EXHIBIT 99.1
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
IN RE FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
MONTHLY OPERATING REPORT
FILE WITH COURT AND SUBMIT COPY TO UNITED STATES TRUSTEE
WITHIN 45 DAYS AFTER END OF THE PERIOD
Submit copy of report to any official committee appointed in the case.
<Table>
<Caption>
DOCUMENT EXPLANATION
REQUIRED DOCUMENTS FORM NO. ATTACHED ATTACHED
- ------------------ -------- -------- -----------
Schedule of Cash Receipts and Disbursements MOR-1
Weekly Receipts & Disbursements A X
Cash Disbursements by Petitioning Entity B X
Bank Account Information C X
Statement of Operations MOR-2 X
Balance Sheet MOR-3 X
Status of Postpetition Taxes MOR-4 X
Copies of IRS Form 6123 or payment receipt (See Tax Affidavit) X
Copies of tax returns filed during reporting period (See Tax Affidavit) X
Summary of Unpaid Postpetition Debts MOR-4 X
Summary Accounts Receivable Aging MOR-5 X
Debtor Questionnaire MOR-5 X
</Table>
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and
the attached documents are true and correct to the best of my knowledge and
belief.
RESPONSIBLE PARTY:
/s/ Jerry Rebel Assistant Treasurer
- --------------------------------- ----------------------------
Signature of Responsible Party Title
Jerry Rebel 8/14/2003
- --------------------------------- ----------------------------
Printed Name of Responsible Party Date
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03-4/19/03
NOTES TO THE MONTHLY OPERATING REPORT
GENERAL
The report includes activity from the following Debtors and related Case
Numbers [1][2][3][4][5]:
<Table>
<Caption>
DEBTOR CASE NUMBER
- ------ -----------
INCLUDED IN FLEMING SECTION OF THE MOR AS APPLICABLE:
Fleming Companies, Inc. 03-10945
ABCO Food Group, Inc. 03-10946
ABCO Markets, Inc. 03-10947
ABCO Realty Corp. 03-10948
Favar Concepts, Ltd. 03-10953
Fleming Foods Management Co., L.L.C. 03-10954
Fleming Foods of Texas, L.P. 03-10955
Fleming International, Ltd. 03-10956
Fleming Transportation Service, Inc. 03-10957
Fleming Supermarkets of Florida, Inc. 03-10958
Food 4 Less Beverage Company, Inc. 03-10959
FuelServ, Inc. 03-10960
Piggly Wiggly Company 03-10965
Progressive Realty, Inc. 03-10966
Rainbow Food Group, Inc. 03-10967
Retail Investments, Inc. 03-10968
Retail Supermarkets, Inc. 03-10970
RFS Marketing Services, Inc. 03-10971
Richmar Foods, Inc. 03-10972
Dunigan Fuels, Inc. 03-10973
INCLUDED IN CORE-MARK SECTION OF THE MOR AS APPLICABLE [6]:
Core-Mark International, Inc. 03-10944
ASI Office Automation, Inc. 03-10949
Core-Mark Mid-Continent, Inc. 03-10950
Core-Mark Interrelated Companies, Inc. 03-10951
C/M Products, Inc. 03-10952
General Acceptance Corporation 03-10961
Marquise Ventures Company, Inc. 03-10962
Head Distributing Company 03-10963
Minter Weisman Co. 03-10964
</Table>
NOTES TO MOR-1:
[1] All information contained within this Monthly Operating Report is subject
to amendment upon further reconciliation.
[2] Within this Monthly Operating Report Core-Mark's Eastern Divisions or
"Fleming 7" refers to Head Distributing Company, Minter-Weisman, and the
Marshfield, Chicago, Altoona and Leitchfield divisions included within
Fleming Companies, Inc.
[3] Period 3 refers to February 23, 2003 through March 22, 2003.
[4] Period 4 refers to March 23, 2003 through April 19, 2003.
[5] The Monthly Operating Report excludes financial activity related to
non-Debtor entities (i.e., Choteau Development Company, LLC).
[6] Core-Mark entities are on a different reporting schedule with period 4
reflecting a Balance Sheet as of March 31, 2003 (excludes Minter-Weisman).
The Statement of Operations has been estimated through April 19, 2003 to be
consistent with Fleming.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03-4/19/03
WEEKLY RECEIPTS AND DISBURSEMENTS
(DOLLARS IN 000'S)
<Table>
<Caption>
CURRENT CUMULATIVE
WEEK 1 [1] WEEK 2 [2] WEEK 3 [2] WEEK 4 [2] PERIOD TOTAL FILING TO DATE
---------- ---------- ---------- ---------- ------------ --------------
CASH RECEIPTS:
Fleming Receipts N/A $ 108,879 $ 155,308 $ 156,243 $ 420,430 $ 420,430
Core-Mark Receipts N/A 70,489 94,443 92,582 257,513 257,513
Asset/Excess Inventory Sales N/A -- -- -- -- --
Other Receipts [3] N/A 28,682 26,935 6,098 61,715 61,715
---------- ---------- ---------- ---------- ----------
ACTUAL RECEIPTS N/A $ 208,050 $ 276,687 $ 254,922 $ 739,659 $ 739,659
---------- ---------- ---------- ---------- ----------
CASH DISBURSEMENTS FROM OPERATIONS:
Material Purchases - Fleming N/A $ (95,406) $ (245,863) $ (147,961) $ (489,230) $ (489,230)
Material Purchases - Core-Mark N/A (55,163) (78,561) (81,253) (214,977) (214,977)
Tax Disbursements - Cigarettes N/A (1,166) (1,270) (5,455) (7,892) (7,892)
Tax Disbursements - Other N/A -- -- (1,138) (1,138) (1,138)
Employee & Payroll N/A (15,824) (11,259) (18,564) (45,646) (45,646)
Lease & Recurring Costs N/A -- (11,850) (206) (12,055) (12,055)
Other Operating Costs N/A (213) (6,199) (14,999) (21,411) (21,411)
---------- ---------- ---------- ---------- ----------
ACTUAL CASH DISBURSEMENTS FROM OPERATIONS N/A $ (167,772) $ (355,002) $ (269,575) $ (792,349) $ (792,349)
---------- ---------- ---------- ---------- ----------
CASH DISBURSEMENTS FROM NON-OPERATIONS:
DSD/Critical Vendor/PACA Payments N/A $ -- $ -- $ -- $ -- $ --
Capital Expenditures N/A -- -- (1,786) (1,786) (1,786)
Restructuring & Professional Fees N/A -- -- -- -- --
Interest & Financing N/A (120) (3,555) (203) (3,879) (3,879)
Other Non-Operating Costs N/A -- -- -- -- --
N/A
---------- ---------- ---------- ---------- ----------
ACTUAL CASH DISBURSEMENTS FROM NON-OPERATIONS N/A $ (120) $ (3,555) $ (1,990) $ (5,665) $ (5,665)
---------- ---------- ---------- ---------- ----------
TOTAL ACTUAL DISBURSEMENTS N/A $ (167,892) $ (358,557) $ (271,565) $ (798,014) $ (789,014)
---------- ---------- ---------- ---------- ----------
</Table>
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: [FROM CURRENT PERIOD
COLUMN]
<Table>
TOTAL DISBURSEMENTS $ (798,014)
LESS: Transfers to Debtor in Possession Accounts --
PLUS: Estate Disbursements Made By Outside Sources [i.e. from escrow accounts] --
-----------
TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES $ (798,014)
</Table>
NOTES
[1] Week 1 cash receipts and disbursements were excluded as they represent
prepetition receipts and disbursements (3/23/03-3/31/03).
[2] Week 2 through Week 4 receipts and disbursements includes Core-Mark's and
Fleming's April 2003 (4/1/03-4/19/03) receipts and disbursements.
[3] Other Receipts includes, among other items, additional Asset/Excess
Inventory Sales receipts.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03-4/19/03
CASH DISBURSEMENTS BY PETITIONING ENTITY [I]
(DOLLARS IN 000'S)
<Table>
<Caption>
CURRENT PERIOD CUMULATIVE FILING
PETITIONING ENTITIES CASE NUMBER TOTAL TO DATE
- -------------------- ----------- -------------- -----------------
Core-Mark International, Inc. 03-10944 $ (164,387) $ (164,387)
Fleming Companies, Inc. 03-10945 (489,398) (489,398)
ABCO Food Group, Inc. 03-10946 -- --
ABCO Markets, Inc. 03-10947 -- --
ABCO Realty Corp. 03-10948 -- --
ASI Office Automation, Inc. 03-10949 -- --
Core-Mark Mid-Continent, Inc. 03-10950 (39,463) (39,463)
Core-Mark Interrelated Companies, Inc. 03-10951 (6,173) (6,173)
C/M Products, Inc. 03-10952 -- --
Favar Concepts, Ltd. 03-10953 (259) (259)
Fleming Foods Management Co., L.L.C. 03-10954 -- --
Fleming Foods of Texas, L.P. 03-10955 (33,859) (33,859)
Fleming International, Ltd. 03-10956 (686) (686)
Fleming Transportation Service, Inc. 03-10957 (5) (5)
Fleming Supermarkets of Florida, Inc. 03-10958 -- --
Food 4 Less Beverage Company, Inc. 03-10959 -- --
Fuelserv, Inc. 03-10960 -- --
General Acceptance Corporation 03-10961 -- --
Marquise Ventures Company, Inc. 03-10962 -- --
Head Distributing Company 03-10963 (3,155) (3,155)
Minter Weisman Co. 03-10964 (15,020) (15,020)
Piggly Wiggly Company 03-10965 (20) (20)
Progressive Realty, Inc. 03-10966 (3) (3)
Rainbow Food Group, Inc. 03-10967 (18,490) (18,490)
Retail Investments, Inc. 03-10968 (20,921) (20,921)
Retail Supermarkets, Inc. 03-10970 -- --
RFS Marketing Services, Inc. 03-10971 -- --
Richmar Foods, Inc. 03-10972 (5,764) (5,764)
Dunigan Fuels, Inc. 03-10973 (412) (412)
-------------- --------------
TOTAL ACTUAL DISBURSEMENTS[2][3] $ (798,014) $ (798,014)
============== ==============
</Table>
NOTES
[1] Employee and Payroll distributions, per the Weekly Receipts and
Disbursements schedule, were not available on an entity by entity basis. As
a result, the total Core-Mark and Fleming Employee and Payroll
disbursements for 4/1/03 - 4/19/03 (approximately $41 million for Fleming
and approximately $5 million for Core-Mark) were allocated to the related
Fleming and Core-Mark entities based on the % of each entities total sales
to total Fleming Sales/Core-Mark sales. In particular, Core-Mark's
disbursements were allocated to the 7 entities (excludes Head Distributing
and Minter Weisman as they are included in Fleming's payroll total) and
Fleming's disbursements to the 22 Fleming entities (includes Head
Distributing and Minter Weisman).
[2] Total cash disbursements provided by both Core-Mark and Fleming during the
period did not agree to Total Actual Disbursements on the Weekly Receipts
and Disbursement schedule. Therefore, the difference was allocated between
the Core-Mark and Fleming entities based on each entities % of total cash
disbursements prior to allocation.
[3] Total Actual Disbursements contain Core-Mark's and Fleming's disbursements
for April 2003 (4/1/03-4/19/03).
