Exhibit 99.1

 

united states bankruptcy court
district of DELAWARE

 

 

In re:	Case No. 20-13076 (BLS)
Francesca’s Holdings Corporation, et al.	Reporting Period: January 3, 2021 – January 30, 2021
Debtors

 

MONTHLY OPERATING REPORT

Reporting Period: January 3, 2021 – January 30, 2021

 

REQUIRED DOCUMENTS	Form No.	Document Attached	Explanation Attached	Affidavit/ Supplement Attached
Schedule of Cash Receipts and Disbursements	MOR-1	X	X
Bank Account Balances, Debtor Statement with Respect to Bank Account Reconciliations	MOR-1a	X	X	See Attestation
Schedule of Professional Fees and Expenses Paid	MOR-1b	X
Copies of bank statements				See Attestation
Cash disbursements journals				See Attestation
Statement of Operations by Legal Entity	MOR-2	X	X
Balance Sheet by Legal Entity	MOR-3	X	X
Status of Postpetition Taxes				See Attestation
Summary of Unpaid Postpetition Debts	MOR-4	X
Accounts Receivable Reconciliation and Aging	MOR-5	X
Debtor Questionnaire	MOR-5	X
Opening Balance Sheet by Legal Entity	Exhibit A	X
Disbursements by Legal Entity	Exhibit B	X

 

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

 

Signature of Debtor		Date
Anthony M. Saccullo
Wind-Down Officer

 

 

In re:	Case No. 20-13076 (BLS)
Francesca’s Holdings Corporation, et al.	Reporting Period: January 3, 2021 – January 30, 2021
Debtors

 

Notes to the Monthly Operating Report (“MOR”)

Reporting Period: January 3, 2021 – January 30, 2021

 

General:

 

The Debtors filed for relief under chapter 11 of title 11 of the United States Code, §§ 101-1532, et seq. on December 3, 2020. Per agreement with the Office of the United States Trustee for the District of Delaware (the “U.S. Trustee”), the Debtors have prepared this monthly operating report on a fiscal month basis (this “MOR”) for the period from January 3, 2021 through January 30, 2021. In addition, the U.S. Trustee has agreed to extend the Debtors’ deadline to file this MOR.

 

The financial information contained herein is unaudited, limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in these chapter 11 cases. This MOR is not prepared in accordance with GAAP and does not include all of the information and footnotes required thereby. Additionally, certain transactions that would be required to be included in GAAP financial statements are not reflected in this MOR. There can be no assurance that the financial information presented herein is complete, and readers are strongly cautioned not to place reliance on this MOR, which was not prepared for the purpose of providing the basis for an investment decision relating to the Debtors. The unaudited financial statements have been derived from the books and records of the Debtors. The information furnished in this MOR includes certain normal recurring adjustments, but may not include all the adjustments that would typically be made for the quarterly and annual consolidated financial statements in accordance with GAAP. Furthermore, the monthly financial information contained herein has not been subjected to the same level of accounting review and testing that the Debtors apply in the preparation of its annual financial information in accordance with GAAP. Upon the application of such procedures, the Debtors believe that this financial information may be subject to change, and these changes could be material. The financial information contained herein is presented on a preliminary and unaudited basis and remains subject to future reconciliation and adjustment (which may be material). However, the Debtors are not required to publicly update this MOR to reflect more current facts or estimates, or upon the occurrence of future events, including if the facts, estimates, or assumptions upon which this MOR is based change.

 

The Debtors entered into an Asset Purchase Agreement to sell substantially all of the Debtors’ assets to Terramar Capital, LLC (the “Buyer”) effective 11:59 p.m. on January 30, 2021 (the “Sale Transaction”). The financial statements represented herein reflect the Sale Transaction. As a result of the sale closing on a Saturday, the purchase consideration from the Sale Transaction are recorded as accounts receivable totaling $17.1 million. On February 1, 2021, the Buyer funded $12.2 million in cash to the Debtors, $3.6 million was placed in escrow, and the remaining $1.25 million is reflected as a promissory note due December 31, 2021.

