropriate, including, but not limited to, with respect to claim description and designation.

(d) Estimates and Assumptions. The preparation of the Schedules and Statements required the Debtors to make reasonable estimates and assumptions with respect to the reported amounts, including, but not limited to, amounts of assets and liabilities, the amount of contingent assets and contingent liabilities on the date of filing the Schedules and Statements, and the reported amounts of revenues and expenses during the applicable reporting periods. Actual results could differ materially from such estimates.

(e) Causes of Action. Despite reasonable efforts, the Debtors may not have identified and/or set forth all of their causes of action (filed or potential) against third parties as assets in their Schedules and Statements, including, without limitation, avoidance actions arising under chapter 5 of the Bankruptcy Code and actions under other relevant bankruptcy and non-bankruptcy laws to recover assets. The Debtors reserve all rights with respect to any causes of action, and nothing in these Global Notes or the Schedules and Statements should be construed as a waiver of any such causes of action.

(f) Intellectual Property Rights. Exclusion of any intellectual property should not be construed as an admission that such intellectual property rights have been abandoned, terminated, or otherwise expired by their terms, or assigned or otherwise transferred pursuant to a sale, acquisition, or other transaction. Conversely, inclusion of certain intellectual property should not be construed as an admission that such intellectual property rights have not been abandoned, terminated, or otherwise expired by their terms, or assigned or otherwise transferred pursuant to a sale, acquisition, or other transaction.

(g) Insiders. In the circumstance where the Schedules and Statements require information regarding “insiders,” the Debtors have included information with respect to the individuals who the Debtors believe may be included in the definition of “insider” set forth in section 101(31) of the Bankruptcy Code during the relevant time periods. Such individuals may no longer serve in such capacities. In the interest of additional disclosure, the Debtors have also included certain individuals who may have officer titles in their responses to Statements, Part 13, Question 28.

The listing of a party as an insider for purposes of the Schedules and Statements is not intended to be, nor should it be, construed an admission of any fact, right, claim, or defense and all such rights, claims, and defenses are hereby expressly reserved. Information regarding the individuals listed as insiders in the Schedules and Statements has been


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included for informational purposes only and such information may not be used for: (1) the purposes of determining (a) control of the Debtors; (b) the extent to which any individual exercised management responsibilities or functions; (c) corporate decision-making authority over the Debtors; or (d) whether such individual could successfully argue that he or she is not an insider under applicable law, including the Bankruptcy Code and federal securities laws, or with respect to any theories of liability or (2) any other purpose.

4. Methodology.

(a) Basis of Presentation. The Schedules and Statements do not purport to represent financial statements prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) nor are they intended to be fully reconciled to the financial statements of each Debtor. The Schedules and Statements contain unaudited information that is subject to further review and potential adjustment. The Schedules and Statements reflect the Debtors’ reasonable efforts to report the assets and liabilities of each Debtor on an unconsolidated basis.

(b) Confidential Information. There may be instances in the Schedules and Statements where the Debtors deemed it necessary and appropriate to redact from the public record information such as names, addresses, or amounts. Typically, the Debtors have used this approach because of an agreement between the Debtors and a third party, local restrictions on disclosure, concerns of confidentiality and protection of sensitive commercial information, or concerns for the privacy of an individual.

(c) Duplication. Certain of the Debtors’ assets, liabilities, and prepetition payments may properly be disclosed in response to multiple parts of the Statements and Schedules. To the extent these disclosures would be duplicative, the Debtors have determined to only list such assets, liabilities, and prepetition payments once.

(d) Net Book Value. In certain instances, current market valuations for individual items of property and other assets are neither maintained by, nor readily available to, the Debtors. Accordingly, unless otherwise indicated, the Debtors’ Schedules and Statements reflect net book values as of the Petition Date. Market values may vary—at some times materially—from net book values. The Debtors believe that it would be an inefficient use of estate assets for the Debtors to obtain the current market values of their property and other assets. Accordingly, the Debtors have indicated in the Schedules and Statements that the values of certain assets and liabilities are undetermined. Also, assets that have been fully depreciated or that were expensed for accounting purposes either do not appear in these Schedules


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and Statements or are listed with a zero-dollar value, as such assets have no net book value. The omission of an asset from the Schedules and Statements does not constitute a representation regarding the ownership of such asset and any such omission does not constitute a waiver of any rights of the Debtors with respect to such asset.

(e) Property and Equipment. Unless otherwise indicated, owned property and equipment are valued at net book value. The Debtors may lease furniture, fixtures, and equipment from certain third-party lessors. To the extent possible, any such leases are listed in the Schedules and Statements. Nothing in the Schedules and Statements is, or should be construed as, an admission as to the determination of the legal status of any lease (including whether any lease is a true lease or a financing arrangement), and the Debtors reserve all rights with respect thereto.

(f) Allocation of Liabilities. The Debtors allocated liabilities between the prepetition and postpetition periods based on the information and research conducted in connection with the preparation of the Schedules and Statements. As additional information becomes available and further research is conducted, the allocation of liabilities between the prepetition and postpetition periods may change.

(g) Undetermined Amounts. The description of an amount as “undetermined” is not intended to reflect upon the materiality of such amount.