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03-4/19/03
BANK ACCOUNT INFORMATION
<Table>
<Caption>
PETITIONING ENTITIES BANK ACCOUNT NUMBER TYPE
- -------------------- ---- -------------- ----
Fleming Companies, Inc. American Bank 3016832 Depository
Fleming Companies, Inc. Bank of America 6719906 Depository
Fleming Companies, Inc. Bank of America 1257001012 Depository
Fleming Companies, Inc. Bank of America 1257401015 Depository
Fleming Companies, Inc. Bank of America 1257601014 Depository
Fleming Companies, Inc. Bank of America 1376034850 Depository
Fleming Companies, Inc. Bank of America 1595458455 Depository
Fleming Companies, Inc. Bank of America 3299781296 Disbursement
Fleming Companies, Inc. Bank of America 3750955004 Depository
Fleming Companies, Inc. Bank of America 3751022745 Depository
Fleming Companies, Inc. Bank of America 3751278599 Depository
Fleming Companies, Inc. Bank of America 3751279446 Depository
Fleming Companies, Inc. Bank of America 3751281308 Depository
Fleming Companies, Inc. Bank of America 3751301107 Depository
Fleming Companies, Inc. Bank of America 3751372819 Depository
Fleming Companies, Inc. Bank of America 3751508777 Depository
Fleming Companies, Inc. Bank of America 3751522397 Depository
Fleming Companies, Inc. Bank of America 3751525640 Depository
Fleming Companies, Inc. Bank of America 3751525666 Depository
Fleming Companies, Inc. Bank of America 3751572091 Depository
Fleming Companies, Inc. Bank of America 3751589327 Depository
Fleming Companies, Inc. Bank of America 3721735870 Depository
Fleming Companies, Inc. Bank of America 3751769930 Depository
Fleming Companies, Inc. Bank of America 3751827733 Depository
Fleming Companies, Inc. Bank of America 3751847043 Depository
Fleming Companies, Inc. Bank of America 3751847056 Depository
Fleming Companies, Inc. Bank of America 3751889438 Depository
Fleming Companies, Inc. Bank of America 3751898571 Depository
Fleming Companies, Inc. Bank of America 3751898597 Depository
Fleming Companies, Inc. Bank of America 3751917371 Depository
Fleming Companies, Inc. Bank of America 3751917384 Depository
Fleming Companies, Inc. Bank of America 3751917397 Depository
Fleming Companies, Inc. Bank of America 3751917407 Depository
Fleming Companies, Inc. Bank of America 3751922887 Depository
Fleming Companies, Inc. Bank of America 3751942951 Depository
Fleming Companies, Inc. Bank of America 3752010688 Depository
Fleming Companies, Inc. Bank of America 8188007359 Depository
Fleming Companies, Inc. Bank of America 8188812687 Depository
Fleming Companies, Inc. Bank One 1113117 Depository
Fleming Companies, Inc. Bank One 10148350 Depository/Disbursement
Fleming Companies, Inc. Bank One 10218510 Depository
Fleming Companies, Inc. Bank One 10479632 Depository
Fleming Companies, Inc. Bank One 622743383 Depository
Fleming Companies, Inc. Bank One 901004046 Depository
Fleming Companies, Inc. Bank One 911632054 Depository
Fleming Companies, Inc. Bank One 913520419 Depository
Fleming Companies, Inc. Bank One 7001789715 Depository
Fleming Companies, Inc. First Hawaiian Bank 53015409 Depository
Fleming Companies, Inc. First Union 2000003284177 Depository
Fleming Companies, Inc. First Union 2000128885972 Depository
Fleming Companies, Inc. First Union 2014192753660 Depository
Fleming Companies, Inc. JP Morgan 6300030353 Disbursement
Fleming Companies, Inc. JP Morgan 6300035972 Disbursement
Fleming Companies, Inc. JP Morgan 6300036129 Disbursement
Fleming Companies, Inc. JP Morgan 6300036160 Disbursement
Fleming Companies, Inc. JP Morgan 6300062117 Disbursement
Fleming Companies, Inc. JP Morgan 6300064998 Disbursement
Fleming Companies, Inc. JP Morgan 6300065052 Disbursement
Fleming Companies, Inc. JP Morgan 6300065086 Disbursement
</Table>
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03-4/19/03
BANK ACCOUNT INFORMATION
<Table>
<Caption>
PETITIONING ENTITIES BANK ACCOUNT NUMBER TYPE
- -------------------- ---- -------------- ----
Fleming Companies, Inc. JP Morgan 8805174594 Disbursement
Fleming Companies, Inc. JP Morgan 8805175195 Depository
Fleming Companies, Inc. JP Morgan 8805175609 Depository
Fleming Companies, Inc. JP Morgan 8805222781 Depository
Fleming Companies, Inc. JP Morgan 8805223029 Depository
Fleming Companies, Inc. JP Morgan 8806170047 Disbursement
Fleming Companies, Inc. JP Morgan 8806212427 Disbursement
Fleming Companies, Inc. JP Morgan 8806212435 Depository
Fleming Companies, Inc. JP Morgan 8806212443 Depository
Fleming Companies, Inc. JP Morgan 8806212468 Depository
Fleming Companies, Inc. JP Morgan 8806212583 Depository
Fleming Companies, Inc. JP Morgan 8806212591 Depository
Fleming Companies, Inc. JP Morgan 8806231716 Depository
Fleming Companies, Inc. JP Morgan 8806231724 Depository
Fleming Companies, Inc. JP Morgan 8806231732 Depository
Fleming Companies, Inc. JP Morgan 8806232177 Depository
Fleming Companies, Inc. JP Morgan 8806232185 Depository
Fleming Companies, Inc. JP Morgan 8806232193 Depository
Fleming Companies, Inc. JP Morgan 8806232201 Depository
Fleming Companies, Inc. JP Morgan 8806232219 Depository
Fleming Companies, Inc. JP Morgan 8806232227 Depository
Fleming Companies, Inc. JP Morgan 8806232243 Depository
Fleming Companies, Inc. JP Morgan 8806232805 Depository
Fleming Companies, Inc. JP Morgan 8806247712 Depository
Fleming Companies, Inc. JP Morgan 8806257778 Depository
Fleming Companies, Inc. JP Morgan 8806258271 Depository/Disbursement
Fleming Companies, Inc. JP Morgan 8806258339 Depository
Fleming Companies, Inc. JP Morgan 8806263958 Depository/Disbursement
Fleming Companies, Inc. JP Morgan 8806289524 Depository
Fleming Companies, Inc. JP Morgan 8806290175 Depository
Fleming Companies, Inc. JP Morgan 8806319545 Depository/Disbursement
Fleming Companies, Inc. JP Morgan 8806319776 Depository
Fleming Companies, Inc. JP Morgan 8806319784 Depository
Fleming Companies, Inc. JP Morgan 8806319909 Depository/Disbursement
Fleming Companies, Inc. JP Morgan 8806322283 Depository/Disbursement
Fleming Companies, Inc. JP Morgan 8806322309 Depository
Fleming Companies, Inc. JP Morgan 8806322457 Depository/Disbursement
Fleming Companies, Inc. JP Morgan 8806324388 Depository/Disbursement
Fleming Companies, Inc. JP Morgan 8806324396 Depository/Disbursement
Fleming Companies, Inc. JP Morgan 8806324404 Depository/Disbursement
Fleming Companies, Inc. JP Morgan 8806327605 Depository/Disbursement
Fleming Companies, Inc. JP Morgan 8806362925 Disbursement
Fleming Companies, Inc. JP Morgan 8806362933 Disbursement
Fleming Companies, Inc. JP Morgan 8806363428 Depository
Fleming Companies, Inc. JP Morgan 8806370886 Disbursement
Fleming Companies, Inc. M&I 12263119 Depository
Fleming Companies, Inc. M&I 13004134 Depository
Fleming Companies, Inc. M&I 13004178 Depository
Fleming Companies, Inc. M&I 13004189 Depository
Fleming Companies, Inc. M&I 14133911 Depository
Fleming Companies, Inc. M&I 18241047 Depository
Fleming Companies, Inc. M&I 18241234 Depository
Fleming Companies, Inc. Manufacturers Trust 8891583471 Depository
Fleming Companies, Inc. Manufacturers Trust 12001749 Depository
Fleming Companies, Inc. National City 628865018 Depository
Fleming Companies, Inc. National City 6830031487 Depository
Fleming Companies, Inc. Waukesha 2726887 Disbursement
Fleming Companies, Inc. Waukesha 10428672 Depository/Disbursement
Fleming Companies, Inc. Waukesha 10478473 Depository
Fleming Companies, Inc. Waukesha 10505430 Depository/Disbursement
</Table>
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03-4/19/03
BANK ACCOUNT INFORMATION
<Table>
<Caption>
PETITIONING ENTITIES BANK ACCOUNT NUMBER TYPE
- -------------------- ---- -------------- ----
Fleming Companies, Inc. Wells Fargo/Norwest 4944072982 Depository
Fleming Companies, Inc. Wells Fargo/Norwest 6355025116 Depository/Disbursement
Fleming Companies, Inc. Wells Fargo/Norwest 6355045379 Depository
Fleming Companies, Inc. Wells Fargo/Norwest 6355045387 Depository
Fleming Companies, Inc. Wells Fargo/Norwest 6355045395 Disbursement
Fleming Companies, Inc. Wells Fargo/Norwest 9440104515 Depository
Core-Mark International, Inc. Bank Of Montreal 0004-1664-436 Disbursement
Core-Mark International, Inc. Bank Of Montreal 5691032070 Depository/Disbursement
Core-Mark International, Inc. Bank Of Montreal 07600000313 Depository/Disbursement
Core-Mark International, Inc. Bank Of Montreal 07601102397 Disbursement
Core-Mark International, Inc. Bank Of Montreal 07601154963 Depository/Disbursement
Core-Mark International, Inc. Bank Of Montreal 07604601086 FX Swap Funding Acct
Core-Mark International, Inc. Bank Of Montreal 127881013601 Depository/Disbursement
Core-Mark International, Inc. JP Morgan 323252028 Depository
Core-Mark International, Inc. JP Morgan 8806322317 Depository/Disbursement
Core-Mark International, Inc. JP Morgan 9102775419 Disbursement
Core-Mark International, Inc. JP Morgan 9102775740 Depository/Disbursement
Core-Mark International, Inc. JP Morgan Chase 601809668 Disbursement
Core-Mark International, Inc. JP Morgan Chase 9102775427 Disbursement
Core-Mark International, Inc. JP Morgan Chase 9102775435 Disbursement
Core-Mark International, Inc. JP Morgan Chase 9102775443 Disbursement
Core-Mark International, Inc. Scotia Bank 112390010715 Depository
Core-Mark International, Inc. Scotia Bank 714800000914 Depository
Core-Mark International, Inc. Scotia Bank 714800001414 Depository
Core-Mark International, Inc. Scotia Bank 4052700104313 Depository
Core-Mark International, Inc. Washington Trust Bank 1001823194 Depository
Core-Mark International, Inc. Wells Fargo 4091220731 Depository
Core-Mark International, Inc. Wells Fargo 4128523081 Depository
Core-Mark International, Inc. Wells Fargo 4159287788 Depository
Core-Mark International, Inc. Wells Fargo 4159555366 Depository
Core-Mark International, Inc. Wells Fargo 4159688902 Depository
Core-Mark International, Inc. Wells Fargo 4311848436 Depository
Core-Mark International, Inc. Wells Fargo 4311848584 Depository/Disbursement
Core-Mark International, Inc. Wells Fargo 4496851460 Depository
Core-Mark International, Inc. Wells Fargo 4518099999 Depository
Core-Mark International, Inc. Wells Fargo 4518100110 Depository
Core-Mark International, Inc. Wells Fargo 4518100177 Depository
Core-Mark International, Inc. Wells Fargo 4518100235 Depository
Core-Mark International, Inc. Wells Fargo 4518110564 Disbursement
Core-Mark International, Inc. Wells Fargo 4758355309 Depository
Core-Mark International, Inc. Wells Fargo 4759613938 Disbursement
Core-Mark International, Inc. Wells Fargo 4801900069 Depository
Core-Mark International, Inc. Wells Fargo 4801908815 Depository
Core-Mark International, Inc. Wells Fargo/Wachovia 540459849 Disbursement
Head Distributing Co. Bank of America 3752010688 Depository
Head Distributing Co. Suntrust 8801337430 Depository
Head Distributing Co. Union Planters Bank 3500594164 Depository
Plymouth (minter weisman) US Bank 160234449926 Depository
</Table>
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
APRIL 1, 2003 -
FLEMING COMPANIES, INC. & SUBSIDIARIES [2] APRIL 19, 2003
- ------------------------------------------ ---------------
NET SALES $ 625,811
COSTS AND EXPENSES: [3]
Cost of sales (564,033)
Selling and administrative (81,190)
Reorganization items, net (4,825)
Interest expense (2,844)
Interest income and other 1,136
Impairment/restructuring charges (11,083)
Litigation charges -
---------
TOTAL COSTS AND EXPENSES (662,838)
---------
Income/(Loss) before income taxes (37,027)
Taxes on income/(loss) -
---------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (37,027)
---------
DISCONTINUED OPERATIONS: [4]
Income/(Loss) before income taxes 1,411
Taxes on income/(loss) -
---------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 1,411
---------
---------
NET INCOME/(LOSS) $ (35,617)
---------
NOTES
- -----
[1] Results of each legal entity have been approximated to the 19 days from
April 1, 2003 through April 19, 2003. See additional detail explanation on
each Statement of Operations.
[2] Excludes Abco Markets, Inc., Abco Realty, Corp., ASI Office Automation,
Inc., C/M Products, Inc., Fleming Foods Management Co., L.L.C., Food 4 Less
Beverage Company, Inc., FuelServ, Inc., General Acceptance Corporation,
Marquise Ventures Company, Inc. and Retail Supermarkets, Inc. as these
entities had no activity during the period. Further, the related entities
Statement of Operations are excluded from the Monthly Operating Report. RFS
Marketing Services, Inc.'s Statement of Operations was included as RFS
Marketing Services, Inc.'s balance sheet was included in the Monthly
Operating Report.
