IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

GYMBOREE GROUP, INC., et al.,

1

) Case No. 19-30258 (KLP)

)

Debtors. ) (Jointly Administered)

)

SCHEDULE OF ASSETS AND LIABILITIES FOR

GYMBOREE HOLDING CORPORATION

CASE NO. 19-30257 (KLP)

 

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: 

Gymboree Group, Inc. (6587); Gymboree Intermediate Corporation (1473); Gymboree Holding Corporation 

(0315); Gymboree Wholesale, Inc. (6588); Gym-Mark, Inc. (6459); Gymboree Operations, Inc. (6463); 

Gymboree Distribution, Inc. (8669); Gymboree Manufacturing, Inc. (6464); Gymboree Retail Stores, LLC 

(6461); Gym-Card, LLC (5720); and Gymboree Island, LLC (1215). The Debtors’ service address is 

71 Stevenson Street, Suite 2200, San Francisco, California 94105.

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1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

GYMBOREE GROUP, INC., et al.,

1

) Case No. 19-30258 (KLP)

)

Debtors. ) (Jointly Administered)

)

GLOBAL NOTES AND STATEMENT OF LIMITATIONS, METHODS, AND

DISCLAIMERS REGARDING THE DEBTORS’ SCHEDULES OF ASSETS AND

LIABILITIES AND STATEMENTS OF FINANCIAL AFFAIRS

General

The Schedules of Assets and Liabilities (collectively, the “Schedules”) and the Statements 

of Financial Affairs (collectively, the “Statements” and, together with the Schedules, the 

“Schedules and Statements”) filed by Gymboree Group Inc. (“Gymboree” or the “Company”) and 

its debtor affiliates, as chapter 11 debtors in possession (collectively the “Debtors”) pending in the 

United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”) were 

prepared, pursuant to section 521 of title 11 of the United States Code (the “Bankruptcy Code”) 

and Rule 1007 of the Federal Rules of Bankruptcy Procedure, by management of the Debtors, with 

the assistance of the Debtors’ advisors, and are unaudited.

While the Debtors’ management has made reasonable efforts to ensure that the Schedules 

and Statements are as accurate and complete as possible under the circumstances, based on 

information available at the time of preparation, subsequent information or discovery may result 

in material changes to these Schedules and Statements, and inadvertent errors, inaccuracies, or 

omissions may have occurred. Because the Schedules and Statements contain unaudited 

information, which is subject to further review, verification, and potential adjustment, there can be 

no assurance that these Schedules and Statements are complete. The Debtors reserve all rights to 

amend or supplement the Schedules and Statements from time to time, in all respects, as may be 

necessary or appropriate, including, without limitation, the right to amend the Schedules and 

Statements with respect to claim (as defined in section 101(5) of the Bankruptcy Code, “Claim”) 

description, designation, or Debtor against which the Claim is asserted; dispute or otherwise assert 

offsets or defenses to any Claim reflected in the Schedules and Statements as to amount, liability, 

 

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: 

Gymboree Group, Inc. (6587); Gymboree Intermediate Corporation (1473); Gymboree Holding Corporation 

(0315); Gymboree Wholesale, Inc. (6588); Gym-Mark, Inc. (6459); Gymboree Operations, Inc. (6463); 

Gymboree Distribution, Inc. (8669); Gymboree Manufacturing, Inc. (6464); Gymboree Retail Stores, LLC 

(6461); Gym-Card, LLC (5720); and Gymboree Island, LLC (1215). The Debtors’ service address is 71 

Stevenson Street, Suite 2200, San Francisco, California 94105.

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priority, status, or classification; subsequently designate any Claim as “disputed,” “contingent,” or 

“unliquidated;” or object to the extent, validity, enforceability, priority, or avoidability of any 

Claim. Any failure to designate a Claim in the Schedules and Statements as “disputed,”

“contingent,” or “unliquidated” does not constitute an admission by the Debtors that such Claim 

or amount is not “disputed,” “contingent,” or “unliquidated.” Listing a Claim does not constitute 

an admission of liability by the Debtor against which the Claim is listed or against any of the 

Debtors. Nothing contained in the Schedules and Statements shall constitute a waiver of any right 

of the Debtors or an admission with respect to their chapter 11 cases (including, but not limited to, 

issues involving claims, substantive consolidation, defenses, equitable subordination, and/or 

causes of action arising under the provisions of chapter 5 of the Bankruptcy Code and any other 

relevant non-bankruptcy laws to recover assets or avoid transfers).

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 

the Schedules and Statements. As a result, inadvertent errors or omissions may exist.

The Debtors and their agents, attorneys and financial advisors do not guarantee or warrant 

the accuracy or completeness of the data that is provided herein, and will 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 herein. While commercially reasonable 

efforts have been made to provide accurate and complete information herein, inadvertent errors or 

omissions may exist. The Debtors and their agents, attorneys and financial advisors expressly do 

not undertake any obligation to update, modify, revise, or re-categorize the information provided 

herein, or to notify any third party should the information be updated, modified, revised, or recategorized. In no event will the Debtors or their agents, attorneys and financial 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 agents, attorneys, and financial advisors are advised 

of the possibility of such damages.

The Schedules and Statements have been signed by Jon W. Kimmins, Chief Financial 

Officer, and authorized agent at each of the Debtors. Accordingly, in reviewing and signing the 

Schedules and Statements, Mr. Kimmins necessarily relied upon the efforts, statements, and 

representations of the Debtors’ other personnel and professionals. Mr. Kimmins 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, 

classification of such amounts, and their addresses.

Disclosure of information in one or more Schedules, one or more Statements, or one or 

more exhibits or attachments to the Schedules or Statements, even if incorrectly placed, shall be 

deemed to be disclosed in the correct Schedules, Statements, exhibits, or attachments. In the event 

that the Schedules and Statements differ from the Global Notes, the Global Notes shall control.

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These Global Notes and Statement of Limitations, Methodology, and Disclaimer 

Regarding the Debtors’ Schedules and Statements (the “Global Notes”) are incorporated by 

reference in, and comprise an integral part of, all of the Schedules and Statements, and should be 

referred to and considered in connection with any review of the Schedules and Statements.2

Global Notes and Overview of Methodology

Description of the Cases and Information Date

On January 16, 2019 (the “Petition Date”), the Debtors filed voluntary petitions for relief 

under chapter 11 of the Bankruptcy Code in the Bankruptcy Court. The chapter 11 cases are being 

jointly administered under Case No. 19-30258 (KLP) pursuant to an order entered on January 17, 

2019 [Docket No. 60]. The Debtors continue to operate their business and manage their property 

as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 

Notwithstanding the joint administration of the Debtors’ cases for procedural purposes, each 

Debtor has filed its own Schedules and Statements. The asset information provided herein, except 

as otherwise noted, represents the asset data of the Debtors as of January 5, 2019, the date of the 

Debtors’ month end closure to their balance sheet prior to the Petition Date, and the liability data 

of the Debtors as of the close of business on the Petition Date.

On June 12, 2017, The Gymboree Corp. and several of its affiliates commenced chapter 11 

cases (the “Prior Cases”) before the Court, which were jointly administered under the caption In 

re The Gymboree Corp., No. 17-32986 (KLP). A plan of reorganization was confirmed in the Prior 

Cases on September 7, 2017, and such plan went effective on September 29, 2017. On January 19, 

2018, all of the Prior Cases, other than the case of The Gymboree Corporation, were closed. Unless 

otherwise specified in the Schedules, Statements or Specific Notes, the responses contained in the 

Schedules and Statements only relate to the period since the Debtors’ emergence from the Prior 

Cases. Although the Debtors in these cases are distinct from the debtors in the Prior Cases and the 

Debtors do not express any views with respect to the reliability or accuracy of information 

contained in the Schedules and Statements filed by the debtors in the Prior Cases, such Schedules 

and Statements may provide similar information relevant to the Debtors for earlier periods of time.

