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FRED > SEC Filings for FRED > Form 10-Q on 11-Jun-2009All Recent SEC Filings

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Form 10-Q for FREDS INC


11-Jun-2009

Quarterly Report

Management's Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
Executive Overview
Recognizing our pharmacy department as a key differentiating factor to other small-box discount retailers, we have accelerated our growth strategy in this area and are aggressively pursuing opportunities to acquire independent pharmacies within our targeted markets. Our emphasis will continue to be on acquisitions and file buys, but cold starts will be employed where it makes sense to do so. We also rolled out our Prescription Plus $4 generic program to all pharmacies in the first quarter of 2009. We piloted this program on a limited basis last year and found it to be a traffic driver, and thus rolled it out to all pharmacies this quarter.
Our Own Brand initiative continues to be a key strategy for the Company in terms of building customer loyalty and increasing gross margin. We have reached an Own Brand penetration rate of 15% of total consumable sales, and that number will continue to grow throughout the year as new Own Brand products are introduced. Our commitment to quality in our Own Brand products is resonating with our customers and they continue to make the switch to our "Fred's Brand". We are continuing to add new products to our Own Brand line on an ongoing basis, with new items in paper and food introduced in the first quarter of 2009. Expense reduction and containment continues to be a key focus of the Company, especially in light of current economic conditions. We are aggressively pursuing cost reductions in all functional areas and are also continuously reviewing internal processes to find efficiencies and/or redundancies and drive unnecessary costs and expenses out of the business. These efforts are being coordinated at the Executive Level and close attention is being paid not to sacrifice service to our customers. These efforts resulted in a 90 basis point reduction in expenses as a percentage of sales in the first quarter of 2009 compared to the same period last year.
Also, we continued the work that we began last year related to our real estate site selection and store layout programs. We continue to improve the interior layout of our stores so that our customers experience more open customer spaces, more logical product flow and a more consistent and meaningful price message, all of which are intended to provide a more pleasurable shopping trip. We also continue to hone our real estate strategy so that the proper site is selected to support our targeted demographics, thus driving traffic and sales. Over the remainder of 2009, we intend to continue with capital improvements in infrastructure, including new stores as well as existing store expansion and remodels, distribution center upgrades and further development of our information technology capabilities. Technology upgrades will be made in the areas of direct store delivery systems, in-store systems, and pharmacy systems. As previously reported, the Company expects total earnings per diluted share for 2009 to be in the range of $0.73 to $0.80. These earnings projections include the following significant events affecting the balance of the year:
• The third year incremental raising of the federal minimum wage which will negatively impact our labor expense by approximately $2.3 million.

• The continued product mix shift to basic and consumable items, coupled with intense pharmacy competition, will continue to negatively affect gross margin.

• The positive margin impact of our Own Brand initiatives as mentioned in previous paragraphs.

Key factors that will be critical to the Company's future success include managing the strategy for opening new stores and pharmacies, including the ability to open and operate efficiently, maintaining high standards of customer service, maximizing efficiencies in the supply chain, controlling working capital needs through improved inventory turnover, controlling the effects of inflation or deflation, controlling product mix, increasing operating margin through improved gross margin and leveraging operating costs, and generating adequate cash flow to fund the Company's future needs.
Other factors that will affect Company performance in 2009 include the continuing management of the impacts of the changing regulatory environment in which our pharmacy department operates. Additionally, we believe that the ongoing recession and accelerating unemployment rate continue to place tremendous economic pressure on the consumer.