 

Notes to MOR-1:

 

Cash is received and disbursed by the Debtors as described in the Debtors' Motion for Entry of Interim and Final Orders (I) Authorizing Continued Use of the Debtors' Existing Cash Management System, Corporate Credit Card Program and Bank Accounts; (II) Waiving Certain United States Trustee Requirements; (III) Extending Time to Comply with Section 345(b) of the Bankruptcy Code; (IV) Authorizing Continued Performance of Intercompany Transactions; and (V) Granting Related Relief [D.I. 29] and is consistent with the Debtors’ historical cash management practices. Cash receipts and disbursements reflected herein include activity from January 3, 2021 to January 30, 2021. Cash receipts and disbursements were derived from the bank statements and accounting system. Cash receipts and disbursements related to intercompany transfers among the Debtors such as cash concentration account sweeps and expense reimbursements, are excluded from total cash receipts and disbursements set forth in MOR-1. Cash receipts and disbursements include certain intercompany expense transactions.

 

 

Notes to MOR-1a:

 

Amounts listed are the bank balances as of the close of business on January 30, 2021. Copies of the bank statements were not included with this MOR due to the voluminous nature of the statements and are available upon reasonable request in writing to counsel for the Debtors.

 

Notes to MOR-2 and MOR-3:

 

This MOR has been prepared on a legal entity basis for the Debtors. The financial statements represented herein reflect the Sale Transaction.

 

As a result of the Debtors’ chapter 11 filings, the payment of prepetition indebtedness is subject to compromise or other treatment under a plan of reorganization. The amounts currently classified as liabilities subject to compromise may be subject to future adjustments depending on Bankruptcy Court actions, payments pursuant to Bankruptcy Court order, further developments with respect to, among other things, the reconciliation and adjudication of claims, determinations of the secured status of certain claims, the value of any collateral securing such claims, rejection of executory contracts, or other events. The determination of how liabilities will ultimately be settled and treated cannot be made until the Bankruptcy Court approves a chapter 11 plan of reorganization. Accordingly, the ultimate amount of such liabilities is not determinable at this time. No assurance can be given as to the value, if any, that may be ascribed to the Debtors' various prepetition liabilities and other securities.

 

 

In re:	Case No. 20-13076 (BLS)
Francesca’s Holdings Corporation, et al.	Reporting Period: January 3, 2021 – January 30, 2021
Debtors

 

MOR-1

Schedule of Cash Receipts and Disbursements

Reporting Period: January 3, 2021 – January 30, 2021

($’s in USD)

 

