-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H2z5kGTBFnXvog0dZ/8Izo5GYfU6UbW9hfv3JFuC2mkS8STCxLaXpE6NNCnolirw HQjZb+/jxkNmk4im8QUFqg== 0001157523-06-011560.txt : 20061121 0001157523-06-011560.hdr.sgml : 20061121 20061121082752 ACCESSION NUMBER: 0001157523-06-011560 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061121 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061121 DATE AS OF CHANGE: 20061121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FREDS INC CENTRAL INDEX KEY: 0000724571 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 620634010 STATE OF INCORPORATION: TN FISCAL YEAR END: 0127 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14565 FILM NUMBER: 061231545 BUSINESS ADDRESS: STREET 1: 4300 NEW GETWELL RD CITY: MEMPHIS STATE: TN ZIP: 38118 BUSINESS PHONE: 9013658880 MAIL ADDRESS: STREET 1: 4300 NEW GETWELL ROAD CITY: MEMPHIS STATE: TN ZIP: 38118 FORMER COMPANY: FORMER CONFORMED NAME: BADDOUR INC DATE OF NAME CHANGE: 19910620 8-K 1 a5279353.txt FRED'S, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2006 FREDS, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 --------- ---------- (State or Other Jurisdiction (I.R.S. Employer of Incorporation) Identification No.) 4300 New Getwell Road, Memphis, Tennessee 38118 (Address of principal executive offices) (901) 365-8880 Registrant's telephone number, including area code Not Applicable (Former Name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 21, 2006, Fred's, Inc. issued a press release announcing its financial results for the third fiscal quarter and nine-month period ended October 28, 2006. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information in this report, including the exhibit attached hereto, is furnished pursuant to Item 2.02 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 99.1 Press Release issued by Fred's, Inc., dated November 21, 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FRED'S, INC. (Registrant) Date: November 21, 2006 By: /s/Jerry A. Shore -------------------------------- Jerry A. Shore Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description of Exhibit(s) - ------- ------------------------- 99.1 Copy of press release issued by Fred's, Inc. on November 21, 2006. EX-99.1 2 a5279353ex991.txt FRED'S, INC. EXHIBIT 99.1 Exhibit 99.1 Fred's Reports Third Quarter Results MEMPHIS, Tenn.--(BUSINESS WIRE)--Nov. 21, 2006--Fred's, Inc. (NASDAQ: FRED) today reported financial results for the third fiscal quarter and nine-month period ended October 28, 2006. Net income for the third quarter of 2006 totaled $6.0 million or $0.15 per diluted share, representing a decline of 6% from $6.3 million or $0.16 per diluted share in the year-earlier period. The Company's earnings for the third quarter included stock compensation expense of $0.01 per diluted share associated with the implementation of Statement of Financial Accounting Standards No. 123R, "Share-Based Payments" (SFAS 123R); the Company recorded no stock compensation expense in the comparable period last year. For the nine months ended October 28, 2006, net income was $17.6 million or $0.44 per diluted share compared with $16.5 million or $0.42 per diluted share in the same period last year, representing increases of 6% in net income and 5% in net income per diluted share. The Company's earnings for the first nine months of 2006 included stock compensation expense totaling $0.02 per diluted share; the Company recorded no stock compensation expense in the year-earlier period. Total sales for the third quarter of 2006 increased 8% to $407.9 million from $376.8 million in the same period last year. On a comparable store basis, sales increased 3.0% for the quarter versus a 1.0% increase in the year-earlier period. For the first nine months of 2006, total sales increased 9% to $1.232 billion compared with $1.133 billion in the year-earlier period. Comparable store sales for the first nine months of 2006 increased 2.7% versus a 1.0% increase in the same period last year. Commenting on the results, Michael J. Hayes, Chief Executive Officer, said, "As we announced earlier this month, October interrupted eight consecutive months of on-target sales growth for Fred's. Against