Basis of Presentation

For financial reporting purposes, prior to the Petition Date, the Debtors prepared financial 

statements that were consolidated by Debtor Gymboree Holding Corporation. Combining the 

assets and liabilities set forth in the Debtors’ Schedules and Statements would result in amounts 

that would be substantially different from financial information that would be prepared on a 

consolidated basis under Generally Accepted Accounting Principles (“GAAP”). Therefore, these 

Schedules and Statements do not purport to represent financial statements prepared in accordance 

with GAAP nor are they intended to fully reconcile to the financial statements prepared by the 

Debtors. Unlike the consolidated financial statements, these Schedules and Statements reflect the 

 

2 These Global Notes supplement and are in addition to any specific notes contained in each Debtor’s Schedules or 

Statements. The fact that the Debtors have prepared a Global Note with respect to any of individual Debtor’s 

Schedules and Statements and not to those of another should not be interpreted as a decision by the Debtors to 

exclude the applicability of such Global Note to any of the Debtors’ other Schedules and Statements, as 

appropriate.

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assets and liabilities of each separate Debtor, except where otherwise indicated. Information 

contained in the Schedules and Statements has been derived from the Debtors’ books and records 

and historical financial statements.

Moreover, given, among other things, the uncertainty surrounding the collection and 

ownership of certain assets and the valuation and nature of certain liabilities, to the extent that a 

Debtor shows more assets than liabilities, this is not an admission that the Debtor was solvent as 

of the Petition Date or at any time prior to the Petition Date. Likewise, to the extent a Debtor 

shows more liabilities than assets, this is not an admission that the Debtor was insolvent at the 

Petition Date or any time prior to the Petition Date.

Amendment of Schedules and Statements

While reasonable efforts have been made to prepare and file complete and accurate 

Schedules and Statements, inadvertent errors or omissions may exist. The Debtors reserve all 

rights to amend and/or supplement the Schedules and Statements from time to time as is necessary 

or appropriate.

General Disclosures Applicable to Schedules and Statements

1. Causes of Action. Despite their reasonable efforts to identify all known assets, the 

Debtors may not have listed all of their causes of action or potential causes of action 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 of their rights with respect to any 

cause of action (including avoidance actions), controversy, right of setoff, cross claim, 

counterclaim, or recoupment and any claim on contracts or for breaches of duties imposed by law 

or in equity, demand, right, action, lien, indemnity, guaranty, suit, obligation, liability, damage, 

judgment, account, defense, power, privilege, license, and franchise of any kind or character 

whatsoever, known, unknown, fixed or contingent, matured or unmatured, suspected or 

unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable 

directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, 

in law or in equity, or pursuant to any other theory of law (collectively, “Causes of Action”) they 

may have, and neither these Global Notes nor the Schedules and Statements shall be deemed a 

waiver of any claims or Causes of Action or in any way prejudice or impair the assertion of such 

claims or Causes of Action.

2. Recharacterization. The Debtors have made reasonable efforts to correctly 

characterize, classify, categorize, and designate the claims, assets, executory contracts, unexpired 

leases, and other items reported in the Schedules and Statements. However, the Debtors may have 

improperly characterized, classified, categorized, designated or omitted certain items due to the 

complexity and size of the Debtors’ business. Accordingly, the Debtors reserve all of their rights 

to recharacterize, reclassify, recategorize, or redesignate items reported in the Schedules and 

Statements at a later time as necessary or appropriate, including, without limitation, whether 

contracts or leases listed herein were deemed executory or unexpired as of the Petition Date and 

remain executory and unexpired postpetition.

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3. Claim Designations. Any failure to designate a claim in the Schedules and 

Statements as “contingent,” “unliquidated,” or “disputed” does not constitute an admission by the 

Debtors that such claim or amount is not “contingent,” “unliquidated,” or “disputed.” The Debtors 

reserve all of their rights to dispute, or to assert offsets or defenses to, any claim reflected on their 

Schedules or Statements on any grounds, including, but not limited to, amount, liability, priority, 

status, or classification, or to otherwise subsequently designate any claim as “contingent,”

“unliquidated,” or “disputed.” Moreover, the Debtors reserve all of their rights to amend their 

Schedules and Statements as necessary and appropriate. Listing a claim does not constitute an 

admission of liability by the Debtors.

4. Unliquidated Claim Amounts. Claim amounts that could not be readily 

quantified by the Debtors are scheduled as “unliquidated.”

5. Undetermined Amounts. The description of an amount as “undetermined” is not 

intended to reflect upon the materiality of such amount.

6. Court Orders. Pursuant to certain orders of the Bankruptcy Court entered in the 

Debtors’ chapter 11 cases entered on or about January 17, 2019, January 18, 2019 and 

February 15, 2019 (collectively, the “First Day Orders”), the Debtors were authorized (but not 

directed) to pay, among other things, certain prepetition claims of employees, critical service 

providers, lienholders, exporters, importers, customer credits/refunds, and taxing authorities. 

Accordingly, these liabilities may have been or may be satisfied in accordance with such orders 

and therefore may not be listed in the Schedules and Statements. 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 to reflect such payment as is necessary and 

appropriate to avoid overpayment or duplicate payment for such liabilities.

7. Other Paid Claims. To the extent the Debtors have reached any postpetition 

settlement with a vendor or other creditor, the terms of such settlement will prevail, supersede 

amounts listed in the Debtors’ Schedules and Statements, and shall be enforceable by all parties, 

subject to any necessary Bankruptcy Court approval. To the extent the Debtors pay any of the 

claims listed in the Schedules and Statements pursuant to any orders entered by the Bankruptcy 

Court, the Debtors reserve all rights to amend and supplement the Schedules and Statements and 

take other action, such as filing claims objections, as is necessary and appropriate to avoid 

overpayment or duplicate payment for such liabilities.

8. Valuation. It would be prohibitively expensive, unduly burdensome, and an 

inefficient use of estate assets for the Debtors to obtain current market valuations of all of their 

assets. Accordingly, unless otherwise indicated, net book values as of January 5, 2019 are 

reflected on the Schedules and Statements. Exceptions to this include operating cash and certain 

other assets. Operating cash is presented at bank balance as of the Petition Date. Certain other 

assets, such as investments in subsidiaries and other intangible assets, are listed at undetermined 

amounts, as the net book values may differ materially from fair market values. Amounts ultimately 

realized may vary from net book value (or whatever value was ascribed) and such variance may 

be material. Accordingly, the Debtors reserve all of their rights to amend or adjust the value of 

each asset set forth herein. In addition, the amounts shown for total liabilities exclude items 

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identified as “unknown” or “undetermined,” and, thus, ultimate liabilities may differ materially 

from those stated in the Schedules and Statements. Also, assets that have been fully depreciated 

or that were expensed for accounting purposes either do not appear in these Schedules 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. Given, among other things, the current market 

valuation of certain assets and the valuation and nature of certain liabilities, nothing in the Debtors’ 

Schedules and Statements shall be, or shall be deemed to be an admission that any Debtor was 

solvent or insolvent as of the Petition Date.

9. Liabilities. The Debtors have sought to allocate liabilities between the prepetition 

and postpetition periods based on the information and research that was 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 prepetition and 

postpetition periods may change. The Debtors reserve the right to amend the Schedules and 

Statements as they deem appropriate in this regard.

10. Excluded Assets and Liabilities. The Debtors have excluded certain categories of 

assets, tax accruals, and liabilities from the Schedules and Statements, including without 

limitation, certain intercompany transactions, accrued salaries, certain employee benefit accruals 

and accrued accounts payable. In addition and as set forth above, the Debtors have excluded 

certain amounts for which the Debtors have been granted authority to pay pursuant to a First Day 

Order or other order that may be entered by the Bankruptcy Court. The Debtors also have excluded 

rejection damage claims of counterparties to executory contracts and unexpired leases that may be 

rejected (if any), to the extent such damage claims exist or may exist. Also, certain immaterial 

assets and liabilities may have been excluded. 

11. Confidential or Sensitive Information. There may be instances in which certain 

information in the Schedules and Statements intentionally has been redacted due to the nature of 

an agreement between a Debtor and a third party, concerns about the confidential or commercially 

sensitive nature of certain information, or concerns for the privacy of an individual. The alterations 

will be limited to only what is necessary to protect the Debtor or third party.

