UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In re: Case No. 20-13076 (BLS)
Francesca's Holdings Corporation, et al. Reporting Period: February 28, 2021 - April 3, 2021
Debtors

MONTHLY OPERATING REPORT

Reporting Period: February 28, 2021 - April 3, 2021

REQUIRED DOCUMENTS Form No. 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

Page 1 of 14

In re: Case No. 20-13076 (BLS)
Francesca's Holdings Corporation, et al. Reporting Period: February 28, 2021 - April 3, 2021
Debtors

Notes to the Monthly Operating Report ('MOR')

Reporting Period: February 28, 2021 - April 3, 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 February 28, 2021 through April 3, 2021.

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').

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 February 28, 2021 to April 3, 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 April 3, 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.

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.

Page 2 of 14

In re: Case No. 20-13076 (BLS)
Francesca's Holdings Corporation, et al. Reporting Period: February 28, 2021 - April 3, 2021
Debtors

MOR-1

Schedule of Cash Receipts and Disbursements

Reporting Period: February 28, 2021 - April 3, 2021

($'s in USD)

# FCI FSC FHC FLLC Cumulative[1]
2/28/21 - 4/3/21
1 Receipts
2 Credit Card and Cash Receipts[2] $ 1,320 $ - $ - $ - $ 1,320
3 Inventory Liquidation - - - - -
4 Federal Tax Refund - - - - -
5 Total Receipts 1,320 - - - 1,320
6 Operating Disbursements
7 Payroll & Taxes[3] 1,578 - - - 1,578
8 Rent[4] 8,242 - - - 8,242
9 Inventory - 289,833 - - 289,833
10 Sales Tax[5] (880 ) - - - (880 )
11 Merchant Fees - - - - -
12 Employee Benefits[6] 2,526 23,334 - - 25,860
13 Marketing - 61,868 - - 61,868
14 Professional/Computer Services[7] - 125,337 - - 125,337
15 Other A/P[8] 89,700 31,058 - - 120,758
16 Total Operating Disbursements 101,166 531,430 - - 632,596
17 Net Cash Flow from Operations $ (99,846 ) $ (531,430 ) $ - $ - $ (631,276 )
18 Non-Operating Disbursements / (Receipts)
19 Debt Service - - - - -
20 State Taxes[5] (18,528 ) - - - (18,528 )
21 Federal Taxes - - - - -
22 CapEx - - - - -
23 Tenant Allowance - - - - -
24 Total Non-Operating Disbursements / (Receipts) (18,528 ) - - - (18,528 )
25 Net Cash Flow Before Restructuring $ (81,319 ) $ (531,430 ) $ - $ - $ (612,748 )
26 Restructuring Related Disbursements
27 Professional Fees[9] - - - - -
28 Credit Card Program Deposits - - - - -
29 Utility Deposit and Other Reserves - - - - -
30 503(b)(9) and Critical Vendor Payments - - - - -
31 KEIP/KERP - - - - -
32 UST Fees - 289,092 - - 289,092
33 DIP Fees & Interest - Term - - - - -
34 DIP Fees & Interest - Revolver - - - - -
35 Prepetition Term Loan Repayment - - - - -
36 Cure Costs[10] - - - - -
37 Funding to Professional Fee Account[9] - - - - -
38 Total Restructuring Related Disbursements - 289,092 - - 289,092
39 Net Cash Flow $ (81,319 ) $ (820,521 ) $ - $ - $ (901,840 )
40 Beginning Cash Balance $ 2,291,536 $ 95,138 $ 6,243,418 $ - $ 8,630,092
41 Net Cash Flow (81,319 ) (820,521 ) - - (901,840 )
42 Borrowings - - - - -
43 Repayments - - - - -
44 Intercompany - 438,129 (438,129 ) - -
45 Change in deposits in transfer - - - - -
46 Ending Cash Balance $ 2,210,217 $ (287,255 ) $ 5,805,289 $ - $ 7,728,251

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] Credit card and cash receipts reflect a restitution payment from prior stolen funds.
[3] Payroll & taxes include payment of wages and associated taxes for store employees prior to Sale Transaction.
[4] Rent disbursements include $8K of occupancy payments on old invoices.
[5] Sales taxes of $(1.0K) and state taxes of $(18.5K) represent return of overpayments in prior periods.
[6] Employee benefits disbursements include 401k match adjustments, 401K fees, and health insurance broker commissions paid in arrears.
[7] Professional/computer services disbursements include payment to Tiger for merchandise consultants, payment to Tiger for January 2021 merchandise consulting incentive fee, and payments to ordinary course professionals.
[8] Other AP disbursements include payments of property tax, utilities, shipping, and contractors.
[9] $5M of disbursements for restructuring professional fees were paid out of the professional fee account from amounts funded in prior periods.
[10] $800k of disbursements for stub rent were paid out of the stub rent escrow from amounts funded in prior periods pursuant to the Asset Purchase Agreement.