(h) Unliquidated Amounts. Amounts that could not be fairly quantified by the Debtors are scheduled as “unliquidated.”

(i) Totals. All totals that are included in the Schedules and Statements represent totals of all known amounts. To the extent there are unknown or undetermined amounts, the actual total may be different than the listed total.

(j) Paid Claims. Pursuant to certain orders of the Bankruptcy Court entered in the Debtors’ chapter 11 cases entered on or about August 14, 2020 (collectively, the “First Day Orders”), the Debtors were authorized (but not directed) to pay, among other things, certain prepetition claims of employees, lienholders, customer credits/refunds, claimants under section 503(b)(9) of the Bankruptcy Code, and taxing authorities. Accordingly, certain liabilities may have been or may be satisfied in accordance with such orders. Regardless of whether such claims are listed in the Schedules and Statements, to the extent such claims are paid pursuant to an order of the Bankruptcy Court (including the First Day Orders), the Debtors reserve all rights to amend or supplement their Schedules and Statements, as is necessary and appropriate to avoid overpayment or duplicate payment for such liabilities.


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(k) Credits and Adjustments. The claims of individual creditors for, among other things, goods, products, services, or taxes are listed as the amounts entered on the Debtors’ books and records and may either (a) not reflect credits, allowances, or other adjustments due from such creditors to the Debtors or (b) be net of accrued credits, allowances, or other adjustments that are actually owed by a creditor to the Debtors on a postpetition basis on account of such credits, allowances, or other adjustments earned from prepetition payments and critical vendor payments, if applicable. The Debtors reserve all of their rights with regard to such credits, allowances, or other adjustments, including, but not limited to, the right to modify the Schedules, assert claims objections and/or setoffs with respect to the same, or apply such allowances in the ordinary course of business on a postpetition basis.

(l) Intercompany Claims. Receivables and payables among and between the Debtors and (i) other Debtors or (ii) their non-Debtor affiliates are reported on Statement 4, Schedule A/B, and Schedule E/F, respectively, per the Debtors’ books and records. The listing of any amounts with respect to such receivables and payables is not, and should not be construed as, an admission of the characterization of such balances as debt, equity, or otherwise. For the avoidance of doubt, the Debtors reserve all rights, claims, and defenses in connection with any and all intercompany receivables and payables, including, but not limited to, with respect to the characterization of intercompany claims, loans, and notes.

(m) Guarantees and Other Secondary Liability Claims. The Debtors have exercised reasonable efforts to locate and identify guarantees in their executory contracts, unexpired leases, secured financings, and other such agreements. Where guarantees have been identified, they have been included in the relevant Schedules G and H for the affected Debtor(s). The Debtors may have inadvertently omitted guarantees embedded in their contractual agreements and may identify additional guarantees as they continue to review their books and records and contractual agreements. The Debtors reserve their rights, but are not required, to amend the Schedules and Statements if additional guarantees are identified.

(n) Excluded Assets and Liabilities. The Debtors may have excluded certain categories of assets and liabilities from the Schedules and Statements, including, but not limited to: certain deferred charges, accounts, or reserves recorded only for purposes of complying with the requirements of GAAP; deferred tax assets and liabilities; goodwill and other intangibles; deferred revenue accounts; and certain accrued liabilities including, but not limited to, accrued salaries and employee benefits. Other immaterial assets and liabilities may also have been excluded.

(o) Liens. The inventories, property, and equipment listed in the Schedules and Statements are presented without consideration of any liens.


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(p) Currency. All amounts are reflected in U.S. dollars.

(q) Setoffs. The Debtors routinely incur setoffs and net payments in the ordinary course of business. Such setoffs and nettings may occur due to a variety of transactions or disputes, including, but not limited to, intercompany transactions, counterparty settlements, pricing discrepancies, rebates, returns, warranties, refunds, and negotiations and/or disputes between Debtors and their customers and/or suppliers. These normal, ordinary course setoffs and nettings are common to the retail industry. Due to the voluminous nature of setoffs and nettings, it would be unduly burdensome and costly for the Debtors to list each such transaction. Therefore, although such setoffs and other similar rights may have been accounted for when scheduling certain amounts, these ordinary course setoffs are not independently accounted for and, as such, are or may be excluded from the Debtors’ Schedules and Statements. In addition, some amounts listed in the Schedules and Statements may have been affected by setoffs or nettings by third parties of which the Debtors are not yet aware. The Debtors reserve all rights to challenge any setoff and/or recoupment rights that may be asserted.

5. Specific Schedules Disclosures.

(a) Schedule A/B, Parts 1 and 2 – Cash and Cash Equivalents; Deposits and Prepayments. Details with respect to the Debtors’ cash management system and bank accounts are provided in the Debtors’ Motion to Allow Interim and Final Orders Approving Cash Management System and Authorizing Debtors to Continue Using Existing Bank accounts and Business Forms and to Continue Intercompany Transactions [Docket 14]. A full schedule of the Debtors’ bank accounts is included in the Cash Management Motion. The Debtors’ cash balances are listed as of the Petition Date. The balances include cash at the stores on the Petition Date.