12. Leases. The Debtors have not included in the Schedules and Statements the future 

obligations of any capital or operating leases. To the extent that there was an amount outstanding 

as of the Petition Date, the creditor has been included on Schedule F of the Schedules.

13. Contingent Assets. The Debtors believe that they may possess certain claims and 

causes of action against various parties. Additionally, the Debtors may possess contingent claims 

in the form of various avoidance actions they could commence under the provisions of chapter 5 

of the Bankruptcy Code and other relevant non-bankruptcy laws. The Debtors, despite reasonable 

efforts, may not have set forth all of their causes of action against third parties as assets in their 

Schedules and Statements. The Debtors reserve all of their rights with respect to any claims, causes 

of action, or avoidance actions they may have and nothing contained in these Global Notes or the 

Schedules and Statements shall be deemed a waiver of any such claims, avoidance actions, or 

causes of action or in any way prejudice or impair the assertion of such claims.

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The Debtors may also possess contingent and unliquidated claims against affiliate Debtor 

entities for various financial accommodations and similar benefits they have extended from time 

to time, including contingent and unliquidated claims for contribution, reimbursement, and/or 

indemnification arising from, among other things, (i) letters of credit, (ii) notes payable and

receivable, (iii) surety bonds, (iv) guarantees, (v) indemnities, and (vi) warranties. Additionally, 

prior to the relevant Petition Date, each Debtor, as plaintiff, may have commenced various lawsuits 

in the ordinary course of its business against third parties seeking monetary damages. Refer to 

each Statement, item 4(a)(i), for lawsuits commenced prior to the relevant Petition Date in which 

the Debtor was a plaintiff.

14. Receivables and Payables. The Debtors have not listed individual customer 

accounts receivable balance information as the Company considers its customer list to be 

proprietary and confidential.

15. Intercompany Accounts. The Debtors record intercompany assets and liabilities 

through intercompany trade (includes trade and other business-related transactions) accounts, 

where they are reflected as receivables and payables. Intercompany trade accounts record salestype transactions between Gymboree’s subsidiaries and affiliates. The Debtors have eliminated 

intra-company activity within each legal entity, and intercompany balances are reported in the 

Schedules on a net basis. For additional information regarding the Debtors’ intercompany 

transactions and related cash management protocols, see Debtors’ Motion for Entry of Interim and 

Final Orders (I) Authorizing the Debtors to (A) Continue to Operate Their Cash Management 

System, (B) Maintain Existing Bank Accounts, and (C) Perform Intercompany Transactions, 

(II) Granting a Waiver of (A) the Requirements of Section 345(b) of the Bankruptcy Code and 

(B) Certain of the U.S. Trustee’s Operating Guidelines, (III) Scheduling a Hearing to Consider 

Entry of a Final Order, and (IV) Granting Related Relief [Docket No. 10] (the “Cash Management 

Motion”).

16. Guarantees and Other Secondary Liability Claims. The Debtors have used 

reasonable efforts to locate and identify guarantees and other secondary liability claims 

(collectively, “Guarantees”) in each of their executory contracts, unexpired leases, secured 

financings, debt instruments, and other such agreements. Where such Guarantees have been 

identified, they have been included in the relevant Schedule H for the Debtor or Debtors affected 

by such Guarantees. However, certain Guarantees embedded in the Debtors’ executory contracts, 

unexpired leases, secured financings, debt instruments, and other such agreements may have been 

inadvertently omitted. Thus, the Debtors reserve all of their rights to amend the Schedules to the 

extent that additional Guarantees are identified.

17. Intellectual Property Rights. Exclusion of certain intellectual property shall not 

be construed to be an admission that such intellectual property rights have been abandoned, have 

been terminated, or otherwise have expired by their terms, or have been assigned or otherwise 

transferred pursuant to a sale, acquisition, or other transaction. Conversely, inclusion of certain 

intellectual property shall not be construed to be an admission that such intellectual property rights 

have not been abandoned, have not been terminated, or otherwise have not expired by their terms, 

or have not been assigned or otherwise transferred pursuant to a sale, acquisition, or other 

transaction. The Debtors have made every effort to attribute intellectual property to the rightful 

Debtor owner, however, in some instances, intellectual property owned by one Debtor may, in 

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fact, be owned by another. Accordingly, the Debtors reserve all of their rights with respect to the 

legal status of any and all intellectual property rights.

18. Executory Contracts. Although the debtors made diligent efforts to attribute an 

executory contract to its rightful Debtor, in certain instances, the Debtors may have inadvertently 

failed to do so. Accordingly, the Debtors reserve all of their rights with respect to the named 

parties of any and all executory contracts, including the right to amend Schedule G.

19. Liens. The inventories, property, and equipment listed in the Statements and 

Schedules are presented without consideration of any asserted mechanics’, materialmen, or similar 

liens that may attach (or have attached) to such inventories, property, and equipment.

20. Estimates. To prepare and file the Schedules as close to the Petition Date as 

possible, management was required to make certain estimates and assumptions that affected the 

reported amounts of these assets and liabilities. The Debtors reserve all rights to amend the 

reported amounts of assets and liability to reflect changes in those estimates or assumptions.

21. Fiscal Year. Effective July 13, 2017, the Debtors’ predecessors in interest elected 

to change their fiscal year to begin and end on the Saturday closest to the end of January. The 

Debtors’ Fiscal Year 2017 was only for the period beginning September 29, 2017, the date they 

came into existence and emerged from their predecessors’ chapter 11 cases, and ending 

February 3, 2018. The Debtors’ Fiscal Year 2018 was for the 12-month period beginning 

February 4, 2018 and ending February 2, 2019. 

22. Currency. Unless otherwise indicated, all amounts are reflected in U.S. dollars.

23. Property and Equipment. Unless otherwise indicated, owned property and 

equipment are stated at net book value. The Debtors may lease furniture, fixtures, and equipment 

from certain third party lessors. Any such leases are set forth in the Schedules and Statements. 

Nothing in the Schedules and Statements is or shall be construed as an admission as to the 

determination as to the legal status of any lease (including whether any lease is a true lease or a 

financing arrangement), and the Debtors reserve all of their rights with respect to same.

24. Inventory. Merchandise inventories are recorded at cost, determined on a 

weighted-average basis. The Debtors record an inventory shrink adjustment based upon physical 

counts and also provide for estimated shrink adjustments for the period between the last physical 

inventory count and each balance sheet date. The inventory shrink estimate can be affected by 

changes in merchandise mix and changes in actual shrink trends. 

25. Claims of Third-Party Related Entities. While the Debtors have made every 

effort to properly classify each claim listed in the Schedules as being either disputed or undisputed, 

liquidated or unliquidated, and contingent or noncontingent, the Debtors have not been able to 

fully reconcile all payments made to certain third parties and their related entities on account of 

the Debtors’ obligations to same. Therefore, to the extent that the Debtors have classified their 

estimate of claims of a creditor as disputed, all claims of such creditor’s affiliates listed in the 

Schedules and Statements shall similarly be considered as disputed, whether or not they are 

designated as such.

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26. Interest in Subsidiaries and Affiliates. Debtor Gymboree Holding Corporation 

is a holding company with Debtor Gymboree Intermediate Corporation being a wholly-owned 

direct subsidiary. In turn, Gymboree Group, Inc. is a wholly-owned direct subsidiary of Gymboree 

Intermediate Corporation. With the exception of Gym-Card, LLC, which is the wholly-owned 

direct subsidiary of Gymboree Retail Stores, LLC, each of the other seven Debtors are whollyowned direct subsidiaries of Gymboree Group, Inc. Each Debtor’s Schedule A/B15 or 

Statement 25 contains a listing of the current capital structure of the Debtors and includes 

ownership interests.

27. Umbrella or Master Agreements. Contracts listed in the Schedules and 

Statements may be umbrella or master agreements that cover relationships with some or all of the 

Debtors. Where relevant, such agreements have been listed in the Schedules and Statements only 

of the Debtor that signed the original umbrella or master agreement.