#				FCI				FSC				FHC				FLLC				Cumulative[1] 1/3/21 - 1/30/21
1		Receipts
2		Credit Card and Cash Receipts[2]		$	19,015,713			$	-			$	-			$	-			$	19,015,713
3		Inventory Liquidation			-				-				-				-				-
4		Federal Tax Refund			-				-				-				-				-
5		Total Receipts			19,015,713				-				-				-				19,015,713
6		Operating Disbursements
7		Payroll & Taxes			4,658,576				1,055,515				-				-				5,714,090
8		Rent			-				-				-				-				-
9		Inventory			-				6,192,813				-				-				6,192,813
10		Sales Tax			2,712,781				-				-				-				2,712,781
11		Merchant Fees			764,474				-				-				-				764,474
12		Employee Benefits			88,649				438,216				-				-				526,865
13		Marketing			-				336,226				-				-				336,226
14		Professional/Computer Services			9,409				483,691				-				-				493,100
15		Other A/P			1,449,576				1,349,845				42				-				2,799,463
16		Total Operating Disbursements			9,683,464				9,856,306				42				-				19,539,811
17		Net Cash Flow from Operations		$	9,332,249			$	(9,856,306	)		$	(42	)		$	-			$	(524,099	)
18		Non-Operating Disbursements / (Receipts)
19		Debt Service			-				-				-				-				-
20		State Taxes			(18,026	)			-				-				-				(18,026	)
21		Federal Taxes			-				-				-				-				-
22		CapEx			-				-				-				-				-
23		Tenant Allowance			-				-				-				-				-
24		Total Non-Operating Disbursements / (Receipts)			(18,026	)			-				-				-				(18,026	)
25		Net Cash Flow Before Restructuring		$	9,350,275			$	(9,856,306	)		$	(42	)		$	-			$	(506,073	)
26		Restructuring Related Disbursements
27		Professional Fees[3]			-				508,542				-				-				508,542
28		Credit Card Program Deposits			-				-				-				-				-
29		Utility Deposit			-				-				-				-				-
30		503(b)(9) and Critical Vendor Payments			-				-				-				-				-
31		KEIP/KERP			-				-				-				-				-
32		UST Fees			-				-				-				-				-
33		DIP Fees & Interest - Term			-				-				-				-				-
34		DIP Fees & Interest - Revolver			-				424,712				-				-				424,712
35		Prepetition Term Loan Repayment			10,000,000				-				-				-				10,000,000
36		Cure Costs			-				-				-				-				-
37		Funding to Professional Fee Account[4]			-				2,765,720				-				-				2,765,720
38		Total Restructuring Related Disbursements			10,000,000				3,698,974				-				-				13,698,974
39		Net Cash Flow		$	(649,726	)		$	(13,555,280	)		$	(42	)		$	-			$	(14,205,047	)
40		Beginning Cash Balance		$	6,540,311			$	5,313,291			$	19,756			$	-			$	11,873,358
41		Net Cash Flow			(649,726	)			(13,555,280	)			(42	)			-				(14,205,047	)
42		Borrowings			-				26,877,222				-				-				26,877,222
43		Repayments[2]			(11,248,072	)			-				-				-				(11,248,072	)
44		Intercompany			10,000,000				(10,000,000	)			-				-				-
45		Change in deposits in transfer			(1,128,293	)			-				-				-				(1,128,293	)
46		Change in petty cash[5]			(393,003	)			-				-				-				(393,003	)
47		Ending Cash Balance		$	3,121,217			$	8,635,233			$	19,714			$	-			$	11,776,164

 

Footnotes:

 

[1]

Cash balance represents book balance, which is net of outstanding checks and may differ from bank balance due to the timing of items being posted to the Debtors’ bank accounts.

 

[2]

Per the terms of the DIP Credit Agreement, the DIP lender holds certain receipts for the Debtors. The receipts held by the DIP lender are shown as restricted cash on the Balance Sheet.

 

[3]

Professional fees includes $228K for merchandise consultants for store closures paid to the DIP lender, $180K of DIP lender legal fees, and two $50K monthly IB fees ($100K) paid to FTICA.

 

[4]

$2.8M of professional and UST fees were funded into the professional fee account per the terms of the DIP Credit Agreement.

 

[5]

Per the Asset Purchase Agreement, petty cash was sold and as such, is represented as a disbursement.

 

 

In re:	Case No. 20-13076 (BLS)
Francesca’s Holdings Corporation, et al.	Reporting Period: January 3, 2021 – January 30, 2021
Debtors

 

MOR-1a

Bank Account Balances, Debtor Statement with Respect to Bank Account Reconciliations

Reporting Period: January 3, 2021 – January 30, 2021

($’s in USD)

 