Page 3 of 14

In re: Case No. 20-13076 (BLS)
Francesca's Holdings Corporation, et al. Reporting Period: February 28, 2021 - April 3, 2021
Debtors

MOR-1a

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

Reporting Period: February 28, 2021 - April 3, 2021

($'s in USD)

# Debtor Entity Account Number
(Last 4 Digits) 		Bank Account Type Period Ended
4/3/2021[1]
1 Francesca's Collections, Inc. 4644 Chase Checking[2] 2,210,217
2 Francesca's Collections, Inc. 4669 Chase Checking -
3 Francesca's Holdings Corporation 9350 Chase Checking 5,805,289
4 Francesca's Services Corporation 8238 Chase Checking[3] (287,255 )
5 Reported Cash and Cash Equivalents at 4/3/2021 $ 7,728,251
6 Francesca's Services Corporation 5317 Chase Professional Fee Account[4] 1,935,579

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] Excludes $253,744 of cash on bank statement that is not property of the estate. Includes $466,839 of outstanding checks not included on bank statement.
[3] Excludes $2,145,016 of cash on bank statement that is not property of the estate. Includes $1,070,961 of outstanding checks not included on bank statement. As of April 3, 2021, the Debtor's balance in account 8238 was negative. The Debtors made an intercompany transfer from account 9350 to account 8238 on April 8, 2021.
[4] Professional Fee Account is included in restricted cash on Debtors' Balance Sheet. Other restricted cash accounts are not included on MOR-1a.

Page 4 of 14

In re: Case No. 20-13076 (BLS)
Francesca's Holdings Corporation, et al. Reporting Period: February 28, 2021 - April 3, 2021
Debtors

MOR-1a

Debtor Attestation to with Respect to Bank Account Reconciliations, Bank Statements and

Open/Closed Bank Accounts

Reporting Period: February 28, 2021 - April 3, 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 in March.

Anthony M. Saccullo Date
Wind-Down Officer

Page 5 of 14

In re: Case No. 20-13076 (BLS)
Francesca's Holdings Corporation, et al. Reporting Period: February 28, 2021 - April 3, 2021
Debtors

MOR-1b

Schedule of Professional Fees and Expenses Paid

Reporting Period: February 28, 2021 - April 3, 2021

($'s in USD)

Period CoveredAmount Paid this PeriodAmount Paid Case to Date
# Payee Role Beginning Date End Date Payment Date Fees Expenses Fees Expenses
1 Bankruptcy Management Solutions, Inc. Claims Agent December 3, 2020 January 31, 2021 3/24/2021 $ 618,826 $ - $ 618,826 $ -
2 Cole Schotz, P.C. Counsel to the Committee December 3, 2020 December 31, 2021 3/23/2021 168,644 895 373,937 2,336
3 Cole Schotz, P.C. Counsel to the Committee January 1, 2021 January 31, 2021 4/1/2021 205,293 1,441
4 FTI Capital Advisors, LLC Investment Banker N/A[1] N/A[1] 3/24/2021 569,230 - 669,230 -
5 FTI Capital Advisors, LLC Financial Advisor December 3, 2020 December 31, 2021 3/24/2021 540,468 - 1,017,567 -
6 FTI Capital Advisors, LLC Financial Advisor January 1, 2021 January 31, 2021 4/1/2021 477,100 -
7 O'Melveny & Myers, LLP Debtors' Counsel December 3, 2020 December 31, 2021 3/24/2021 669,141 53 1,751,211 459
8 O'Melveny & Myers, LLP Debtors' Counsel January 1, 2021 January 31, 2021 4/1/2021 1,082,070 406
9 Province, LLC Financial Advisor to the Committee December 3, 2020 December 31, 2021 3/23/2021 151,726 453 397,479 829
10 Province, LLC Financial Advisor to the Committee January 1, 2021 January 31, 2021 4/1/2021 245,752 376
11 Richards, Layton & Finger, LLP Debtors' Counsel December 3, 2020 December 31, 2021 3/24/2021 150,118 5,562 275,066 9,214
12 Richards, Layton & Finger, LLP Debtors' Counsel January 1, 2021 January 31, 2021 3/24/2021 124,948 3,652
13 Total $ 5,003,316 $ 12,839 $ 5,103,316 $ 12,839

Footnotes:

[1] The $569K payment to FTI Capital Advisors, LLC reflects an investment banking success fee.

