Notification That Annual Report Will Be Submitted Late (nt 10-k)
April 19 2019 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SEC FILE NUMBER
NOTIFICATION
OF LATE FILING
CUSIP
NUMBER
356108100
(Check
one):
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☑
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR
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☐
Form N-CSR
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For Period Ended: February 2, 2019
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☐
Transition
Report on Form 10-K
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☐
Transition
Report on Form 20-F
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☐
Transition
Report on Form 11-K
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☐
Transition
Report on Form 10-Q
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☐
Transition Report on Form N-SAR
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For
the Transition Period Ended: ____________________________________________________________
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to
imply that the Commission has verified any information contained herein.
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If the notification
relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I – REGISTRANT INFORMATION
Fred’s, Inc.
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Full Name of Registrant
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N/A
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Former Name if Applicable
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4300 New Getwell Road
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Address of Principal Executive Office
(Street and
Number)
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Memphis, Tennessee 38118
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City, State and Zip Code
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PART
II – RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate)
☑
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(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort
or expense;
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(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof,
will be filed on or before the fifth calendar day following the prescribed due date; and
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(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III – NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
Fred’s,
Inc. (the “Company”) is delayed in preparing and filing its Annual Report on Form 10-K for the fiscal year ended February
2, 2019 (the “Form 10-K”) by the April 18, 2019 filing due date applicable to accelerated filers. The Company expects
to file the Form 10-K on or before the fifteenth calendar day following the prescribed due date. Should the Company be unable
to file the Form 10-K by such date, it will continue its efforts to file the Form 10-K as soon as practicable thereafter.
On
April 11, 2019, the Company announced a plan to close 159 underperforming stores (the “Plan”) and the Company’s
expectation of related costs and impairment charges. The Company’s management, accounting and legal personnel continue to
assess the impact of executing the Plan and analyze the accounting impact thereof, which have contributed to the Company’s
delay in preparing and filing the Form 10-K.
The
foregoing circumstances have delayed the preparation and review of the Form 10-K and have made the timely filing of the Form 10-K
impracticable without undue hardship and expense to the registrant.
Forward-Looking
Statements
Statements
in this notification about the expected timing of the filing of the Form 10-K and the Company’s results of operations, other
than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such
forward-looking statements are qualified in their entirety by reference to the following cautionary statements.
All
forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of risks,
uncertainties and assumptions that could cause the actual results to differ materially from such forward-looking statements, including,
among other things, the time needed for the Company to finalize and file its Form 10-K, and to continue to assess the impact of
executing the Plan and analyze the accounting impact of the Plan. Unless required by law, the Company expressly disclaims any
obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
PART
IV – OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this notification
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Joseph
M. Anto
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(901)
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365-8880
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section
30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required
to file such report(s) been filed? If answer is no, identify report(s). Yes
☑ No ☐
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(3)
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Is
it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
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Yes
☑ No ☐
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
It
is anticipated that there will be a significant change in the Company’s results of operations for the fiscal year ended
February 2, 2019, as compared to the previously reported results of operations for the fiscal year ended February 3, 2018, due
to the Company’s presentation of the results of operations for a portion of its retail pharmacy business (the “Retail
Rx Disc Ops Business”) as discontinued operations in accordance with ASC 205-20,
Results of Operations – Discontinued
Operations
. The results of operations of the Retail Rx Disc Ops Business for the year ended February 2, 2019 will be presented
as discontinued operations in the financial statements included in the Company’s Annual Report on Form 10-K for the year
ended February 2, 2019 (the “Form 10-K”), and the results of operations of the Retail Rx Disc Ops Business for the
year ended February 3, 2018 will be reclassified to conform with such presentation. As a result of the foregoing, the Company’s
net sales from continuing operations for the year ended February 3, 2018 will be reclassified to $1,395.8 million and its net
loss from continuing operations for the year ended February 3, 2018 will be reclassified to $144.5 million, among other items.
After giving effect to the reclassification of the Retail Rx Disc Ops Business for the year ended February 3, 2018, it is
not anticipated that there will be a significant change in the Company’s results of operations for the fiscal year ended
February 2, 2019, as compared to the results of operations with respect to continuing operations for the fiscal year ended February
3, 2018. The financial information included herein consists of preliminary unaudited results, which will not be final until the
Company files its audited financial statements in the Form 10-K. Actual results may differ materially from these preliminary
unaudited results.
Fred’s,
Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
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April 18, 2019
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By:
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/s/ Joseph M. Anto
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Name:
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Joseph M. Anto
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Title:
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Chief Executive Officer and Secretary
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INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of
the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority
to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001).
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