				Account Number								Period Ended
#		Debtor Entity		(Last 4 Digits)				Bank		Account Type		1/30/2021[1]
1		Francesca's Collections, Inc.			9049			Chase		Depository		$	147,060
2		Francesca's Collections, Inc.			5974			Wells Fargo		Checking			476,294
3		Francesca's Collections, Inc.			5309			Bank of America		Depository			262,713
4		Francesca's Collections, Inc.			5744			Regions		Depository			90,313
5		Francesca's Collections, Inc.			9450			Citizens		Depository			77,679
6		Francesca's Collections, Inc.			4465			BB&T		Depository			29,709
7		Francesca's Collections, Inc.			3154			PNC		Depository			390,254
8		Francesca's Collections, Inc.			4758			Fifth Third		Depository			42,726
9		Francesca's Collections, Inc.			8807			US BANK		Depository			74,529
10		Francesca's Collections, Inc.			2091			IBC		Depository			4,213
11		Francesca's Collections, Inc.			0085			Pinnacle Bank		Depository			5,312
12		Francesca's Collections, Inc.			4128			Community First Nat'l		Depository			4,123
13		Francesca's Collections, Inc.			0596			First Citizens Bank		Depository			96,710
14		Francesca's Collections, Inc.			8962			Chase		Passthrough			196,239
15		Francesca's Collections, Inc.			4644			Chase		Checking			1,166,305
16		Francesca's Collections, Inc.			4669			Chase		Checking			-
17		Francesca's Collections, Inc.			5990			Wells Fargo		Depository			2,554
18		Francesca's Holdings Corporation			9350			Chase		Checking			19,714
19		Francesca's Services Corporation			8238			Chase		Checking			8,635,233
20		Francesca's Collections, Inc.			3265			Chase		Checking/Depository			54,484
21		Francesca's Collections, Inc.			4651			Chase		Depository			-
22								Cash and Cash Equivalents at Financial Institutions				$	11,776,164
23		Francesca's Collections, Inc.								Petty Cash Held at Boutiques[2]			-
24								Reported Cash and Cash Equivalents at 1/30/2021				$	11,776,164
25		Francesca's Collections, Inc.			7861			Chase		Certificate of Deposit[3]			214,510
26		Francesca's Services Corporation			5317			Chase		Professional Fee Account[3]			5,888,000

 

Footnotes:

 

[1]	Cash balance represents book balance, which is net of outstanding checks and may differ from bank balance due to the timing of items being posted to the Debtors’ bank accounts.

[2]	Per the Asset Purchase Agreement, all petty cash held by the Debtors was sold.

[3]	Certificate of Deposit and Professional Fee Account are included in restricted cash on Debtors' Balance Sheet.

 

 

 

In re:	Case No. 20-13076 (BLS)
Francesca’s Holdings Corporation, et al.	Reporting Period: January 3, 2021 – January 30, 2021
Debtors

 

MOR-1a

Debtor Attestation to with Respect to Bank Account Reconciliations, Bank Statements and Open/Closed Bank Accounts

Reporting Period: January 3, 2021 – January 30, 2021

 

Bank Account Reconciliations & Cash Disbursement Journal

 

The Debtors affirm that bank account reconciliations are prepared for all open and active bank accounts on a monthly basis. The Debtors affirm that within their financial accounting systems, check registers and/or disbursement journals are maintained for each disbursement account.

 

Bank Statement

 

The Debtors affirm that bank statements for all open and active bank accounts are retained by the Debtors.

 

Open/Closed Bank Accounts

 

The Debtors did not open or close any bank accounts during January 2021.

 

Anthony M. Saccullo			Date
Wind-Down Officer

 

 

In re:	Case No. 20-13076 (BLS)
Francesca’s Holdings Corporation, et al.	Reporting Period: January 3, 2021 – January 30, 2021
Debtors

 

MOR-1b

Schedule of Professional Fees and Expenses Paid

Reporting Period: January 3, 2021 – January 30, 2021

($’s in USD)

 

					Period Covered						Amount Paid this Period								Amount Paid Case to Date
#	Payee		Role		Beginning Date		End Date		Payment Date		Fees			Expenses					Fees				Expenses
1	FTI Capital Advisors, LLC		Investment Banker		December 12, 2020		January 11, 2021		1/8/2021		$	50,000			$	-			$	50,000			$	-
2	FTI Capital Advisors, LLC		Investment Banker		January 12, 2021		February 11, 2021		1/22/2021			50,000				-				50,000				-
3	Total										$	100,000			$	-			$	100,000			$	-

 

 

In re:	Case No. 20-13076 (BLS)
Francesca’s Holdings Corporation, et al.	Reporting Period: January 3, 2021 – January 30, 2021
Debtors

 