the backdrop of an already challenging retail climate, the hurricane relief funding that poured into the Gulf Coast area last year made it difficult to project just how strong recurring sales would be once we lapped those efforts. As we learned, October's sales performance was difficult and caused earnings for the third quarter to fall short of our original plan. On a positive note, these softer sales were offset to some extent by higher gross margins in the third quarter as we continued to focus on reducing markdowns and controlling shrinkage. "Looking ahead to the fourth quarter of the year, we remain cautious about the competitive environment and the absence of the relief funds that benefited the fourth quarter of 2005," Hayes continued. "In view of these issues, we expect that comparable store sales performance in the fourth quarter will range from 0% to 3% and, accordingly, diluted earnings per share for the quarter should range from $0.23 to $0.28." Fred's gross profit for the third quarter increased 10% to $119.5 million from $108.8 million in the prior-year period. Gross margin for the quarter was 29.3% versus 28.9% last year, reflecting improvements in markdowns and shrinkage controls. Gross profit for the first nine months of 2006 increased 10% to $354.4 million from $322.6 million in the same period last year. Gross margin for the 2006 year-to-date period was 28.8% versus 28.5% in the same period last year. Selling, general and administrative expenses for the third quarter of 2006 increased to 27.0% of sales versus 26.3% of sales in the year-earlier period. The increase for the quarter is primarily attributed to greater store expenses to process the heavy seasonal inventory levels. On a year-to-date basis in 2006, selling, general and administrative expenses increased to 26.6% of sales compared with 26.2% of sales in the first nine months of 2005. Operating income for the third quarter of 2006 declined 6% to $9.3 million from $9.9 million in the year-earlier period. Operating income was 2.3% of sales in the third quarter of 2006 compared with 2.6% of sales last year. Operating income for the first nine months of 2006 increased 4% to $26.6 million from $25.6 million in the prior-year period. Operating income for the first nine months of 2006 was 2.2% of sales versus 2.3% of sales last year. In the third quarter, Fred's opened 16 stores and four pharmacies. The Company closed two stores and one pharmacy. Fred's anticipates that it will open 12 stores and eight pharmacies in the fourth quarter, bringing the total openings for the year to 58 stores and 20 pharmacies. Fred's, Inc. operates 687 discount general merchandise stores, including 24 franchised Fred's stores in the southeastern United States. For more information about the Company, visit Fred's website on the Internet at www.fredsinc.com. A public, listen-only simulcast and replay of Fred's third quarter conference call may be accessed at the Company's web site or at www.earnings.com. The simulcast will begin at approximately 10:00 a.m. Eastern Time today and a replay of the call will be available beginning at approximately 1:00 p.m. Eastern Time and will run until December 21, 2006. Comments in this news release that are not historical facts are forward-looking statements that involve risks and uncertainties which could cause actual results to differ materially from those projected in the forward-looking statements. These risks and uncertainties include, but are not limited to, general economic trends, changes in consumer demand or purchase patterns, delays or interruptions in the flow of merchandise between the Company's distribution centers and its stores or between the Company's suppliers and same, a disruption in the Company's data processing services, costs and delays in acquiring or developing new store sites, and other contingencies discussed in the Company's Securities and Exchange Commission filings. Fred's undertakes no obligation to release revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events, except as required to be reported under the rules and regulations of the Securities and Exchange Commission. FRED'S, INC. Unaudited Financial Highlights (in thousands, except