(b) Schedule A/B, Part 5 – Inventory, excluding agriculture assets. For Question 22, Other inventory or supplies, the debtor does not track bag or supply inventory, therefore an estimate of $4,000 per store is presented in the schedule.

(c) Schedule A/B, Part 7 – Office Furniture, Fixtures, and Equipment; and Collectibles. Dollar amounts are presented net of accumulated depreciation and other adjustments. For Question 42, Collectibles, the current value is reported using a 1999 Appraisal.

(d) Schedule A/B, Part 8, 47.1 – Machinery, equipment, and vehicles. The value of the vehicle is based on a Kelly Blue Book valuation with the vehicle rated in good condition.


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(e) Schedule A/B, Part 11 – All Other Assets. Dollar amounts are presented net of impairments and other adjustments.

Additionally, the Debtors may receive refunds for sales and use tax at various times throughout their fiscal year. As of the Petition Date, however, certain of these amounts are unknown to the Debtors and, accordingly, may not be listed on Schedule A/B.

(f) Other Contingent and Unliquidated Claims or Causes of Action of Every Nature, including Counterclaims of the Debtor and Rights to Setoff Claims. In the ordinary course of business, the Debtors may have accrued, or may subsequently accrue, certain rights to counter-claims, cross-claims, setoffs, refunds with their customers and suppliers, or potential warranty claims against their suppliers. Additionally, certain of the Debtors may be party to pending litigation in which the Debtors have asserted, or may assert, claims as a plaintiff or counter-claims and/or cross-claims as a defendant. Because certain of these claims are unknown to the Debtors and not quantifiable as of the Petition Date, they may not be listed on Schedule A/B, Part 11.

(g) Interests in Insurance Policies or Annuities. A list of the Debtors’ insurance policies and related information is available in the Debtors’ Motion, Motion to Allow and Maintain, Renew, and Continue Insurance Policies and Programs and Honor All Insurance Obligations [Docket No. 31]. To the extent an insurance policy is determined to have value, it will be included in Schedule A/B.

(h) Executory Contracts and Unexpired Leases. Because of the large number of the Debtors’ executory contracts and unexpired leases, as well as the size and scope of such documents, the Debtors have not attached such agreements to Schedule A/B. Instead, the Debtors have only listed such agreements on Schedule G.

(i) Schedule D – Creditors Who Have Claims Secured by Property. Except as otherwise agreed pursuant to a stipulation or order entered by the Bankruptcy Court, the Debtors reserve their rights to dispute or challenge the validity, perfection, or immunity from avoidance of any lien purported to be granted or perfected in any specific asset to a secured creditor listed on Schedule D. Moreover, although the Debtors have scheduled claims of various creditors as secured claims, the Debtors reserve all rights to dispute or challenge the secured nature of any such creditor’s claim or the characterization of the structure of any such transaction or any document or instrument related to such creditor’s claim.

The descriptions provided in Schedule D are intended only to be a


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summary. Reference to the applicable agreements and other related relevant documents is necessary for a complete description of the collateral and to determine the nature, extent, and priority of any liens. In certain instances, a Debtor may be a co-obligor, co-mortgagor, or guarantor with respect to scheduled claims of other Debtors and no claim set forth on Schedule D of any Debtor is intended to acknowledge claims of creditors that are otherwise satisfied or discharged by other entities.

The Debtors have not included on Schedule D parties that may believe their claims are secured through setoff rights. Although there are multiple parties that hold a portion of the debt included in the secured facilities, only the administrative agents have been listed for purposes of Schedule D.

Included in Schedule D are items for consigned goods or leased department goods which may or may not be property of the Debtor’s estate.

(j) Schedule E/F – Creditors Who Have Unsecured Claims.

Part 1 - Creditors with Priority Unsecured Claims. Pursuant to the Order (I) Authorizing the Payment of Certain Prepetition Taxes and Fees [Docket No. 100] (the “Taxes Order”), the Debtors have been granted the authority to pay, in their discretion, certain tax liabilities that accrued prepetition. Accordingly, any unsecured priority claims based upon prepetition tax accruals that have been paid pursuant to the Taxes Order are not listed in Schedule E. The Unpaid tax accruals and certain estimated taxes are however listed in Schedule E.

Furthermore, pursuant to the Final Order (I) Authorizing, but not Directing, the Debtors to (I) Pay Certain Pre-Petition Wages and Reimbursable Employee Expenses, (II) Pay and Honor Employee Medical and Other Benefits, and (III) Continue Employee Benefits Programs, and For Related Relief [Docket No. 104] (the “Wages Order”) the Debtors received final authority to pay certain prepetition obligations, including to pay employee wages and other employee benefits, in the ordinary course of business. The Debtors have not scheduled amounts which have been or will be paid pursuant to the Wages Order. Claims arising from services rendered within 180 days before the date of the filing of the petition date and that are up to the statutory cap of $13,650, including claims arising from a deferred compensation plan, are included on Schedule E.

The listing of a claim on Schedule E/F, Part 1, does not constitute an admission by the Debtors that such claim or any portion thereof is


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entitled to priority status.