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However, we also continue to believe that our affordable pricing and value proposition make us an attractive destination to wary consumers.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The critical accounting matters that are particularly important to the portrayal of the Company's financial condition and results of operations and require some of management's most difficult, subjective and complex judgments are described in detail in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2009. The preparation of condensed financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to inventories, income taxes, insurance reserves, contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENED MAY 2, 2009 AND MAY 3, 2008
Sales
Net sales for the first quarter of 2009 decreased to $458.4 million in 2009 from $464.3 million in 2008, a quarter-over-quarter decline of $5.9 million or 1.3%, reflecting the Company's store closing program coupled with the ongoing economic challenges impacting our customers' disposable income. Excluding sales from stores closed in 2008 ($25.7 million), sales increased 4.5% over the first quarter last year. This increase was attributable to an increase in comparable store sales of 2.8% ($11.8 million) and an increase in non-comparable store sales of 1.7% ($8.0 million).
The Company's 2009 front store (non-pharmacy) sales decreased 3.6% over 2008 front store sales. Excluding the front store sales from stores closed in 2008 ($25.6 million), sales increased 5.1% over the first quarter last year. Although front store sales growth declined in the quarter in categories such as home furnishings, housewares, health and beauty and footwear, we did experience sales increases in certain categories such as tobacco, lawn and garden, pets, food and electronics.
The Company's pharmacy sales were 33.3% of total sales in the first quarter of 2009 compared to 31.8% of total sales in the same quarter last year and continue to rank as the largest sales category within the Company. The total sales in this department, including the Company's mail order operation which we closed during the first quarter of 2009, increased 3.6% over 2008, with third party prescription sales representing approximately 93% of total pharmacy sales, the same as in the prior year. The Company's pharmacy department continues to benefit from an ongoing program of purchasing prescription files from independent pharmacies and the addition of pharmacy departments in existing store locations.
Sales to FRED'S 24 franchised locations were $10.2 million in the first quarter of 2009 and 2008 and represented 2.2% of the Company's total sales in both quarters. The unchanged quarter over quarter franchise sales were a result of the ongoing economic challenges impacting our customers' disposable income. The Company does not intend to expand its franchise network in the future. The sales mix for the period was 33.3% Pharmaceuticals, 23.5% Household Goods, 16.1% Food and Tobacco, 9.1% Paper and Cleaning Supplies, 7.9% Apparel and Linens, 7.8% Health and Beauty Aids, and 2.2% Franchise. The sales mix for the period the same period last year was 31.8% Pharmaceuticals, 24.4% Household Goods, 8.7% Apparel and Linens, 15.5% Food and Tobacco, 9.2% Paper and Cleaning Supplies, 8.2% Health and Beauty Aids, and 2.2% Franchise. Gross Margin
Gross margin for the first quarter of 2009 decreased to $129.0 million from $132.5 million in 2008, a quarter-over-quarter decline of 2.6%. As a percent of sales, gross margin for the quarter decreased to 28.1% from 28.5% in the same quarter last year. Gross margin was unfavorably impacted by continued pricing pressures, an unfavorable shift in the product mix toward


