ITEM 8.01 OTHER EVENTS
10-K FILING RELIEF
Stein Mart, Inc. (the "Company") intends to rely on the Securities and Exchange
Commission ("SEC") order issued on March 25, 2020 pursuant to Section 36
(Release No. 34-88465) (the "Order") of the Securities Exchange Act of 1934 (the
"Exchange Act") extending the deadlines by up to 45 days for filing certain
reports made under the Exchange Act. The Company is relying on the Order with
respect to its annual report on Form 10-K ("Annual Report") for the year ended
February 1, 2020, which was originally due to be filed with the SEC on or before
May 1, 2020, its annual meeting proxy statement incorporating by reference the
information required in Part III of the Annual Report originally due to be filed
with the SEC on or before May 31, 2020, and its quarterly report on Form 10-Q
for the quarter ended May 2, 2020, which was originally due to be filed on or
before June 16, 2020, (collectively, the "Reports").
The Company requires additional time to finalize its Reports due to its
previously announced reduction in staff, suspension of in-person operations at
its corporate headquarters, and temporary closure of its stores for an
indefinite period of time as well as other financial and operational concerns
associated with or caused by the coronavirus ("COVID-19") pandemic. These
conditions have caused significant disruptions to the Company's operations
requiring key personnel to devote considerable time and resources to respond to
the emerging impacts to its business, which limits their availability to
complete the Reports and to thoroughly evaluate the subsequent events related to
COVID-19. The Company anticipates filing the Annual Report with the SEC on or
before June 15, 2020 and thereafter filing an annual meeting proxy statement
incorporating by reference the information required in Part III of the Annual
Report on or before July 15, 2020. The Company anticipates filing the Form 10-Q
for the quarter ended May 2, 2020 on or before July 31, 2020. Further, the
Company expects to report a material weakness in its internal controls over
financial reporting in its Annual Report related to an ineffective systems
access control over certain information technology systems that support the
Company's financial reporting process. The material weakness has not resulted in
any misstatements in the Company's current or previously reported consolidated
financial statements.
In addition, the Company is supplementing the risk factors previously disclosed
in the Company's Annual Report on Form 10-K for the year ended February 2, 2019
and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, with the following risk factor:
The coronavirus outbreak is having a material adverse effect on our business and
liquidity
The coronavirus ("COVID-19") pandemic is having an unprecedented impact on the
U.S. economy as federal, state and local governments react to this public health
crisis, which has created significant uncertainties. These uncertainties
include, but are not limited to, the material adverse effect of the pandemic on
the economy, our supply chain partners, our employees and customers, customer
sentiment in general, and our stores. The pandemic has materially adversely
effected our near-term revenues, earnings, liquidity and cash flows, and has
required significant actions in response, including but not limited to, employee
furloughs and store closings, all in an effort to mitigate such impacts. The
extent of the impact of the pandemic on our business and financial results will
depend largely on future developments, including the duration of the spread of
the outbreak within the U.S., the impact on capital and financial markets and
the related impact on consumer confidence and spending, all of which are highly
uncertain and cannot be predicted. The Company cannot reasonably estimate the
severity of COVID-19 on our operations but it currently anticipates a material
adverse impact on our financial position, cash flows and results of operations.
Continued prolonged store closure would impact our assessment under ASC 205-40
of whether there is substantial doubt about the Company's ability to continue as
a going concern within one year after the date that the Company's financial
statements are issued and, based on our assessment, could result in the
conclusion that substantial doubt exists and the inclusion of an explanatory
paragraph regarding the existence of substantial doubt in the auditors' report
of our independent registered accounting firm to be included in our Annual
Report. This situation is changing rapidly, and additional impacts may arise
that we are not aware of currently.

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NASDAQ COMPLIANCE PERIOD RELIEF
The Company issued a press release on April 20, 2020, disclosing that it
qualifies for temporary relief from compliance with the Nasdaq Stock Market
("Nasdaq") $1.00 minimum bid price requirement (the "Minimum Bid Price
Requirement"). A copy of the press release is attached as Exhibit 99.1 and is
incorporated herein by reference. As previously disclosed, Nasdaq had advised
the Company that it had until July 6, 2020 to regain compliance with the Minimum
Bid Price Requirement. However, on April 16, 2020, Nasdaq announced that, in
response to the COVID-19 pandemic and related extraordinary market conditions,
it is providing temporary relief from bid price and other requirements through
June 30, 2020. As a result, the Company has until September 18, 2020 to regain
compliance with the Minimum Bid Price Requirement.
Forward-Looking Statements
Certain statements in this report regarding the impact of COVID-19 to the
Company constitute "forward-looking statements" under the federal securities
laws. These forward-looking statements are intended to be covered by the safe
harbors created by the Private Securities Litigation Reform Act of 1995. When we
use words such as "anticipate," "intend," "plan," "may," "could," "believe,"
"estimate," "expect," "predict," or similar expressions, we do so to identify
forward-looking statements. Forward-looking statements are based on current
expectations that involve assumptions that are difficult or impossible to
predict accurately and many of which are beyond our control. Actual results may
differ materially from those expressed or implied in these statements as a
result of significant risks and uncertainties, including, but not limited to,
potential risks and uncertainties relating to the duration and severity of
COVID-19 outbreak, actions that may be taken by governmental authorities to
contain the COVID-19 outbreak or treat its impact, the potential negative
impacts of COVID-19 on the global economy and foreign sourcing and the impact of
COVID-19 on the Company's financial condition and business operations.
Additional information about these risks and uncertainties, as well as others
that may cause actual results to differ materially from those projected, is
contained in the Company's filings with the SEC, including the Company's Annual
Report on Form 10-K and the Company's quarterly reports on Form 10-Q. The
statements in this report speak only as of the date of hereof and we undertake
no obligation to update or revise any forward-looking statement, whether as a
result of new information, future developments or otherwise, except as may be
required by law.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits

99.1 Press Release dated April 20 , 2020 .

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