Court filing

Schedules of Assets and Liabilities — Kabbage Asset Funding 2019-A LLC — In re KServicing

Record facts

Court	U.S. Bankruptcy Court for the District of Delaware
Filed	2022-10-24

U.S. Bankruptcy Court for the District of Delaware · No. 22-10951 · Doc. 152 · 2022-10-24 · Docket on CourtListener

Summary

Schedules of Assets and Liabilities for Kabbage Asset Funding 2019-A LLC, Case No. 22-10955, filed October 24, 2022 as Doc 152 in the jointly administered chapter 11 cases of Kabbage, Inc. d/b/a KServicing, et al., Case No. 22-10951, in the U.S. Bankruptcy Court for the District of Delaware. The filing opens with the debtors' Global Notes and Statements of Limitations, Methodology, and Disclaimers, submitted under section 521 of the Bankruptcy Code and rule 1007 of the Federal Rules of Bankruptcy Procedure. Those notes record that each debtor commenced a voluntary chapter 11 case on October 3, 2022 and that joint administration was ordered October 4, 2022. It closes with a declaration under penalty of perjury on Official Form 202, checking Schedules A/B, D, E/F, G and H and the summary of assets and liabilities. The document is 44 pages.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Full text

Case No: 22-10955
SCHEDULES OF ASSETS AND LIABILITIES FOR
Kabbage Asset Funding 2019-A LLC
Chapter 11
(Jointly Administered)
In re
Debtors.
)
)
)
)
)
)
KABBAGE, INC. d/b/a KSERVICING, et al.,
22-10951
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
Case No
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 1 of 44

UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE

---------------------------------------------------------------
)
In re

)

Chapter 11
)
KABBAGE, INC. d/b/a KSERVICING, et al.,
)

Case No. 22-10951
)
Debtors.

)

(Jointly Administered)
)
---------------------------------------------------------------

GLOBAL NOTES AND STATEMENTS OF LIMITATIONS, METHODOLOGY,
AND DISCLAIMERS REGARDING THE DEBTORS’ SCHEDULES OF
ASSETS AND LIABILITIES AND STATEMENTS OF FINANCIAL AFFAIRS

Kabbage, Inc. d/b/a/ KServicing (“KServicing”) and certain of its affiliates, as debtors and
debtors in possession (collectively, the “Debtors” or the “Company”), are filing their respective
Schedules of Assets and Liabilities (each, a “Schedule,” and, collectively, the “Schedules”) and
Statements of Financial Affairs (each, a “Statement” or “SOFA” and, collectively, the
“Statements” or “SOFAs”) in the United States Bankruptcy Court for the District of Delaware
(the “Bankruptcy Court”) pursuant to section 521 of chapter 11 of title 11 of the United States
Code (the “Bankruptcy Code”) and rule 1007 of the Federal Rules of Bankruptcy Procedure (the
“Bankruptcy Rules”).

These Global Notes and Statements of Limitations, Methodology, and Disclaimers
Regarding the Debtors’ Schedules of Assets and Liabilities and Statements of Financial Affairs
(collectively, the “Global Notes”) pertain to, are incorporated by reference in, and comprise an
integral part of all the Schedules and Statements. The Global Notes are in addition to the specific
notes set forth below with respect to particular Schedules and Statements (the “Specific Notes,”
and, together with the Global Notes, the “Notes”). These Global Notes should be referred to, and
referenced in connection with, any review of the Schedules and Statements.

The Debtors’ management prepared the Schedules and Statements with the assistance of
their advisors and other professionals and have necessarily relied upon the efforts, statements,
advice, and representations of personnel of the Debtors and the Debtors’ advisors and other
professionals.

The Schedules and Statements are unaudited and subject to potential adjustment. 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 preparation. The Debtors’ management team
and advisors have made reasonable efforts to ensure that the Schedules and Statements are as
accurate and complete as possible under the circumstances; however, subsequent information or
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 2 of 44

discovery may result in material changes to the Schedules and Statements, and inadvertent errors
or omissions may exist. Particularly certain of the information relevant for the Schedules and
Statements may not currently be in the Debtors’ possession, custody or control despite on-going
good faith efforts to obtain it. Notwithstanding any such discovery, new information, or errors
or omissions, the Debtors do not undertake any obligation or commitment to update, modify,
revise, or re-categorize the Schedules and Statements, except as required under the Bankruptcy
Code. 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 shall not be liable for any
loss or injury, whether foreseeable or not, 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.

The Schedules, Statements, and Notes should not be relied upon by any persons for
information relating to current or future financial conditions, events, or performance of
any of the Debtors.

1.
Reservation of Rights. 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 (a) with respect to the description or designation of any “Claim”
of the Debtor(s) against which the Claim is asserted, (b) the right to dispute or otherwise
assert offsets or defenses to any claim reflected on the Schedules and Statements as to
amount, liability, classification, identity of debtor, (c) to otherwise subsequently designate
any claim as “disputed,” “contingent,” or “unliquidated” or (d) object to the extent,
validity, enforceability, priority or avoidability of any Claim. Furthermore, nothing
contained in the Schedules, Statements, or Notes shall constitute a waiver of any of the
Debtors’ rights or an admission with respect to their chapter 11 cases, including, but not
limited to, any issues involving objections to claims, substantive consolidation, equitable
subordination, defenses, characterization or re-characterization of contracts and leases,
assumption or rejection of contracts and leases under the provisions of chapter 3 of the
Bankruptcy Code, causes of action arising under the provisions of chapter 5 of the
Bankruptcy Code, or any other relevant applicable laws to recover assets or avoid
transfers.

2.
Description of the Cases. On October 3, 2022 (the “Commencement Date”), each of
the Debtors commenced a voluntary case under chapter 11 of the Bankruptcy Code. The
Debtors are authorized to operate their businesses and manage their properties as debtors
in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On
October 4, 2022, the Bankruptcy Court entered an order authorizing the joint
administration of these cases pursuant to Bankruptcy Rule 1015(b). As of the date hereof,
no trustee, examiner, or statutory committee of creditors has been appointed in these
chapter 11 cases.

3.
Basis of Presentation. For financial reporting purposes, the Debtors historically prepare
consolidated financial statements, which include information for Kabbage, Inc and its
affiliates. The Schedules and Statements are unaudited and reflect the Debtors’
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 3 of 44

reasonable efforts to report certain financial information of each Debtor on an
unconsolidated basis. These Schedules and Statements neither 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
with the financial statements of each Debtor.

To the extent applicable, the Debtors attempted to attribute the assets and liabilities,
certain required financial information, and various cash disbursements to the particular
Debtor entity. However, because the Debtors’ accounting systems, policies, and practices
were developed for consolidated reporting purposes, rather than reporting by legal entity,
it is possible that not all assets, liabilities or amounts of cash disbursements have been
recorded with the correct legal entity on the Schedules and Statements. Accordingly, the
Debtors reserve all rights to supplement and/or amend the Schedules and Statements in
this regard.

Given, among other things, the uncertainty surrounding the valuation of certain assets and
liabilities, a Debtor may report more assets than liabilities. Such report shall not constitute
an admission that such Debtor was solvent on the Commencement Date or at any time
before or after the Commencement Date. Likewise, a Debtor reporting more liabilities
than assets shall not constitute an admission that such Debtor was insolvent at the
Commencement Date or any time before or after the Commencement Date.