[3] Certain expenses are recorded each period using estimates, then reviewed
and adjusted at the end of a quarter (i.e., self-insurance reserves,
allowance for bad debts, etc.).
[4] Discontinued Operations as of Period 4, 2003 include price-impact retail
stores, two product supply centers and a fuel delivery dispatch service.
Results of these businesses have been reclassified as Discontinued
Operations as required by SFAS 146.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 1, 2003 -
ABCO FOOD GROUP, INC. APRIL 19, 2003
- --------------------- ---------------
NET SALES $ -
COSTS AND EXPENSES:
Cost of sales -
Selling and administrative 3
Reorganization items, net -
Interest expense -
Interest income and other -
Impairment/restructuring charges -
Litigation charges -
---------
TOTAL COSTS AND EXPENSES 3
---------
Income/(Loss) before income taxes 3
Taxes on income/(loss) -
---------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 3
---------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss) -
---------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
---------
---------
NET INCOME/(LOSS) $ 3
---------
NOTES
- -----
[1] The period of results for this legal entity was for the 28 days ended April
19, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 1, 2003 -
CORE-MARK INTERNATIONAL, INC. APRIL 19, 2003
- ----------------------------- ---------------
NET SALES $ 151,624
COSTS AND EXPENSES:
Cost of sales (143,101)
Selling and administrative (7,609)
Reorganization items, net -
Interest expense -
Interest income and other 134
Impairment/restructuring charges -
Litigation charges -
---------
TOTAL COSTS AND EXPENSES (150,575)
---------
Income/(Loss) before income taxes 1,049
Taxes on income/(loss) -
---------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 1,049
---------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss) -
---------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
---------
---------
NET INCOME/(LOSS) $ 1,049
---------
NOTES
- -----
[1] The period of results for this legal entity was for the 31 days ended March
31, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations
for all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 1, 2003 -
CORE-MARK INTERRELATED COMPANIES, INC. APRIL 19, 2003
- -------------------------------------- ---------------
NET SALES $ 4,485
COSTS AND EXPENSES:
Cost of sales (4,227)
Selling and administrative (150)
Reorganization items, net -
Interest expense -
Interest income and other -
Impairment/restructuring charges -
Litigation charges -
--------------
TOTAL COSTS AND EXPENSES (4,377)
--------------
Income/(Loss) before income taxes 107
Taxes on income/(loss) -
--------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 107
--------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss -
--------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
--------------
--------------
NET INCOME/(LOSS) $ 107
--------------
NOTES
- -----
[1] The period of results for this legal entity was for the 31 days ended March
31, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 1, 2003 -
CORE-MARK MID-CONTINENT, INC. APRIL 19, 2003
- ----------------------------- ----------------
NET SALES $ 27,384
COSTS AND EXPENSES:
Cost of sales (25,675)
Selling and administrative (1,564)
Reorganization items, net -
Interest expense -
Interest income and other 3
Impairment/restructuring charges -
Litigation charges -
--------------
TOTAL COSTS AND EXPENSES (27,236)
--------------
Income/(Loss) before income taxes 148
Taxes on income/(loss) -
--------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 148
--------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss) -
--------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
--------------
--------------
NET INCOME/(LOSS) $ 148
--------------
NOTES
- -----
[1] The period of results for this legal entity was for the 31 days ended March
31, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 1, 2003 -
DUNICAN FUELS, INC. APRIL 19, 2003
- ------------------- ----------------
NET SALES $ (0)
COSTS AND EXPENSES:
Cost of sales 0
Selling and administrative - 0
Reorganization items, net -
Interest expense -
Interest income and other -
Impairment/restructuring charges -
Litigation charges -
--------------
TOTAL COSTS AND EXPENSES 0
--------------
Income/(Loss) before income taxes 0
Taxes on income/(loss) -
--------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 0
--------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes 16
Taxes on income/(loss) -
--------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 16
--------------
--------------
NET INCOME/(LOSS) $ 16
--------------
NOTES
- -----
[1] The period of results for this legal entity was for the 28 days ended April
19, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 1, 2003 -
FAVAR CONCEPTS, LTD APRIL 19, 2003
- ------------------- -----------------
NET SALES $ 2,147
COSTS AND EXPENSES:
Cost of sales (2,960)
Selling and administrative (802)
Reorganization items, net -
Interest expense -
Interest income and other -
Impairment/restructuring charges -
Litigation charges -
---------------
TOTAL COSTS AND EXPENSES (3,762)
---------------
Income/(Loss) before income taxes (1,615)
Taxes on income/(loss) -
---------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (1,615)
---------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss) -
---------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
---------------
---------------
NET INCOME/(LOSS) $ (1,615)
---------------
NOTES
- -----
[1] The period of results for this legal entity was for the 28 days ended April
19, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 1, 2003 -
FLEMING COMPANIES, INC. APRIL 19, 2003
- ----------------------- ----------------
NET SALES $ 372,988
COSTS AND EXPENSES:
Cost of sales (325,543)
Selling and administrative (65,498)
Reorganization items, net (4,825)
Interest expense (2,829)
Interest income and other 983
Impairment/restructuring charges (11,083)
Litigation charges -
---------------
TOTAL COSTS AND EXPENSES (408,795)
---------------
Income/(Loss) before income taxes (35,808)
Taxes on income/(loss) -
---------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (35,808)
---------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes (425)
Taxes on income/(loss) -
---------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (425)
---------------
---------------
NET INCOME/(LOSS) $ (36,232)
---------------
NOTES
- -----
[1] The period of results for this legal entity was for the 28 days ended April
19, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 1, 2003 -
FLEMING FOODS OF TEXAS, L.P. APRIL 19, 2003
- ---------------------------- ----------------
NET SALES $ 37,798
COSTS AND EXPENSES:
Cost of sales (35,242)
Selling and administrative (3,212)
Reorganization items, net -
Interest expense (14)
Interest income and other 16
Impairment/restructuring charges -
Litigation charges -
---------------
TOTAL COSTS AND EXPENSES (38,452)
---------------
Income/(Loss) before income taxes (655)
Taxes on income/(loss) -
---------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (655)
---------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss) -
---------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
---------------
---------------
NET INCOME/(LOSS) $ (655)
---------------
NOTES
- -----
[1] The period of results for this legal entity was for the 28 days ended April
19, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 1, 2003 -
FLEMING INTERNATIONAL, LTD APRIL 19, 2003
- -------------------------- ----------------
NET SALES $ 292
COSTS AND EXPENSES:
Cost of sales (279)
Selling and administrative (4)
Reorganization items, net -
Interest expense -
Interest income and other -
Impairment/restructuring charges -
Litigation charges -
---------------
TOTAL COSTS AND EXPENSES (283)
---------------
Income/(Loss) before income taxes 9
Taxes on income/(loss) -
---------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 9
---------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss) -
---------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
---------------
---------------
NET INCOME/(LOSS) $ 9
---------------
NOTES
- -----
[1] The period of results for this legal entity was for the 28 days ended April
19, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 1, 2003 -
FLEMING SUPERMARKETS OF FLORIDA, INC. APRIL 19, 2003
- ------------------------------------- ----------------
NET SALES $ -
COSTS AND EXPENSES:
Cost of sales -
Selling and administrative (34)
Reorganization items, net -
Interest expense -
Interest income and other -
Impairment/restructuring charges -
Litigation charges -
---------------
TOTAL COSTS AND EXPENSES (34)
---------------
Income/(Loss) before income taxes (34)
Taxes on income/(loss) -
---------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (34)
---------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss) -
---------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
---------------
---------------
NET INCOME/(LOSS) $ (34)
---------------
NOTES
- -----
[1] The period of results for this legal entity was for the 28 days ended April
19, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1][2]
(DOLLARS IN 000'S)
<Table>
<Caption>
APRIL 1, 2003 -
FLEMING TRANSPORTATION SERVICES, INC. APRIL 19, 2003
- ------------------------------------- ---------------
NET SALES $ 56
COSTS AND EXPENSES:
Cost of sales --
Selling and administrative (231)
Reorganization items, net --
Interest expense --
Interest income and other --
Impairment/restructuring charges --
Litigation charges --
-----------
TOTAL COSTS AND EXPENSES (231)
-----------
Income/(Loss) before income taxes (176)
Taxes on income/(loss) --
-----------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (176)
-----------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes --
Taxes on income/(loss) --
-----------
INCOME/(LOSS) FROM DISCONTINUING OPERATIONS --
-----------
NET INCOME/(LOSS) $ (176)
-----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 28 days ended April
19, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1][2]
(DOLLARS IN 000'S)
<Table>
<Caption>
APRIL 1, 2003 -
HEAD DISTRIBUTING COMPANY APRIL 19, 2003
- ------------------------- ---------------
NET SALES $ 9,703
COSTS AND EXPENSES:
Cost of sales (9,398)
Selling and administrative (702)
reorganization items, net --
Interest expense --
Interest income and other --
Impairment/restructuring charges --
Litigation charges --
----------
TOTAL COSTS AND EXPENSES (10,100)
----------
Income/(Loss) before income taxes (397)
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (397)
----------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes --
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS --
----------
NET INCOME/(LOSS) $ (397)
----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 31 days ended March
31, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1][2]
(DOLLARS IN 000'S)
<Table>
<Caption>
APRIL 1, 2003 -
MINTER-WEISMAN CO. APRIL 19, 2003
- ------------------ ---------------
NET SALES $ 19,055
COSTS AND EXPENSES:
Cost of sales (17,608)
Selling and administrative (1,242)
reorganization items, net --
Interest expense --
Interest income and other --
Impairment/restructuring charges --
Litigation charges --
----------
TOTAL COSTS AND EXPENSES (18,851)
----------
Income/(Loss) before income taxes 204
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 204
----------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes --
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS --
----------
NET INCOME/(LOSS) $ 204
----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 28 days ended April
19, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1][2]
(DOLLARS IN 000'S)
<Table>
<Caption>
APRIL 1, 2003 -
PIGGLY WIGGLY COMPANY APRIL 19, 2003
- --------------------- ---------------
NET SALES $ 245
COSTS AND EXPENSES:
Cost of sales --
Selling and administrative (121)
Reorganization items, net --
Interest expense --
Interest income and other --
Impairment/restructuring charges --
Litigation charges --
----------
TOTAL COSTS AND EXPENSES (121)
----------
Income/(Loss) before income taxes 124
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 124
----------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes --
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS --
----------
NET INCOME/(LOSS) $ 124
----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 28 days ended April
19, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED)[1][2]
DOLLARS IN 000'S
<Table>
<Caption>
APRIL 1, 2003 -
PROGRESSIVE REALTY, INC. APRIL 19, 2003
- ------------------------ ---------------
NET SALES $ 36
COSTS AND EXPENSES:
Cost of sales --
Selling and administrative (24)
Reorganization items, net --
Interest expense --
Interest income and other --
Impairment/restructuring charges --
Litigation charges --
----------
TOTAL COSTS AND EXPENSES (24)
----------
Income/(Loss) before income taxes 12
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 12
----------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes --
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS --
----------
NET INCOME/(LOSS) $ 12
----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 28 days ended
April 19, 2003; adjustments have been made to this Statement of Operations
to approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED)[1][2]
DOLLARS IN 000'S
<Table>
<Caption>
APRIL 1, 2003 -
RAINBOW FOODS GROUP, INC. APRIL 19, 2003
- ------------------------- ---------------
NET SALES $ (0)
COSTS AND EXPENSES:
Cost of sales 0
Selling and administrative 0
Reorganization items, net --
Interest expense 0
Interest income and other --
Impairment/restructuring charges --
Litigation charges --
----------
TOTAL COSTS AND EXPENSES (0)
----------
Income/(Loss) before income taxes 0
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 0
----------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes 1,144
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 1,144
----------
NET INCOME/(LOSS) $ 1,144
----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 28 days ended
April 19, 2003; adjustments have been made to this Statement of Operations
to approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED)[1][2]
DOLLARS IN 000'S
<Table>
<Caption>
APRIL 1, 2003 -
RETAIL INVESTMENTS, INC. APRIL 19, 2003
- ------------------------ ---------------
NET SALES $ --
COSTS AND EXPENSES:
Cost of sales --
Selling and administrative (0)
Reorganization items, net --
Interest expense --
Interest income and other --
Impairment/restructuring charges --
Litigation charges --
----------
TOTAL COSTS AND EXPENSES (0)
----------
Income/(Loss) before income taxes (0)
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (0)
----------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes --
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS --
----------
NET INCOME/(LOSS) $ (0)
----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 28 days ended
April 19, 2003; adjustments have been made to this Statement of Operations
to approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1][2]
(DOLLARS IN 000'S)
<Table>
<Caption>
APRIL 1, 2003 -
RFS MARKETING SERVICES, INC. APRIL 19, 2003
- ---------------------------- ---------------
NET SALES $ --
COSTS AND EXPENSES:
Cost of sales --
Selling and administrative --
Reorganization items, net --
Interest expense --
Interest income and other --
Impairment/restructuring charges --
Litigation charges --
----------
TOTAL COSTS AND EXPENSES --
----------
Income/(Loss) before income taxes --
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM CONTINUING OPERATIONS --
----------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes --
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS --
----------
NET INCOME/(LOSS) $ --
----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 28 days ended April
19, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
STATEMENT OF OPERATIONS (UNAUDITED) [1][2]
(DOLLARS IN 000'S)
<Table>
<Caption>
APRIL 1, 2003 -
RICHMAR FOODS, INC. APRIL 19, 2003
- ------------------- ---------------
NET SALES $ (0)
COSTS AND EXPENSES:
Cost of sales (0)
Selling and administrative 0
Reorganization items, net --
Interest expense (0)
Interest income and other --
Impairment/restructuring charges --
Litigation charges --
----------
TOTAL COSTS AND EXPENSES (0)
----------
Income/(Loss) before income taxes 0
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 0
----------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes 675
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 675
----------
NET INCOME/(LOSS) $ 675
----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 28 days ended April
19, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 19 days ended April 19, 2003.