Amended Schedule E/F – Former Employee Claims

The Debtors have included potential claims of certain former employees under the Worker Adjustment and Retraining Notification Act (codified at 29 U.S.C. § § 2101-2109, the “WARN Act”), which in some cases requires “employers” to give 60 calendar days’ advance written notice of any “plant closing” or “mass layoff.” If triggered, the 60-day notice must be given the affected workers or their representatives (such as a labor union), the State dislocated workers unit, and the appropriate unit of local government. Failure to give the required notice results in employer’s liability to each employee who suffers an employment loss for (a) back pay for each day of violation (at either the employee’s final regular rate or his/her average regular rate during the last 3 years, whichever is higher) net of any wages, any other voluntary and unconditional payments, and any payments to a third party for the benefit of the employee (such as health benefit premiums), to the extent paid by the employer for that violation period, plus (b) benefits under any employee benefit plan. Several potential defenses to WARN Act liability may be available to the Debtors, including the “faltering company” exception, the “unforeseen business circumstances” exception and the “liquidating fiduciary” exception. The Debtors have included potential WARN Act claims on Schedule E up to the statutory cap for certain employees. Certain employees may have claims for services rendered within 180 days before the date of the filing of the petition date, arising from a deferred compensation plan, and/or arising under potential claims under the WARN Act. Where a claimant’s claim exceeds the statutory cap of $13,650, the balance of such claim has been scheduled on Schedule F. The Debtors initially scheduled these claims as disputed, unliquidated, and/or contingent. The Debtors are amending their schedules to remove the disputed, unliquidated and/or contingent designation so that those employees who failed to file a proof of claim are not prejudiced in the assertion of such claims. By amending their schedules, the Debtors reserve all defenses and arguments regarding these claims and amendment of the schedules does not constitute an admission as to the validity of such claims, an admission of priority, or a waiver of any of the Debtors defenses. The Debtors presently contemplate addressing and compromising these WARN Act Claims in the Plan of Liquidation.

Part 2 - Creditors with Nonpriority Unsecured Claims. The liabilities identified in Schedule E/F, Part 2, are derived from the Debtors’ books and records. The Debtors made a reasonable attempt


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to set forth their unsecured obligations, although the actual amount of claims against the Debtors may vary from those liabilities represented on Schedule E/F, Part 2. The listed liabilities may not reflect the correct amount of any unsecured creditor’s allowed claims or the correct amount of all unsecured claims.

The Debtors generally allocate individual liabilities to particular Debtors. However, in certain cases, it would be a time-consuming and inefficient use of estate resources, or impracticable, to assign a given liability to a particular Debtor based on a contractual obligation. Instead, the Schedules reflect the liability based on the Debtors’ books and records.

Schedule E/F, Part 2 contains information regarding pending litigation involving the Debtors. The amounts for these potential claims are listed as “undetermined” and are marked as contingent, unliquidated, and disputed in the Schedules and Statements.

Schedule E/F, Part 2, reflects certain prepetition amounts owing to counterparties to executory contracts and unexpired leases. Such prepetition amounts, however, may be paid in connection with the assumption or assumption and assignment of an executory contract or unexpired lease. In addition, Schedule E/F, Part 2, does not include claims that may arise in connection with the rejection of any executory contracts or unexpired leases, if any, that may or have been be rejected in these chapter 11 cases.

In many cases, the claims listed on Schedule E/F, Part 2, arose, accrued, or were incurred on various dates or on a date or dates that are unknown to the Debtors or are subject to dispute. Where the determination of the date on which a claim arose, accrued, or was incurred would be unduly burdensome and costly to the Debtors’ estates, the Debtors have not listed a specific date or dates for such claim.

As of the time of filing of the Schedules and Statements, the Debtors had not received all invoices for payables, expenses, and other liabilities that may have accrued prior to the Petition Date. Accordingly, the information contained in Schedules D and E/F may be incomplete. The Debtors reserve their rights to, but undertake no obligations to, amend Schedules D and E/F if and as they receive such invoices.

The parties included in the Amended Schedule E/F, Part 2 are those alleged to have had their data accessed and/or captured by unauthorized users at different periods of time between December 28, 2017 and July 9, 2018: May 19, June 1, June 5, and July 8-9 2018


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pursuant to the allegation in the class action complaint Ande Kyles, et al v. Stein Mart, Inc., et al., Case No. 19-cv-00483 filed in the United States District Court for the District of Delaware. The Debtors have listed the date of occurrence as the earliest date alleged in the complaint. The Debtors dispute all such allegations.

(k) Schedule G – Executory Contracts and Unexpired Leases. While reasonable efforts have been made to ensure the accuracy of Schedule G, inadvertent errors or omissions may have occurred.

Listing a contract or agreement on Schedule G does not constitute an admission that such contract or agreement is an executory contract or unexpired lease or that such contract or agreement was in effect on the Petition Date or is valid or enforceable. The Debtors hereby reserve all of their rights to dispute the validity, status, or enforceability of any contracts, agreements, or leases set forth in Schedule G and to amend or supplement such Schedule as necessary. Certain of the leases and contracts listed on Schedule G may contain renewal options, guarantees of payment, indemnifications, options to purchase, rights of first refusal, and other miscellaneous rights. Such rights, powers, duties, and obligations are not set forth separately on Schedule G. In addition, the Debtors may have entered into various other types of agreements in the ordinary course of their business, such as supplemental agreements and letter agreement, which documents may not be set forth in Schedule G.