MOR-2

Statement of Operations by Legal Entity

Reporting Period: January 3, 2021 – January 30, 2021

($’s in USD)

 

#	Category		FCI				FSC				FHC				FLLC				Eliminations				Consolidated
1	Net sales		$	15,836,965			$	76,214			$	-			$	-			$	-			$	15,913,179
2	Cost of goods sold and occupancy costs			15,108,067				406,564				-				-				-				15,514,632
3	Gross profit			728,898				(330,351	)			-				-				-				398,547
4	Selling, general and administrative expenses			4,878,855				1,874,975				42				-				-				6,753,872
5	(Loss) income from operations			(4,149,957	)			(2,205,326	)			(42	)			-				-				(6,355,325	)
6	Restructuring (expenses)[1]			-				(4,389,533	)			-				-				-				(4,389,533	)
7	Gain (loss) on assets[2]			21,475,165				(5,883,458	)			13,497,132				-				-				29,088,838
8	Interest income (expense)			-				7,181				-				-				-				7,181
9	Other income (expense)[3]			21,278				(859,539	)			-				-				-				(838,261	)
10	(Loss) income before income tax expense			17,346,486				(13,330,675	)			13,497,090				-				-				17,512,901
11	Income tax expense			(20,099,808	)			-				-				-				-				(20,099,808	)
12	Net (loss) income		$	37,446,293			$	(13,330,675	)		$	13,497,090			$	-			$	-			$	37,612,708

 

Footnotes:

 

[1]	Restructuring expenses includes $4.1M of restructuring professional fees and the $300K DIP financing fee payable to the DIP lender.
[2]	Gain (loss) on assets includes net gain from the cancellation of store leases and net losses from the Sale Transaction and lease cure costs.
[3]	Other expense of $860K for FSC includes $677K of amortized deferred financing costs on the DIP Credit facility, $150K DIP early termination fee, and $33K of DIP monitoring fees.

 

 

In re:	Case No. 20-13076 (BLS)
Francesca’s Holdings Corporation, et al.	Reporting Period: January 3, 2021 – January 30, 2021
Debtors

 

MOR-3

Balance Sheet by Legal Entity

Reporting Period: January 3, 2021 – January 30, 2021

($’s in USD)

 

Balance Sheet at 01/30/2021

 

#	Category		FCI				FSC				FHC				FLLC				Eliminations				Consolidated[1]
	Assets
	Current Assets
1	Cash and cash equivalents		$	3,121,217			$	8,635,233			$	19,714			$	-			$	-			$	11,776,164
2	Accounts receivable[2]			35,377,862				257,647,018				13,497,132				-				(255,253,858	)			51,268,154
3	Inventories			3,796,328				-				-				-				(3,796,328	)			-
4	Prepaid expenses and other current assets[3]			254,825				9,562,134				-				-				-				9,816,959
5	Total Current Assets			42,550,232				275,844,385				13,516,846				-				(259,050,185	)			72,861,277
6	Operating lease right-of-use assets, net			-				-				-				-				-				-
7	Property and equipment, net			-				-				-				-				-				-
8	Other assets, Net[4]			74,019				12,094				-				-				-				86,113
9	Total Assets		$	42,624,251			$	275,856,479			$	13,516,846			$	-			$	(259,050,185	)		$	72,947,390
	Liabilities And Stockholders' Equity
	Current Liabilities
10	Accounts payable		$	260,574,097			$	24,540,326			$	857,028			$	-			$	(255,253,858	)		$	30,717,593
11	Accrued liabilities[5]			2,836,111				563,524				-				-				-				3,399,635
12	Current portion of long-term debt			-				-				-				-				-				-
13	Current portion of operating lease liabilities[6]			55,585,968				101,918				-				-				-				55,687,886
14	Total Current Liabilities			318,996,175				25,205,768				857,028				-				(255,253,858	)			89,805,113
15	Operating lease liabilities			-				-				-				-				-				-
16	Long-term debt, net[7]			-				2,445,084				-				-				-				2,445,084
17	Other liabilities			(212,349,311	)			50,317,406				162,552,228				-				(520,322	)			-
18	Total Liabilities			106,646,864				77,968,257				163,409,255				-				(255,774,180	)			92,250,197
19	Preferred Stock			-				-				-				-				-				-
	Stockholders' Equity
20	Common stock			-				1				39,449				-				(2	)			39,448
21	APIC			-				8,609,538				113,157,531				-				(8,609,537	)			113,157,532
22	Retained earnings			(64,022,613	)			189,278,682				(103,068,007	)			-				5,333,534				27,521,596
23	Treasury stock			-				-				(160,021,383	)			-				-				(160,021,383	)
24	Total Stockholders' Equity			(64,022,613	)			197,888,221				(149,892,409	)			-				(3,276,005	)			(19,302,806	)
25	Total Liabilities And Stockholders' Equity		$	42,624,251			$	275,856,479			$	13,516,846			$	-			$	(259,050,185	)		$	72,947,390