4.
Reporting Date. The Debtors completed a normal fiscal close for the period ending
September 30, 2022 (the “Reporting Date”). Consequently, to simplify the reporting,
the reported asset values in Schedules A and B, with the exception of estimated cash
balances, align with the asset values as of the Reporting Date, and the liability values in
Schedules D, E, and F are as of the Commencement Date, adjusted for authorized
payments under the First Day Orders (as defined below). Estimated cash balances
presented in Schedule A reflect bank balances as of the Commencement Date.
5.
Current Values. Other than estimated bank cash balances, the assets and liabilities of
each Debtor are listed as the book value of the asset or liability in the respective Debtor’s
accounting books and records. Unless otherwise noted, the value ascribed in the Debtor’s
books is reflected in the Schedules and Statements.

6.
Confidentiality. In line with the relief granted in the Order (I) Authorizing the Debtors
to (A) File and Maintain Consolidated Creditor lists, and (B) Redact Certain Personal
Identification Information for Individuals, (II) Approving Special Electronic Noticing
Procedures, and (III) Granting Related Relief [Docket No. 77] (the “Creditor Matrix
Order”) and to protect the privacy of certain parties, including, among others, the
Debtors’ borrowers and/or employees, certain identifying information, such as mailing
addresses of individuals, was redacted from the Schedules and SOFAs.

Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 4 of 44

7.
Consolidated Entity Accounts Payable and Disbursement Systems. As described in
the Cash Management Motion,1 the Debtors utilize an integrated, centralized cash
management system in the ordinary course of business to collect, concentrate, and
disburse funds generated by their operations (the “Cash Management System”).

8.
Accuracy. Although the Debtors have made reasonable efforts to 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 as is
necessary or appropriate. The financial information disclosed herein was not prepared in
accordance with federal or state securities laws or other applicable non-bankruptcy law
or in lieu of complying with any periodic reporting requirements thereunder. Persons and
entities trading in or otherwise purchasing, selling, or transferring the claims against or
equity interests in the Debtors should evaluate this financial information in light of the
purposes for which it was prepared. The Debtors are not liable for and undertake no
responsibility to indicate variations from securities laws or for any evaluations of the
Debtors based on this financial information or any other information.

9.
Net Book Value of Assets. In many instances, current market valuations are not
maintained by or readily available to the Debtors. It would be prohibitively expensive,
unduly burdensome, and an inefficient use of estate resources for the Debtors to obtain
current market valuations for all assets. As such, wherever possible, unless otherwise
indicated, net book values as of the Reporting Date are presented. When necessary, the
Debtors have indicated that the value of certain assets is “Unknown” or “Undetermined.”
Amounts ultimately realized may vary materially from net book value (or other value so
ascribed). Accordingly, the Debtors reserve all rights to amend, supplement, and adjust
the asset values set forth in the Schedules and Statements. As applicable, office furniture
and computer equipment assets that fully have been depreciated or amortized, or were
expensed, have no net book value, and, therefore, are not included in the Schedules and
Statements.

10.
Currency. All amounts shown in the Schedules and Statements are in U.S. Dollars,
unless otherwise indicated.

11.
Payment of Prepetition Claims Pursuant to First Day Orders. Shortly after the
Commencement Date, the Bankruptcy Court entered orders (the “First Day Orders”)
authorizing, but not directing, the Debtors to, among other things, pay prepetition
(a) amounts owed to certain vendors necessary to continue servicing and subservicing
PPP Loans and Legacy Loans in the ordinary course; (b) insurance obligations;
(c) employee wages, salaries, and related items, including employee benefit programs and
contractor workforce obligations; and (d) taxes and assessments. Where the Schedules
and Statements list creditors and set forth the Debtors’ scheduled amounts attributable to
such claims, such scheduled amounts reflect balances owed as of the Commencement

1 Motion of Debtors For Entry of Interim and Final Orders (I) Authorizing Debtors to (A) Continue Using Existing
Cash Management System, Bank Accounts, and Business Forms, (B) Implement changes to Cash Management in
the Ordinary Course of Business; and (II) Granting Related Relief [Docket No. 12] (the “Cash Management
Motion”).
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 5 of 44

Date. To the extent any adjustments are necessary for any payments made on account of
such claims following the commencement of these chapter 11 cases pursuant to the
authority granted to the Debtors by the Bankruptcy Court under the First Day Orders, such
adjustments have been included in the Schedules and Statements unless otherwise noted
on the applicable Schedule or Statement. The Debtors reserve the right to amend the
Schedules and Statements to reflect payments made pursuant to the First Day Orders that
may not be represented in the attached Schedules and Statements.

12.
Other Paid Claims. To the extent the Debtors have reached any postpetition
settlement with any party in interest, the terms of such settlement will prevail, supersede
amounts listed in the Schedules and Statements, and shall be enforceable by all parties,
subject to 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, including but not limited to filing claims objections,
as is necessary and appropriate to avoid overpayment or duplicate payment for such
liabilities.

13.
Setoffs. Given the nature of the Debtors business, they do not routinely incur setoffs
from suppliers and/or other third parties. Therefore, setoffs and other similar rights may
have not been accounted for when scheduling certain amounts. Any setoff of a
prepetition debt to be applied against the Debtors is subject to the automatic stay and
must comply with the Bankruptcy Code.

14.
Excluded Assets and Liabilities. Certain liabilities resulting from accruals and
liabilities recognized in accordance with GAAP and/or estimates of long-term liabilities
either are not payable at this time or have not yet been reported. Therefore, they do not
represent specific claims as of the Commencement Date and are not otherwise set forth
in the Schedules. Additionally, certain deferred assets, charges, accounts or reserves
recorded for GAAP reporting purposes only and certain assets with a net book value of
zero are not included in the Schedules. Excluded categories of assets and liabilities
include, but are not limited to, charged off loans, deferred revenue, and certain reserves.
Other immaterial assets and liabilities may have been excluded.

15.
Insiders. Persons listed as “insiders” have been included for informational purposes
only and the inclusion of them in the Schedules and Statements shall not constitute an
admission that such persons are insiders for purposes of section 101(31) of the
Bankruptcy Code. Moreover, the Debtors do not take any position with respect to: (a)
an insider’s influence over the control of the Debtors; (b) the management
responsibilities or functions or any such insider; (c) the decision making or corporate
authority of any such insider; or (d) whether the Debtors or any such insider could
successfully argue that he or she is not an “insider” under applicable law or with respect
to any theories or liability or for any other purpose.

16.
Intellectual Property Rights. Exclusion of any intellectual property shall not be
construed as an admission that such intellectual property rights have been abandoned,
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 6 of 44

terminated, assigned, expired by their terms, or otherwise transferred pursuant to a sale,
acquisition, or other transaction.