Page 6 of 14

In re: Case No. 20-13076 (BLS)
Francesca's Holdings Corporation, et al. Reporting Period: February 28, 2021 - April 3, 2021
Debtors

MOR-2

Statement of Operations by Legal Entity

Reporting Period: February 28, 2021 - April 3, 2021

($'s in USD)

# Category FCI FSC FHC FLLC Consolidated
1 Net sales $ - $ - $ - $ - $ -
2 Cost of goods sold and occupancy costs[1] 72,798 - - - 72,798
3 Gross profit (72,798 ) - - - (72,798 )
4 Selling, general and administrative expenses[2] 17,081 400,625 - - 417,706
5 (Loss) income from operations (89,879 ) (400,625 ) - - (490,504 )
6 Restructuring (expenses)[3] - (2,116,601 ) - - (2,116,601 )
7 Gain (loss) on assets[4] (252,923 ) 98 - - (252,825 )
8 Interest income (expense) - - - - -
9 Other income (expense)[5] (9,318 ) - - - (9,318 )
10 (Loss) income before income tax expense (352,120 ) (2,517,127 ) - - (2,869,247 )
11 Income tax expense - - - - -
12 Net (loss) income $ (352,120 ) $ (2,517,127 ) $ - $ - $ (2,869,247 )

Footnotes:

[1] FCI cost of goods sold & occupancy costs are primarily related to an adjustment for under accrual of telephone expenses.
[2] FSC selling, general and administrative ('SG&A') expenses are primarily related to D&O insurance expense and non-restructuring professional fees. FCI SG&A expenses are primarily related to expense adjustments for supplies and payroll.
[3] Restructuring expenses includes $2.1M of restructuring professional fees.
[4] FCI loss on assets includes write-off for lease rejection damages following payment of lease cures. FSC gain on assets includes adjustments for shortages on merchandise shipments.
[5] FCI other expense includes adjustments and penalties for underpayment of sales taxes.

Page 7 of 14

n re: Case No. 20-13076 (BLS)
Francesca's Holdings Corporation, et al. Reporting Period: February 28, 2021 - April 3, 2021
Debtors

MOR-3

Balance Sheet by Legal Entity

Reporting Period: February 28, 2021 - April 3, 2021

($'s in USD)

Balance Sheet at 04/03/2021

# Category FCI FSC FHC FLLC Eliminations Consolidated
Assets
Current Assets
1 Cash and cash equivalents $ 2,210,217 $ (287,255 ) $ 5,805,289 $ - $ - $ 7,728,251
2 Accounts receivable[1] 34,248,789 255,348,944 1,250,000 - (255,348,944 ) 35,498,789
3 Inventories 3,796,328 - - - (3,796,328 ) -
4 Prepaid expenses and other current assets[2] 856,798 10,984,763 - - - 11,841,560
5 Total Current Assets 41,112,131 266,046,452 7,055,289 - (259,145,271 ) 55,068,601
6 Operating lease right-of-use assets, net - - - - - -
7 Property and equipment, net - - - - - -
8 Other assets, Net[3] 72,888 12,094 - - - 84,983
9 Total Assets $ 41,185,020 $ 266,058,546 $ 7,055,289 $ - $ (259,145,271 ) $ 55,153,584
Liabilities And Stockholders' Equity
Current Liabilities
10 Accounts payable $ 259,406,945 $ 17,999,761 $ 857,028 $ - $ (255,348,944 ) $ 22,914,790
11 Accrued liabilities[4] 220,423 242,272 - - - 462,695
12 Current portion of long-term debt - - - - - -
13 Current portion of operating lease liabilities[5] 55,054,526 101,918 - - - 55,156,445
14 Total Current Liabilities 314,681,894 18,343,952 857,028 - (255,348,944 ) 78,533,930
15 Operating lease liabilities - - - - - -
16 Long-term debt, net - - - - - -
17 Intercompany liabilities (209,178,030 ) 53,607,640 156,090,713 - (520,322 ) -
18 Total Liabilities 105,503,864 71,951,591 156,947,740 - (255,869,266 ) 78,533,930
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 (64,318,844 ) 185,497,415 (103,068,049 ) - 5,333,534 23,444,056
23 Treasury stock - - (160,021,383 ) - - (160,021,383 )
24 Total Stockholders' Equity (64,318,844 ) 194,106,954 (149,892,451 ) - (3,276,005 ) (23,380,346 )
25 Total Liabilities And Stockholders' Equity $ 41,185,020 $ 266,058,546 $ 7,055,289 $ - $ (259,145,271 ) $ 55,153,584