[2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED)
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
FLEMING COMPANIES, INC. & SUBSIDIARIES [1] APRIL 19, 2003
- ------------------------------------------ --------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 60,603
Receivables, net[2] 723,167
Inventories 674,289
Assets held for sale[3] 269,088
Other current assets 79,092
-------------
TOTAL CURRENT ASSETS 1,806,238
-------------
Investments and notes receivable, net 65,726
Investment in direct financing leases 64,089
NET PROPERTY AND EQUIPMENT 460,730
-------------
OTHER ASSETS 227,521
-------------
TOTAL ASSETS $ 2,624,305
-------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable[2] 27,371
Liabilities held for sale 47,450
Other current liabilities 55,377
-------------
TOTAL CURRENT LIABILITIES 130,198
-------------
Long-term debt --
Long-term obligations under capital leases 224,704
Other liabilities 10,775
Liabilities subject to compromise[4] 3,037,769
Net intercompany due to (from)[5] (3,939)
SHAREHOLDERS' EQUITY:
Common stock, $2,50 par value per share 135,227
Capital in excess of par value 707,100
Reinvested earnings (deficit) (1,490,027)
Accumulated other comprehensive income:
Additional minimum pension liability 1,712
Cumulative foreign currency translation adjustment (129,215)
-------------
TOTAL SHAREHOLDERS' EQUITY $ (775,203)
-------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,624,305
-------------
</Table>
<Table>
LIABILITIES SUBJECT TO COMPROMISE [4]
Debt and notes payable [6][7] $ 1,856,036
Accounts payable [8][13] 731,215
Closed store resources [9] 40,853
Other liabilities [10][14] 157,012
Pension obligation [11][15] 213,504
Taxes payable [12][16] 39,149
-------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 3,037,769
</Table>
LIABILITIES SUBJECT TO COMPROMISE ASSUMPTIONS
GENERAL
[1] Excludes Abco Markets, Inc., Abco Realty, Corp., ASI Office Automation,
Inc., C/M Products Inc., Fleming Foods Management Co., L.L.C., Food 4
Less Beverage Company, Inc., FuelServ, Inc., General Acceptance
Corporation, Marquise Ventures Company, Inc. and Retail Supermarkets,
Inc. as these entities had no activity. Further, the related Balance
Sheets are excluded from the Monthly Operating Report.
[2] The accounts payable balance at April 19 includes vendor deductions for
PRADS, military, advertising and other vendor related deductions. Any
resulting net debit balance, for each legal entity, in accounts payable
has been reclassified to accounts receivable.
[3] Discontinued Operations as of Period 4, 2003 include price-impact
retail stores, two product supply centers and a fuel delivery dispatch
service. Assets of these Discontinued Operations have been reclassified
as Assets Held for Sale and liabilities as Liabilities Held for Sale as
required by SFAS 146.
[4] Liabilities Subject to Compromise is comprised of prepetition Long-term
Debt, Accounts payable, Closed store reserves, Other liabilities,
Pension obligation and Taxes payable. Certain of the balances have been
estimated. See additional detail explanations on each balance sheet.
[5] The Net Intercompany Due To (From) line on the entity level balance
sheets (except for Fleming Companies, Inc.) will also include that
entity's net equity.
[6] The senior notes, convertible senior subordinated notes, and senior
subordinated notes are guaranteed by substantially all of Fleming's
wholly-owned direct and indirect subsidiaries. The guarantees are joint
and several, full, complete and unconditional. Within the Monthly
Operating Report all related amounts are reflected on the Fleming
Companies, Inc. legal entity.
FLEMING ENTITIES (INCLUDING MINTER-WEISMAN)
[7] Debt and notes payable includes bonds, revolver and term Loan and
related accrued interest. The debt and notes payable (excluding accrued
interest) are period 4 balances. Accrued interest relates to all
prepetition debt included in Liabilities Subject to Compromise.
[8] Accounts payable includes trade payables, retailer incentives and
accrued expenses. Trade payables and accrued expenses less accrued
insurance were taken from the SOFA schedules (excludes Richmar Foods,
Inc., Dunigan Fuels, Inc., Favar Concepts, Ltd, Fleming Transportation
Service, Inc., Piggly Wiggly Company and RFS Marketing Services, Inc.)
Richmar Foods, Inc.'s balance represents a detailed review of the
accounts payable trial balance which was performed after the filing of
the SOFA schedules. Dunigan Fuels, Inc. is a period 4 balance. Favar
Concepts, Ltd., Fleming Transportation Service, Inc., Piggly Wiggly
Company and RFS Marketing Services, Inc. are period 3 balances plus
9/28ths of the net activity for period 4 (9 of the 28 days in period 4
were prepetition). Accrued insurance is a period 3 balance. Retailer
incentives is a period 3 balance plus 9/28ths of the net activity for
period 4.
[9] Close store reserves are period 4 balances.
[10] Other liabilities includes accrued compensation, other accrued
compensation, strategic plan reserves, other current liabilities,
deferred income, and other long-term liabilities. Other current
liabilities, other long-term liabilities and deferred income are period
3 balances plus 9/28ths of the net activity for period 4 (excludes
vacation pay which is the amount earned in excess of the $4,650 cap by
employees terminated in period 4). Accrued Compensation and strategic
plan reserves are period 4 balances. Other accrued compensation was
taken from the SOFA schedules.
[11] Pension obligation is a period 4 balance less an estimated amount of
$500,000 per period as postpetition.
[12] Taxes payable includes income taxes and taxes other than income. Income
tax liability is a period 4 balance. Taxes other than income is a
period 3 balance plus 9/28ths of the net activity for period 4.
CORE-MARK ENTITIES (EXCLUDING MINTER-WEISMAN)
[13] Accounts payable includes trade payables, retailer incentives and
accrued expenses. Accounts payable is a period 4 balance (excludes Head
Distributing Company which is per the SOFA schedule). Retailer
incentives and accrued expenses (including accrued insurance) are
period 4 balances.
[14] Other liabilities, which include accrued compensation, other current
liabilities and other long-term liabilities, are period 4 balances.
[15] Pension obligation is a period 4 balance less an estimated amount
provided by Core-Mark for postpetition.
[16] Taxes payable includes income taxes and taxes other than income. Income
tax liability and taxes other than income are period 4 balances.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
ABCO FOOD GROUP, INC. APRIL 19, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ --
Receivables, net --
Inventories --
Assets held for sale --
Other current assets 3
----------------
TOTAL CURRENT ASSETS 3
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT --
----------------
Other assets 2
----------------
TOTAL ASSETS $ 5
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 25
Liabilities held for sale --
Other current liabilities --
----------------
TOTAL CURRENT LIABILITIES 25
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 1,000
Net intercompany due to (from) (1,019)
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 5
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable --
Closed store reserves --
Other liabilities 1,000
Pension obligation --
Taxes payable --
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,000
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was April 19, 2003; therefore
all liabilities were reviewed with prepetition amounts reclassified as
Liabilities Subject to Compromise. Estimates were made on certain
accounts where the breakout was not determinable.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
CORE-MARK INTERNATIONAL, INC. MARCH 31, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 30,835
Receivables, net 120,651
Inventories 88,285
Assets held for sale --
Other current assets 16,970
----------------
TOTAL CURRENT ASSETS 256,741
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 23,470
----------------
Other assets 43,280
----------------
TOTAL ASSETS $ 323,491
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 0
Liabilities held for sale --
Other current liabilities 5,098
----------------
TOTAL CURRENT LIABILITIES 5,098
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities (0)
Liabilities subject to compromise 187,270
Net intercompany due to (from) 131,123
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 323,491
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 171,661
Closed store reserves --
Other liabilities 6,798
Pension obligation --
Taxes payable 8,811
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 187,270
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was March 31, 2003; therefore
all liabilities have been reclassified as Liabilities Subject to
Compromise except for specific postpetition liabilities, primarily
payroll related.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
CORE-MARK INTERRELATED COMPANIES, INC. MARCH 31, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2
Receivables, net 2,881
Inventories 8,291
Assets held for sale --
Other current assets 17
----------------
TOTAL CURRENT ASSETS 11,191
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 380
----------------
Other assets --
----------------
TOTAL ASSETS $ 11,571
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ (0)
Liabilities held for sale --
Other current liabilities 0
----------------
TOTAL CURRENT LIABILITIES 0
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 1,392
Net intercompany due to (from) 10,179
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 11,571
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 1,031
Closed store reserves --
Other liabilities 361
Pension obligation --
Taxes payable --
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,392
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was March 31, 2003; therefore
all liabilities have been reclassified as Liabilities Subject to
Compromise except for specific postpetition liabilities, primarily
payroll related.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
CORE-MARK MID-CONTINENT, INC. MARCH 31, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 0
Receivables, net 32,242
Inventories 19,271
Assets held for sale --
Other current assets 1,233
----------------
TOTAL CURRENT ASSETS 52,746
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 7,541
----------------
Other assets 2,156
----------------
TOTAL ASSETS $ 62,443
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 0
Liabilities held for sale --
Other current liabilities (0)
----------------
TOTAL CURRENT LIABILITIES 0
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 6,267
Net intercompany due to (from) 56,176
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 62,443
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 4,212
Closed store reserves --
Other liabilities 2,036
Pension obligation --
Taxes payable 19
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 6,267
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was March 31, 2003; therefore
all liabilities have been reclassified as Liabilities Subject to
Compromise except for specific postpetition liabilities, primarily
payroll related.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
DUNIGAN FUELS, INC. APRIL 19, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 0
Receivables, net 8,405
Inventories --
Assets held for sale 26
Other current assets 2
----------------
TOTAL CURRENT ASSETS 8,434
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 122
----------------
Other assets (0)
----------------
TOTAL ASSETS $ 8,555
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 0
Liabilities held for sale --
Other current liabilities --
----------------
TOTAL CURRENT LIABILITIES 0
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities 0
Liabilities subject to compromise 9,067
Net intercompany due to (from) (513)
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 8,555
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 8,895
Closed store reserves 172
Other liabilities --
Pension obligation --
Taxes payable --
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 9,067
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was April 19, 2003; therefore
all liabilities were reviewed with prepetition amounts reclassified as
Liabilities Subject to Compromise. Estimates were made on certain
accounts where the breakout was not determinable.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
FAVAR CONCEPTS, LTD APRIL 19, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 508
Receivables, net 317
Inventories 2,464
Assets held for sale --
Other current assets 7
----------------
TOTAL CURRENT ASSETS 3,296
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 9,880
----------------
Other assets 98
----------------
TOTAL ASSETS $ 13,273
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 154
Liabilities held for sale --
Other current liabilities 13
----------------
TOTAL CURRENT LIABILITIES 168
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 615
Net intercompany due to (from) 12,491
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 13,273
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 459
Closed store reserves --
Other liabilities 1
Pension obligation --
Taxes payable 155
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 615
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was April 19, 2003; therefore
all liabilities were reviewed with prepetition amounts reclassified as
Liabilities Subject to Compromise. Estimates were made on certain
accounts where the breakout was not determinable.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
FLEMING COMPANIES, INC. APRIL 19, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 9,749
Receivables, net 435,129
Inventories 497,854
Assets held for sale 36,270
Other current assets 51,156
----------------
TOTAL CURRENT ASSETS 1,030,160
----------------
Investments and notes receivable, net 57,040
Investment in direct financing leases 64,089
----------------
NET PROPERTY AND EQUIPMENT 393,250
----------------
Other assets 160,205
----------------
TOTAL ASSETS $ 1,704,744
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 0
Liabilities held for sale --
Other current liabilities 40,737
----------------
TOTAL CURRENT LIABILITIES 40,737
----------------
Long-term debt --
Long-term obligations under capital leases 177,178
Other liabilities 10,780
Liabilities subject to compromise 2,727,188
Net intercompany due to (from) (475,936)
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share 135,227
Capital in excess of par value 707,100
Reinvested earnings (deficit) (1,490,027)
Accumulated other comprehensive income:
Additional minimum pension liability 1,712
Cumulative foreign currency translation adjustment (129,215)
----------------
TOTAL SHAREHOLDERS' EQUITY $ (775,203)
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,704,744
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ 1,856,036
Accounts payable 453,748
Closed store reserves 40,681
Other liabilities 140,737
Pension obligation 211,884
Taxes payable 24,102
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 2,727,188
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was April 19, 2003; therefore
all liabilities were reviewed with prepetition amounts reclassified as
