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Assets Held-For-Sale and Discontinued Operations
12 Months Ended
Feb. 02, 2019
Assets Held For Sale And Discontinued Operations [Abstract]  
ASSETS HELD-FOR-SALE AND DISCONTINUED OPERATIONS

NOTE 2 – ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

As discussed in Note 1, during the fourth quarter of 2017, Fred’s Board of Directors approved a plan to actively market its specialty pharmacy business. Accordingly, the specialty pharmacy business met the criteria for “Assets Held for Sale” in accordance with ASC 360 as of February 3, 2018.  The results of operations for the specialty pharmacy business have been presented as discontinued operations in accordance with ASC 205-20 for all periods presented. The results of the specialty pharmacy business were previously allocated to the Pharmacy segment within the sales mix. Certain corporate overhead and other costs previously allocated to the specialty pharmacy segment for reporting purposes did not qualify for classification within discontinued operations and have been reallocated to continuing operations.

The specialty pharmacy recorded a loss from discontinued operations, net of the tax line item, of $11.5 million for 2017. In addition, during the fourth quarter of 2017 a charge of $0.6 million was recorded as an impairment of the trade name and $10.8 million was recorded as an impairment of the goodwill related to the specialty pharmacy.

The Specialty Buyer paid Fred’s $40.0 million for the purchased assets (plus up to an additional $5.5 million for inventory). The Company recorded a loss on the sale of $0.4 million. On June 1, 2018, the sale of the specialty pharmacy assets was completed, as such, the Specialty Pharmacy assets and liabilities are no longer reflected as “held for sale” on the consolidated balance sheets as of February 2, 2019.

On September 7, 2018 the Company entered into an Asset Purchase Agreement with Walgreen Co., an Illinois corporation. On October 23, 2018, the Company entered into an amendment to the Asset Purchase Agreement (the “Amendment”). Under such Asset Purchase Agreement, as amended by the Amendment (the “Amended WBA Asset Purchase Agreement”), the Company agreed to sell certain prescription files and related data and records, retail pharmaceutical inventory, and certain other assets from 179 of the Company’s 346 retail pharmacy stores (such assets from such 179 retail pharmacy stores collectively referred to as “Retail Pharmacy”) for a cash purchase price of approximately $157 million plus an amount equal to the value of the inventory included in the Retail Pharmacy assets up to an approximately $35 million cap, in each case subject to certain adjustments. During the third quarter of 2018, the assets therefore met the criteria for Assets held for sale in accordance with ASC 360. Such assets have been reflected as “held for sale” on the consolidated balance sheets for the current and historical periods, in accordance with ASC 360. The results of the Retail Pharmacy business were previously allocated to the Pharmacy segment within the sales mix. In addition, the results of such operations have been presented as discontinued operations in accordance with ASC 205-20, Results of Operations – Discontinued Operations for all periods presented.

 

As of January 17, 2019, the Company had closed the transactions contemplated by the Amended WBA Asset Purchase Agreement, and the Company had received cash proceeds of approximately $156.1 million, plus approximately $20.6 million for the inventory sold in the transaction, in each case after adjustment as described in the Amended Asset Purchase Agreement.  The Company recorded a gain of $145.7 million related to the Retail Pharmacy sale. The Company used the proceeds received in the transaction to pay down the Company’s existing indebtedness or for general corporate purposes.

During the fourth quarter of 2018, the Board approved a plan to actively market its headquarters building located in Memphis, TN.  As a result, the Company has reclassified the headquarters building to assets held for sale in accordance with ASC 360 – Assets held for sale. The building has been reclassified to held for sale on the consolidated balance sheet and the depreciation associated with the asset has concluded. The Company has assessed the fair value of the building base on the selling price of other assets within the surrounding area. The market price is reasonable in relation to the current selling price of similar assets on the market. See Note 2: Assets Held for Sale and Discontinued Operations for additional information.

Summarized Discontinued Operations and Assets Held for Sale Financial Information

The following table provides a reconciliation of the carrying amounts of major classes of assets and liabilities which are included in assets and liabilities held for sale in the accompanying consolidated balance sheet for each of the periods presented:

 

 

Specialty Pharmacy

 

 

Retail Pharmacy

 

 

Headquarters Building

 

 

Total Assets Held for Sale

 

 

February 2,

 

February 3,

 

 

February 2,

 

February 3,

 

 

February 2,

 

February 3,

 

 

February 2,

 

February 3,

 

 

2019

 

2018

 

 

2019

 

2018

 

 

2019

 

2018

 

 

2019

 

2018

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables, less allowance for doubtful

   accounts

$

 

$

15,983

 

 

$

 

$

 

 

$

 

$

 

 

$

 

$

15,983

 

Inventories

 

 

 

3,756

 

 

 

 

 

15,344

 

 

 

 

 

 

 

 

 

 

19,100

 

Other non-trade receivables

 