 

Footnotes:

 

[1]	The Debtors sold substantially all assets on January 30, 2021 as a part of the Sale Transaction.
[2]	Accounts receivable includes $34.1M of income tax receivables, $17.1M of Sale Transaction receivables, and $30K of other receivables. The $17.1M of Sale Transaction receivables are a result of the Sale Transaction closing on a Saturday. On February 1, 2021, the Buyer funded $12.2M in cash to the Debtors, $3.6M was placed in escrow, and the remaining $1.25M is reflected as a promissory note due December 31, 2021.
[3]	Prepaid expenses and other current assets includes $5.9M professional fee account held by FSC as restricted cash, $3.7M of FSC prepaid expenses (including $1.5M of D&O insurance prepayments, $800K of professionals vendor credits, $650K retainer to FTI, $384K of freight vendor credits, $280K of inventory vendor credits, $32K of other vendor credits, and $10K of prepaid subscriptions), $205K utility deposit account held by FCI as restricted cash, $45K of FCI inventory vendor credits, and $5K of FCI checks written for future months.
[4]	Other assets, Net includes $74K of prepetition boutique utility and security deposits held by FCI and $12K of store supply deposits held by FSC that will be used to offset future payments.
[5]	Accrued liabilities includes $2.2M of accrued payroll and taxes for FCI, $670K of accrued sales tax for FCI, and $560K of accrued payroll and taxes for FSC.
[6]	FCI current portion of operating lease liabilities includes $31.5M of unpaid rent, $24.4M of lease rejection costs, and $292K of percent rent accruals, offset by $524K of rent overpayments.
[7]	Long-term debt, net includes $2.4M of remaining balance on DIP Credit facility as of January 30, 2021.

 

 

In re:	Case No. 20-13076 (BLS)
Francesca’s Holdings Corporation, et al.	Reporting Period: January 3, 2021 – January 30, 2021
Debtors

 

Debtor Attestation with Respect to Postpetition Taxes

Reporting Period: January 3, 2021 – January 30, 2021

 

 

Anthony M. Saccullo hereby declares under penalty of perjury:

 

I am the Wind-Down Officer appointed by order of the United States Bankruptcy Court for the District of Delaware [D.I. 475] in the above captioned case to oversee the bankruptcy of the debtors and debtors in possession (collectively the "Debtors"). I am familiar with the Debtors’ day-to-day operations, business affairs, and books and records. I am authorized to submit this statement on behalf of the Debtors.

 

All statements in this statement are based on my personal knowledge, my review of the relevant documents, my discussions with other employees of the Debtors, or my opinion based upon my experience and knowledge of the Debtors' operations and financial condition. If I were called upon to testify, I could and would testify to each of the facts set forth herein based on such personal knowledge, review of documents, discussions with other employees of the Debtors or opinion.

 

To the best of my knowledge, information, and belief, and except as otherwise set forth in the MOR, all of the Debtors have filed all the necessary federal, state and local tax returns, or extensions related there to, and have timely made (or are in the process of remediating any immaterial late filings or prepayments) all related required postpetition tax payments, which are not subject to dispute or reconciliation, and are current.