28. 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 not reflect credits, allowances, or other adjustments due from such creditors 

to the Debtors. The Debtors reserve all of their rights with regard to such credits, allowances, and 

other adjustments, including the right to assert claims objections and/or setoffs with respect to the 

same.

29. Setoffs. The Debtors incur certain setoffs and other similar rights during the 

ordinary course of business. Offsets in the ordinary course can result from various items, 

including, without limitation, intercompany transactions, pricing discrepancies, returns, 

warranties, and other disputes between the Debtors and their suppliers. These offsets and other 

similar rights are consistent with the ordinary course of business in the Debtors’ industry and are 

not tracked separately. Therefore, although such offsets and other similar rights may have been 

accounted for when certain amounts were included in the Schedules, offsets are not independently 

accounted for, and as such, are excluded from the Schedules.

30. Insiders. For purposes of the Schedules and Statements, the Debtors define 

“insiders” to include the following: (a) directors; (b) officers; (c) shareholders holding in excess 

of 20% of the voting shares of one of the Debtor entities (whether directly or indirectly); 

(d) relatives of directors, officers or shareholders of the Debtors (to the extent known by the 

Debtors); and (e) Debtor/non-Debtor affiliates.

Persons listed as “insiders” have been included for informational purposes only. The 

Debtors do not take any position with respect to: (a) such person’s influence over the control of 

the Debtors; (b) the management responsibilities or functions of such individual; (c) the decision

making or corporate authority of such individual; or (d) whether such individual could successfully 

argue that he or she is not an “insider” under applicable law, including the federal securities laws, 

or with respect to any theories of liability or for any other purpose.

31. Controlling Shareholders. For purposes of the Schedules and Statements, the 

Debtors define “controlling shareholders” to include entities that directly hold in excess of 20% of 

the voting shares of the applicable Debtor entity. Entities listed as “controlling shareholders” have 

been included for informational purposes only. The Debtors do not take any position with respect 

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to such entity’s influence over the control of the Debtors or whether such entity could successfully 

argue that it is not a “controlling shareholder” under applicable law, including the federal securities 

laws, or with respect to any theories of liability or for any other purpose.

32. Payments. The financial affairs and business of the Debtors are complex. Prior to 

the Petition Date, the Debtors maintained a cash management and disbursement system in the 

ordinary course of their businesses (the “Cash Management System”) (as described in the Cash 

Management Motion). Although efforts have been made to attribute open payable amounts to the 

correct legal entity, the Debtors reserve the right to modify or amend their Schedules and 

Statements to attribute such payment to a different legal entity, if appropriate.

33. Totals. All totals that are included in the Schedules and Statements represent totals 

of all the known amounts included in the Schedules and Statements. To the extent there are 

unknown or undetermined amounts, the actual total may be different than the listed total. The 

description of an amount as “unknown” or “undetermined” is not intended to reflect upon the 

materiality of such amount. To the extent a Debtor is a guarantor of debt held by another Debtor, 

the amounts reflected in these Schedules are inclusive of each Debtor’s guarantor obligations.

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General Notes Regarding Schedule A/B

The Debtors transfer funds among Debtors and non-debtor entities in the ordinary course of 

business as trade. Intercompany transfers are not reported by the Debtors as accounts receivable, 

so do not appear in Schedules A/B. Any intercompany debts are recorded on Schedules E/F.

Specific Notes Regarding Schedule A/B

1. Schedule A/B-6 – Deposits and Prepayments. Deposit amounts are as of the 

Petition Date and do not reflect any modifications made by the Debtors after the Petition Date or 

any applications made by certain utilities after the Petition Date to pay for services provided by 

them before the Petition Date.

2. Schedule A/B-8 –Prepayments, including prepayments on executory contracts, 

leases, insurance, taxes, and rent. The Debtors have categorized their various prepayments by 

type, and have employed the catch-all category titled “Prepaid Other” for any prepayments that do 

not fit neatly under any other category. The types of prepayments categorized as “Prepaid Other” 

include certain advances made under service agreements and professional fees.

3. Schedule A/B-15 – Stock and interests in incorporated and unincorporated 

businesses. See Schedule Exhibit A/B-15 for additional businesses the Debtor was a parent of or 

owned a significant interest in.

4. Schedule A/B-21 – Inventory, excluding agricultural assets. With respect to 

inventory obsolescence reserves, the Company reserves 25% for any merchandise older than one 

year. Furthermore, a lower cost of market reserve is calculated based on GAAP.

5. Schedules A/B-39, -40, -41, -43, -44, and -50 – Office and Business Equipment. 

Certain of the Debtors’ office and business equipment, fixtures, machinery, furnishings, and 

supplies are not capitalized based on its accounting policies and procedures. The Debtors generally 

capitalize an asset if it has a life of more than 1 year and if it meets a certain dollar threshold in 

accordance with the Debtors’ accounting policy. There may be certain assets that are not 

capitalized because they did not meet the Debtors’ capitalization policy. Those assets that are not 

capitalized are not listed herein. 

6. Schedule A/B-63 – Customer lists, mailing lists, or other compilations. The Debtor 

operates three retail store locations in Puerto Rico. The Schedule includes the value allocated to 

the customer list associated with each store. 

7. Schedule A/B-65 – Goodwill. The Debtors implemented a series of organizational 

changes as part of the plan of reorganization confirmed during the Prior Cases, and in connection 

therewith the Debtors undertook a fair valuation of their assets and liabilities that resulted in the 

creation of goodwill accounts for many of the Debtors upon their emergence from the Prior Cases. 

8. Schedule A/B-72 – Tax refunds and unused net operating losses (NOLs). The 

Debtors’ Schedule A/B may include certain tax refunds and unused state net operating losses 

(“NOLs”) as set forth therein that have accrued and are available to offset future tax liabilities in 

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certain circumstances. Schedule A/B reflects the balance of the amount of a Debtor’s NOLs as of 

February 3, 2018, and does not reflect any NOLs that such Debtor may accrue in the future, 

including for the fiscal year ended February 2, 2019.

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Specific Notes Regarding Schedule D

Except as otherwise agreed pursuant to a stipulation or agreed order or general order 

entered by the Court, the Debtors reserve their rights to dispute or challenge 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 of any Debtor. Moreover, although the Debtors may 

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 (including, without limitation, any 

intercompany agreement) related to such creditor’s claim. Further, while the Debtors have 

included the results of Uniform Commercial Code searches, the listing of such results is not nor 

shall it be deemed an admission as to the validity of any such lien. Conversely, the Debtors made 

reasonable, good faith efforts to include all liens on Schedule D, but may have inadvertently 

omitted to include an existing lien because of, among other things, the possibility that a lien may 

have been imposed after the Uniform Commercial Code searches were performed or a vendor may 

not have filed the requisite perfection documentation. Moreover, the Debtors have not included on 

Schedule D parties that may believe their Claims are secured through setoff rights or inchoate 

statutory lien rights. Although there are multiple parties that may hold a portion of, or a beneficial 

interest in, the debt included in the Debtors’ prepetition secured credit facility and secured loan, 

only the administrative agents have been listed for purposes of Schedule D. The amounts listed as

outstanding under the Debtors’ prepetition loan facilities reflect approximate amounts as of the 

Petition Date.

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 descriptions provided in Schedule D are intended only as a summary. Reference to 

the applicable loan agreements and related documents is necessary for a complete description of 

the collateral and the nature, extent, and priority of any liens. Nothing in the Global Notes or the 

Schedules and Statements shall be deemed a modification or interpretation of the terms of such 

agreements.

Detailed descriptions of the Debtors’ prepetition debt structure and descriptions of 

collateral relating to the debt contained on Schedule D are contained in the Declaration of Stephen 

Coulombe, Chief Restructuring Officer of Gymboree Group, Inc., in Support of Chapter 11 

Petitions and First Day Motions [Docket No. 11].

In Schedule D, the Debtors’ prepetition loans are listed at their full principal amount plus 

accrued interest as of the Petition Date. Schedule E/F does not include a potential deficiency claim 

that may result from a partial recovery.