The Debtors reserve all rights to dispute or challenge the characterization of any transaction or any document or instrument related to a creditor’s claim.

In some cases, the same supplier or provider may appear multiple times in Schedule G. Multiple listings, if any, reflect distinct agreements between the applicable Debtor and such supplier or provider.

The listing of any contract on Schedule G does not constitute an admission by the Debtors as to the validity of any such contract. The Debtors reserve the right to dispute the effectiveness of any such contract listed on Schedule G or to amend Schedule G at any time to remove any contract.

Omission of a contract or agreement from Schedule G does not constitute an admission that such omitted contract or agreement is not an executory contract or unexpired lease. The Debtors’ rights under the Bankruptcy Code with respect to any such omitted contracts or agreements are not impaired by the omission.


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Certain Debtors are guarantors and parties to guaranty agreements regarding the Debtors’ prepetition credit facility. The guaranty obligations arising under these agreements are reflected on Schedules D and F only.

(l) Schedule H – Co-Debtors. In the ordinary course of their business, the Debtors pay certain expenses on behalf of their subsidiaries. For purposes of Schedule H, the Debtors may not have identified certain guarantees that are embedded in the Debtors’ executory contracts, unexpired leases, secured financings, debt instruments, and other agreements. Further, certain of the guarantees reflected on Schedule H may have expired or may no longer be enforceable. Thus, the Debtors reserve their rights to amend Schedule H to the extent that additional guarantees are identified or such guarantees are discovered to have expired or become unenforceable.

The Debtors have not listed any litigation-related Co-Debtors on Schedule H. Instead, all such listings can be found on the Debtors’ Schedule E/F.

6. Specific Statement Disclosures.

(a) Statements, Part 2, Questions 3 and 4 – Payments to Certain Creditors. Prior to the Petition Date, the Debtors maintained a centralized cash management system through which certain Debtors made payments on behalf of certain Debtor affiliates and certain non-debtor affiliates, as further explained in the Cash Management Motion. Consequently, all payments to creditors and insiders listed in response to Questions 3 and 4 on each of the Debtors’ Statements reflect payments made by Stein Mart, Inc. or one of its Debtor affiliates from operating bank accounts (the “Operating Accounts”), on behalf of the corresponding Debtor, pursuant to the Debtors’ cash management system described in the Cash Management Motion. To the extent: (i) a person qualified as an “insider” in the year prior to the Petition Date, but later resigned their insider status; or (ii) did not begin the year as an insider, but later became an insider, the Debtors have only listed those payments made while such person was defined as an insider in Statements, Part 2, Question 4. In response to the 2020 Covid-19 crisis, the Debtors implemented a pay cut for all of their employees. Eventually, some employees pay returned to normal but for company Directors and Executives the cut remained in place. To compensate the employees and to ensure the key personnel were kept in place, a retention bonus program was implemented in June 2020. In return for the bonus, the employees are required to stay on with the company through the end of 2020. These retention bonuses are shown in Statements, Part 2, Question 3.


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(b) Statements, Part 2, Question 5 – Repossessions, foreclosures, and returns. In the ordinary course of business, returns are part of the Debtors’ operations. This includes returns to vendors. Because of the volume of returns on behalf of customers, these returns have not been included in Part 2, Question 5.

(c) Statements, Part 2, Question 6 – Setoffs. On or about April 2020, Stein Mart experienced an Event of Default, as defined in that certain Second Amended and Restated Credit Agreement by and Among Wells Fargo Bank, National Association (“Wells Fargo”) and Stein Mart, Inc., Stein Mart Buying Corp., dated as of February 3, 2015, (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”). On June 11, 2020, Stein Mart and Wells Fargo entered into the Amendment No. 5 to Second Amended and Restated Credit Agreement and Waiver (the “Fifth Amendment”). Pursuant to the Credit Agreement and the Fifth Amendment, Wells Fargo began sweeping excess cash out of the Stein Mart, Inc. New Master Depository Account ending in 9109 (the “Master Depository Account”). Prior to June 11, 2020, Stein Mart would transfer excess funds pursuant to the Credit Agreement. Following June 11, 2020, Wells Fargo would initiate transfers of excess funds from the Master Depository Account. For a discussion of setoffs and nettings incurred by the Debtors, refer to paragraph 4(q) of these Global Notes.

(d) Statements, Part 5, Question 10 – Certain Losses. Given the scale of the Debtors’ store footprint, certain losses cannot be tracked by the Debtors with complete accuracy and, accordingly, such losses are listed on the Debtors’ Statements based on general ledger accounts that capture items such as theft, inventory shrink, and property damage. Additionally, the Debtors only account for general recoveries of such losses, with this general amount being the recovery listed in the Statements for the one year immediately prior to the Petition Date.

(a) Statements, Part 6, Question 11 - Payments or transfers related to debtor counseling or bankruptcy made within 1 year preceding commencement of this case. The Debtors record fee and expense obligations to restructuring professionals in the books and records of the specific entity to which the invoice is addressed rather than the entity or entities that the restructuring professionals spent most of their time engaged to assist during the applicable time period. The Debtors note that these payments benefit all of the Debtors, however, the payments are only reflected in the statement of financial affairs for Stein Mart, Inc. as the party making the payments.