 

Anthony M. Saccullo			Date
Wind-Down Officer

 

 

 

In re:	Case No. 20-13076 (BLS)
Francesca’s Holdings Corporation, et al.	Reporting Period: January 3, 2021 – January 30, 2021
Debtors

 

MOR-4

Summary of Unpaid Postpetition Debts

Reporting Period: January 3, 2021 – January 30, 2021

($’s in USD)

 

								Days Past Due
#		Accounts Payable		Current				0 - 30 Days				31 - 60 Days				61 - 90 Days				> 91 Days				Total
1		Combined Debtors [1][2][3]		$	1,496,706			$	456,883			$	204,556			$				$	-			$	2,158,146

 

Footnotes:

 

[1]	The postpetition accounts payable represents open and outstanding trade vendor invoices that have been entered into the Debtors’ accounts payable system.
[2]	This summary does not include accruals or intercompany payables.
[3]	The postpetition accounts payable do not include any amounts for retained professionals.

 

  

 

In re:	Case No. 20-13076 (BLS)
Francesca’s Holdings Corporation, et al.	Reporting Period: January 3, 2021 – January 30, 2021
Debtors

 

MOR-5

Accounts Receivable Reconciliation and Aging

Reporting Period: January 3, 2021 – January 30, 2021

($’s in USD)

 

#		Reconciliation		Beginning Accounts Receivable				Change in Accounts Receivable				Ending Accounts Receivable
1		Total Accounts Receivable[1][2]		$	19,410,006			$	31,858,148			$	51,268,154

  

Accounts Receivable Aging

 

								Days Past Due
#		Aging		Current				0 - 30 Days				31 - 60 Days				61 - 90 Days				91+ Days				Total				Uncollectible				AR (Net)
2		Income Tax Receivables		$	34,109,299			$	-			$	-			$	-			$	-			$	34,109,299			$	-			$	34,109,299
3		Transaction Receivables[3]			17,128,979				-				-				-				-				17,128,979				-				17,128,979
4		Employee Receivables			11,313				-				-				-				-				11,313				-				11,313
5		Sales Receivables			10,665				-				-				-				-				10,665				-				10,665
6		Landlord Receivables			-				-				-				-				7,897				7,897				-				7,897
7		Total Accounts Receivable [1][2]		$	51,260,257			$	-			$	-			$	-			$	7,897			$	51,268,154			$	-			$	51,268,154

 

Footnotes:

 

[1]	Amounts are aged from the due date and shown on a gross basis before any adjustment for estimated bad debts and other uncollectable amounts.
[2]	This summary does not include any accrued fees, discounts or intercompany receivables.
[3]	The $17.1M of Sale Transaction receivables are a result of the Sale Transaction closing on a Saturday. On February 1, 2021, the Buyer funded $12.2M in cash to the Debtors, $3.6M was placed in escrow, and the remaining $1.25M is reflected as a promissory note due December 31, 2021.

 

 

In re:	Case No. 20-13076 (BLS)
Francesca’s Holdings Corporation, et al.	Reporting Period: January 3, 2021 – January 30, 2021
Debtors

 

MOR-5

Debtor Questionnaire

Reporting Period: January 3, 2021 – January 30, 2021

 

Must be completed each month		Yes	No
1.	Have any assets been sold or transferred outside the normal course of business this reporting period?  If yes, provide an explanation below.	X1,2
2.	Have any funds been disbursed from any account other than a debtor in possession account this reporting period?  If yes, provide an explanation below.		X
3.	Have all postpetition tax returns been timely filed?  If no, provide an explanation below.	X
4.	Are workers compensation, general liability and other necessary insurance coverages in effect?  If no, provide an explanation below.	X
5.	Has any bank account been opened during the reporting period?  If yes, provide documentation identifying the opened account(s).  If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.		X

 

 

¹ The Debtors sold substantially all assets on January 30, 2021 as a part of the Sale Transaction.