Although the Debtors in these cases are distinct from the debtors in the Prior Cases, the 

Debtors have attempted to include all creditors from the Prior Cases in the Schedules and 

Statements of the Debtors. Accordingly, the Debtors have listed and carried forward any claims 

that would have been included in the Schedule of a debtor from the Prior Cases in the Schedule of 

the applicable Debtor in these cases. 

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Specific Notes Regarding Schedule E/F

1. Creditors Holding Priority Unsecured Claims. The listing of any claim on Schedule 

E/F does not constitute an admission by the Debtors that such claim is entitled to priority treatment 

under section 507 of the Bankruptcy Code. The Debtors reserve all of their rights to dispute the 

amount and/or the priority status of any claim on any basis at any time.

Schedule E/F for certain Debtors includes claims of former employees, including claims for 

accrued and unpaid flexible time off. As reflected in the Debtors’ Schedule E/F, the Debtors are 

not able to determine the portion of claims for flexible time off owed to former employees that is 

entitled to priority treatment under section 507 of the Bankruptcy Code. 

Certain of the claims listed on the Debtors’ Schedule E/F are claims owing to various governmental 

and taxing authorities to which the Debtors may potentially be liable. However, certain of such 

claims may be subject to on-going audits and the Debtors are otherwise unable to determine with 

certainty the amount of many, if not all, of the remaining claims listed on Schedule E/F. Therefore, 

the Debtors have listed all such claims as unknown in amount, pending final resolution of on-going 

audits or other outstanding issues.

2. Creditors Holding Nonpriority Unsecured Claims. The Debtors have used their

reasonable best efforts to list all general unsecured claims against the Debtors on Schedule E/F

based upon the Debtors’ existing books and records.

Schedule E/F does not include certain deferred credits, deferred charges, deferred liabilities, 

accruals, or general reserves. Such amounts are general estimates of liabilities and do not represent 

specific claims as of the Petition Date; however, such amounts are reflected on the Debtors’ books 

and records as required in accordance with GAAP. Such accruals are general estimates of liabilities 

and do not represent specific claims as of the Petition Date. Schedule E/F does not include certain 

reserves for potential unliquidated contingencies that historically were carried on the Debtors’ 

books as of the Petition Date; such reserves were for potential liabilities only and do not represent 

actual liabilities as of the Petition Date.

The claims listed in Schedule E/F arose or were incurred on various dates. In certain instances, the 

date on which a claim arose is an open issue of fact. Determining the date upon which each claim 

in Schedule E/F was incurred or arose would be unduly burdensome and cost prohibitive and, 

therefore, the Debtors do not list a date for each claim listed on Schedule E/F. Schedule E/F 

contains information regarding potential and pending litigation involving the Debtors. In certain 

instances, the Debtor that is the subject of the litigation is unclear or undetermined. To the extent 

that litigation involving a particular Debtor has been identified, however, such information is 

contained in the Schedule for that Debtor.

Schedule E/F reflects the 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.

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In addition, Schedule E/F does not include rejection damage claims of the counterparties to the

executory contracts and unexpired leases that have been or may be rejected, to the extent such

damage claims exist.

Except in certain limited circumstances, the Debtors have not scheduled contingent and 

unliquidated liabilities related to guaranty obligations on Schedule E/F. Such guaranties are, 

instead, listed on Schedule H.

The claims of individual creditors for, among other things, goods, services, or taxes listed on the 

Debtors’ books and records may not reflect credits or allowances due from such creditors.

The Debtors reserve all of their rights in respect of such credits or allowances. The dollar amounts

listed may be exclusive of contingent or unliquidated amounts.

Unless the Debtors were required to pay ancillary costs, such as freight, miscellaneous fees and 

taxes, such costs are not included in the liabilities scheduled, as such amounts do not represent

actual liabilities of the Debtor.

3. Schedule – Intercompany. The Debtors maintain business relationships among each 

other and with their foreign subsidiary based in Canada (the “Foreign Subsidiary”) resulting in 

intercompany receivables and payables in the ordinary course of business. Such Intercompany 

Claims arise (a) among the Debtors and (b) between the Debtors and the Foreign Subsidiary 

pursuant to prepetition shared services and intercompany trade arrangements, and other 

intercompany arrangements. The respective intercompany accounts payable and accounts 

receivable are listed at the net amount due to/due from the Debtor as of January 15, 2019 on 

Schedule E/F for each Debtor. Intercompany liabilities listed on the Schedules do not reflect any

entries made during the fiscal year close period that relate to charges incurred before the Petition 

Date.

4. Schedule – Merchant Trade Payables. The Merchant Trade Payables listed on 

Schedule E/F contain the pre-petition liability information available to the Debtors as of the date 

of filing and do not include invoices that were paid subsequent to the Petition Date related to 

prepetition obligations per the Final Order (I) Authorizing the Debtors to Pay Certain Prepetition 

Claims of Critical Services Providers and (II) Granting Related Relief (the “Critical Services 

Providers Order”) [Docket No. 379].

Furthermore, as part of the relief granted in Critical Services Providers Order, the Debtors will 

continue to make payments towards outstanding prepetition obligations to certain service 

providers, and the amounts scheduled are subject to change as future payments are made towards 

the underlying obligations.

5. Schedule –Other Trade Payables. The Other Trade Payables listed on Schedule E/F 

contain the pre-petition liability information available to the Debtors as of the date of filing and do 

not include invoices that were paid subsequent to the Petition Date related to prepetition 

obligations per the: Final Order (I) Authorizing the Debtors to Pay Certain Prepetition Claims of 

Critical Services Providers and (II) Granting Related Relief (the “Critical Services Providers 

Order”) [Docket No. 379] and Final Order (I) Authorizing the Debtors to Pay Prepetition Claims 

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of Shippers, Warehousemen and Contractors and Import/Export Charges, and (II) Granting 

Related Relief [Docket No. 380]. 

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Specific Notes Regarding Schedule G

1. Executory Contracts. While the Debtors’ existing books, records, and financial 

systems have been relied upon to identify and schedule executory contracts at each of the Debtors, 

and although commercially reasonable efforts have been made to ensure the accuracy of 

Schedule G, inadvertent errors, omissions, or over inclusions may have occurred. The Debtors do 

not make, and specifically disclaim, any representation or warranty as to the completeness or 

accuracy of the information set forth on Schedule G. The Debtors hereby reserve all of their rights 

to dispute the validity, status, or enforceability of any contract, agreement, or lease set forth in 

Schedule G and to amend or supplement Schedule G as necessary. The contracts, agreements, and 

leases listed on Schedule G may have expired or may have been modified, amended, or 

supplemented from time to time by various amendments, restatements, waivers, estoppel 

certificates, letters, memoranda, and other documents, instruments, and agreements that may not 

be listed therein despite the Debtors’ use of reasonable efforts to identify such documents. Further, 

unless otherwise specified on Schedule G, each executory contract or unexpired lease listed 

thereon shall include all exhibits, schedules, riders, modifications, declarations, amendments, 

supplements, attachments, restatements, or other agreements made directly or indirectly by any 

agreement, instrument, or other document that in any manner affects such executory contract or 

unexpired lease, without respect to whether such agreement, instrument or other document is listed 

thereon.

In some cases, the same supplier or provider may appear multiple times on Schedule G. 

This multiple listing, if applicable, is intended to reflect distinct agreements between the applicable 

Debtor and such supplier or provider.

In the ordinary course of business, the Debtors may have issued numerous purchase orders 

for supplies, product, and related items which, to the extent that such purchase orders constitute 

executory contracts, are not listed individually on Schedule G. To the extent that goods were 

delivered under purchase orders prior to the Petition Date, vendors’ claims with respect to such 

delivered goods are included on Schedule E/F.

As a general matter, certain of the Debtors’ executory contracts and unexpired leases could 

be included in more than one category. In those instances, one category has been chosen to avoid 

duplication. Further, the designation of a category is not meant to be wholly inclusive or 

descriptive of the entirety of the rights or obligations represented by such contract.

Certain of the executory contracts and unexpired leases listed on Schedule G may contain 

certain renewal options, guarantees of payment, options to purchase, rights of first refusal, right to 

lease additional space, 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 easements, rights of 

way, subordination, nondisturbance, and atonement agreements, supplemental agreements, 

amendments/letter agreements, title agreements, and confidentiality agreements. Such documents 

also are not set forth in Schedule G.

