In re: FRED’S, INC., et al.

Reporting Period: April 5, 2020 to May 2, 2020

REQUIRED DOCUMENTS

Schedule of Cash Receipts and Disbursements

Bank Reconciliation (or copies of debtor’s bank reconciliations)

Schedule of Professional Fees Paid

Copies of bank statements

Cash disbursements journals

Statement of Operations

Balance Sheet

Status of Postpetition Taxes

Copies of IRS Form 6123 or payment receipt

Copies of tax returns filed during reporting period

Summary of Unpaid Postpetition Debts

Listing of aged accounts payable

Accounts Receivable Reconciliation and Aging

Debtor Questionnaire

Signature of Debtor

    Date

Signature of Joint Debtor

    Date

/s/ Mark Renzi

5/29/2020                                                         ’

Mark Renzi

Chief Restructuring Officer

Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

($ in 000’s)

Cash Flow Summary

Receipts

FS Collections

Rx Collections ⁽¹⁾

Asset Sales

Other Collections

Total Cash Receipts

Disbursements

FS Merchandise

RX Merchandise

Payroll and Other Employee Obligations

Rent

Sales Tax

Utilities

Other Operating Disbursements

Third Party Rx Reimbursement

Other Non-Operating Disbursements

Total Cash Disbursements

Net Cash Flow ⁽²⁾

The Company collected pharmacy proceeds on behalf 3rd party buyers for sold pharmacies during this period; generally a one week delay from collecting to disbursing those proceeds.

The Company was operating under cash collateral over the cumulative period and cash was used to pay down the DIP loan.

For period from April 5, 2020 to May 2, 2020

Legal Entity

Fred’s, Inc.

Fred’s Stores of Tennessee, Inc.

505 N. Main Opp, LLC

National Equipment Management and Leasing, Inc.

National Pharmaceutical Network, Inc.

Summit Properties – Bridgeport, LLC

Summit Properties – Jacksboro, LLC

Reeves-Sain Drug Store, Inc.

Debtor Name

Name of Institution

Type of Account

Fred’s, Inc.

Fred’s, Inc.

Fred’s, Inc.

Fred’s, Inc.

Fred’s, Inc.

Fred’s, Inc.

Fred’s, Inc.

Total Bank Cash ⁽²⁾

Account balances provided as of COB 5/2/2020

Excludes outstanding checks accounted for in book cash on balance sheet

For period from April 5, 2020 to May 2, 2020

Retained Professionals

Morris, Nichols, Arsht & Tunnell LLP

Akin Gump Strauss

Kasowitz Benson Torres LLP

Berkeley Research Group

Epiq Corporate Restructuring LLC

Alvarez & Marsal LLC

Lowenstein Sandler LLP

Womble Bond Dickinson

Total

For period from April 5, 2020 to May 2, 2020

Net sales

Cost of goods sold

Gross profit

Depreciation and amortization

Selling, general and administrative expenses

Operating income (loss)

Gain (loss) from disposal of assets/liabilities

Interest expense (income)

Income (loss) before income taxes

Provision (benefit) for income taxes

Net income (loss) from continuing operations

Net income (loss) from discontinued operations

Net income (loss)

ASSETS

Current assets:

Cash and cash equivalents ⁽¹⁾

Inventories

Receivables, less allowance for doubtful accounts of $1,752

Other non-trade receivables ⁽²⁾

Prepaid expenses and other current assets

Total current assets

Property and equipment, less accumulated depreciation and amortization

Goodwill

Intangible assets, net

Other noncurrent assets, net ⁽³⁾

Total assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Current portion of indebtedness

Accrued expenses and other

Total current liabilities

Long-term portion of indebtedness

Other noncurrent liabilities

Total liabilities

Shareholders’ equity:

Preferred stock, nonvoting, no par value

Preferred stock, Series A junior participating nonvoting, no par value

Preferred stock, Series C junior participating voting, no par value

Common stock, Class A voting, no par value

Common stock, Class B nonvoting, no par value

Treasury Stock, at cost

Retained earnings

Accumulated other comprehensive income

Total shareholders’ equity

Total liabilities and shareholders’ equity

Cash includes pharmacy proceeds the Company collected on behalf of 3rd party buyers for sold pharmacies that had not been disbursed as of 5/2/20; the Company generally holds 1-2 weeks of 3rd party pharmacy proceeds before disbursing funds

Other Non-Trade Receivables include franchise receivables, scan-down receivables, pharmacy rebates, and other receivables; subject to adjustment due to collectability and other factors

Other Non-Current Assets include outstanding letters of credit and utility deposits; subject to adjustment due to collectability and other factors

Current

0 - 30 Days Old

31 - 60 Days Old

61 - 90 Days Old

91+ Days Old

Total Post-Petition Debts

Note: Does not include post-petition AP where there is currently an ongoing dispute

Current

0 - 30 Days Old

31 - 60 Days Old

61 - 90 Days Old

91+ Days Old

Total Trade Receivable

    Yes    

    No    

1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.

2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.

3. Have all post-petition tax returns been filed timely? If no, provide an explanation below.

4. Are workers compensation, general liability, and other necessary insurance coverages in effect? If no, provide an explanation below.

5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.

Account Name