²The Debtors sold furniture and fixtures at closing boutique locations during the MOR period totaling $469K.

 

 

In re:	Case No. 20-13076 (BLS)
Francesca’s Holdings Corporation, et al.	Reporting Period: January 3, 2021 – January 30, 2021
Debtors

 

Exhibit A

Balance Sheet by Legal Entity

Reporting Period: January 3, 2021 – January 30, 2021

($’s in USD)

 

Opening Balance Sheet at 01/03/2021

 

#		Category		FCI				FSC				FHC				FLLC				Eliminations				Consolidated
		Assets
		Current Assets
1		Cash and cash equivalents		$	6,540,311			$	5,313,291			$	19,756			$	-			$	-			$	11,873,358
2		Accounts receivable			17,831,345				239,492,890				-				-				(237,914,230	)			19,410,006
3		Inventories			26,591,794				(77,081	)			-				-				(2,233,609	)			24,281,104
4		Prepaid expenses and other current assets			7,012,754				25,966,341				-				-				-				32,979,095
5		Total Current Assets			57,976,204				270,695,441				19,756				-				(240,147,839	)			88,543,562
6		Operating lease right-of-use assets, net			118,926,429				3,927,417				-				-				-				122,853,846
7		Property and equipment, net			26,240,460				3,680,137				-				-				-				29,920,597
8		Other assets, Net			125,252				1,611,871				202,315,652				-				-				204,052,775
9		Total Assets		$	203,268,345			$	279,914,866			$	202,335,408			$	-			$	(240,147,839	)		$	445,370,780
		Liabilities And Stockholders' Equity
		Current Liabilities
10		Accounts payable		$	245,303,651			$	20,592,913			$	857,028			$	-			$	(237,914,230	)		$	28,839,362
11		Accrued liabilities			8,701,428				4,965,502				-				-				-				13,666,930
12		Current portion of long-term debt			-				-				-				-				-				-
13		Current portion of operating lease liabilities			107,414,454				1,021,461				-				-				-				108,435,915
14		Total Current Liabilities			361,419,533				26,579,877				857,028				-				(237,914,230	)			150,942,207
15		Operating lease liabilities			136,355,279				3,211,950				-				-				-				139,567,229
16		Long-term debt, net			-				9,323,154				-				-				-				9,323,154
17		Other liabilities			(202,240,947	)			40,347,094				162,486,232				-				(520,322	)			72,058
18		Total Liabilities			295,533,866				79,462,074				163,343,260				-				(238,434,552	)			299,904,647
19		Preferred Stock			-				-				-				-				-				-
		Stockholders' Equity
20		Common stock			-				1				39,474				-				(2	)			39,473
21		APIC			-				8,609,538				113,223,502				-				(8,609,537	)			113,223,503
22		Retained earnings			(92,265,521	)			191,843,253				85,750,555				-				6,896,252				192,224,540
23		Treasury stock			-				-				(160,021,383	)			-				-				(160,021,383	)
24		Total Stockholders' Equity			(92,265,521	)			200,452,792				38,992,148				-				(1,713,287	)			145,466,133
25		Total Liabilities And Stockholders' Equity		$	203,268,345			$	279,914,866			$	202,335,408			$	-			$	(240,147,839	)		$	445,370,780

 

 

In re:	Case No. 20-13076 (BLS)
Francesca’s Holdings Corporation, et al.	Reporting Period: January 3, 2021 – January 30, 2021
Debtors

 

 Exhibit B

Disbursements by Legal Entity

Reporting Period: January 3, 2021 – January 30, 2021

($’s in USD)

 

#		Debtor Name		Abbreviation		Case Number		Disbursements[1]
1		Francesca's Holdings Corporation		FHC		20-13076		$	42
2		Francesca's, LLC		FLLC		20-13077			-
3		Francesca's Collections, Inc.		FCI		20-13078			19,665,438
4		Francesca's Services Corporation		FSC		20-13079			13,555,280
5		Total						$	33,220,760

 

[1] Includes disbursements made January 3, 2021 - January 30, 2021.