The Debtors hereby reserve all of their rights, claims, and causes of action with respect to 

the contracts and agreements listed on Schedule G, including the right to dispute or challenge the 

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characterization or the structure of any transaction, document, or instrument related to a creditor’s 

claim, to dispute the validity, status, or enforceability of any contract, agreement, or lease set forth 

in Schedule G, and to amend or supplement Schedule G as necessary. Inclusion of any agreement 

on Schedule G does not constitute an admission that such agreement is an executory contract or 

unexpired lease and the Debtors reserve all rights in that regard, including, without limitation, that 

any agreement is not executory, has expired pursuant to its terms, or was terminated prepetition.

In addition, certain of the agreements listed on Schedule G may be in the nature of 

conditional sales agreements or secured financings. The presence of a contract or agreement on 

Schedule G does not constitute an admission that such contract or agreement is an executory 

contract or unexpired lease. Certain of the contracts, agreements, and leases listed on Schedule G 

may have been entered into by more than one of the Debtors. Further, the specific Debtor obligor 

to certain of the executory contracts or unexpired leases could not be specifically ascertained in 

every circumstance. In such cases, the Debtors used their best efforts to determine the correct 

Debtor’s Schedule G on which to list such executory contract or unexpired lease.

In the ordinary course of business, the Debtors have entered into numerous contracts or 

agreements, both written and oral, regarding the provision of certain services on a month to month 

basis. To the extent such contracts or agreements constitute executory contracts, these contracts 

and agreements are not listed individually on Schedule G.

Certain of the executory contracts may not have been memorialized and could be subject 

to dispute; executory agreements that are oral in nature have not been included in Schedule G.

In the ordinary course of business, the Debtors may have entered into confidentiality 

agreements which, to the extent that such confidentiality agreements constitute executory 

contracts, are not listed individually on Schedule G.

Certain of the executory contracts and unexpired leases listed in Schedule G were assigned 

to, assumed by, or otherwise transferred to certain of the Debtors in connection with, among other 

things, acquisitions by the Debtors.

The Debtors generally have not included on Schedule G any insurance policies, the 

premiums for which have been prepaid. The Debtors submit that prepaid insurance policies are 

not executory contracts pursuant to section 365 of the Bankruptcy Code because no further 

payment or other material performance is required by the Debtors. Nonetheless, the Debtors 

recognize that in order to enjoy the benefits of continued coverage for certain claims under these 

policies, the Debtors may have to comply with certain non-monetary obligations, such as the 

provision of notice of claims and cooperation with insurers. In the event that the Bankruptcy Court 

were to ever determine that any such prepaid insurance policies are executory contracts, the 

Debtors reserve all of their rights to amend Schedule G to include such policies, as appropriate. 

In addition, Schedule G does not include rejection damage claims of the counterparties to 

the executory contracts and unexpired leases that have been or may be rejected, to the extent such 

damage claims exist.

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 

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Debtors’ rights under the Bankruptcy Code with respect to any such omitted contracts or 

agreements are not impaired by the omission.

Certain of the agreements listed on Schedule G may have been entered into by or on behalf 

of more than one of the Debtors. Additionally, the specific Debtor obligor(s) to certain of the 

agreements could not be specifically ascertained in every circumstance. In such cases, the Debtors 

have made reasonable efforts to identify the correct Debtors’ Schedule G on which to list the 

agreement and, where a contract party remained uncertain, such agreements may have been listed 

on a different Debtor’s Schedule G.

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Specific Notes Regarding Schedule H

Co-Debtors. In the ordinary course of their business, the Debtors pay certain expenses on behalf 

of their subsidiaries. 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.

In the ordinary course of their business, the Debtors may be involved in pending or threatened 

litigation and claims arising out of certain ordinary course of business transactions.

These matters may involve multiple plaintiffs and defendants, some or all of whom may assert

cross-claims and counter-claims against other parties. Because such claims are contingent, 

disputed, and/or unliquidated, such claims have not been set forth individually on Schedule H.

However, some such claims may be listed elsewhere in the Schedules and Statements. 

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General Notes Regarding Statements of Financial Affairs

1. SOFA Part 1, Questions 1 and 2 - Gross Revenue from Business and Non-Business 

Revenue. The Debtors’ Fiscal Year 2017 was for the 4-month period beginning September 29, 

2017 and ending February 3, 2018. The Debtors’ current fiscal year is for the 12-month period 

ending February 2, 2019.

The Debtors report revenue on a cash basis for the period beginning September 2017, when the 

Debtors reorganized and established their current entity structure. Please refer to the SOFA Part 

1, Question 1 from the Statements filed in the Prior Cases for revenue detail prior to September 

2017.

2. SOFA Part 2, Question 3 – Payments or transfers made to creditors within 90 days 

preceding commencement of this case. All disbursements are reported on a cash basis. 

3. SOFA Part 3, Question 7 – Legal actions, administrative proceedings, etc. to which 

the debtor is or was a party within one year of commencement of this case. An action may have 

been commenced against multiple Debtors. Only the Debtor named in a given case title is the 

Debtor for which such case is listed. 

Any action commenced by or against The Gymboree Corporation has been assumed to be pending 

in the name of Debtor Gymboree Group, Inc., and any action commenced by or against Gymboree 

Retail Stores, Inc. has been assumed to be pending in the name of Debtor Gymboree Retail Stores, 

LLC.

4. SOFA Part 6, Question 13 – Property transferred outside ordinary course of 

business within 2 years preceding commencement of this case. On July 15, 2016, the Debtors’ 

predecessors in interest consummated a transaction (the “Play & Music Transaction”) to sell all 

the equity of affiliate Gymboree Play Programs, Inc. (“GPPI”), together with assignments and 

licenses to certain intellectual property used in connection with the Gymboree Play & Music 

business, to Zeavion, a Singapore-based investment group. Upon closing the Play & Music 

Transaction, Zeavion acquired the entire Gymboree Play & Music enterprise, including its central 

operations and centers in North America. 

As part of the plan of reorganization confirmed in the Prior Cases that became effective in 

September 2017, Debtor Gymboree Group, Inc. purchased substantially all of the assets of The

Gymboree Corporation, including its subsidiaries. Please refer to the organization documents and 

asset purchase agreement filed in connection with such plan in the Prior Cases for additional details 

regarding this transaction.

5. SOFA Part 13, Question 17 – This does not include any welfare benefit or severance 

plan subject to ERISA, and includes only tax-qualified plans subject to ERISA. 

6. SOFA Part 10, Question 20 – Off-premises storage, used within 1 year preceding 

commencement of this case. As of the Petition Date, approximately 140 shipping containers of the 

Debtors’ merchandise were being held by United States Customs and Border Protection due to 

certain vendors not submitting or providing the agency with appropriate paperwork. The Debtors 

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expect that the vast majority, if not all, of such containers have been released since the Petition 

Date.

7. SOFA Part 13, Question 25 – Other businesses in which the Debtor has or has had 

an interest. The Debtors reorganized pursuant to a chapter 11 plan of reorganization that became 

effective in the Prior Cases in September 2017. Please refer to the SOFAs filed in connection with 

the Prior Cases for a more detailed history of interest by entity. 

8. SOFA Part 13, Question 26a – Bookkeepers and accountants used within 2 years 

of commencement of this case. Deloitte LLP performed certain services for the Debtors in fiscal 

year 2018, but was not officially engaged at the time such services were rendered.

9. SOFA Part 13, Question 26d – Creditors and other parties to whom a financial 

statement was issued within 2 years preceding commencement of this case. The Debtors routinely 

provide financial statements to banks, customers, suppliers, tax authorities, landlords, factors, 

potential investors, and other financial institutions in the ordinary course, as well as in association 

with its debt restructuring efforts.

10. SOFA Part 13, Question 28 – Current Officers, Directors, Managing Members, 

Controlling Shareholders, etc. The Debtors’ officers and directors do not currently hold any shares

in the Debtors, but the company has a management incentive plan.