 

 

152

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

152

 

Prepaid expenses and other current assets

 

 

 

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12

 

Total current assets held for sale

$

 

$

19,903

 

 

$

 

$

15,344

 

 

$

 

$

 

 

$

 

$

35,247

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, less accumulated

   depreciation and amortization

 

 

 

1,036

 

 

 

 

 

 

 

 

4,839

 

 

4,927

 

 

 

4,839

 

 

5,963

 

Goodwill

 

 

 

30,609

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,609

 

Intangible assets, net

 

 

 

9,533

 

 

 

 

 

20,541

 

 

 

 

 

 

 

 

 

 

30,074

 

Other noncurrent assets, net

 

 

 

539

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

539

 

Total noncurrent assets held for sale

$

 

$

41,717

 

 

$

 

$

20,541

 

 

$

4,839

 

$

4,927

 

 

$

4,839

 

$

67,185

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

 

22,045

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22,045

 

Accrued expenses and other

 

 

 

4,527

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,527

 

Total current liabilities held for sale

$

 

$

26,572

 

 

$

 

$

 

 

$

 

$

 

 

$

 

$

26,572

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other noncurrent liabilities

 

 

 

48

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

48

 

Total noncurrent liabilities held

   For sale

$

 

$

48

 

 

$

 

$

 

 

$

 

$

 

 

$

 

$

48

 

 

The following table summarizes the results of discontinued operations for the years ended February 2, 2019 and February 3, 2018, respectively.

Discontinued Operations – Specialty Pharmacy

 

(in thousands)

 

2018

 

 

2017

 

Revenues

 

$

90,112

 

 

$

275,952

 

Cost of Goods Sold

 

 

88,454

 

 

 

264,153

 

Gross Margin

 

 

1,658

 

 

 

11,799

 

Depreciation and amortization

 

 

796

 

 

 

2,630

 

Impairment expense

 

 

 

 

 

11,422

 

Selling, general and administrative expenses

 

 

11,952

 

 

 

11,778

 

Loss from discontinued operations before

   income taxes

 

 

(11,090

)

 

 

(14,031

)

Loss on sale of assets

 

 

(446

)

 

 

 

Income tax expense

 

 

 

 

 

(3,113

)

Loss from discontinued operations, net of tax

 

$

(11,536

)

 

$

(10,918

)

 

The Specialty Buyer paid Fred’s $40.0 million for the purchased assets (plus up to an additional $5.5 million for inventory). The Company recorded a loss on the sale of $0.4 million. On June 1, 2018, the sale of the specialty pharmacy assets was completed, as such, the Specialty Pharmacy assets and liabilities are no longer reflected as “held for sale” on the consolidated balance sheets as of February 2, 2019.

Discontinued Operations – Retail Pharmacy

 

(in thousands)

 

2018

 

 

2017

 

Revenues

 

$

329,326

 

 

$

409,560

 

Cost of Goods Sold

 

 

264,712

 

 

 

314,216

 

Gross Margin

 

 

64,614

 

 

 

95,344

 

Depreciation and amortization

 

 

4,071

 

 

 

7,279

 

Impairment Expense

 

 

 

 

 

1,123

 

Selling, general and administrative expenses

 

 

70,537

 

 

 

81,670

 

Income (Loss) from discontinued operations before

   income taxes

 

 

(9,994

)

 

 

5,272

 

Gain on sale of assets

 

 

145,746

 

 

 

 

Income tax expense

 

 

 

 

 

 

Income from discontinued operations, net of tax

 

$

135,752

 

 

$

5,272

 

 

As of January 17, 2019, the Company had closed the transactions contemplated by the Amended WBA Asset Purchase Agreement, and the Company had received cash proceeds of approximately $156.1 million, plus approximately $20.6 million for the inventory sold in the transaction, in each case after adjustment as described in the Amended Asset Purchase Agreement.  The Company recorded a gain of $145.7 million related to the Retail Pharmacy sale. The Company used the proceeds received in the transaction to pay down the Company’s existing indebtedness or for general corporate purposes.

 


Total Discontinued Operations

 

(in thousands)

 

2018

 

 

2017

 

Revenues

 

$

419,438

 

 

$

685,512

 

Cost of Goods Sold

 

 

353,166

 

 

 

578,369

 

Gross Margin

 

 

66,272

 

 

 

107,143

 

Depreciation and amortization

 

 

4,867

 

 

 

9,909

 

Impairment Expense

 

 

 

 

 

12,545

 

Selling, general and administrative expenses

 

 

82,489

 

 

 

93,448

 

Loss from discontinued operations before

   income taxes

 

 

(21,084

)

 

 

(8,759

)

Gain on sale of assets

 

 

145,300

 

 

 

 

Income tax expense

 

 

 

 

 

(3,113

)

Income (loss) from discontinued operations, net of tax

 

$

124,216

 

 

$

(5,646

)