(e) Statements, Part 6, Question 13 – Transfers not Already Listed on Statements. In the ordinary course of their business, the Debtors often close or remodel store locations and, in the process of doing so, may abandon, dispose


16 4810-5840-6601.6

of, or sell certain fixtures possessing little to no economic value. Given the frequency of such dispositions and the difficulty in accounting for them, the Debtors have not listed such transfers in their Statements. Stein Mart sold 98% of its class action claim in the matter 7-Eleven, Inc. v. Visa, Inc., Case No. 13-cv-05746.

(f) Statements, Part 10, Question 20 – Off-premises storage. The Debtors have

not disclosed a response to this question (1) inventory for sale held in mini-storage units rented by the Debtors from time to time to store excess inventory in the ordinary course of business or (2) any owned in-transit inventory. Collection of this specific information would be time-consuming and an inefficient use of estates resources. Further, such inventory is accounted for on the Debtors’ Schedule of Assets. In addition, the Debtors believe that these excluded items are not responsive to the intent of the question.

(g) Part 11, Question 21 – Property held for another. In the ordinary course of business, the Debtors’ retail locations contain various assets that may be owned by others including, but not limited to, copy machines, vending equipment, and amusement games. In addition, in the ordinary course of business, certain stores contain inventory owned by others which is sold in the stores, including, but not limited to, shoes and fragrances. The Debtors are not responsible for such inventory and certain property subject to such arrangements may not be included in the Debtors’ response to SOFA 21. Additionally, the Debtors may utilize leased property in their ordinary course of business. Therefore, the Debtors may hold property subject to leases listed in Schedule G. The Debtors reserve all rights with respect to consigned or leased department goods identified in Question 21, including the classification and categorization thereof. Disclosure of the consigned or leased department goods in the Statements, Part 11, Question 21 does not constitute any admission by the Debtors that such funds constitute property held for another.

(h) Statements, Part 13, Question 26 – Books, Records, and Financial Statements. The Debtors provide certain parties, such as banks, auditors, potential investors, vendors, and financial advisors, with financial statements that may not be part of a public filing. The Debtors believe that they have provided a complete list disclosing recipients of a financial statements within 2 years before the filing of these cases; however, the Debtors may have inadvertently omitted a recipient.

(i) Statements, Part 13, Question 28 – Current Partners, Officers, Directors, and Shareholders. The Debtors have not provided a full list of shareholders due to the voluminous amount of shareholders.

(j) Statements, Part 13, Question 30 – Payments, Distributions, or Withdrawals Credited or Given to Insiders. Distributions by the Debtors to


17 4810-5840-6601.6

their directors and officers are listed on the attachment to Questions 3 and 4. Certain directors and executive officers of the Company are also directors and executive officers of certain of the Company’s Debtor and non-Debtor affiliates. To the extent payments to such individuals are not listed in the response to Questions 3 and 4 on the Statements for such Debtor affiliates, they did not receive payment for their services as directors or executive officers directly from these entities. Certain of the Debtors’ directors and executive officers received distributions net of tax withholdings in the year preceding the Petition Date. The amounts listed under Questions 3 and 4 reflect the net amounts paid to such directors and executive officers.


6. Does the debtor have any deposits or prepayments?

No. Go to Part 3.

Yes. Fill in the information below.

Current value of debtor’s interest

7. Deposits, including security deposits and utility deposits Description, including name of holder of deposit

See "Amended Schedule A/B 7 Attachment"7.1 $1,543,290.06

8. Prepayments, including prepayments on executory contracts, leases, insurance, taxes, and rent Description, including name of holder of prepayment

8.1 $0.00

9. Total of Part 2

Add lines 7 through 8. Copy the total to line 81. $1,543,290.06

10. Does the debtor have any accounts receivable?

No. Go to Part 4.

Yes. Fill in the information below.

Current value of debtor’s interest

11. Accounts receivable

11a. 90 days old orless:

face amount

—

doubtful or uncollectible accounts

= ........

11b. Over 90 days old:

face amount

—

doubtful or uncollectible accounts

= ........

12. Total of Part 3

Current value on lines 11a + 11b = line 12. Copy the total to line 82. $0.00

Part 2: Deposits and prepayments

Part 3: Accounts receivable

Debtor Stein Mart, Inc.________________________________________________________Name

Case number (if known)20-02387________________________________________


AMENDED SCHEDULE A/B 7 ATTACHMENT

Deposits, including security deposits and utility deposits

Description, including name of holder of deposit Current Value

Utility Deposit - Alagasco $5,600.00

Utility Deposit - Arizona Public Service Co $20,420.00





Utility Deposit - Birmingham Water $1,500.00

Utility Deposit - City of Clearwater $1,232.00

Utility Deposit - City of Daytona Beach $1,440.00

Utility Deposit - City of McKinney $500.00

Utility Deposit - City of Tallahassee $3,226.51

Utility Deposit - Cumberland Electric $3,000.00

Settlement Reserve - Discover $100,000.00 (Added)

Utility Deposit - Dominion Energy $7,296.00












Utility Deposit - Duke Energy $6,368.00






















Utility Deposit - Electric Power Board $10,000.00

Utility Deposit - Entergy $10,020.00




Utility Deposit - Entergy Arkansas $5,735.00

Utility Deposit - Entergy Mississippi $6,650.00

In re: Stein Mart, Inc.