17.
Debtors’ Reservation of Rights. Nothing contained in the Schedules, Statements, or
Notes shall constitute a waiver of rights with respect to these chapter 11 cases,
including, but not limited to, the following:

a. The Debtors reserve the right to dispute and to assert setoff rights,
counterclaims, and defenses to any claim reflected on the Schedules as to
amount, liability, and classification, and to otherwise subsequently amend the
Schedules to designate any claim as “disputed,” “contingent,” or
“unliquidated.”

b. The listing of a claim (a) on Schedule D as “secured,” (b) on Schedule E as
“priority,” or (c) on Schedule F as “unsecured priority” does not constitute an
admission by the Debtors of the legal rights of the claimant, or a waiver of the
Debtors’ rights to recharacterize or reclassify such claim or contract pursuant to
a schedule amendment or otherwise. Moreover, although the Debtors may have
scheduled claims of various creditors as secured claims, no current valuation of
the Debtors’ assets in which such creditors may have a security interest has been
undertaken. Except as provided in an order of the Bankruptcy Court, the
Debtors reserve all rights to dispute and challenge the secured nature or amount
of any such creditor’s claims or the characterization of the structure of any
transaction, or any document or instrument related to such creditor’s claim.

c. In the ordinary course of their businesses, the Debtors may lease computer
equipment from certain third-party lessors for use in the daily operation of their
business. Any such leases are set forth on Schedule G and any current amount
due under such leases that were outstanding as of the Commencement Date is
listed on Schedule F. The property subject to any of such leases is not reflected
in either Schedule A or Schedule B as either owned property or assets of the
Debtor nor is such property reflected in the Debtor’s Statement as property or
assets of third parties within the control of the Debtor. Nothing in the Schedules
is or shall be construed as an admission or 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 rights with respect to any of such
issues, including the recharacterization thereof.

d. 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.

e. The Debtors’ businesses are part of a single enterprise. Although the Debtors
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 7 of 44

have exercised their reasonable efforts to ensure the accuracy of their Schedules
and Statements, they nevertheless may contain errors and omissions. The
Debtors hereby reserve all rights to dispute the validity, status, and
enforceability of any contracts, agreements, and leases set forth on the
Schedules and Statements, and to amend and supplement the Schedules and
Statements as necessary.

f. The Debtors further reserve all rights, claims, and causes of action with respect
to the contracts and agreements listed on the Schedules and Statements,
including, but not limited to, the right to dispute and challenge the
characterization or the structure of any transaction, document, and instrument
related to a creditor’s claim.

g. Listing a contract or lease on the Schedules and Statements shall not be deemed
an admission that such contract is an executory contract, such lease is an
unexpired lease, or that either necessarily is a binding, valid, and enforceable
contract. The Debtors hereby expressly reserve the right to assert that any
contract listed on the Schedules and Statements does not constitute an executory
contract within the meaning of section 365 of the Bankruptcy Code, as well as
the right to assert that any lease so listed does not constitute an unexpired lease
within the meaning of section 365 of the Bankruptcy Code.

h. To timely close the books and records of the Debtors as of September 30, 2022
or the Commencement Date, as applicable, and to prepare such information on
a legal entity basis, the Debtors were required to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities and
reported revenue and expenses. The Debtors reserve all rights to amend the
reported amounts of assets, liabilities, reported revenue and expenses to reflect
changes in those estimates and assumptions.

18.
Addresses of Employees. The Debtors have redacted the addresses of the Debtors’
current and former employees in accordance with the Creditor Matrix Order. The
Debtors have served and will continue to serve all necessary notices, including notice
of the claims bar date, to the actual address of each of the Debtors’ employees in
accordance with the Creditor Matrix Order.

Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 8 of 44

Specific Notes with Respect to the Debtors’ Schedules of Assets and Liabilities

1. Schedules A/B

Part 1. As set forth more fully in the Cash Management Motion, the Debtors fund their
operations as of the Commencement Date through 15 bank accounts maintained by
KServicing. The bank balances listed in the Cash Management Motion are as of the close
of business on September 30, 2022; however, some of the funds included in these balances
are owed to other parties and therefore the Debtors’ unencumbered cash balance is less
than the total bank balances. Bank balances listed on Schedule AB Part 1-3 are as of the
Commencement Date. As of the Commencement Date, the Debtors had approximately
$11 million of unencumbered cash.
Part 2. Certain prepaid or amortized assets are listed in Part 2 in accordance with the
Debtors’ books and records. The amounts listed in Part 2 do not necessarily reflect assets
the Debtors will be able to collect or realize. The amounts listed in Part 2 include, among
other things, prepaid insurance, taxes, software licenses, and other vendors related to loan
servicing operations.

The Debtors also maintain a security deposit in connection with the Debtors’ non-
residential real property lease. This deposit is included in the Schedules for the
appropriate legal entity.

Part 3. The Debtors’ accounts receivable information includes receivables from the
Debtors’ unpledged loan portfolios, including receivables from KServicing owned
Paycheck Protection Program loans (the “KS PPP Loans”) and Legacy Loans, customers,
vendors, or other outside parties. The Debtors do not indicate the age of accounts
receivables in these Schedules and Statements. The accounts receivable balances in this
section exclude (a) certain intercompany related receivables that the Debtors are not able
to collect on, (b) the receivable from Customer Bank and (c) Paycheck Protection Program
Liquidity Facility (the “PPPLF”) loans pledged to the Federal Reserve Bank of San
Francisco (the “Reserve Bank””), which are reported under other Notes receivable, Part
11-71.

Part 4. Any of the Debtors’ ownership interests in subsidiaries are listed in Schedule A/B,
Part 4 as zero, because each of the subsidiary entities are dormant, and no recovery is
contemplated.

Part 7. The Debtors have office furniture and computer equipment assets that have been
expensed, have no net book value, and, therefore, are not included in the Schedules and
Statements.

Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 9 of 44

Part 9. Property leased by the Debtors is listed in Schedule G and is not listed in Part 9
of Schedule A/B.

Part 10. Part 10 identifies the various trademarks and licenses owned and maintained by
the Debtors. Part 10 also includes a best effort listing of the Debtors’ registered internet
domains and websites. Any assets identified in Part 10 were excluded assets in the sale of
the Debtors’ assets to affiliates of American Express or licensed back to the Debtors by
affiliates of American Express. The act of not listing any specific domain or website is
not a relinquishing of ownership.

Part 11.

i. Notes Receivable. The Notes Receivables reflected in the Schedules and
Statements are comprised of certain receivables the Debtors assert exist
against or from (a) Biz2Credit for referral fees, (b) Customer Bank for
uncollected referral and related service fees, (c) excess amounts lent to certain
PPP borrowers due to difficulties in accounting for federal, state, and local
taxes when calculating a borrower’s overall payroll costs (“Excess Salt
Recoupment”), (d) PPP loan maturity amounts that were advanced to the
Reserve Bank for the respective loan maturity dates for certain loans for which
the Debtors had not yet received full forgiveness payment, guaranty purchase
payment, or full borrower repayment (“Out-of-Pocket 24 Month Maturities
Recoupment”) and (e) the PPPLF loans pledged as collateral for the Reserve
Bank. Any alleged claims related to Notes Receivables are included on
Schedule E/F.

ii. Unused net operating losses (NOLs). The Debtors have net operating losses
however the timing and the use of such credits cannot be determined at this
time. As a result, the current value is listed as “undetermined.” The use of the
word “undetermined” does not reflect the potential materiality of deferred
value.

iii. Other contingent and unliquidated claims or causes of action of every nature.
In the ordinary course of business, the Debtors may have accrued, or may
subsequently accrue, certain rights to counterclaims, cross-claims, setoffs, and
refunds with suppliers, among other claims. Additionally, certain of the
Debtors may be party to pending litigation in which the Debtors have asserted,
or may assert, claims as plaintiffs, or counter-claims and/or cross-claims as
defendants.

Despite exercising their reasonable efforts to identify all known assets, the
Debtors may not have listed all their causes of action or potential causes
of action against third parties as assets in their Schedules, including, but not
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 10 of 44

limited to, avoidance actions arising under chapter 5 of the Bankruptcy Code
and actions under other relevant non-bankruptcy laws to recover assets. The
Debtors reserve all rights with respect to any claims and causes of action they
may have. Neither these Notes nor the Schedules shall be deemed a waiver of
any such claims or causes of action or to prejudice or impair the assertion
thereof in any way.