11. SOFA Part 13, Question 30 – Payments, distributions, or withdrawals credited to 

an insider within 1 year preceding commencement of this case. Payments listed in these 

Statements exclude any health and dental benefits provided, and any employer taxes paid, by the 

Debtors.

12. SOFA Part 13, Question 31 – Tax Consolidation Group, parent corporation of any 

tax consolidation group of which debtor has been a member during the 6 years preceding 

commencement of this case. In certain states, the Debtors may also file group returns in which 

certain entities are named rather than Gymboree Holding Corp, according to state laws (for 

example, “Gymboree Retail Stores, LLC, et al.”).

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Fill in this information to identify the case:

Debtor name Gymboree Holding Corporation

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 19-30257

 Check if this is an

amended filing

Official Form 206Sum

Summary of Assets and Liabilities for Non-Individuals 12/15

Part 1: Summary of Assets

1. Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B)

1a. Real property:

 Copy line 88 from Schedule A/B............................................................................................................................. $ 0.00

1b. Total personal property:

 Copy line 91A from Schedule A/B......................................................................................................................... $ 78,572,857.00

1c. Total of all property:

 Copy line 92 from Schedule A/B........................................................................................................................... $ 78,572,857.00

Part 2: Summary of Liabilities

2. Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)

Copy the total dollar amount listed in Column A, Amount of claim, from line 3 of Schedule D.................................... $ 0.00

3. Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)

3a. Total claim amounts of priority unsecured claims:

 Copy the total claims from Part 1 from line 5a of Schedule E/F.......................................................................... $ 0.00

3b. Total amount of claims of nonpriority amount of unsecured claims:

 Copy the total of the amount of claims from Part 2 from line 5b of Schedule E/F................................................ +$ 0.00

4. Total liabilities .......................................................................................................................................................

Lines 2 + 3a + 3b $ 0.00

Official Form 206Sum Summary of Assets and Liabilities for Non-Individuals page 1

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

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Fill in this information to identify the case:

Debtor name Gymboree Holding Corporation

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 19-30257

 Check if this is an

amended filing

Official Form 206A/B

Schedule A/B: Assets - Real and Personal Property 12/15

Disclose all property, real and personal, which the debtor owns or in which the debtor has any other legal, equitable, or future interest.

Include all property in which the debtor holds rights and powers exercisable for the debtor's own benefit. Also include assets and properties

which have no book value, such as fully depreciated assets or assets that were not capitalized. In Schedule A/B, list any executory contracts

or unexpired leases. Also list them on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G).

Be as complete and accurate as possible. If more space is needed, attach a separate sheet to this form. At the top of any pages added, write

the debtor’s name and case number (if known). Also identify the form and line number to which the additional information applies. If an

additional sheet is attached, include the amounts from the attachment in the total for the pertinent part.

For Part 1 through Part 11, list each asset under the appropriate category or attach separate supporting schedules, such as a fixed asset

schedule or depreciation schedule, that gives the details for each asset in a particular category. List each asset only once. In valuing the

debtor’s interest, do not deduct the value of secured claims. See the instructions to understand the terms used in this form.

Part 1: Cash and cash equivalents

1. Does the debtor have any cash or cash equivalents?

 No. Go to Part 2.

 Yes Fill in the information below.

All cash or cash equivalents owned or controlled by the debtor Current value of

debtor's interest

Part 2: Deposits and Prepayments

6. Does the debtor have any deposits or prepayments?

 No. Go to Part 3.

 Yes Fill in the information below.

Part 3: Accounts receivable

10. Does the debtor have any accounts receivable?

 No. Go to Part 4.

 Yes Fill in the information below.

Part 4: Investments

13. Does the debtor own any investments?

 No. Go to Part 5.

 Yes Fill in the information below.

Valuation method used

for current value

Current value of

debtor's interest

14. Mutual funds or publicly traded stocks not included in Part 1

Name of fund or stock:

15. Non-publicly traded stock and interests in incorporated and unincorporated businesses, including any interest in an LLC,

partnership, or joint venture

Name of entity: % of ownership

15.1.

Common Stock of Gymboree Intermediate

Corporation 100 % Unknown Unknown

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 1

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

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Debtor Gymboree Holding Corporation Case number (If known) 19-30257

Name

16. Government bonds, corporate bonds, and other negotiable and non-negotiable instruments not included in Part 1

Describe:

17. Total of Part 4. $0.00

Add lines 14 through 16. Copy the total to line 83.

Part 5: Inventory, excluding agriculture assets

18. Does the debtor own any inventory (excluding agriculture assets)?

 No. Go to Part 6.

 Yes Fill in the information below.

Part 6: Farming and fishing-related assets (other than titled motor vehicles and land)

27. Does the debtor own or lease any farming and fishing-related assets (other than titled motor vehicles and land)?

 No. Go to Part 7.

 Yes Fill in the information below.

Part 7: Office furniture, fixtures, and equipment; and collectibles

38. Does the debtor own or lease any office furniture, fixtures, equipment, or collectibles?

 No. Go to Part 8.

 Yes Fill in the information below.

Part 8: Machinery, equipment, and vehicles

46. Does the debtor own or lease any machinery, equipment, or vehicles?

 No. Go to Part 9.

 Yes Fill in the information below.

Part 9: Real property

54. Does the debtor own or lease any real property?

 No. Go to Part 10.

 Yes Fill in the information below.

Part 10: Intangibles and intellectual property

59. Does the debtor have any interests in intangibles or intellectual property?

 No. Go to Part 11.

 Yes Fill in the information below.

Part 11: All other assets

70. Does the debtor own any other assets that have not yet been reported on this form?

Include all interests in executory contracts and unexpired leases not previously reported on this form.

 No. Go to Part 12.

 Yes Fill in the information below.

Current value of

debtor's interest

71. Notes receivable

Description (include name of obligor)

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 2

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Debtor Gymboree Holding Corporation Case number (If known) 19-30257

Name

72. Tax refunds and unused net operating losses (NOLs)

Description (for example, federal, state, local)

See Attached Schedule A/B: Part 11, Question 72 Tax year 2018 $78,572,857.00

73. Interests in insurance policies or annuities

74. Causes of action against third parties (whether or not a lawsuit

has been filed)

75. Other contingent and unliquidated claims or causes of action of

every nature, including counterclaims of the debtor and rights to

set off claims

76. Trusts, equitable or future interests in property

77. Other property of any kind not already listed Examples: Season tickets,

country club membership

78. Total of Part 11. $78,572,857.00

Add lines 71 through 77. Copy the total to line 90.

79. Has any of the property listed in Part 11 been appraised by a professional within the last year?

 No

 Yes

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 3

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Debtor Gymboree Holding Corporation Case number (If known) 19-30257

Name

Part 12: Summary

In Part 12 copy all of the totals from the earlier parts of the form

Type of property Current value of

personal property

Current value of real

property

80. Cash, cash equivalents, and financial assets.

Copy line 5, Part 1 $0.00

81. Deposits and prepayments. Copy line 9, Part 2. $0.00

82. Accounts receivable. Copy line 12, Part 3. $0.00

83. Investments. Copy line 17, Part 4. $0.00

84. Inventory. Copy line 23, Part 5. $0.00

85. Farming and fishing-related assets. Copy line 33, Part 6. $0.00

86. Office furniture, fixtures, and equipment; and collectibles.

Copy line 43, Part 7. $0.00

87. Machinery, equipment, and vehicles. Copy line 51, Part 8. $0.00

88. Real property. Copy line 56, Part 9.........................................................................................> $0.00

89. Intangibles and intellectual property. Copy line 66, Part 10. $0.00

90. All other assets. Copy line 78, Part 11. + $78,572,857.00

91. Total. Add lines 80 through 90 for each column $78,572,857.00 + 91b. $0.00

92. Total of all property on Schedule A/B. Add lines 91a+91b=92 $78,572,857.00

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 4

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In re Gymboree Holding Corporation

Case No. 19-30257

Schedule A/B: Part 11, Question 72: Tax refunds and unused net operating losses (NOLs)