Liabilities Subject to Compromise. Estimates were made on certain
accounts where the breakout was not determinable.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
FLEMING FOODS OF TEXAS, L.P. APRIL 19, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ (0)
Receivables, net 64,481
Inventories 28,094
Assets held for sale 3,397
Other current assets 1,598
----------------
TOTAL CURRENT ASSETS 97,570
----------------
Investments and notes receivable, net 8,687
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 10,914
----------------
Other assets 13,529
----------------
TOTAL ASSETS $ 130,700
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ (0)
Liabilities held for sale --
Other current liabilities 660
----------------
TOTAL CURRENT LIABILITIES 660
----------------
Long-term debt --
Long-term obligations under capital leases 2,411
Other liabilities --
Liabilities subject to compromise 43,634
Net intercompany due to (from) 83,995
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 130,700
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 42,027
Closed store reserves --
Other liabilities 997
Pension obligation --
Taxes payable 610
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 43,634
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was April 19, 2003; therefore
all liabilities were reviewed with prepetition amounts reclassified as
Liabilities Subject to Compromise. Estimates were made on certain
accounts where the breakout was not determinable.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
FLEMING INTERNATIONAL. LTD APRIL 19, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ --
Receivables, net 614
Inventories --
Assets held for sale --
Other current assets 131
----------------
TOTAL CURRENT ASSETS 745
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT --
----------------
Other assets 51
----------------
TOTAL ASSETS $ 796
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ --
Liabilities held for sale --
Other current liabilities --
----------------
TOTAL CURRENT LIABILITIES --
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise --
Net intercompany due to (from) 796
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 796
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable --
Closed store reserves --
Other liabilities --
Pension obligation --
Taxes payable --
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ --
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was April 19, 2003; therefore
all liabilities were reviewed with prepetition amounts reclassified as
Liabilities Subject to Compromise. Estimates were made on certain
accounts where the breakout was not determinable.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
FLEMING SUPERMARKETS OF FLORIDA, INC. APRIL 19, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ --
Receivables, net 720
Inventories --
Assets held for sale --
Other current assets --
----------------
TOTAL CURRENT ASSETS 720
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT --
----------------
Other assets 175
----------------
TOTAL ASSETS $ 895
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ --
Liabilities held for sale --
Other current liabilities --
----------------
TOTAL CURRENT LIABILITIES --
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities 0
Liabilities subject to compromise 382
Net intercompany due to (from) 513
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 895
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable --
Closed store reserves --
Other liabilities 382
Pension obligation --
Taxes payable --
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 382
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was April 19, 2003; therefore
all liabilities were reviewed with prepetition amounts reclassified as
Liabilities Subject to Compromise. Estimates were made on certain
accounts where the breakout was not determinable.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
FLEMING TRANSPORTATION SERVICES, INC. APRIL 19, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ --
Receivables, net 441
Inventories --
Assets held for sale --
Other current assets 147
----------------
TOTAL CURRENT ASSETS 588
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 7,667
----------------
Other assets --
----------------
TOTAL ASSETS $ 8,255
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 27
Liabilities held for sale --
Other current liabilities 503
----------------
TOTAL CURRENT LIABILITIES 530
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 242
Net intercompany due to (from) 7,483
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 8,255
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 208
Closed store reserves --
Other liabilities 25
Pension obligation --
Taxes payable 9
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 242
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was April 19, 2003; therefore
all liabilities were reviewed with prepetition amounts reclassified as
Liabilities Subject to Compromise. Estimates were made on certain
accounts where the breakout was not determinable.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
HEAD DISTRIBUTING COMPANY MARCH 31, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 0
Receivables, net 22,468
Inventories 17,705
Assets held for sale --
Other current assets 932
----------------
TOTAL CURRENT ASSETS 41,106
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 3,878
----------------
Other assets 3,578
----------------
TOTAL ASSETS $ 48,561
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 5,791
Liabilities held for sale --
Other current liabilities 0
----------------
TOTAL CURRENT LIABILITIES 5,791
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 6,548
Net intercompany due to (from) 36,223
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 48,561
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 6,617
Closed store reserves --
Other liabilities (95)
Pension obligation --
Taxes payable 26
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 6,548
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was March 31, 2003; therefore
all liabilities were reclassified as Liabilities Subject to Compromise
except for specific postpetition liabilities, primarily payroll
related.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
MINTER-WEISMAN CO. APRIL 19, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,142
Receivables, net 17,411
Inventories 12,234
Assets held for sale --
Other current assets 1,752
----------------
TOTAL CURRENT ASSETS 34,629
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 2,523
----------------
Other assets 470
----------------
TOTAL ASSETS $ 37,622
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 8,420
Liabilities held for sale --
Other current liabilities 125
----------------
TOTAL CURRENT LIABILITIES 8,545
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 6,017
Net intercompany due to (from) 23,060
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 37,622
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 5,794
Closed store reserves --
Other liabilities 208
Pension obligation --
Taxes payable 15
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 6,017
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was April 19, 2003; therefore
all liabilities were reviewed with prepetition amounts reclassified as
Liabilities Subject to Compromise. Estimates were made on certain
accounts where the breakout was not determinable.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
PIGGLY WIGGLY COMPANY APRIL 19, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 0
Receivables, net 1,090
Inventories --
Assets held for sale --
Other current assets 106
----------------
TOTAL CURRENT ASSETS 1,203
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 1,103
----------------
Other assets (0)
----------------
TOTAL ASSETS $ 2,306
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 38
Liabilities held for sale --
Other current liabilities 13
----------------
TOTAL CURRENT LIABILITIES 51
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 858
Net intercompany due to (from) 1,397
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,306
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 599
Closed store reserves --
Other liabilities 259
Pension obligation --
Taxes payable --
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 858
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was April 19, 2003; therefore
all liabilities were reviewed with prepetition amounts reclassified as
Liabilities Subject to Compromise. Estimates were made on certain
accounts where the breakout was not determinable.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
PROGRESSIVE REALTY, INC. APRIL 19, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ --
Receivables, net --
Inventories --
Assets held for sale --
Other current assets --
----------------
TOTAL CURRENT ASSETS --
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT --
----------------
Other assets --
----------------
TOTAL ASSETS $ --
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 4
Liabilities held for sale --
Other current liabilities 0
----------------
TOTAL CURRENT LIABILITIES 4
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities (7)
Liabilities subject to compromise 1,526
Net intercompany due to (from) (1,523)
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ (0)
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable --
Closed store reserves --
Other liabilities 1,526
Pension obligation --
Taxes payable --
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,526
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was April 19, 2003; therefore
all liabilities were reviewed with prepetition amounts reclassified as
Liabilities Subject to Compromise. Estimates were made on certain
accounts where the breakout was not determinable.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
RAINBOW FOOD GROUP, INC. APRIL 19, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 11,112
Receivables, net 10,853
Inventories 0
Assets held for sale 139,592
Other current assets 3,715
----------------
TOTAL CURRENT ASSETS 165,272
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 0
----------------
Other assets 2,521
----------------
TOTAL ASSETS $ 167,794
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 12,418
Liabilities held for sale 36,212
Other current liabilities 4,007
----------------
TOTAL CURRENT LIABILITIES 52,637
----------------
Long-term debt --
Long-term obligations under capital leases 23,668
Other liabilities (0)
Liabilities subject to compromise 27,358
Net intercompany due to (from) 64,130
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 167,794
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 23,578
Closed store reserves --
Other liabilities 510
Pension obligation 1,570
Taxes payable 1,700
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 27,358
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was April 19, 2003; therefore
all liabilities were reviewed with prepetition amounts reclassified as
Liabilities Subject to Compromise. Estimates were made on certain
accounts where the breakout was not determinable.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
RETAIL INVESTMENTS, INC. APRIL 19, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2
Receivables, net --
Inventories --
Assets held for sale --
Other current assets 0
----------------
TOTAL CURRENT ASSETS 2
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT --
----------------
Other assets --
----------------
TOTAL ASSETS $ 2
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ --
Liabilities held for sale --
Other current liabilities 3
----------------
TOTAL CURRENT LIABILITIES 3
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise --
Net intercompany due to (from) (1)
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable --
Closed store reserves --
Other liabilities --
Pension obligation --
Taxes payable --
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ --
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was April 19, 2003; therefore
all liabilities were reviewed with prepetition amounts reclassified as
Liabilities Subject to Compromise. Estimates were made on certain
accounts where the breakout was not determinable.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
RFS MARKETING SERVICES, INC. APRIL 19, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 12
Receivables, net 23
Inventories --
Assets held for sale --
Other current assets 1
----------------
TOTAL CURRENT ASSETS 36
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT --
----------------
Other assets 33
----------------
TOTAL ASSETS $ 69
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ (0)
Liabilities held for sale --
Other current liabilities --
----------------
TOTAL CURRENT LIABILITIES (0)
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities (0)
Liabilities subject to compromise 53
Net intercompany due to (from) 16
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 69
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 30
Closed store reserves --
Other liabilities 23
Pension obligation --
Taxes payable --
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 53
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was April 19, 2003; therefore
all liabilities were reviewed with prepetition amounts reclassified as
Liabilities Subject to Compromise. Estimates were made on certain
accounts where the breakout was not determinable.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
RICHMAR FOODS, INC. APRIL 19, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 5,232
Receivables, net 5,441
Inventories 0
Assets held for sale 89,803
Other current assets 1,319
----------------
TOTAL CURRENT ASSETS 101,796
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 0
----------------
Other assets 1,423
----------------
TOTAL ASSETS $ 103,219
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 494
Liabilities held for sale 11,238
Other current liabilities 4,218
----------------
TOTAL CURRENT LIABILITIES 15,950
----------------
Long-term debt --
Long-term obligations under capital leases 21,446
Other liabilities (0)
Liabilities subject to compromise 18,352
Net intercompany due to (from) 47,472
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share --
Capital in excess of par value --
Reinvested earnings (deficit) --
Accumulated other comprehensive income:
Additional minimum pension liability --
Cumulative foreign currency translation adjustment --
----------------
TOTAL SHAREHOLDERS' EQUITY $ --
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 103,219
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 12,356
Closed store reserves --
Other liabilities 2,244
Pension obligation 50
Taxes payable 3,702
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 18,352
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] The period close for this legal entity was April 19, 2003; therefore
all liabilities were reviewed with prepetition amounts reclassified as
Liabilities Subject to Compromise. Estimates were made on certain
accounts where the breakout was not determinable.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
(DOLLARS IN 000'S)
STATUS OF POSTPETITION TAXES
The beginning tax liability should be the ending liability from the prior month
or, if this is the first report, the amount should be zero.