per share amounts) 13 Weeks 13 Weeks Ended Ended Oct. 28, Oct. 29, Percent 2006 2005 Change ----------------- ----------------- ---------- Net sales $ 407,872 $ 376,754 8.3% Operating income $ 9,302 $ 9,861 -5.7% Net income $ 5,953 $ 6,321 -5.8% Net income per share: Basic $ 0.15 $ 0.16 -6.3% Diluted $ 0.15 $ 0.16 -6.3% Average shares outstanding: Basic 39,794 39,661 Diluted 39,905 39,759 39 Weeks 39 Weeks Ended Ended Oct. 28, Oct. 29, Percent 2006 2005 Change ----------------- ----------------- ---------- Net sales $ 1,231,675 $ 1,132,811 8.7% Operating income $ 26,555 $ 25,552 3.9% Net income $ 17,574 $ 16,526 6.3% Net income per share: Basic $ 0.44 $ 0.42 4.8% Diluted $ 0.44 $ 0.42 4.8% Average shares outstanding: Basic 39,753 39,616 Diluted 39,857 39,761 FRED'S, INC. Unaudited Fiscal 2006 Third Quarter Results (in thousands, except per share amounts) 13 Weeks 13 Weeks Ended Ended Oct. 28, % of Oct. 29, % of 2006 Total 2005 Total --------- ------ --------- ------ Net sales $407,872 100.0% $376,754 100.0% Cost of goods sold 288,374 70.7% 267,942 71.1% --------- ------ --------- ------ Gross profit 119,498 29.3% 108,812 28.9% Selling, general and administrative expenses 110,196 27.0% 98,951 26.3% --------- ------ --------- ------ Operating income 9,302 2.3% 9,861 2.6% Interest expense, net 287 0.1% 260 0.1% --------- ------ --------- ------ Income before income taxes 9,015 2.2% 9,601 2.5% Provision for income taxes 3,062 0.7% 3,280 0.8% --------- ------ --------- ------ Net income $ 5,953 1.5% $ 6,321 1.7% ========= ====== ========= ====== Net income per share: Basic $ 0.15 $ 0.16 ========= ========= Diluted $ 0.15 $ 0.16 ========= ========= Weighted average shares outstanding: Basic 39,794 39,661 ========= ========= Diluted 39,905 39,759 ========= ========= Unaudited Fiscal 2006 Nine-Month Results (in thousands, except per share amounts) 39 Weeks 39 Weeks Ended Ended Oct. 28, % of Oct. 29, % of 2006 Total 2005 Total ----------- ------- ----------- ------ Net sales $1,231,675 100.0 % $1,132,811 100.0% Cost of goods sold 877,289 71.2% 810,238 71.5% ----------- ------- ----------- ------ Gross profit 354,386 28.8% 322,573 28.5% Selling, general and administrative expenses 327,831 26.6% 297,021 26.2% ----------- ------- ----------- ------ Operating income 26,555 2.2% 25,552 2.3% Interest expense, net 502 0.1% 720 0.1% ----------- ------- ----------- ------ Income before income taxes 26,053 2.1% 24,832 2.2% Provision for income taxes 8,479 0.7% 8,306 0.7% ----------- ------- ----------- ------ Net income $ 17,574 1.4% $ 16,526 1.5% =========== ======= =========== ====== Net income per share: Basic $ 0.44 $ 0.42 =========== =========== Diluted $ 0.44 $ 0.42 =========== =========== Weighted average shares outstanding: Basic 39,753 39,616 =========== =========== Diluted 39,857 39,761 =========== =========== FRED'S, INC. Unaudited Balance Sheet (in thousands) Oct. 28, Oct. 29, 2006 2005 --------- --------- ASSETS: Cash and cash equivalents $ 2,470 $ 19,306 Inventories 388,092 342,628 Receivables 24,523 18,876 Other non-trade receivables 15,090 15,831 Prepaid expenses and other current assets 13,370 11,660 --------- --------- Total current assets 443,545 408,301 Property and equipment, net 139,928 141,018 Other noncurrent assets 10,155 8,126 --------- --------- Total assets $593,628 $557,445 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY: Accounts payable $118,893 $105,698 Current portion of indebtedness 243 585 Current portion of capital lease obligation 393 588 Accrued expenses and other 43,344 36,963 Deferred tax liability 19,442 18,388 Income taxes payable 0 4,854 --------- --------- Total current liabilities 182,315 167,076 Long-term portion of indebtedness 35,080 42,619 Deferred income taxes 10,842 10,124 Long-term portion of capital lease obligations 192 596 Other noncurrent liabilities 7,366 6,349 --------- --------- Total liabilities 235,795 226,764 Shareholders' equity 357,833 330,681 --------- --------- Total liabilities and shareholders' equity $593,628 $557,445 ========= ========= CONTACT: Fred's, Inc. Executive Vice President and Chief Financial Officer Jerry A. Shore, 901-362-3733, Ext. 2217 -----END PRIVACY-ENHANCED MESSAGE-----