Amended Quarterly Report (10-q/a)
December 14 2018 - 2:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the quarterly period ended November
3, 2018.
OR
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the transition period from _________
to _________ .
Commission file number 001-14565
FRED’S,
INC.
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(Exact
name of registrant as specified in its charter)
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TENNESSEE
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62-0634010
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(State or Other Jurisdiction
of
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(I.R.S. Employer Identification
Number)
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Incorporation or Organization)
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4300
New Getwell Road
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Memphis,
Tennessee 38118
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(Address
of Principal Executive Offices)
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(901)
365-8880
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(Registrant’s telephone
number, including area code)
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Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes
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No
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Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes
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No
☐
.
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging Growth Company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes
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No
☒
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The registrant had 37,686,555 shares of Class A voting, no par value common stock outstanding as of December
10, 2018.
Explanatory Note
This Amendment No. 1 to the Quarterly Report on Form 10-Q of
Fred’s, Inc. (the “Company”) for the quarter ended November 3, 2018, originally filed on December 13, 2018 (the
“Original Filing”), is being filed solely to include the XBRL documents as Exhibit 101, which were omitted from the
Original Filing.
Except as described above, no other changes have been made to the Original Filing, and this Form 10-Q/A
does not modify, amend or update in any way any of the financial or other information contained in the Original Filing.
Item
6. Exhibits.
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Incorporation
by Reference
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Exhibit
Number
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Exhibit
Description
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Form
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SEC
File No.
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Exhibit
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Filing
Date
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2.1
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Asset
Purchase Agreement, dated September 7, 2018, by and between Walgreen Co. and Fred’s Stores of Tennessee, Inc.
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8-K
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001-14565
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2.1
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September
10, 2018
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2.2
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Amendment
to Asset Purchase Agreement, dated October 23, 2018, by and between Walgreen Co. and Fred’s Stores of Tennessee, Inc.
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8-K
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001-14565
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2.1
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November
14, 2018
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10.1
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Seventh
Amendment to Credit Agreement, Second Amendment to Amended and Restated Addendum to Credit Agreement and Second Amendment
to Security Agreement, dated as of August 23, 2018, by and among Fred’s, Inc. and certain of its subsidiaries, Regions
Bank, in its capacity as administrative agent, co-collateral agent and lender, and Bank of America, N.A., in its capacity
as co-collateral agent and lender.
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8-K
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001-14565
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10.1
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August
29, 2018
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10.2
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Third
Amendment to Amended and Restated Addendum to Credit Agreement, dated as of October 15, 2018, by and among Fred’s, Inc.
and certain of its subsidiaries, Regions Bank, in its capacity as administrative agent, co-collateral agent and lender, and
Bank of America, N.A., in its capacity as co-collateral agent and lender.
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8-K
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001-14565
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10.1
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October
19, 2018
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10.3
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Amendment
to Cooperation Agreement, dated as of August 11, 2017, by and among Fred’s, Inc., Alden Global Capital LLC, Strategic
Investment Opportunities LLC and Heath B. Freeman.
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8-K
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001-14565
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10.1
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October
10, 2018
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31.1†
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Certification of Interim Chief Executive Officer pursuant to Exchange Rule 13a-14(a) of the Securities Exchange Act
.
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—
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—
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—
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—
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31.2†
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Certification of Chief Financial Officer pursuant to Exchange Rule 13a-14(a) of the Securities Exchange Act.
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—
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—
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—
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32††
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Certification of Interim Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a–14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
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101.INS
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XBRL Instance Document
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—
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101.SCH
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XBRL Taxonomy Extension
Schema
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101.CAL
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XBRL Taxonomy Extension
Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension
Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension
Label Linkbase
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101.PRE
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XBRL Taxonomy Extension
Presentation Linkbase
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—
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† Filed
herewith.
†† Furnished
herewith.
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 thereunto duly authorized.
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FRED’S, INC.
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Date: December 14, 2018
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/s/ Joseph M. Anto
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Interim Chief Executive Officer, Executive Vice President and
Chief Financial Officer
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