<Table>
<Caption>
BEGINNING AMOUNT ENDING
TAX WITHHELD AMOUNT TAX
FLEMING LIABILITY OR ACCRUED PAID LIABILITY
- ------- --------- ---------- -------- ---------
Federal
Payroll Taxes[1] $ -- $ (9,166) $ 9,013 $ (153)
Income -- -- -- --
--------- -------- -------- ---------
Total Federal Taxes $ -- $ (9,166) $ 9,013 $ (153)
--------- -------- -------- ---------
State and Local
Payroll Taxes[1] $ -- $ (1,129) $ 479 $ (650)
Sales[2] -- (1,539) 284 (1,255)
Excise[2] -- (40) 2 (37)
Real & Personal Property[3] -- (12,964) -- (12,964)
Cigarette & Tobacco[4] -- (1,979) 1,979 --
Franchise[2] -- (51) 31 (20)
--------- -------- -------- ---------
Total State and Local $ -- $(17,702) $ 2,775 $ (14,927)
--------- -------- -------- ---------
Total Taxes $ -- $(26,867) $ 11,788 $ (15,080)
--------- -------- -------- ---------
</Table>
<Table>
<Caption>
BEGINNING AMOUNT ENDING
TAX WITHHELD AMOUNT TAX
CORE-MARK[5] LIABILITY OR ACCRUED PAID LIABILITY
- ------------ --------- ---------- -------- ---------
Federal N/A N/A N/A N/A
Payroll Taxes[1] N/A N/A N/A N/A
Income N/A N/A N/A N/A
Other N/A N/A N/A N/A
--------- -------- -------- ---------
Total Federal Taxes N/A N/A N/A N/A
--------- -------- -------- ---------
State and Local N/A N/A N/A N/A
Payroll Taxes[1] N/A N/A N/A N/A
Sales N/A N/A N/A N/A
Excise N/A N/A N/A N/A
Real & Personal Property N/A N/A N/A N/A
Cigarette & Tobacco N/A N/A N/A N/A
Franchise N/A N/A N/A N/A
--------- -------- -------- ---------
Total State and Local N/A N/A N/A N/A
--------- -------- -------- ---------
Total Taxes N/A N/A N/A N/A
--------- -------- -------- ---------
</Table>
SUMMARY OF UNPAID POSTPETITION DEBTS
<Table>
<Caption>
FLEMING ACCOUNTS PAYABLE AGING (IN THOUSANDS) AMOUNT
- --------------------------------------------- --------
Current $ --
0 - 30 days[6] (27,371)
31 - 60 days --
61 - 90 days --
91+ days --
--------
Total Accounts Payable[7] $(27,371)
--------
</Table>
<Table>
<Caption>
CORE-MARK ACCOUNTS PAYABLE AGING (IN THOUSANDS)[8] AMOUNT
- -------------------------------------------------- --------
Current N/A
0 - 30[6] N/A
31 - 60 days N/A
61 - 90 days N/A
91+ days N/A
--------
Total Accounts Payable[7] N/A
--------
</Table>
EXPLAIN HOW AND WHEN THE DEBTOR INTENDS TO PAY ANY PAST-DUE POSTPETITION DEBTS.
Fleming Companies, Inc. and its related subsidiaries do not have material past
due postpetition debts. However, those debts that are past due will be paid
through the ordinary course of business. Further, Fleming Companies, Inc.
anticipates it will incur certain contract cure costs related to those contracts
assigned to C&S Wholesale Grocers, Inc. when the sale of Fleming Companies,
Inc.'s wholesale grocery operations closes.
NOTES
[1] Payroll taxes include all employer and employee payroll related items
withheld and accrued. Further, Fleming's payroll taxes, both federal and
state, include Core-Mark's seven Eastern Divisions.
[2] Sales, Excise and Franchise postpetition taxes were calculated by applying
19/28 to the period 4 net accrual increase/decrease. Finally, Sales,
Excise and Franchise data excludes Milwaukee PSC as data was not
available.
[3] Postpetition real and personal property taxes include 275/365 of 2003 (April
2003 - December 2003) taxes and 2004 real property taxes.
[4] Cigarette and tobacco tax data was not available on an accrual basis. As a
result, the total expense for the 4 period was allocated to postpetition by
applying 19/28 to the total period expense. The calculated expense was
recorded as the accrual and expense amount.
[5] Core-Mark's period 4 (3/31/03) taxes represent a prepetition tax liabilities
and therefore are excluded.
[6] Fleming is unable to provide an Accounts Payable Aging. Therefore, Fleming's
Accounts Payable is shown as 30 days old. Aging includes Head and
Minter-Weisman.
[7] Accounts Payable per the Balance Sheet includes trade accounts payable,
retailer incentives and other accrued expenses.
[8] Core-Mark's period 4 (3/31/03) accounts payable is prepetition and therefore
not scheduled.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03-4/19/03
(DOLLARS IN 000'S)
ACCOUNTS RECEIVABLE AGINGS
<Table>
<Caption>
FLEMING ACCOUNTS RECEIVABLE AGING[1][2] AMOUNT
- ---------------------------------------- ------------
Not Due $ 150,110
Current 163,343
1-7 days old 108,646
8-14 days old 26,042
15-21 days old 16,254
+ Over 21 days 159,816
Credits Over 21 days (25,547)
Total Accounts Receivable 598,662
Amount considered uncollectible (Bad Debt)[3] (49,328)
Accounts Receivable (Net)[4] $ 549,335
</Table>
<Table>
<Caption>
CORE-MARK ACCOUNTS RECEIVABLE AGING[1][2] AMOUNT
- ----------------------------------------- ------------
Current $ 129,632
1-30 days old 22,295
31-45 days old 806
40-60 days old (62)
61-90 days old 1,585
91-120 days old 552
+ Over 120 days 5,171
Total Accounts Receivable 159,980
Amount considered uncollectible (Bad Debt) (4,207)
Accounts Receivable (Net)[4] $ 155,773
</Table>
DEBTOR QUESTIONAIRE
<Table>
<Caption>
MUST BE COMPLETED SUCH MONTH 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.[6] X
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. X
3. Have all postpetition tax returns been timely filed? If no, provide an explanation below. X
4. Are workers compensation, general liability and other necessary insurance coverages in effect? X
If no, provide an explanation below.
</Table>
NOTES
[1] Fleming's Accounts Receivable Aging includes Core-Mark's 7 Eastern
divisions ("Fleming 7").
[2] An Accounts Receivable Aging was not available for all of Fleming's
entities, excluding wholesale. The wholesale accounts receivable was aged
above as it accounts for approximately 59.4% of the total accounts
receivable balance. The remaining accounts receivable balance (including any
adjustments) was allocated to each aging category based on the percentage of
Fleming's wholesale aging categories to total wholesale accounts receivable.
[3] Amount considered uncollectible (Bad Debt) is per the general ledger for all
entities as of April 19, 2003.
[4] Total Accounts Receivable (Net) will not agree to the balance sheet as the
balance sheet includes current notes receivables of approximately $18.1
million.
[5] Core-Mark's Accounts Receivable data is for Core-Mark's period 4 ended
March 31, 2003. Further, Core-Mark's Accounts Receivable Aging total
differed from the general ledger total due to timing differences and
adjustments. As a result, the remaining receivable balance was allocated to
each aging category based on the percentage of each aging category to total
accounts receivable.
[6] On April 3, 2003 Fleming Companies, Inc. sold a liquor license to Kroger
for approximately $1.4 million in net proceeds.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03-4/19/03
If additional information is required for the current or any future Monthly
Operating Reports, please send the request to Jerry Rebel at Fleming Companies
(1945 Lakepointe Dr.; Lewisville, TX 75057).
(ERNST & YOUNG LLP LETTERHEAD)
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/1/03 - 4/19/03
TAX AFFIDAVIT
By order of this Court dated May 6, 2003, Ernst & Young (E&Y) has been retained
to provide certain tax services to the Debtors (the "Tax Services"), E&Y
provided the Tax Services pursuant to the terms and conditions set forth in the
engagement letter attached hereto as Ex. A which was allowed under the May 6,
2003 Bankruptcy Court Order of E&Y retention. Pursuant to this retention order,
E&Y assists the Debtor with the following tax services on behalf of Fleming
Companies, Inc. and affiliates (the "Debtor"):
o Prepare certain federal income, state income, state franchise, gross
receipts and net worth tax returns and provide them to management of
the Debtor for signature;
o Prepare certain sales, excise, and use tax returns for U.S., state and
local governments and provide them to management of the Debtor for
filing;
o Provide certain property tax returns prepared by third party
consultants to management of the Debtor for filing;
o Prepare certain property tax returns and provide them to management of
the Debtor for filing; and
o Update a tax filing calendar for certain income, franchise, sales and
use, cigarette, tobacco, and other miscellaneous taxes, and business
license filings and provide it to Debtor's management for review and
approval.
The Debtor's management is responsible for establishing and maintaining its tax
system and procedures.
To the best of my knowledge, E&Y has completed these activities related to the
tax returns covered by the engagement letter which are required to be prepared
or filed by the Fleming Companies, Inc. and its affiliates during the reporting
period referenced above.
August 11, 2003 /s/ Lisa P. Shield
- --------------- -----------------------
Date Lisa P. Shield, Partner
April 8, 2003
Mr. Mark Shapiro
Chief Financial Officer
Fleming Companies, Inc.
1945 Lakepointe Dr.
Lewisville, Texas 75057
Tax Operate Engagement Letter
Dear Mr. Shapiro:
This letter will confirm the engagement of Ernst & Young LLP ("E&Y") to provide
Tax Outsourcing and Operations Services ("Services") described below to Fleming
Companies, Inc. and affiliates ("the Company") subsequent to its filing a
Chapter 11 petition in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court").
This Agreement sets out the scope and timing of those Services and the fee
arrangements for our work. These services will commence upon approval by the
Bankruptcy Court and remain in effect until the earlier of April 1, 2008 or
such time as the Company emerges from Chapter 11.
We have agreed to provide such Services, contingent upon the Bankruptcy Court's
approving our retention, in accordance with the terms and conditions which are
set forth in the Agreement.
SCOPE OF SERVICES
We will provide to the Company the Services described in Attachment 1 ("the
Services"), which may be modified from time to time by our mutual written
consent, subject to the terms of this Agreement, the attached Supplemental
Terms and Conditions, and approval of the Bankruptcy Court.
The Company's management is responsible for establishing and maintaining its
tax system and procedures and directing the tax function. It will: (1)
designate the appropriate individual to be responsible for the tax function;
(2) determine the scope and frequency of all Services to be performed; (3)
provide us with accurate, timely information and appropriate resources to
enable us to perform Services; (4) maintain books and records as required by
law and as is necessary to support any positions taken on any tax return
included within the scope of this engagement in the event of any taxing
authority examination; and (5) evaluate the adequacy of the tax procedures
performed.
The Management Liaison will assist in recommending tax services to be provided
by E&Y to the Company. The Management Liaison is responsible for decisions
regarding tax services to be performed.
Mr. Mark Shapiro Page 2
Fleming Companies, Inc. April 8, 2003
Our advice and services are only applicable to the specific facts presented to
us. This agreement expressly authorizes the Company to disclose every aspect of
our advice and Services with any and all persons, without limitation. However,
because our advice is solely for the benefit of the Company and is not to be
relied upon by any other persons, as part of any such disclosure the Company
must inform all such persons that they may not rely upon our advice without our
written consent.
The Company consents to the disclosure of its tax return information to E&Y,
its partners, and employees, for the purpose of rendering tax and accounting
services to clients. We will not disclose or otherwise use this information for
any purpose other than that described in this letter or as allowed under the
laws of the applicable jurisdictions.
Information regarding federal tax advice provided to you, communications
between us, and material we create in the course of providing that advice, may
be privileged and protected from disclosure to Internal Revenue Service (IRS).
If IRS seeks disclosure from you or us of written or oral communications
relating to the advice, we will discuss with you whether and how you assert, or
waive, the privilege.
DISCLOSURE OF REPORTABLE TRANSACTIONS
Treasury regulations require corporations and other entities to file disclosure
statements relating to certain tax strategies/transactions that the IRS has
identified as Listed Transactions, any transaction that is substantially
similar to a Listed Transaction, and Other Reportable Transactions. The
disclosure statements must be filed with the proper tax return and also sent
separately to the IRS. Failure to properly disclose any of these
transactions/strategies in which the Company directly or indirectly
participated may result in the imposition of penalties. During the process of
gathering data to prepare the Company's federal tax returns, we require Company
personnel to complete a questionnaire regarding Listed Transactions and Other
Reportable Transactions. If their is a particular person in the Company, other
than you, who should be responding to these questions, please immediately
provide that person's name, position and telephone number to Lisa P. Shield at
E&Y. E&Y will not be liable for any penalties resulting from the Company's
failure to accurately and timely respond to these questions or to timely file
the required disclosure statements.
USE OF E&Y SOFTWARE
During the engagement, the Company employees authorized by both E&Y and the
Company will have access to E&Y's software know as TaxSite, eyC@Pture
TaxDriveR, and/or QuickPlace (collectively know as "the Software"), for the
purposes of assisting the Company through E&Y's completion of the Services. We
will not install the Software on the Company's computers. The Company will not,
nor permit others, to copy, duplicate, or modify the Software. The Company will
not decompile, reverse engineer, or in any way derive any source code from or
create any derivative work of the Software. The Company acknowledges that its
use of the Software is not a substitute for any documentation or system of
records created or
Mr. Mark Shapiro Page 3
Fleming Companies, Inc. April 8, 2003
maintained pursuant to law, including but not limited to Internal Revenue Code
Section 6001. The Company is responsible for maintaining separate copies of any
documentation it inputs into the Software. Software is provided "AS IS" without
warranty and E&Y shall not provide any support or maintenance for the Software
unless otherwise mutually agreed.
The Company's use of QuickPlace shall be subject to and governed by the terms
and conditions of a user agreement under the terms and conditions of which are
required to be agreed to by an authorized representative of the Company prior
to the Company's access to QuickPlace.