2. Schedule D. The claims listed on Schedule D arose and were incurred on various dates. A
determination of the date upon which each claim arose or was incurred would be unduly
burdensome and cost prohibitive. Accordingly, not all such dates are included for each claim.
To the best of the Debtors’ knowledge, all claims listed on Schedule D arose, or were incurred
before the Commencement Date. Except as otherwise agreed or stated pursuant to a
stipulation, agreed order, or other order entered by the Bankruptcy Court that is or becomes
final, the Debtors and their estates reserve their rights to dispute and challenge the validity,
perfection, or immunity from avoidance of any lien purported to be granted or perfected in any
specific asset to a creditor listed on Schedule D of any Debtor and, subject to the foregoing
limitations, note as follows: (a) although the Debtors may have scheduled claims of various
creditors as secured claims, no current valuation of the Debtors’ assets in which such
creditors may have a lien has been undertaken; (b) the Debtors reserve all rights to dispute
and challenge the secured nature of any creditor’s claim or the characterization of the structure
of any such transaction or any document or instrument related to such creditor’s claim; (c) the
descriptions provided on Schedule D are intended to be a summary; and (d) claim amounts do
not account for interest, if any. Reference to the applicable agreements and related documents
is necessary for a complete description of the collateral and the nature, extent, and priority of
any liens.

Except as specifically stated herein, real property lessors and other parties which may hold
security deposits or other security interests have not been listed on Schedule D. The Debtors
have not listed on Schedule D any parties whose claims may be secured through rights of setoff,
deposits, or advance payments posted by, or on behalf of, the Debtors, or judgment or statutory
lien rights.

3. Schedules E/F

a. Part 1. The claims listed on Part 1 arose and were incurred on various dates. A
determination of the date upon which each claim arose or was incurred would be
unduly burdensome and cost prohibitive. Accordingly, no such dates are included
for each claim listed on Part1. To the best of the Debtors’ knowledge, all claims
listed on Part 1arose or were incurred before the Commencement Date. The Debtors
have not listed any tax, wage, or wage-related obligations that the Debtors have paid
pursuant to First Day Orders on Part 1. The Debtors reserve their right to dispute or
challenge whether creditors listed on Part 1 are entitled to priority claims under the
Bankruptcy Code.

Claims owing to various taxing authorities to which the Debtors potentially may be
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 11 of 44

liable are included on Part 1. Certain of such claims, however, may be subject to
reconciliation and/or the Debtors may otherwise be unable to determine with
certainty the amount of the remaining claims listed on Part 1. Therefore, the Debtors
have listed all such claims as contingent and unliquidated, pending final resolution
of ongoing audits or other outstanding issues.

b. Part 2. The Debtors have exercised their reasonable efforts to list all liabilities on Part
2 of each applicable Debtor. As a result of the Debtors’ consolidated operations,
however, Part 2 for each Debtor should be reviewed in these cases for a complete
understanding of the unsecured claims against the Debtors. Certain creditors listed
on Part 2 may owe amounts to the Debtors, and, as such, the Debtors may have valid
setoff and recoupment rights with respect to such amounts. The amounts listed on
Part 2 may not reflect any such right of setoff or recoupment, and the Debtors reserve
all rights to assert the same and to dispute and challenge any setoff and/or recoupment
rights that may be asserted against the Debtors by a creditor. Additionally, certain
creditors may assert liens against the Debtors for amounts listed on Part 2. The
Debtors reserve their right to dispute and challenge the validity, perfection, and
immunity from avoidance of any lien purported to be perfected by a creditor listed
on Part 2 of any Debtor. In addition, certain parties may assert that claims listed on
Part 2 are entitled to priority under 11 U.S.C. § 503(b)(9).
The Debtors have made reasonable efforts to include all unsecured creditors on Part 2
including, but not limited to, trade creditors, landlords, utility companies, consultants,
and other service providers. The Debtors, however, believe that there are instances
where creditors have yet to provide proper invoices for prepetition goods or services.
While the Debtors maintain general accruals to account for these liabilities in
accordance with GAAP, these amounts are estimates and have not been included on
Part 2.
Part 2 also contains information regarding pending litigation involving the Debtors.
In certain instances, the relevant 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 included on that Debtor’s Schedule E/F. The
amounts for these potential claims are listed as undetermined and marked as
contingent, unliquidated, and disputed in the Schedules. See Specific Note, SOFA 7
for a description of the litigation listed in Part 2.
Part 2 does not include certain balances including deferred revenue, accruals and/or
reserves. Such amounts are, however, reflected on the Debtors’ books and records as
required in accordance with GAAP. Such accruals primarily represent estimates of
liabilities and do not represent specific claims as of the Commencement Date.
The claims of individual creditors may not reflect credits and/or allowances due from
creditors to the applicable Debtor. The Debtors reserve all of their rights with respect
to any such credits and/or allowances, including the right to assert objections and/or
setoffs or recoupments with respect to same.
The Bankruptcy Court has authorized the Debtors to pay, in their discretion, certain
non-priority unsecured claims, pursuant to the First Day Orders. To the extent
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 12 of 44

practicable, each Debtor’s Schedule E/F is intended to reflect the balance as of the
Commencement Date, adjusted for postpetition payments under some or all of the
First Day Orders. Each Debtor’s Schedule E/F will reflect some of the Debtor’s
payment of certain claims pursuant to the First Day Orders, and, to the extent an
unsecured claim has been paid or may be paid, it is possible such claim is not included
on Schedule E/F. Certain Debtors may pay additional claims listed on Schedule E/F
during these chapter 11 cases pursuant to the First Day Orders and other orders of the
Bankruptcy Court and the Debtors reserve all of their rights to amend Schedule E/F
to reflect such payments or to modify the claims register to account for the satisfaction
of such claims. Additionally, Schedule E/F does not include potential rejection
damage claims, if any, of the counterparties to executory contracts and unexpired
leases that have been, or may be, rejected.

4. Schedule G. Although reasonable efforts have been made to ensure the accuracy of
Schedule G regarding executory contracts and unexpired leases (collectively, the
“Agreements”), the Debtors’ review process of the Agreements is ongoing and inadvertent
errors, omissions, or over-inclusion may have occurred. The Debtors may have entered into
various other types of Agreements in the ordinary course of their businesses, such as
indemnity agreements, supplemental agreements, amendments/letter agreements, non-
compete agreements, and confidentiality agreements which may not be set forth in Schedule
G. 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.
Schedule G may be amended at any time to add any omitted Agreements. Likewise, the
listing of an Agreement on Schedule G does not constitute an admission that such Agreement
is an executory contract or unexpired lease or that such Agreement was in effect on the
Commencement Date or is valid or enforceable. The Agreements 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 and other
documents, instruments, and agreements which may not be listed on Schedule G.

To the extent short-term service orders that are oral in nature, such orders have not been
included in Schedule G.

Any and all of the Debtors’ rights, claims and causes of action with respect to the Agreements
listed on Schedule G are hereby reserved and preserved, and as such, the Debtors hereby
reserve all of their rights to (a) dispute the validity, status, or enforceability of any
Agreements set forth on Schedule G, (b) dispute or challenge the characterization of the
structure of any transaction, or any document or instrument related to a creditor’s claim,
including, but not limited to, the Agreements listed on Schedule G, and (c) amend or
supplement such Schedule as necessary.