Case No. 20-02387 Page 1 of 3


Jamilla.Dennis

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Utility Deposit - Entergy Mississippi $14,900.00

Utility Deposit - FPL $9,459.00





















Utility Deposit - Georgia Power Company $11,980.00








Utility Deposit - Grand Strand Water $640.00

Utility Deposit - Gulf Power $9,600.00

Utility Deposit - Huntsville Utilities $5,400.00

Utility Deposit - Huntsville Utilities $22,000.00

Utility Deposit - Jackson Energy Authority $6,369.28

Utility Deposit - Kentucky Utilities $1,800.00

Utility Deposit - Knoxville Utilities $2,500.00

Utility Deposit - Murfreesboro Electric $9,000.00

Utility Deposit - National Fuel $1,490.00

Utility Deposit - North Little Rock $3,000.00

Utility Deposit - OhioEdison $2,545.00

Utility Deposit - Orlando Utilities Commission $7,000.00

Utility Deposit - Pearl River Valley $2,500.00

Utility Deposit - PG&E $31,801.00



Utility Deposit - PG&E $623.00




Utility Deposit - Progress Energy Florida $11,360.00







Jamilla.Dennis

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Utility Deposit - Salt River Project Electric $14,400.00



Utility Deposit - Santee Cooper $3,000.00

Utility Deposit - SC&G $12,365.00




Utility Deposit - SC&G $425.00

Utility Deposit - SE Alabama Gas District $1,200.00

Utility Deposit - Southern California Edison $195,000.00

Utility Deposit - Tampa Electric Company $9,655.00



Utility Deposit - Town of Lady Lake $2,125.00

Utility Deposit - Tucson Electric Power $23,965.00

Utility Deposit - Vogel Family Properties $42,000.00

Workers' Comp Loss Deposit - Travelers $69,933.00

TOTAL: $1,543,290.06




Jamilla.Dennis

Rectangle

Check if this is an

amended filing

Official Form 206E/F

Schedule E/F: Creditors Who Have Unsecured Claims

Be as complete and accurate as possible. Use Part 1 for creditors with PRIORITY unsecured claims and Part 2 for creditors with NONPRIORITY unsecured claims. List

the other party to any executory contracts or unexpired leases that could result in a claim. Also list executory contracts on Schedule A/B: Assets - Real and Personal

Property (Official Form 206A/B) and on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G). Number the entries in Parts 1 and 2 in the boxes

on the left. If more space is needed for Part 1 or Part 2, fill out and attach the Additional Page of that Part included in this form.

Part 2: List All Creditors with NONPRIORITY Unsecured Claims

3. List in alphabetical order all of the creditors with nonpriority unsecured claims. If the debtor has more than 6 creditors with nonpriority unsecured claims, fill out and attach the

Additional Page of Part 2.

3.1

Kathleen M. Jeary and Michael Jeary

c/o D'arcy Johnson Day, P.C.

Attn: Donald J. Grasso

3120 Fire Rd., Suite 100

Egg Harbor Twp, NJ 08234

Date or dates debt was incurred

Unknown

As of the petition filing date, the claim is:

Check all that apply.

Contingent

Unliquidated

Disputed

Basis for the claim:

Litigation

Is the claim subject to offset?

No

Yes

Unknown

This form only includes one new addition to the filed schedules. For the remainder of Schedule E/F see Schedules filed on 9/9/2020 [Docket No. 319], Amended

Schedules filed on 9/29/2020 [Docket No. 461], Second Amended Schedules filed on 10/09/2020 [Docket No. 515] and Third Amended Schedules filed on 11/03/2020

[Docket No. 666].

Amount of claim

Fill in this information to identify the case:

Debtor name: Stein Mart, Inc.

United States Bankruptcy Court for the: Middle District of Florida

Case number: 20-02387





Case number: 20-02387Check if this is anamended �ling

O�cial Form 206GSchedule G: Executory Contracts and Unexpired Leases

Be as complete and accurate as possible. If more space is needed, copy and attach the additional page, numbering the entries consecutively.

1. Does the debtor have any executory contracts or unexpired leases?

No. Check this box and �le this form with the court with the debtor’s other schedules. There is nothing else to report on this form.

Yes. Fill in all of the information below even if the contracts or leases are listed on Schedule A/B: Assets - Real and Personal Property (O�cial Form 206A/B).