Description Tax Year

Current Value of 

Debtor's Interest Description

UNUSED NOL FY 2017 [2/3/2018] $107,576 AK

UNUSED NOL FY 2017 [2/3/2018] $273,656 AZ

UNUSED NOL FY 2017 [2/3/2018] $349,942 CT

UNUSED NOL FY 2017 [2/3/2018] $14,284 DC

UNUSED NOL FY 2017 [2/3/2018] $69,143,470.00 FEDERAL

UNUSED NOL FY 2017 [2/3/2018] $69,542 ID

UNUSED NOL FY 2017 [2/3/2018] $2,200,782 IL

UNUSED NOL FY 2017 [2/3/2018] $330,826 KS

UNUSED NOL FY 2017 [2/3/2018] $629,657 MA

UNUSED NOL FY 2017 [2/3/2018] $61,879 ME

UNUSED NOL FY 2017 [2/3/2018] $500,812 MI 

UNUSED NOL FY 2017 [2/3/2018] $260,400 MN

UNUSED NOL FY 2017 [2/3/2018] $67,047 MT

UNUSED NOL FY 2017 [2/3/2018] $3,119 MULTNOMAH

UNUSED NOL FY 2017 [2/3/2018] $505,703 NC

UNUSED NOL FY 2017 [2/3/2018] $20,946 ND

UNUSED NOL FY 2017 [2/3/2018] $302,641 NE

UNUSED NOL FY 2017 [2/3/2018] $157,415 NH

UNUSED NOL FY 2017 [2/3/2018] $139,532 NM

UNUSED NOL FY 2017 [2/3/2018] $976,413 NY

UNUSED NOL FY 2017 [2/3/2018] $113,757 NYC

UNUSED NOL FY 2017 [2/3/2018] $1,144,497 OR

UNUSED NOL FY 2017 [2/3/2018] $35,648 RI

UNUSED NOL FY 2017 [2/3/2018] $726,797 UT

UNUSED NOL FY 2017 [2/3/2018] $17,723 VT

UNUSED NOL FY 2017 [2/3/2018] $254,396 WI

UNUSED NOL FY 2017 [2/3/2018] $164,397 WV

TOTAL: $78,572,857

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Fill in this information to identify the case:

Debtor name Gymboree Holding Corporation

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 19-30257

 Check if this is an

amended filing

Official Form 206D

Schedule D: Creditors Who Have Claims Secured by Property 12/15

Be as complete and accurate as possible.

1. Do any creditors have claims secured by debtor's property?

 No. Check this box and submit page 1 of this form to the court with debtor's other schedules. Debtor has nothing else to report on this form.

 Yes. Fill in all of the information below.

Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property page 1 of 1

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 Document Page 30 of 36
Fill in this information to identify the case:

Debtor name Gymboree Holding Corporation

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 19-30257

 Check if this is an

amended filing

Official Form 206E/F

Schedule E/F: Creditors Who Have Unsecured Claims 12/15

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 1: List All Creditors with PRIORITY Unsecured Claims

1. Do any creditors have priority unsecured claims? (See 11 U.S.C. § 507).

 No. Go to Part 2.

 Yes. Go to line 2.

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 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply.

Date or dates debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: 

Is the claim subject to offset?  No  Yes

Part 3: List Others to Be Notified About Unsecured Claims

4. List in alphabetical order any others who must be notified for claims listed in Parts 1 and 2. Examples of entities that may be listed are collection agencies,

assignees of claims listed above, and attorneys for unsecured creditors.

If no others need to be notified for the debts listed in Parts 1 and 2, do not fill out or submit this page. If additional pages are needed, copy the next page.

Name and mailing address On which line in Part1 or Part 2 is the

related creditor (if any) listed?

Last 4 digits of

account number, if

any

Part 4: Total Amounts of the Priority and Nonpriority Unsecured Claims

5. Add the amounts of priority and nonpriority unsecured claims.

Total of claim amounts

5a. Total claims from Part 1 5a. $ 0.00

5b. Total claims from Part 2 5b. + $ 0.00

5c. Total of Parts 1 and 2

Lines 5a + 5b = 5c. 5c. $ 0.00

Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims page 1 of 1

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 Document Page 31 of 36
Fill in this information to identify the case:

Debtor name Gymboree Holding Corporation

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 19-30257

 Check if this is an

amended filing

Official Form 206G

Schedule G: Executory Contracts and Unexpired Leases 12/15

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

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

 No. Check this box and file this form 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 contacts of leases are listed on Schedule A/B: Assets - Real and Personal Property

(Official Form 206A/B).

2. List all contracts and unexpired leases State the name and mailing address for all other parties with

whom the debtor has an executory contract or unexpired

lease

2.1. State what the contract or

lease is for and the nature of

the debtor's interest

See Attached Schedule G

State the term remaining

List the contract number of any

government contract

Official Form 206G Schedule G: Executory Contracts and Unexpired Leases Page 1 of 1

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In re Gymboree Holding Corporation

Case No. 19-30257

Schedule G: Executory Contracts and Unexpired Leases

Contract Counterparty Address

Description of Contract or Lease and 

Nature of Debtor's Interest

Date of Contract 

or Lease Remaining Term

List Contract Number 

of Any Government 

Contract

ANDREW NORTH

1010 WILSHIRE BLVD. #709

LOS ANGELES CA 90017 EMPLOYMENT AGREEMENT 8/13/2015

ANDREW NORTH

1010 WILSHIRE BLVD. #709

LOS ANGELES CA 90017 EMPLOYMENT AGREEMENT

DANIEL J. GRIESEMER

145 MONARCH BAY DR

DANA POINT CA 92629 EMPLOYMENT AGREEMENT

DANIEL O’SHAUGHNESSY

239 BRANNAN ST. UNIT 5G

SAN FRANCISCO CA 94107 EMPLOYMENT AGREEMENT

DANIEL O’SHAUGHNESSY

239 BRANNAN ST. UNIT 5G

SAN FRANCISCO CA 94107 EMPLOYMENT AGREEMENT 4/13/2016

DANIEL O’SHAUGHNESSY

239 BRANNAN ST. UNIT 5G

SAN FRANCISCO CA 94107 EMPLOYMENT AGREEMENT 5/1/2016

JESSICA ROSS

222 BROADWAY #907

OAKLAND CA 94607 EMPLOYMENT AGREEMENT

JESSICA ROSS

222 BROADWAY #907

OAKLAND CA 94607 EMPLOYMENT AGREEMENT 8/10/2015

KIMBERLY HOLTZ MACMILLAN

624 CALLIPPE COURT

BRISBANE CA 94005 EMPLOYMENT AGREEMENT 7/14/2015

KIMBERLY HOLTZ MACMILLAN

1795 YORKTOWN ROAD

SAN MATEO CA 94402 EMPLOYMENT AGREEMENT

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Fill in this information to identify the case:

Debtor name Gymboree Holding Corporation

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 19-30257

 Check if this is an

amended filing

Official Form 206H

Schedule H: Your Codebtors 12/15

Be as complete and accurate as possible. If more space is needed, copy the Additional Page, numbering the entries consecutively. Attach the

Additional Page to this page.

1. Do you have any codebtors?

 No. Check this box and submit this form to the court with the debtor's other schedules. Nothing else needs to be reported on this form.

 Yes

2. In Column 1, list as codebtors all of the people or entities who are also liable for any debts listed by the debtor in the schedules of

creditors, Schedules D-G. Include all guarantors and co-obligors. In Column 2, identify the creditor to whom the debt is owed and each schedule

on which the creditor is listed. If the codebtor is liable on a debt to more than one creditor, list each creditor separately in Column 2.

Column 1: Codebtor Column 2: Creditor

Name Mailing Address Name Check all schedules

that apply:

2.1 See Attached

Schedule H

 D 

 E/F 

 G 

Official Form 206H Schedule H: Your Codebtors Page 1 of 1

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In re Gymboree Holding Corporation

Case No. 19-30257

Schedule H: Codebtors

Name of Codebtor Address Name of Creditor

Applicable Schedules 

(D, E/F, G)

Gymboree Group, Inc.

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105 ACFO CREDIT CORPORATION G

Gymboree Group, Inc.

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105 FIRST INSURANCE FUNDING G

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