FEES
E&Y will bill the Services outlined in this Agreement based on standard hourly
rates for provision of this category of service, which are revised annually
effective July 1. Presently, these rates range as follows by level of tax
professional:
Partners and Principals $425 to $750
Senior Managers $370 to $540
Managers $250 to $490
Senior Staff $180 to $375
Staff $130 to $240
We will request payment of our fees in accordance with local bankruptcy rules
for the District of Delaware and any relevant administrative orders. In
addition, we will request reimbursement of our actual expenses related to this
Agreement, as well as fees for any time (including reasonable expenses of legal
counsel) we may incur in considering or responding to discovery requests or
participating as a witness or otherwise in any legal, regulatory or other
proceeding as a result of our performance of these Services.
STAFFING FOR PROVISION OF TAX COMPLIANCE SERVICES
Lisa P. Shield will be the engagement tax partner responsible for the provision
of our tax services. David Coley, Senior Manager, and Dave Sigler, Senior
Manager will work closely with Lisa Shield and management in providing tax
services. If any of these individuals ceases to provide tax services to the
Company pursuant to this Agreement, Ernst & Young will so advise the Company
and, if that professional is replaced, provide the Company with the name of that
professional's replacement.
Our tax services team includes the following tax professionals as of the date
of this petition. Other professionals may be needed to assist with our
provision of services to the Company on an ongoing basis.
<Table>
Layne Wrobleski Janatha McCullough
Jennifer Adair John Dixson
Nancy Flagg Daniel Roche
</Table>
Mr. Mark Shapiro Page 4
Fleming Companies, Inc. April 8, 2003
<Table>
Eliot Fielding Michael Sanders
Davila Niessen Timothy Murray
Hilary Mink Keith Anderson
Patsy Bustamente Katie Duren
Austin Lee Lindsey Lakey
Deborah Banheisal Donna Ellington
Joyce Bauchner Mohua Bardan
Tresa Simbye Kathy Everidge
Raymond Smith Steve Graham
Susan Hudson Cindy Vintrella
Esparanza English Pamela Young
Carolyn S. Coen Cletith Simmons
</Table>
In addition to members of our tax services team, others involved in serving
you, such as senior members of the internal audit team, may participate in our
provision of tax advice so that, among other things, they can provide relevant
input into the process and the effects of financial statement treatment on the
tax advice we provide may be considered on a timely bases. Other staff, not
identified herein, may be utilized as required to conduct our work in the most
efficient manner possible.
OTHER MATTERS
We will perform the services outlined in this letter for the Term of the
Agreement until either party terminates this agreement upon 120 days written
notice or the Company emerges from Chapter 11, whichever event occurs first.
E&Y is not responsible for any damages or losses the Company may incur because
it failed to meet any deadline on a timely basis as a result of its termination
of this Agreement.
In the event we are requested or authorized by the Company or are required by
government regulation, subpoena, or other legal process to produce our documents
or personnel as witnesses regarding our Services for Company, you will
reimburse us for our professional time and expenses, as well as our counsel's
fees and expenses, incurred in responding to such requests.
The Company will provide E&Y with reasonable accommodations for facilities
(e.g., individual work space, other work-related facilities and
telecommunications), and with access to electronic records needed to provide
Services.
If any part of this Agreement is held to be void, invalid, or otherwise
unenforceable, the remaining Agreement provisions are not affected. Without
prior written consent of the other party, neither party may assign any rights
or obligations herein, in whole or in part. The subject matter contained herein
constitutes the entire agreement between the parties, superseding all
agreements and understandings made before the date of this Agreement.
Mr. Mark Shapiro Page 5
Fleming Companies, Inc. April 8, 2003
Any controversy or claim with respect to, in connection with arising out of, or
in any way related to this Agreement or the Services provided hereunder
(including any such matter involving any parent, subsidiary, affiliate,
successor in interest or agent of the Company or of E&Y) shall be brought in the
Bankruptcy Court or the District Court if such District Court withdraws the
reference and the parties to this Agreement, and any and all successors and
assigns thereof, consent to the jurisdiction and venue of such court as the sole
exclusive forum (unless such court does not have jurisdiction and venue of such
claims or controversies) for the resolution of such claims, caused of action or
lawsuits. The parties to this Agreement, and any and all successors and assigns
thereof, hereby waive trial by jury, such waiver being informed and freely made.
If the Bankruptcy Court or the District Court upon withdrawal of the reference
does not have or retain jurisdiction over the foregoing claims or controversies,
the parties to this Agreement and any and all successors and assigns thereof,
agree to submit first to nonbonding mediation; and, if mediation is not
successful, then to binding arbitration, in accordance with the dispute
resolution procedures set forth in Attachment 2 of the Agreement. Judgment on
any arbitration award may be entered in any court having proper jurisdiction.
The foregoing is binding upon the Company, E&Y and any and all successors and
assigns thereof.
IRS released regulations increasing the disclosures that taxpayers and tax
advisors may have to make and records they may have to retain in connection with
transactions that have federal income tax reduction as a significant purpose. At
your request, we will discuss these disclosure and record retention requirements
and their possible application to transactions arising out of this engagement.
Our fee for such services may be contained in a modification to this Agreement
or a separate engagement letter if significant work is to be performed. The
benefits of this Agreement shall inure to the respective successors and assigns
of the parties hereto and the obligations and liabilities assumed in this
Agreement by the parties hereto shall be binding upon their respective
successors and assigns.
We understand that the Company or E&Y may provide notice to terminate our
engagement at any time. The alternative dispute resolution provision contained
in Attachment 2 to the Agreement will remain operative and in full force and
effect regardless of any termination or expiration of this Agreement and shall
survive completion of the Company's bankruptcy proceedings whether through a
confirmed plan of reorganization, liquidation of the Company's assets under
Chapter 11 or 7 of Title 11 of the United States Code, or otherwise.
As set forth herein, the Company has requested that E&Y provided tax operations
services, the scope of which is set forth in the Agreement. The Company
recognizes and acknowledges that by performing the services set forth in the
Agreement, E&Y is not acting in any Company management capacity and that the
Company has not asked E&Y to make, nor has E&Y agreed to make, any business
decisions on behalf of the Company. All decisions about the business or
operations of the Company remain the sole responsibility of the Company's
management and it board of directors.
By agreement to the provision of the services set forth in the Agreement, E&Y is
not providing a guarantee to the Company that E&Y's performance of those
services to the terms and conditions set forth in the Agreement will guarantee
the Company's successful reorganization
Mr. Mark Shapiro Page 6
Fleming Companies, Inc. April 8, 2003
under Chapter 11 of Title 11 of the United States Code, Except as expressly
provided herein, this engagement letter does not modify the terms or provisions
of any engagement letter for other professional services, which were agreed to
prior to the date noted below.
We appreciate the opportunity to be of continued service. If you have any
questions regarding this letter, please contact Lisa P. Shield at (817)
348-6056. Please indicate your acceptance of the above arrangements by signing
and returning the enclosed copy of this letter.
Very truly yours,
/s/ Ernst & Young Llp
FLEMING COMPANIES, INC.
By: /s/ Mark Shapiro 4/11/03
------------------------------------------------
Mark Shapiro, Chief Financial Officer Date
Mr. Mark Shapiro Page 7
Fleming Companies, Inc. April 8, 2003
TAX OPERATIONS SERVICES ENGAGEMENT AGREEMENT
SUPPLEMENTAL TERMS AND CONDITIONS
A. Proprietary and Related Rights
1. Company Property. All information the Company supplies to E&Y in
connection with the Services being provided will remain the property of the
Company or its licensors. All tax returns, reports and other documents prepared
for the Company using this information will be the Company's property and the
Company will be solely responsible for the retention of such documents.
2. E&Y Property. During the term of this engagement, we may use certain
methodologies, programs, or procedures ("Technical Elements") developed or used
by us or our licensors, including enhancements or improvements developed during
the performance of Services. Our use of these Technical Elements during the
engagement does not grant the Company a license or property interest in them. We
will retain: (1) the right to use our knowledge, experience and know-how,
including Technical Elements developed while performing the Services, in
providing services to other clients; (2) ownership of all working papers we
prepare for purposes of documenting, in accordance with professional
requirements, our performance of the Services; and (3) copies of tax returns,
reports and other documents prepared by us, for our own purposes and use.
B. Confidential Information
1. Confidentiality. Unless specified in this Agreement, when E&Y receives
Confidential Information, as defined below, from the Company in connection with
the Services, it will not disclose the Confidential Information outside of E&Y.
"Confidential Information" is information that is not generally known to the
public; that would reasonably be considered confidential or proprietary; and
that the Company specifically designates as "confidential." Confidential
Information does not include information that: (i) at the time of its
disclosure, is or thereafter becomes, part of the public domain through a source
other than E&Y; (ii) was known to E&Y prior to the time of its disclosure; (iii)
is independently developed by E&Y without reference to any Confidential
Information; or (iv) is subsequently learned from a third party not known by E&Y
to be subject to an obligation of confidentiality with respect to the
information disclosed.
2. Exceptions. Nothing in this Agreement will limit our ability to disclose
such Confidential Information, and we will have no liability for such
disclosure, as long as the disclosure is: (i) required pursuant to law,
regulation, professional responsibility, government authority, duly authorized
summons, subpoena or court order and we provide notice to the Company prior to
the disclosure; (ii) required by a court or other tribunal in connection with
the enforcement of our rights under this Agreement; or (iii) approved for
disclosure by the prior written consent of the Company.
Mr. Mark Shapiro Page 8
Fleming Companies, Inc. April 8, 2003
3. Survival of Restrictions. The terms of this Section B will survive
this Agreement's termination, continuing in full force and effect for two years
from the date of such termination, or longer if otherwise required by law or
regulation.
C. Relationship of Parties
1. Independent Contractor. Nothing in this Agreement will be construed
to imply a joint venture, partnership or agency relationship between the parties
for any purpose. Each party is an independent contractor in connection with this
Agreement and as such neither will have any authority to bind or commit the
other.
2. Concerning Employees. Personnel supplied by either party are
employees (or partners, in the case of E&Y partners) of that party and will not
be considered employees or agents of the other party. Unless provided elsewhere
in this Agreement, each party is solely responsible for the supervision, daily
direction and control of its employees, and the payment of salaries, including
all payroll related withholdings and remits. If the parties agree that E&Y will
hire certain of the Company's employees, hiring will occur on terms and
conditions mutually agreeable to the parties.
D. Miscellaneous
If any part of this Agreement is held to be void, invalid, or otherwise
unenforceable, the remaining Agreement provisions remain in effect. Neither
party may assign this Agreement or any rights or obligations under it, in whole
or in part, without the other party's prior written consent. Except to the
extent that portions of prior Agreements are incorporated into this Agreement by
reference, this Agreement constitutes the entire agreement between the parties
regarding its subject matter, superseding all agreements and understandings
between the Company and E&Y with respect thereto made prior to the date of this
Agreement.
Any controversy or claim with respect to, in connection with arising out of, or
in any say related to this Agreement or the Services provided hereunder
(including any such matter involving any parent, subsidiary, affiliate,
successor in interest or agent of the Company or E&Y) shall be brought in the
Bankruptcy Court or the District Court if such District Court withdraws the
reference and the parties to this Agreement, and any all successors and assigns
thereof, consent to the jurisdiction and venue of such court as the sole
exclusive forum (unless such court does not have jurisdiction and venue of such
claims or controversies) for the resolution of such claims, caused of action or
lawsuits. The parties to this Agreement, and any and all successors and assigns
thereof, hereby waive trial by jury, such waiver being informed and freely made.
If the Bankruptcy Court or the District Court upon withdrawal of the reference
does not have or retain jurisdiction over the foregoing claims or controversies,
the parties to this Agreement and any and all successors and assigns thereof,
agree to submit first to nonbonding mediation; and, if mediation is not
successful, then to binding arbitration, in accordance with the dispute
resolution procedures set forth in Attachment 2 to the Agreement. Judgment on
any arbitration award may be entered in any court having proper jurisdiction.
The foregoing is binding upon the Company, E&Y and any and all successors and
assigns thereof.
Mr. Mark Shapiro Page 9
Fleming Companies, Inc. April 8, 2003
Attachment 1
SCOPE OF SERVICES
E&Y and the Management Liaison will agree to a tax services to be performed in
the course of this engagement. E&Y will perform the tasks in order to manage the
tax function on behalf of the Company. The Company's Management Liaison will
authorize the tax programs and procedures E&Y recommends. Except where otherwise
noted, E&Y will be responsible for services, reports and deadlines falling
within the term of the Agreement.