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lower margin basic and consumable products, the mix shift in the pharmacy department from branded to generic drugs and higher inbound freight costs. Selling, General and Administrative Expenses Selling, general and administrative expenses, including depreciation and amortization, decreased to $115.3 million in 2009 (25.1% of sales) from $120.7 million in 2008 (26.0% of sales). This 90 basis point expense leverage resulted primarily from managing costs in our stores by increasing labor efficiencies, lowering distribution costs and the effect of our store closures in fiscal 2008. Our stores labor efficiencies resulted in an 18 basis point reduction in store labor as a percentage of store sales from 8.59% for the first quarter of 2008 to 8.41% for the first quarter of 2009. Additionally, overall expense efficiencies in store operations reduced store expenses from 22.7% of sales in the first quarter of 2008 to 22.1% in the same period in 2009. As a percent of sales, selling, general and administrative expenses, excluding depreciation and amortization, in the first quarter of 2009 were 23.7%, down from 24.5% in the first quarter of 2008. This leveraging of selling, general and administrative expenses resulted primarily from managing costs in our stores as detailed in the previous paragraph.
Operating Income
Operating income increased to $13.7 million in the first quarter of 2009 (3.0% of sales) from $11.7 million in 2008 (2.5% of sales) due primarily to a reduction in selling, general and administrative expenses as the Company continued to focus on managing costs in our stores, as described in the Selling, General and Administrative Expenses section above. This increase was partially offset by a net decrease in sales of $5.9 million driven by $25.7 million of closed store related sales in the first quarter of 2008, an increase in comparable store sales of $11.8 million and an increase in non-comparable store sales of $8.0 million, as detailed in the Sales section above. Interest Expense
For the first quarter of 2009, the Company incurred net interest expense of $0.1 million compared to $.2 million in the first quarter of 2008. This reduction in interest expense is due to less borrowing under our operational line of credit.
Income Taxes
For the first quarter of 2009, the effective income tax rate was 37.0%, as compared to 37.3% in the first quarter of 2008. The decrease in the effective tax rate was primarily due to increased benefits of federal wage credits. Net Income
As a result of the fluctuations described in the preceding sections, net income increased to $8.5 million (or $.21 per diluted share) in the first quarter of 2009 from $7.3 million (or $.18 per diluted share) during the same period last year. While net sales decreased by 1.3% and gross margin decreased 2.6% over the same period last year, the improvement in selling, general and administrative expenses (4.5%) more than offset this unfavorability, driving an increase in operating income of 16.6%. Finally, net income benefited from a lower tax rate due to increased benefits of federal wage credits.
LIQUIDITY AND CAPITAL RESOURCES
Due to the seasonality of our business and the continued increase in the number of stores and pharmacies, inventories are generally lower at year-end than at each quarter-end of the following year.
Cash provided by operating activities totaled $20.8 million during the thirteen week period ended May 2, 2009 compared to $7.0 million in the same period of the prior year. While cash was used for the purchase of inventories, we generated operating cash flow through our closing of 74 stores in fiscal 2008 and our ongoing initiative to better manage our Accounts Payable processes. Cash used in investing activities totaled $4.7 million, and consisted primarily of expenditures related to existing stores ($3.4 million), capital expenditures associated with the store and pharmacy expansion program ($.5 million) and technology and other corporate expenditures ($.4 million). During the first quarter of 2009, we opened 3 stores and 3 pharmacies and closed 3 pharmacies. We expect to open 12 to 18 stores and 12 to 18 pharmacies for the year and estimate the Company will close 3 to 10 stores and 5 to 10 pharmacies. In 2009, the Company is planning capital expenditures totaling approximately $21.4 million. Expenditures are planned totaling approximately $13.5 million for upgrades, remodels, or new stores and pharmacies; $3.9 million for technology upgrades, $2.4 million for distribution center equipment and capital replacements and $1.6 million for other corporate expenditures. In addition, the Company also plans expenditures of $5.0 million for the acquisition of customer lists and other pharmacy related items. Depreciation expense for 2009 will be approximately $26.0 million.


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Cash used by financing activities totaled $0.7 million and included $0.8 million for the payment of cash dividends and was offset by $0.1 million in proceeds from the exercise of stock options and employee stock purchase plan. There were $5.1 million in borrowings outstanding at May 2, 2009 related to real estate transactions. This amount is unchanged from the year ending January 31, 2009. We believe that sufficient capital resources are available in both the short-term and long-term through currently available cash and cash generated from future operations and, if necessary, the ability to obtain additional financing.
FORWARD-LOOKING STATEMENTS
Other than statements based on historical facts, many of the matters discussed in this Form 10-Q relate to events which we expect or anticipate may occur in the future. Such statements are defined as "forward-looking statements" under the Private Securities Litigation Reform Act of 1995 (the "Reform Act"), 15 U.S.C. Sections 77z-2 and 78u-5. The Reform Act created a safe harbor to protect companies from securities law liability in connection with forward-looking statements. We intend to qualify both our written and oral forward-looking statements for protection under the Reform Act and any other similar safe harbor provisions.
The words "believe", "anticipate", "project", "plan", "expect", "estimate", "objective", "forecast", "goal", "intend", "will likely result", or "will continue" and similar expressions generally identify forward-looking statements. All forward-looking statements are inherently uncertain, and concern matters that involve risks and other factors that may cause the actual performance of the Company to differ materially from the performance expressed or implied by these statements. Therefore, forward-looking statements should be evaluated in the context of these uncertainties and risks, including but not limited to:
• Economic and weather conditions which affect buying patterns of our customers and supply chain efficiency.

• Changes in consumer spending and our ability to anticipate buying patterns and implement appropriate inventory strategies.

• Continued availability of capital and financing.

• Competitive factors.

• Changes in reimbursement practices for pharmaceuticals.

• Governmental regulation.

• Increases in fuel and utility rates.

• Potential adverse results in the Fair Labor Standards Act ("FSLA") litigation described under Legal Proceedings on page 17.

• Other factors affecting business beyond our control, including (but not limited to) those discussed under Part 1, ITEM 1A "Risk Factors" of the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2009.

Consequently, all forward-looking statements are qualified by this cautionary statement. Readers should not place undue reliance on any forward-looking statements. We undertake no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.


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