Footnotes:

[1] Accounts receivable include $34.0M of income tax receivables, a $1.25M promissory note (due December 31, 2021) as a result of the Sale Transaction, and $237K of sales tax receivables.
[2] Prepaid expenses and other current assets include $970K of prepaid assets (primarily related to D&O insurance) and restricted cash as detailed in the table below:
Entity FCI FCI FSC FSC FSC FSC
Account Description Cure Escrow Utility Deposit Professional Fee Stub Rent Escrow Purchase Price Escrow D&O Insurance
Balance ($M) $ 0.7 $ 0.2 $ 1.9 $ 3.7 $ 2.4 $ 2.0
[3] Other assets, Net includes $73K 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.
[4] FCI accrued liabilities includes $188K of accrued payroll taxes and $33K of accrued sales tax. FSC accrued liabilities includes $242K of accrued severance and payroll taxes.
[5] FCI current portion of operating lease liabilities includes $30.0M of unpaid rent, $24.8M of lease rejection costs, and $256K of percent rent accruals.

Page 8 of 14

In re: Case No. 20-13076 (BLS)
Francesca's Holdings Corporation, et al. Reporting Period: February 28, 2021 - April 3, 2021
Debtors

Debtor Attestation with Respect to Postpetition Taxes

Reporting Period: February 28, 2021 - April 3, 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

Page 9 of 14

In re: Case No. 20-13076 (BLS)
Francesca's Holdings Corporation, et al. Reporting Period: February 28, 2021 - April 3, 2021
Debtors

MOR-4

Summary of Unpaid Postpetition Debts

Reporting Period: February 28, 2021 - April 3, 2021

($'s in USD)

Days Past Due[4]
# Accounts Payable Current 0 - 30 Days 31 - 60 Days 61 - 90 Days > 91 Days Total
1 Combined Debtors[1][2][3] $ 42,863 $ 217,630 $ 46,966 $ 34,701 $ 496,609 $ 838,768

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.
[4] The Debtors' accounts payable system has incorrect aging information. The Debtors have paid post-petition invoices as they come due.

Page 10 of 14

In re: Case No. 20-13076 (BLS)
Francesca's Holdings Corporation, et al. Reporting Period: February 28, 2021 - April 3, 2021
Debtors

MOR-5

Accounts Receivable Reconciliation and Aging

Reporting Period: February 28, 2021 - April 3, 2021

($'s in USD)

Accounts Receivable Reconciliation

# Reconciliation Beginning
Accounts
Receivable 		Change in
Accounts
Receivable 		Ending
Accounts
Receivable
1 Total Accounts Receivable[1][2] $ 35,437,846 $ 60,944 $ 35,498,789

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 $ 34,012,072 $ - $ - $ - $ - $ 34,012,072 $ - $ 34,012,072
3 Transaction Receivables[3] 1,250,000 - - - - 1,250,000 - 1,250,000
4 Sales Tax Receivables 236,717 - - - - 236,717 - 236,717
5 Total Accounts Receivable[1][2] $ 35,498,789 $ - $ - $ - $ - $ 35,498,789 $ - $ 35,498,789

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] Transaction receivables includes the $1.25M promissory note due December 31, 2021.

Page 11 of 14

In re: Case No. 20-13076 (BLS)
Francesca's Holdings Corporation, et al. Reporting Period: February 28, 2021 - April 3, 2021
Debtors

MOR-5

Debtor Questionnaire

Reporting Period: February 28, 2021 - April 3, 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. X
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. X1
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 There are no employees or locations being operated by the Debtors as of February 1, 2021. As such, the only insurance policy of the Debtors in effect as of February 1, 2021, is the Debtors' D&O insurance.