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 Debtor’s Schedule G on
which to list the Agreement.
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 13 of 44

5. Schedule H. In the ordinary course of their businesses, the Debtors are involved in pending
or threatened litigation and claims arising out of the conduct of their businesses. Some of
these matters may involve multiple plaintiffs and defendants, some or all of whom may assert
cross-claims and counter-claims against other parties. Subject to these Global and Specific
Notes, any known litigation and/or claims have been listed on Kabbage, Inc’s Schedule F
and SOFA Part 3. Such litigation may be inclusive of other Debtor affiliates and as such,
they have not been set forth individually on Schedule H. Furthermore, the Debtors may not
have identified on Schedule H certain guarantees that are embedded in the Debtors’
contracts, leases, secured financings, debt instruments, and other such agreements. No claim
set forth on the Schedules and Statements of any Debtor is intended to acknowledge claims
of creditors that are otherwise satisfied or discharged by other Debtors or non-Debtors. Due
to their voluminous nature, and to avoid unnecessary duplication, the Debtors have not
included on Schedule H debts for which more than one Debtor may be liable if such debts
were already reflected on Schedule E/F or Schedule G for the respective Debtors subject to
such debt. The Debtors reserve all of their rights to amend the Schedules to the extent that
additional guarantees are identified, or such guarantees are discovered to have expired or be
unenforceable.
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 14 of 44

Specific Notes With Respect to the Debtors’ Statements of Financial Affairs

1.
SOFA 1. The income stated in the Debtors’ response to SOFA 1 represents gross
revenue. The Debtors’ fiscal year ends on the last day of each calendar year:

• FY 2020: Comprised of consolidated revenues for fiscal year ended December 31,
2020.

• FY 2021: Comprised of consolidated revenues for fiscal year ended December 31,
2021.

• FY 2022: Comprised of 9 months ending September 30, 2022.

2.
SOFA 3.
As described in the Cash Management Motion, the Debtors utilize their integrated,
centralized Cash Management System to collect, concentrate, and disburse funds
generated by their operations. The obligations of the Debtors are paid by and through
KServicing.
The Debtors routinely remit payments in the ordinary course of business to borrowers
or the Small Business Administration for overpayments made by borrowers on loans
that have already been forgiven or guaranty purchased by the SBA, as applicable.
These Schedules and Statements do not list such payments made in the ordinary course
of business as described in the Motion of Debtors for Interim and Final Orders
Authorizing Debtors to (I) Continue Servicing and Subservicing Activities and (II)
Perform Related Obligations [Docket No. 11].
The payments disclosed in SOFA 3 are based on payments made by the Debtors with
payment dates from July 6, 2022 to October 3, 2022. The actual dates that cash cleared
the Debtors’ bank accounts were not considered. Most payments are made either by
wire or ACH and the actual dates that cash cleared the Debtors’ bank accounts may
vary depending on whether payment was made via wire versus ACH.

The response to SOFA 3 excludes disbursements or transfers listed on SOFA 4.
All payments listed on SOFA 11 are not also listed on SOFA 3.
3.
SOFA 4. The payroll-related amounts shown in response to SOFA 4 are gross amounts
that do not include reductions for amounts including employee taxes or benefit
withholdings. To the extent that insiders receive benefits, such as work-related
allowances, those payments have been included as expense reimbursements to the
extent paid directly to the employee. The Debtors also provide corporate-paid credit
cards and reimburse direct business expenses incurred by insiders. Such business
expenses have not been included in SOFA 4. As authorized by Creditor Matrix Order,
home addresses for individuals identified as insiders have been redacted.
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 15 of 44

4.
SOFA 7. The Debtors were engaged in the business of servicing PPP loans following
the enactment of the CARES Act. While the Debtors remained diligent in
understanding and implementing updated guidance and serviced the PPP loans in a
complaint manner, their servicing efforts were the subject of heightened scrutiny, and
they were subsequently implicated in various investigations, disputes, and
administrative proceedings. Information provided in response to SOFA 7 includes
those investigations, disputes, and administrative proceedings that are formally
recognized by an administrative, judicial, or other adjudicative forum. In addition, at
any time, the Debtors may be subject to numerous third party subpoenas, which are not
listed in the response to SOFA 7. While the Debtors believe they were diligent in their
efforts in completing SOFA 7, it is possible that certain matters that may be responsive
to this question may have been inadvertently excluded in the Debtors’ response to
SOFA 7. The Debtors reserve all of their rights to amend or supplement their response
to SOFA 7.

Further, the Debtors reserve all of their rights and defenses with respect to any and all
matters listed in SOFA 7. The listing of any such matters shall not constitute an
admission by the Debtors of any liabilities or that the actions, matters or other
proceedings were correctly filed against the Debtors or any affiliates of the Debtors.
The Debtors also reserve their rights to assert that neither the Debtors nor any affiliate
of the Debtors is an appropriate party to such matters, actions or other proceedings.

5.
SOFA 11. All payments for services of any persons or entities that provided
consultation concerning debt counseling or restructuring services, relief under the
Bankruptcy Code, or preparation of a petition in bankruptcy within one year
immediately preceding the Commencement Date are listed on that Debtor’s response
to SOFA 11. Additional information regarding the Debtors’ retention of professional
service firms is more fully described in individual retention applications and related
orders.

6.
SOFA 13. As reflected on SOFA 13, on or around October 15, 2020, the Debtors sold
substantially all of their assets to affiliates of American Express in exchange for
approximately $750,000,000 (the “Purchase Price”). The substantial majority of the
Purchase Price was paid to shareholders of the Debtors and the balance of the Purchase
Price was used to, among other things, pay transaction costs, employee obligations and
the Debtors’ go-forward working capital obligations.

7.
SOFA 14. The corporate headquarters was transferred to affiliates of American
Express in connection with sale of Debtors’ assets in October 2020. During the COVID-
19 pandemic the offices remained primarily unused as a safety measure. On March 1,
2022, upon entering into a new non-residential lease, the Debtors began utilizing their
current office space.

8.
SOFA 16. In the ordinary course of business in connection with their origination and
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 16 of 44

servicing businesses, the Debtors collect certain personally identifiable information
(“PII”), including but not limited to, their borrowers’ names, business names, personal
and business addresses, date of birth, email, social security numbers or EIN, bank
accounts and phone numbers. A list of categories of collected PII is included in the
response to SOFA 16. The Debtors maintain a privacy policy regarding the use of PII.

9.
SOFA 25. The Debtors used their reasonable efforts to identify the beginning and
ending dates of all businesses in which the Debtors were an owner, partner, member or
otherwise a person in control within the six years immediately preceding the
Commencement Date. The nature for operations for some of the businesses is unknown
to current management.

10.
SOFA 26. The Debtors provided financial statements in the ordinary course of business
to certain parties for business, statutory, credit, financing and other reasons. Recipients
include, among others, regulatory agencies, financial institutions, investment banks,
debtholders and their legal and financial advisors. Financial statements have also been
provided to other parties as requested, subject to customary non-disclosure
requirements where applicable.

11.
SOFA 30. Any and all known payments, distributions or withdrawals to insiders of the
Debtors in the year before the Commencement Date have been listed in response to
SOFA 4.

Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 17 of 44

Kabbage Asset Funding 2019-A LLC
Part 1:
Cash and cash equivalents
Case Number:
22-10955
Schedule A/B: Assets — Real and Personal Property
No. Go to Part 2.
Does the debtor have any cash or cash equivalents?
1.
Yes. Fill in the information below.
General description
Type of account
(if applicable)
Last 4 digits of
account #
(if applicable)
Current value of
debtor’s interest
2.
Cash on hand
2.1
3.
Checking, savings, money market, or financial brokerage accounts (Identify all)
3.1
4.
Other cash equivalents (Identify all)
4.1
Add lines 2 through 4. Copy the total to line 80.
5.
Total of Part 1.
Page 1 of 1 to Schedule A/B Part 1
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 18 of 44

Kabbage Asset Funding 2019-A LLC
Part 2:
Deposits and prepayments
Case Number:
22-10955
Schedule A/B: Assets — Real and Personal Property
No. Go to Part 3.
Does the debtor have any deposits or prepayments?
6.
Yes. Fill in the information below.
General description
Current value of
debtor’s interest
7.
Deposits, including security deposits and utility deposits
Description, including name of holder of deposit
7.1
8.
Prepayments, including prepayments on executory contracts, leases, insurance, taxes, and rent
Description, including name of holder of prepayment
8.1
Add lines 7 through 8. Copy the total to line 81.
9.
Total of Part 2
Page 1 of 1 to Schedule A/B Part 2
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 19 of 44

Kabbage Asset Funding 2019-A LLC
Part 3:
Accounts receivable
Case Number:
22-10955
Schedule A/B: Assets — Real and Personal Property
No. Go to Part 4.
Does the debtor have any accounts receivable?
10.
Yes. Fill in the information below.
General description
Doubtful or
uncollectable
Current value of
debtor’s interest
Face or requested
amount
Accounts receivable
11.
11a. 90 days old or less:
11b. Over 90 days old:
11c. All accounts receivable:
-
-
-
=
=
=
Current value on lines 11a + 11b = line 12. Copy the total to line 82.
12.
Total of Part 3
Page 1 of 1 to Schedule A/B Part 3
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 20 of 44

Kabbage Asset Funding 2019-A LLC
Part 4:
Investments
Case Number:
22-10955
Schedule A/B: Assets — Real and Personal Property
No. Go to Part 5.
Does the debtor own any investments?
13.
Yes. Fill in the information below.
General description
Current value of
debtor’s interest
Valuation method
used for current value
14. Mutual funds or publicly traded stocks not included in Part 1
Name of fund or stock:
14.1
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:
15.1
16. Government bonds, corporate bonds, and other negotiable and non-negotiable instruments not included in Part 1
Describe:
16.1
Add lines 14 through 16. Copy the total to line 83.
17.
Total of Part 4
Page 1 of 1 to Schedule A/B Part 4
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 21 of 44

Kabbage Asset Funding 2019-A LLC
Part 5:
Inventory, excluding agriculture assets - detail
Case Number:
22-10955
Schedule A/B: Assets — Real and Personal Property
No. Go to Part 6.
Does the debtor own any inventory (excluding agriculture assets)?
18.
Yes. Fill in the information below.
General description
Net book value of
debtor's interest
(Where available)
Valuation method
used for current
value
Current value of
debtor’s interest
Date of the last
physical inventory
19.
Raw materials
19.1
20.
Work in progress
20.1
21.
Finished goods, including goods held for resale
21.1
22.
Other Inventory or supplies
22.1
Add lines 19 through 22. Copy the total to line 84.
23.
Total of Part 5
No
Is any of the property listed in Part 5 perishable?
24.
Yes
No
Has any of the property listed in Part 5 been appraised by a professional within the last year?
26.
Yes
No
Has any of the property listed in Part 5 been purchased within 20 days before the bankruptcy was filed?
25.
Yes.
Book Value
Valuation method
Current value
Page 1 of 1 to Schedule A/B Part 5
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 22 of 44

Kabbage Asset Funding 2019-A LLC
Part 6:
Farming and fishing-related assets (other than titled motor vehicles and land) - detail
Case Number:
22-10955
Schedule A/B: Assets — Real and Personal Property
No. Go to Part 7.
Does the debtor own or lease any farming and fishing-related assets (other than titled motor vehicles and land)?
27.
Yes. Fill in the information below.
General description
Net book value of
debtor's interest
(Where available)
Valuation method
used for current value
Current value of
debtor’s interest
28.
Crops—either planted or harvested
28.1
29.
Farm animals
Examples: Livestock, poultry, farm-raised fish
29.1
30.
Farm machinery and equipment
(Other than titled motor vehicles)
30.1
31.
Farm and fishing supplies, chemicals, and feed
31.1
32.
Other farming and fishing-related property not already listed in Part 6
32.1
Add lines 28 through 32. Copy the total to line 85.
33.
Total of Part 6
No
Is the debtor a member of an agricultural cooperative?
34.
Yes. Is any of the debtor’s property stored at the cooperative?
No
Has any of the property listed in Part 6 been appraised by a professional within the last year?
37.
Yes
No
Yes
No
Has any of the property listed in Part 6 been purchased within 20 days before the bankruptcy was filed?
35.
Yes.
No
Is a depreciation schedule available for any of the property listed in Part 6?
36.
Yes
Book Value
Valuation method
Current value
Page 1 of 1 to Schedule A/B Part 6
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 23 of 44

Kabbage Asset Funding 2019-A LLC
Part 7:
Office furniture, fixtures, and equipment; and collectibles - detail
Case Number:
22-10955
Schedule A/B: Assets — Real and Personal Property
No. Go to Part 8.
Does the debtor own or lease any office furniture, fixtures, equipment, or collectibles?
38.
Yes. Fill in the information below.
General description
Net book value of
debtor's interest
(Where available)
Valuation method
used for current value
Current value of
debtor’s interest
39.
Office furniture
39.1
40.
Office fixtures
40.1
41.
Office equipment, including all computer equipment and communication systems equipment and software
41.1
42.
Collectibles
42.1
Add lines 39 through 42. Copy the total to line 86.
43.
Total of Part 7
No
Is a depreciation schedule available for any of the property listed in Part 7?
44.
Yes
No
Has any of the property listed in Part 7 been appraised by a professional within the last year?
45.
Yes
Page 1 of 1 to Schedule A/B Part 7
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 24 of 44

Kabbage Asset Funding 2019-A LLC
Part 8:
Machinery, equipment, and vehicles
Case Number:
22-10955
Schedule A/B: Assets — Real and Personal Property
No. Go to Part 9.
Does the debtor own or lease any machinery, equipment, or vehicles?
46.
Yes. Fill in the information below.
General description
Net book value of
debtor's interest
(Where available)
Valuation method
used for current value
Current value of
debtor’s interest
47.
Automobiles, vans, trucks, motorcycles, trailers, and titled farm vehicles
47.1
48.
Watercraft, trailers, motors, and related accessories
Examples: Boats, trailers, motors, floating homes, personal watercraft, and fishing vessels
48.1
49.
Aircraft and accessories
49.1
50.
Other machinery, fixtures, and equipment (excluding farm machinery and equipment)
50.1
Add lines 47 through 50. Copy the total to line 87.
51.
Total of Part 8
No
Is a depreciation schedule available for any of the property listed in Part 8?
52.
Yes
No
Has any of the property listed in Part 8 been appraised by a professional within the last year?
53.
Yes
Page 1 of 1 to Schedule A/B Part 8
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 25 of 44

Kabbage Asset Funding 2019-A LLC
Part 9:
Real property - detail
Case Number:
22-10955
Schedule A/B: Assets — Real and Personal Property
No. Go to Part 10.
Does the debtor own or lease any real property?
54.
Yes. Fill in the information below.