2. List all contracts and unexpired leases State the name and mailing address for all other parties with whom the debtorhas an executory contract or unexpired lease

State what the contractor lease is for and thenature of the debtor’sinterest

2.1 See "Amended Schedule G Attachment"

State the termremainingList the contract numberof any governmentcontract

Schedule G: Executory Contracts and Unexpired Leases


AMENDED SCHEDULE G ATTACHMENT

Executory Contracts and Unexpired Leases

ID Description of Contract or Lease

Remainder of

Term (Days) Notice Party's Name Address 1 Address 2 City State ZIP

2.1 All contracts and agreements Unknown ACOM Solutions 2850 E. 29th St. Long Beach CA 90806

2.2 All contracts and agreements Unknown ARCTOOLS 7 North Mill Street Hopkinton MA 01748

2.3 ATT Flexware Router Unknown AT&T PO Box 5019 Carol Stream IL 60197-5019

2.4 Ashburn Bandwidth Unknown AT&T PO Box 5019 Carol Stream IL 60197-5019

2.5 Master Agreement Unknown AT&T Corp. 301 W Bay St. 19KK2 Jacksonville FL 32202

2.6 Store and corporate cell phones and ipads Unknown AT&T Mobility PO Box 6463 Carol Stream IL 60197-6463

2.7

Amendment No. 4 to Corporate Digital Advantage

Agreement Unknown AT&T Mobility National Accounts, LLC10375 Centurion Parkway N. Jacksonville FL 32256

2.8

All contracts and agreements, including the

Management Services Unknown Auditmacs 1301 Riverplace Blvd., Suite 2529 Jacksonville FL 32207

2.9

All contracts and agreements, including the Service

Agreement Unknown Cass Information Systems PO Box 17617 St. Louis MO 63178

2.10 COBRA Administrative Services Agreement, Unknown Discovery Benefits LLC 4321 20th Ave S Fargo ND 58103

2.11 Software License Agreement Unknown Harbinger Corporation 1000 Burnett Ave. Concord CA 94520

2.12 All contracts and agreements Unknown HelpSystems LLC 6455 City West Parkway Eden Prairie MN 55344

2.13 All contracts and agreements, including the Unknown Infocepts 1750 Tysons Blvd, Suite 1500 McLean VA 22102

2.14 All contracts and agreements, including the Master Unknown Infogain 485 Alberto Way Los Gatos CA 95032

2.15 All contracts and agreements Unknown Infor (US), Inc. NW 7418 PO Box 1450 Minneapolis MN 55485

2.16 All contracts and agreements Unknown Kronos 900 Chelmsford Street Lowell MA 01851

2.17

All contracts and agreements, including the Cloud

Services Agreement Unknown Oracle 500 Oracle Parkway Redwood Shores CA 94065

2.18 All contracts and agreements Unknown PkWare 201 E. Pittsburgh Ave., Ste. 400 Milwaukee WI 53204

2.19 All contracts and agreements Unknown Prodata 2809 S. 160th St., Ste. 401 Omaha NE 68130

2.20 All contracts and agreements Unknown Quadient Leasing 478 Wheelers Farms Rd Milford 6461

2.21 Master Services Agreement Unknown Rimini Street Inc. 3993 Howard Hughes Parkway Suite 500 Las Vegas NV 89169

2.22

Statement of Work No. 1 – J.D. Edwards Support

Services Unknown Rimini Street Inc. 3993 Howard Hughes Parkway Suite 500 Las Vegas NV 89169

2.23 All contracts and agreements Unknown Rocket 77 Fourth Ave., Ste. 100 Waltham MA 02451

2.24 All contracts and agreements, including the Services Unknown Store Value Solutions (SVS) 101 Bullitt Lane, Suite 305 Louisville KY 40222

2.25 All contracts and agreements Unknown TAA Tools 2660 Superior Drive NW Ste. 101 Rochester MN 55901

2.26

All contracts and agreements, including the

Professional Services Agreement Unknown Trintech 15851 Dallas Parkway, Suite 900 Addison TX 75001

2.27 All contracts and agreements, including the Unknown Vantiv 8500 Governors Hill Drive Symmes Township OH 45249







Case number: 20-02387Check if this is anamended �ling

O�cial Form 202Declaration Under Penalty of Perjury for Non-Individual Debtors

An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules ofassets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form muststate the individual’s position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011.

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with abankruptcy case can result in �nes up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

I am the president, another o�cer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as arepresentative of the debtor in this case. I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:

Schedule A/B: Assets–Real and Personal Property (O�cial Form 206A/B)

Schedule D: Creditors Who Have Claims Secured by Property (O�cial Form 206D)

Schedule E/F: Creditors Who Have Unsecured Claims (O�cial Form 206E/F)

Schedule G: Executory Contracts and Unexpired Leases (O�cial Form 206G)

Schedule H: Codebtors (O�cial Form 206H)

Summary of Assets and Liabilities for Non-Individuals (O�cial Form 206Sum)

Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders (O�cial Form 204)

Amended Schedule Schedule A/B 7: Deposits, including security depositsand utility deposits, Schedule E/F: Creditors WhoHave Unsecured Claims (O�cial Form 206E/F) andSchedule G: Executory Contracts and UnexpiredLeases (O�cial Form 206G)

Other document that requires a

declaration

I declare under penalty of perjury that the foregoing is true and correct.

Executed on

1/14/2021

Signature of individual signing on behalf of debtorHunt Hawkins

Printed nameChief Executive O�cer

Position or relationship to debtor

/s/ Hunt Hawkins


global notes and statement of limitations, …

Documents