Page 12 of 14

In re: Case No. 20-13076 (BLS)
Francesca's Holdings Corporation, et al. Reporting Period: February 28, 2021 - April 3, 2021
Debtors

Exhibit A

Balance Sheet by Legal Entity

Reporting Period: February 28, 2021 - April 3, 2021

($'s in USD)

Opening Balance Sheet at 02/28/2021

# Category FCI FSC FHC FLLC Eliminations Consolidated
Assets
Current Assets
1 Cash and cash equivalents $ 2,291,536 $ 95,138 $ 6,243,418 $ - $ - $ 8,630,092
2 Accounts receivable[1] 34,187,846 255,339,221 1,250,000 - (255,339,221 ) 35,437,846
3 Inventories 3,796,328 - - - (3,796,328 ) -
4 Prepaid expenses and other current assets[2] 1,454,728 17,148,108 - - - 18,602,835
5 Total Current Assets 41,730,437 272,582,466 7,493,418 - (259,135,548 ) 62,670,773
6 Operating lease right-of-use assets, net - - - - - -
7 Property and equipment, net - - - - - -
8 Other assets, Net[3] 73,741 12,094 - - - 85,835
9 Total Assets $ 41,804,178 $ 272,594,560 $ 7,493,418 $ - $ (259,135,548 ) $ 62,756,608
Liabilities And Stockholders' Equity
Current Liabilities
10 Accounts payable $ 259,494,810 $ 21,660,545 $ 857,028 $ - $ (255,339,221 ) $ 26,673,162
11 Accrued liabilities[4] 219,683 239,968 - - - 459,650
12 Current portion of long-term debt - - - - - -
13 Current portion of operating lease liabilities[5] 56,032,976 101,918 - - - 56,134,895
14 Total Current Liabilities 315,747,469 22,002,431 857,028 - (255,339,221 ) 83,267,707
15 Operating lease liabilities - - - - - -
16 Long-term debt, net - - - - - -
17 Other liabilities (209,976,567 ) 53,968,048 156,528,841 - (520,322 ) -
18 Total Liabilities 105,770,902 75,970,479 157,385,869 - (255,859,543 ) 83,267,707
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 (63,966,724 ) 188,014,542 (103,068,049 ) - 5,333,534 26,313,303
23 Treasury stock - - (160,021,383 ) - - (160,021,383 )
24 Total Stockholders' Equity (63,966,724 ) 196,624,081 (149,892,451 ) - (3,276,005 ) (20,511,099 )
25 Total Liabilities And Stockholders' Equity $ 41,804,178 $ 272,594,560 $ 7,493,418 $ - $ (259,135,548 ) $ 62,756,608

Footnotes:

[1] Accounts receivable includes $34.1M income tax receivable, a $1.25M promissory note (due December 31, 2021) as a result of the Sale Transaction, $268K of sales tax receivables, and $8K of landlord receivables due to rent overpayments.

[2] Prepaid expenses and other current assets includes $1.3M of prepaid D&O insurance and restricted cash as detailed in the table below:

Entity FCI FCI FSC FSC FSC FSC
Account Description Cure Escrow Utility Deposit Professional Fee Stub Rent Escrow Purchase Price Escrow D&O Insurance
Balance ($M) $ 1.3 $ 0.2 $ 7.0 $ 4.5 $ 2.4 $ 2.0

[3] 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.

[4] FCI accrued liabilities includes $188K of accrued payroll taxes and $32K of accrued sales tax. FSC accrued liabilities includes $240K of accrued severance and payroll taxes.

[5] FCI current portion of operating lease liabilities includes $31.4M of unpaid rent, $24.4M of lease rejection costs, and $265K of percent rent accruals.

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In re: Case No. 20-13076 (BLS)
Francesca's Holdings Corporation, et al. Reporting Period: February 28, 2021 - April 3, 2021
Debtors

Exhibit B

Disbursements by Legal Entity

Reporting Period: February 28, 2021 - April 3, 2021

($'s in USD)

# Debtor Name Abbreviation Case Number Disbursements[1]
1 Francesca's Holdings Corporation FHC 20-13076 $ -
2 Francesca's, LLC FLLC 20-13077 -
3 Francesca's Collections, Inc. FCI 20-13078 82,639
4 Francesca's Services Corporation FSC 20-13079 820,521
5 Total $ 903,160

[1] Includes disbursements made February 28, 2021 - April 3, 2021.

Page 14 of 14

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Francesca's Holdings Corporation published this content on 11 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 14:07:14 UTC.