Net book value of
debtor's interest
(Where available)
Valuation method
used for current
value
Current value of
debtor’s interest
Nature and extent
of debtor’s
interest in
property
Description and location of property
Include street address or other description such as
Assessor Parcel Number (APN), and type of property
(for example, acreage, factory, warehouse, apartment
or office building), if available.
55.
Any building, other improved real estate, or land which the debtor owns or in which the debtor has an interest
55.1
Add the current value on all Question 55 lines and entries from any additional sheets. Copy the total to line 88.
56.
Total of Part 9
No
Is a depreciation schedule available for any of the property listed in Part 9?
57.
Yes
No
Has any of the property listed in Part 9 been appraised by a professional within the last year?
58.
Yes
Page 1 of 1 to Schedule A/B Part 9
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 26 of 44

Kabbage Asset Funding 2019-A LLC
Part 10:
Intangibles and intellectual property - detail
Case Number:
22-10955
Schedule A/B: Assets — Real and Personal Property
No. Go to Part 11.
Does the debtor have any interests in intangibles or intellectual property?
59.
Yes. Fill in the information below.
General description
Net book value of
debtor's interest
(Where available)
Valuation method
used for current value
Current value of
debtor’s interest
60.
Patents, copyrights, trademarks, and trade secrets
1
60.
61.
Internet domain names and websites
1
61.
62.
Licenses, franchises, and royalties
1
62.
63.
Customer lists, mailing lists, or other compilations
1
63.
64.
Other intangibles, or intellectual property
1
64.
65.
Goodwill
1
65.
Add lines 60 through 65. Copy the total to line 89.
66.
Total of Part 10
No
Do your lists or records include personally identifiable information of customers (as defined in 11 U.S.C. §§ 101(41A) and
107)?
67.
Yes
No
Is there an amortization or other similar schedule available for any of the property listed in Part 10?
68.
Yes
No
Has any of the property listed in Part 10 been appraised by a professional within the last year?
69.
Yes
Page 1 of 1 to Exhibit AB-10
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 27 of 44

Kabbage Asset Funding 2019-A LLC
Part 11:
All other assets
Case Number:
22-10955
Schedule A/B: Assets — Real and Personal Property
No. Go to Part 12.
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.
70.
Yes. Fill in the information below.
General description
Current value of
debtor’s interest
71.
Notes receivable
Description (include name of obligor)
71.1
72.
Tax refunds and unused net operating losses (NOLs)
Description (for example, federal, state, local)
72.1
73.
Interests in insurance policies or annuities
73.1
74.
Causes of action against third parties (whether or not a lawsuit has been filed)
74.1
75.
Other contingent and unliquidated claims or causes of action of every nature, including counterclaims of the debtor and rights to set
off claims
75.1
76.
Trusts, equitable or future interests in property
76.1
77.
Other property of any kind not already listed Examples: Season tickets, country club membership
Examples: Season tickets, country club membership
77.1
Page 1 of 2 to Schedule A/B Part 11
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 28 of 44

Kabbage Asset Funding 2019-A LLC
Part 11:
All other assets
Case Number:
22-10955
Schedule A/B: Assets — Real and Personal Property
Add lines 71 through 77. Copy the total to line
90.
78.
Total of Part 11
No
Has any of the property listed in Part 11 been appraised by a professional within the last year?
79.
Yes
Page 2 of 2 to Schedule A/B Part 11
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 29 of 44

Kabbage Asset Funding 2019-A LLC
Part 12:
Summary
Case Number:
22-10955
Schedule A/B: Assets — Real and Personal Property
In Part 12 copy all of the totals from the earlier parts of the form.
Type of property
Current value of
real property
Total of all property
Current value of
personal property
92.
Total of all property on Schedule A/B. Lines 91a + 91b = 92.
$0
Cash, cash equivalents, and financial assets. Copy line 5, Part 1.
80.
$0
$0
$0
Deposits and prepayments. Copy line 9, Part 2.
81.
Accounts receivable. Copy line 12, Part 3.
82.
$0
$0
Investments. Copy line 17, Part 4.
83.
Inventory. Copy line 23, Part 5.
84.
$0
$0
Farming and fishing-related assets. Copy line 33, Part 6.
85.
Office furniture, fixtures, and equipment; and collectibles. Copy
line 43, Part 7.
86.
$0
$0
Machinery, equipment, and vehicles. Copy line 51, Part 8.
87.
Real property. Copy line 56, Part 9.
88.
Intangibles and intellectual property. Copy line 66, Part 10.
89.
$0
$0
All other assets. Copy line 78, Part 11.
90.
$0
Total. Add lines 80 through 90 for each column.
91.
$0
a.
b.
Page 1 of 1 to Schedule A/B Part 12
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 30 of 44

Schedule D: Creditors Who Have Claims Secured by Property
Kabbage Asset Funding 2019-A LLC
Case Number:
22-10955
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.
1.
Yes. Fill in all of the information below.
List in alphabetical order all creditors who have secured claims. If a creditor has more than one secured claim, list the
creditor separately for each claim.
2.
Do any creditors have claims secured by debtor’s property?
Part 1:
List Creditors Who Have Secured Claims
C
U
D
Date Claim was Incurred, Property Description,
Lien & Co-Interest Creditor
Amount of Claim
Value of Collateral
Co-
Debtor
Creditor's Name and Mailing Address, E-mail
Address & An Account Number
Co-
Interest
Insider
$0
2.
$0
Total:
Page 1 of 2 to Schedule D Part 1
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 31 of 44

Schedule D: Creditors Who Have Claims Secured by Property
Kabbage Asset Funding 2019-A LLC
Case Number:
22-10955
$0
Amount of Claim
3.
Total of the dollar amounts from Part 1, Column A, including the amounts from the Additional Page, if any.
Page 2 of 2 to Schedule D Part 1
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 32 of 44

Kabbage Asset Funding 2019-A LLC
Part 2:
List Others to Be Notified for a Debt Already Listed in Part 1
Case Number:
22-10955
Schedule D: Creditors Who Have Claims Secured by Property
List in alphabetical order any others who must be notified for a debt already listed in Part 1. Examples of entities that may be listed are
collection agencies, assignees of claims listed above, and attorneys for secured creditors.
Part 1 Line on which the Related
Creditor was Listed
Last 4 Digits of Account
Number for this Entity
Name and Mailing Address
NONE
Page 1 of 1 to Schedule D Part 2
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 33 of 44

Part 1:
List All Creditors with PRIORITY Unsecured Claims
Schedule E/F: Creditors Who Have Unsecured Claims
Kabbage Asset Funding 2019-A LLC
Case Number:
22-10955
No. Go to Part 2.
1.
Yes. Go to line 2.
List in alphabetical order all creditors who have unsecured claims that are entitled to priority in whole or in part. If the debtor
has more than 3 creditors with priority unsecured claims, fill out and attach the Additional Page of Part 1.
2.
Do any creditors have priority unsecured claims? (See 11 U.S.C. § 507).
Date Claim Was Incurred And
Account Number
Priority Amount
Total Claim
Offset
Creditor's Name, Mailing Address Including
Zip Code
C
U
D
NONE
2.
Total:
Page 1 of 2 to Schedule E/F Part 1
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 34 of 44

