Case 21-10632-MBK Doc 158 Filed 02/25/21 Entered 02/25/21 21:01:28 Desc Main Document Page 1 of 182 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY In re: Chapter 11 L’OCCITANE, INC., Case No. 21-10632 (MBK) Debtor. Judge: Hon. Michael B. Kaplan SCHEDULES OF ASSETS AND LIABILITIES FOR L’OCCITANE, INC., CASE NO. 21-10632 Case 21-10632-MBK Doc 158 Filed 02/25/21 Entered 02/25/21 21:01:28 Desc Main Document Page 2 of 182 GLOBAL NOTES AND STATEMENT OF LIMITATIONS, METHODS, AND DISCLAIMER REGARDING DEBTOR’S SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENT OF FINANCIAL AFFAIRS L’Occitane, Inc. (“Debtor”) the debtor and debtor-in-possession in this chapter 11 case, commenced on January 26, 2021 (“Petition Date”), herewith files its Schedules of Assets and Liabilities (collectively, “Schedules”) and Statement of Financial Affairs (“Statement”) in the United States Bankruptcy Court for the District of New Jersey (“Bankruptcy Court”). The Debtor, with the assistance of its legal and financial advisors, prepared the Schedules and Statement in accordance with section 521 of title 11 of the United States Code (“Bankruptcy Code”) and Rule 1007 of the Federal Rules of Bankruptcy Procedure (“Bankruptcy Rules”). These Global Notes and Statement of Limitations, Methods, and Disclaimer Regarding Debtor’s Schedules and Statement (“Global Notes”) pertain to, are incorporated by reference in, and comprise an integral part of all of the Schedules and Statement. The Global Notes should be referred to and reviewed in connection with any review of the Schedules and Statement. The Schedules and Statement 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 Debtor’s consolidated financial statements. The Schedules and Statement contain unaudited information that is subject to further review and potential adjustment. In preparing the Schedules and Statement, the Debtor relied on financial data derived from its books and records available as near as possible to the Petition Date, unless otherwise indicated. Although the Debtor has made reasonable efforts to ensure the accuracy and completeness of such financial information, subsequent information or discovery may result in material changes to the Schedules and Statement. As a result, the Debtor is unable to warrant or represent that the Schedules and Statements are without inadvertent errors, omissions, or inaccuracies, some of which may be material. For the avoidance of doubt, the Debtor and its agents, attorneys, and financial advisors hereby reserve their rights to amend and supplement the Schedules and Statement 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 Statement 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 Debtor or its 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 Debtor or damages to business reputation, lost business, or lost profits), whether foreseeable or not and however caused, even if the Debtor or its directors, officers, agents, attorneys, financial advisors, and restructuring advisors are advised of the possibility of such damages. The Debtor’s Regional Managing Director, Yann Tanini, has signed the Schedules and 119909045.v2 Case 21-10632-MBK Doc 158 Filed 02/25/21 Entered 02/25/21 21:01:28 Desc Main Document Page 3 of 182 Statement for Debtor. In reviewing and signing the Schedules and Statement, Mr. Tanini has necessarily relied upon the efforts, statements, and representations of various personnel of the Debtor. Mr. Tanini has not personally verified the accuracy of each such statement and representation, including statements and representations concerning amounts owed to creditors. Global Notes and Overview of Methodology 1. General Reservation of Rights. Nothing contained in the Schedules and Statement shall constitute a waiver of the Debtor’s rights or an admission with respect to its chapter 11 case, including any issues involving equitable subordination, defenses, or claims or causes of action arising under the provisions of chapter 5 of the Bankruptcy Code and any other applicable laws to recover assets or avoid transfers. Any specific reservation of rights contained elsewhere in the Global Notes does not limit in any respect the general reservation of rights contained in this paragraph. 2. References. Reference to various agreements or related documents may be necessary for a complete description of the collateral or the nature, extent, and priority of liens. Nothing in the Global Notes or the Schedules and Statement shall be deemed a modification or interpretation of the terms of any such agreements. Property and equipment listed in the Schedules and Statement are presented without consideration of any liens that may attach or have attached to such property and equipment. 3. Recharacterization. Notwithstanding that the Debtor has 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 Statement, the Debtor nonetheless may have inadvertently improperly characterized, classified, categorized, or designated certain items. The Debtor reserves all rights to recharacterize, reclassify, recategorize, or redesignate items reported in the Schedules and Statement at a later time as is necessary and appropriate. 4. Liabilities. Wherever possible, amounts owed as of the Petition Date are presented. Debtor allocated liabilities between the prepetition and postpetition periods based on the information and research conducted in connection with the preparation of the Schedules and Statement and other financial statements. As additional information becomes available and further research is conducted, the allocation of liabilities between the prepetition and postpetition periods may change, and the Debtor reserves the right to amend the Schedules and Statement as it deems appropriate. 5. Executory Contracts. The Debtor has not included executory contracts as assets in the Schedules and Statement. The Debtor’s executory contracts have been listed in Schedule G. The Debtor has made diligent attempts to properly identify all executory contracts and unexpired leases, however, inadvertent errors, omissions, or overinclusion may have occurred. 6. Setoffs. The Debtor incurs certain setoffs and other similar rights from customers in the ordinary course of business. Setoffs in the ordinary course can result from various items, including without limitation pricing discrepancies, returns, refunds, debit memos, credits, and other disputes between the Debtor and its customers. These normal setoffs and other similar rights are consistent with the ordinary course of business in the Debtor’s industry and can be voluminous, 119909045.v2 Case 21-10632-MBK Doc 158 Filed 02/25/21 Entered 02/25/21 21:01:28 Desc Main Document Page 4 of 182 making it unduly burdensome and costly for the Debtor to list such ordinary course setoffs. Therefore, although such setoffs and other similar rights may have been accounted for when scheduling certain amounts, setoffs are not independently accounted for, and as such, certain setoffs may be excluded from the Schedules and Statement. 7. Claims Description. Any failure to designate a claim on Debtor’s Schedules and Statement as “disputed,” “contingent,” or “unliquidated” does not constitute an admission by Debtor that such amount is not “disputed,” “contingent,” or “unliquidated.” Debtor reserves all rights to dispute any claim reflected on the Schedules and Statement on any grounds, including, without limitation, liability or classification, or to otherwise subsequently designate such claims as “disputed,” “contingent,” or “unliquidated.” 8. Excluded Assets and Liabilities. The Debtor has excluded rejection damage claims of counterparties to executory contracts and unexpired leases that are expected to be rejected, to the extent such damage claims exist. In addition, certain immaterial assets and liabilities that are not reported or tracked centrally may have been excluded. Debtor has excluded certain categories of Assets and liabilities from the Schedules and Statement, including accounts, or reserves recorded only for purposes of complying with the requirements of GAAP; deferred tax liabilities; and certain accrued liabilities including, but not limited to, accrued salaries and employee benefits. In addition and as set forth above, the Debtor has excluded amounts for which Debtor has sought and received authority from the Bankruptcy Court to pay. 9. Causes of Action. Despite reasonable efforts, the Debtor may not have identified or set forth all of its causes of action (filed or potential) against third parties as assets in its Schedules and Statement. The Debtor reserves all rights with respect to any causes of action and nothing in the Global Notes or the Schedules and Statement shall be deemed a waiver of any such causes of action. 10. Net Book Value. The Debtor does not have current market valuations