Part 1:
List All Creditors with PRIORITY Unsecured Claims
Schedule E/F: Creditors Who Have Unsecured Claims
Kabbage Asset Funding 2019-A LLC
Case Number:
22-10955
Total: All Creditors with PRIORITY Unsecured Claims
Page 2 of 2 to Schedule E/F Part 1
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 35 of 44

Part 2:
List All Creditors with NONPRIORITY Unsecured Claims
Schedule E/F: Creditors Who Have Unsecured Claims
Kabbage Asset Funding 2019-A LLC
Case Number:
22-10955
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.
Date Claim Was Incurred And
Account Number
Amount of Claim
Basis For
Claim
Offset
Creditor's Name, Mailing Address
Including Zip Code
C
U
D
NONE
3.
Total:
Page 1 of 2 to Schedule E/F Part 2
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 36 of 44

Part 2:
List All Creditors with NONPRIORITY Unsecured Claims
Schedule E/F: Creditors Who Have Unsecured Claims
Kabbage Asset Funding 2019-A LLC
Case Number:
22-10955
Total: All Creditors with NONPRIORITY Unsecured Claims
Page 2 of 2 to Schedule E/F Part 2
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 37 of 44

Part 3:
List Others to Be Notified About Unsecured Claims
Schedule E/F: Creditors Who Have Unsecured Claims
Kabbage Asset Funding 2019-A LLC
Case Number:
22-10955
List in alphabetical order any others who must be notified for a debt already listed in Part 1. Examples of entities that may be listed
are collection agencies, assignees of claims listed above, and attorneys for secured creditors.
4.
On which line in Part 1 did you enter
the related creditor?
Last 4 digits of account
number for this entity
Creditor's Name, Mailing Address Including Zip Code
NONE
1
4.
Page 1 of 1 to Schedule E/F Part 3
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 38 of 44

Part 4:
Total Amounts of the Priority and Nonpriority Unsecured Claims
Schedule E/F: Creditors Who Have Unsecured Claims
Kabbage Asset Funding 2019-A LLC
Case Number:
22-10955
Total of claim amounts
5a.
Total claims from Part 1
$0
5a.
Add the amounts of priority and nonpriority unsecured claims.
5.
5b.
Total claims from Part 2
$0
5b.
+
5c.
Total of Parts 1 and 2
$0
5c.
Lines 5a + 5b = 5c.
Page 1 of 1 to Schedule E/F Part 4
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 39 of 44

Schedule G: Executory Contracts and Unexpired Leases
Kabbage Asset Funding 2019-A LLC
Case Number:
22-10955
No. Check this box and file this form with the court with the debtor’s other schedules. There is nothing else to report on this form.
1.
Yes. Fill in all of the information below even if the contracts or leases are listed on Schedule A/B: Assets - Real and Personal Property (Official Form 206A/B).
List all contracts and unexpired leases
2.
Does the debtor have any executory contracts or unexpired leases?
Name
Address
Contract ID
Expiration Date
Co-Debtor
Nature of the Debtor's Interest
CBIZ MHM, LLC
ATTN: M. MICHAEL AQUINO
401 PLYMOUTH RD, STE 200
PLYMOUTH MEETING, PA 19462
AGREEMENT TO PROVIDE
VERIFICATION SERVICES, DATED
JUNE 18, 2019, BY AND BETWEEN CBIZ
MHM, LLC, KABBAGE INC. AND
KABBAGE ASSET FUNDING 2019-A LLC,
AS AMENDED BY THAT CERTAIN
AMENDMENT NO.1 DATED JUNE 2, 2020
1
2.
KABBAGE, INC.
ATTN: GENERAL COUNSEL
730 PEACHTREE ST, STE 1100
ATLANTA, GA 30308
SALE AND CONTRIBUTION
AGREEMENT, DATED AS OF JUNE 18,
2019, BETWEEN KABBAGE, INC. AND
KABBAGE ASSET FUNDING 2019-A LLC
2
2.
Page 1 of 2 to Schedule G
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 40 of 44

Schedule G: Executory Contracts and Unexpired Leases
Kabbage Asset Funding 2019-A LLC
Case Number:
22-10955
TOTAL NUMBER OF CONTRACTS: 2
Page 2 of 2 to Schedule G
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 41 of 44

Schedule H: Codebtors
Kabbage Asset Funding 2019-A LLC
Case Number:
22-10955
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.
1.
Yes
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.
2.
Does the debtor have any codebtors?
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
Column 2
Creditor Name
D
E/F
Applicable Schedule
G
Codebtor Name and Mailing Address
1
2.
Total Number of Co-Debtor / Creditor rows: 0
Page 1 of 1 to Schedule H
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 42 of 44

$0
1. Schedule A/B: Assets–Real and Personal Property (Official Form 206A/B)
1a. Real property:
Copy line 88 from Schedule A/B
..................................................................................................................
$0
1b. Total personal property:
Copy line 91A from Schedule A/B
..............................................................................................................
$0
1c. Total of all property:
Copy line 92 from Schedule A/B
...............................................................................................................
Part 1:
Summary of Assets
2. Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)
Part 2:
Summary of Liabilities
$0
3. Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
3a. Total claim amounts of priority unsecured claims:
..................................................................................................................
$0
3b. Total amount of claims of nonpriority amount of unsecured claims:
..............................................................................................................
$0
..................................................................................................................
Copy the total dollar amount listed in Column A, Amount of claim, from line 3 of Schedule D
Copy the total claims from Part 1 from line 6a of Schedule E/F
Copy the total of the amount of claims from Part 2 from line 6b of Schedule E/F
4. Total liabilities
$0
...................................................................................................................................................
Lines 2 + 3a + 3b
+
+
Summary of Assets and Liabilities for Non-Individuals
Official Form 206Sum
12/15
Kabbage Asset Funding 2019-A LLC
Debtor Name:
District of Delaware
United States Bankruptcy Court for the:
22-10955
Case Number (if known):
Fill in this information to identify the case:
Check if this is an
amended filing
Page 1 of 1 to Summary of Assets and Liabilities
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 43 of 44

Kabbage Asset Funding 2019-A LLC
Signature:
Declaration and Signature
Executed on:
Name and Title
Declaration Under Penalty of Perjury for Non-Individual Debtors
/s/ David Walker
David Walker, Interim CFO
An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must
sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that
is not included in the document, and any amendments of those documents. This form must state the individual's position
or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011.
Warning -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or
property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20
years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another
individual serving as a representative of the debtor in this case.
I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:
I declare under penalty of perjury that the foregoing is true and correct.
X
Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B)
X
Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)
X
Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
X
Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)
X
Schedule H: Codebtors (Official Form (206H)
X
Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)
Amended Schedule ______________
Other document that requires a declaration _______________________________________________________________
Official Form 202
12/15
Debtor Name:
District of Delaware
United States Bankruptcy Court for the:
22-10955
Case Number (if known):
Fill in this information to identify the case and this filing:
10/24/2022
Case 22-10951-CTG Doc 152 Filed 10/24/22 Page 44 of 44

File and source

File: gov.uscourts.deb.188293.152.0.pdf
Size: 1,497,817 bytes
SHA-256: f2c322a0861ac6ee89aa33aaac2184d27c691cb165ea3fb055d468e81635961c
Our copy: gov.uscourts.deb.188293.152.0.pdf
Original: archive.org

Schedules of Assets and Liabilities — Kabbage Asset Funding 2019-A LLC — In re KServicing

Record facts

Summary

Full text

File and source

Related records