Pursuant to the E&Y engagement letter, E&Y will provide such tax services as
E&Y and the Company shall deem appropriate and feasible in order to perform tax
services in the Agreement and to advise the Company in the course of the Chapter
11, including but not limited to the following services;
FEDERAL AND STATE INCOME TAX COMPLIANCE, CONSULTING AND ADMINISTRATION
o Prepare Federal and all state income and franchise, gross receipts and
net worth tax returns on behalf of Fleming (including Core-Mark at
6/18/02 forward) and maintain tax files and documentation consistent
with E&Y standards for Calendar Year 2002 through 2004 returns.
o Preparations of certain adjustments and book/tax differences related
to Forms 1120 and state tax returns for Core-Mark and its subsidiaries
for the 6-17-02 short period tax returns.
o Prepare Canada Income Tax Form T2 and provincial income and capital
tax returns and maintain tax files and documentation consistent with
E&Y standards for Canadian branch tax for calendar year 2002 through
2004 returns.
o Prepare a quarterly and annual tax calendar for the upcoming quarter
and year, including (i) estimated cash payments for tax liabilities
anticipated, and (ii) other tax matters which should be addressed.
o Prepare check requests, check deposits, certified mailing and
electronic filing of tax payments.
o Coordinate and respond to Federal and state audits and notices
including Canada and provincial audits and notices.
o Prepare FAS 109 quarterly and annual analysis, including preliminary
footnote draft for review and approval by Fleming.
o Prepare quarterly federal and state estimated income tax payments,
including franchise, gross receipts and all other required payments,
extension computations and payments, and monthly estimated tax
payments for Canadian returns, beginning with September 15, 2002
estimated payments for Fleming and December 15, 2002 for Core-Mark.
o Prepare and provide to Fleming treasury department quarterly a
schedule of estimated cash requirement for Federal income taxes.
o Prepare FSC return based upon the limited methodology used by Fleming
for the 2001 FSC return.
Mr. Mark Shapiro Page 10
Fleming Companies, Inc. April 8, 2003
o Prepare annual reports.
o Provide information when requested for acquisitions and divestitures
consistent with historical tax team level of effort.
o Tax package design, preparation, distribution and review.
o Represent Fleming in Federal audits and state audits annually and review
Form 5701 consistent with historical tax team level of effort.
o Prepare Federal and Canadian amended returns, resulting from RAR's
consistent with E&Y's cost-benefit analysis, or submit, as appropriate to
state taxing authorities.
o Reconciliations of prepaids, liability, deferreds, clearings, interest
expense/income accounts and payroll tax penalty assistance and
reconciliation of transcripts consistent with historical tax team level of
effort.
o Information gathering for special projects.
o Obtain airplane log and prepare W-2 information reporting.
o Tax depreciation computations and reconciliations, including gain loss
computations and running all reports for federal and states. Includes
documentation of existing review process in place with Core-Mark fixed
assets, and agreement as to scope of activities related to fixed assets
for tax.
o Balance sheet reviews for new accounts and tax basis balance sheets.
o Preparation of LIFO computations for Fleming and Core-Mark unless
prepared by outside third party providers retained separately by
Bankruptcy Court.
o Coordination with ERP System Implementation (F1) group to answer limited
questions regarding taxability of excise/sales tax items.
o Communication of divisional credits for WOTC.
o Stuff envelopes for tax return payments.
o Limited research on transfer stamps, floor stocks tax returns, etc.
Includes preparation of draft of financial statements for 15th period
journal entries for tax entities such as Retail Investment, Rainbow Food
Group, ABCO Food Group and Bakers Food Group for the review and approval
of Fleming accounting staff and Controller/CFO. Also includes allocation
of expenses for corporate charges and interest between Canada and the U.S.
o Preparation of Unclaimed Property tax returns for Fleming and Core-Mark
other than those prepared by outside third party providers.
o IRS Account Analysis and Recovery & Interest Netting, including review of
IRS Account transcripts, including preparation of Form 2848, preparation
of interest computations, and filing of refund claims.
o Preparation and review of any required 9100 relief filings or Forms 3115
related to changes in accounting methods, and Forms 1128 related to
changes in accounting periods.
o Preparation and review of all federal and state amended returns,
including Forms 1139 and Forms 1120X and the state equivalents.
o Analysis of all transaction related costs incurred by Fleming and
Core-Mark for deductibility versus capitalization for income tax purposes.
o Research and consultations regarding corporate restructuring and related
tax implications for federal and state issues.
Mr. Mark Shapiro Page 11
Fleming Companies, Inc. April 8, 2003
o Research and consultations related to employment tax matters.
Payroll tax compliance tax return filings and remittances are
specifically excluded from the scope of this engagement.
o Review of the Company's existing supplemental unemployment
benefit ("SUB") plan to ensure the Company continues to
receive the appropriate employment tax benefits available
under the plan, including assistance with general employment
tax questions arising in the normal course of doing business
not related to specific transactions, and also including
federal employment tax reporting and withholding questions,
federal and state income tax withholding penalty notices and
resolution, federal and state employment tax audit assistance,
state unemployment tax planning associated with acquisition or
expansion into new taxing jurisdictions, and executive
compensation consultation.
o Computation and analysis of earnings and profits of the
Company for tax purposes under Section 316 of the Internal
Revenue Code.
o Preparation and review of computations for Quick Refund Claim
Form 4466 relating to ratable allocation election under
Treasury Regulation Section 1.1502-76(b), state tax research
related to the election, documentation of tax treatment of
extraordinary items of income and expense.
PROPERTY TAX SERVICES
o Oversight of third-party service providers including
communications, correspondence, arrangement for data supply
and approval of fees, receipt of tax bills and other data.
Prepare returns and renditions based on fixed asset and other
accounting information provided by Fleming.
o Review estimates or analyses of property taxes for accrual
and/or tax prorations quarterly.
o Research of new or unknown properties and tax parcels,
including bills that show up new.
o Maintain files for all properties as appropriate.
o Validate tax bills and coordinate with the Accounts Payable
Department for payment of all real and personal property tax
bills. This may entail an electronic transfer of payment
information from E&Y to the Fleming Core-Mark Accounts Payable
department for approval and processing.
o Estimation of year-end accrual information by property
annually.
o Preparation of annual property tax budget data and information
by property.
o Research new properties and set up for processing and payment.
o Quarterly reconciliation of accounts and review of any
third-party prepared renditions.
SALES & USE TAX SERVICES
o Update and maintain sales and use, cigarette, tobacco, egg,
and other miscellaneous taxes, and business license, filing
calendars.
o Prepare sales and use tax returns for all U.S., state and
local governments, and maintain adequate audit trail and
supporting documentation.
o Prepare other cigarette, tobacco, and other sundry tax
filings.
Mr. Mark Shapiro Page 12
Fleming Companies, Inc. April 8, 2003
o Prepare responses to audit notices and provide audit
assistance for all sales & use tax filing responsibilities,
including cigarette, tobacco, egg, miscellaneous, business
licences, etc.
o Assist with tax issues related to transfer of inventory and
licensing issues in consolidation of distribution centers.
o Assist with miscellaneous matters related to responding to
overdue notices from state tax jurisdictions, including
preparation of necessary correspondence, penalty/interest
abatement requests, and responses to liens assessed against
the Company related to Chapter 11 filing.
o Recommend journal entries, intercompany postings and prepare
account reconcilations for sales and use tax, and other sundry
tax payable accounts and other general ledger accounts as
required.
o Provide Fleming an electronic check request of payment
information related to sales/use and other sundry tax returns.
o Respond to notices associated with any tax returns prepared by
E&Y or the former Fleming tax department.
o Notify a designated Fleming representative of applicable
changes related to sales and use, cigarette, tobacco, and
other tax rates for maintenance of tax rate tables in the
Fleming system as identified by management.
o Perform limited research on the taxability of new inventory
and non-inventory items or services offered by Fleming,
consistent with current tax function.
o Respond to other sales, use and other sundry tax questions
from Fleming personnel.
o Prepare special tax related reports and schedules as requested
by Fleming management.
o Coordinate with accounting operations to resolve issues on
stamps, purchases, inventory accounts, and return variances.
o Preparation and review of sales tax refund claims for all
sales, use and miscellaneous tax refunds due to the company.
o Research and consultations related to Work Opportunity Tax
Credits, California Enterprise Zone Hiring Credits, Statutory
Credits, Training Grants, and other Incentive Tax matters.
o Review of transaction tax process, transaction tax systems and
accuracy of taxability tables. Includes preparation and
implementation of rate analysis tool to convert and compare
cigarette stamp tax and tobacco excise tax rates in FOODS
system to the actual rates in order to electronically update
the customer master or cigarette/tobacco tax file. Includes
preparation of batch files for Company IT department to update
rates in FOODS system.
BANKRUPTCY TAX SERVICES
o Working with Company personnel to develop an understanding of
the business objectives related to the Company's potential
reorganization and/or restructuring alternatives that the
Company is evaluating with existing creditors that may result
in a change of the equity, capitalization and/or ownership of
the shares of the Company or its assets.
o Assist and advise the Company in potential tax related
bankruptcy restructuring objectives, implications and
post-petion bankruptcy tax matters.
Mr. Mark Shapiro Page 13
Fleming Companies, Inc. April 8, 2003
o Provide tax consulting regarding availability, limitations, preservation
and maximization of tax attributes, such as net operating losses,
alternative minimum tax credits and work opportunity tax credits,
minimization of tax costs in connection with stock or asset sales, if any,
and assistance with tax issues arising in the ordinary course of the
Company's business.
o Assist with settling tax claims against the Company and obtaining refunds
of reduced claims previously paid by the Company for various taxes,
including (but not limited to) federal and state income, franchise,
payroll, sales and use, property and excise and business license.
o Assistance with evaluating and scheduling tax liabilities and in assessing
tax claims by type and entity, including working with bankruptcy counsel
to resolve tax claims if the Company files bankruptcy.
o Analysis of legal and professional fees incurred during the restructuring
or bankruptcy period for purposes of determining future deductibility of
such costs.
o Documentation of tax analysis, opinions, recommendations, conclusions and
correspondences for any proposed restructuring alternative, bankruptcy tax
issue or other tax matter described above.
OTHER TAX SERVICES
For any miscellaneous tax projects requested by the Company and not specifically
listed in this Agreement, including tax planning and tax consulting services,
E&Y will bill those services in accordance with this standard hourly rates
outlined in this Agreement.
Mr. Mark Shapiro Page 14
Fleming Companies, Inc. April 8, 2003
ATTACHMENT 2
DISPUTE RESOLUTION PROCEDURES
The following procedures shall be used to resolve any controversy or claim
("dispute") as provided in this Agreement, other than objections to fee
applications relating to the subject retention. If any of these provisions are
determined to be invalid or unenforceable, the remaining provisions shall
remain in effect and binding on the parties to the fullest extent permitted by
law.
MEDITATION
A dispute shall be submitted to mediation by written notice to the other party
or parties. The mediator shall be selected by agreement of the parties. If the
parties cannot agree on a mediator, a mediator shall be designated by the CPR
Institute for Dispute Resolution at the request of a party. Any mediator so
designated must be acceptable to all parties.
The mediation will be conducted as specified by the mediator and agreed upon by
the parties. The parties agree to discuss their differences in good faith and
to attempt, with assistance of the mediator, to reach an amicable resolution of
the dispute.
The mediation will be treated as a settlement discussion and therefore will be
confidential. The mediator may not testify for either party in any later
proceeding relating to the dispute. No recording or transcript shall be made of
the mediation proceedings.
Each party will bear its own costs in the mediation. The fees and expenses of
the mediator will be shared equally by the parties.
ARBITRATION
If a dispute has not been resolved within 90 days after the written notice
beginning the mediation process (or a longer period, if the parties agree to
extend the mediation), the mediation shall terminate and the dispute will be
settled by arbitration. The arbitration will be conducted in accordance with
the procedures in this document and the Rules for Non-Administered Arbitration
of the CPR Institute for Dispute Resolution as in effect on the date of the
engagement letter, or such other rules and procedures as the parties may
designate by mutual agreement. In the event of a conflict, the provisions of
this document will control. The arbitration will be conducted before a panel of
three arbitrators, two of whom are to be designated by the parties from the CPR
Panels of Distinguished Neutrals using the screened selection process provided
in the Rules. Any issue concerning the extent to which any dispute is subject
to arbitration, or concerning the applicability, interpretation, or
enforceability of these procedures, including any contention that all or part of
these procedures are invalid or unenforceable, shall be governed by the Federal
Arbitration Act and resolved by the arbitrators. No potential arbitrator shall
be appointed unless he or she has agreed in writing to abide and be bound by
these procedures.
Mr. Mark Shapiro Page 15
Fleming Companies, Inc. April 8, 2003
In no event, even if any other portion of these provisions is held to be invalid
or unenforceable, shall the arbitration panel have power to make an award or
impose a remedy that could not be made or imposed by a court deciding the matter
in the same jurisdiction. Discovery shall be permitted in connection with the
arbitration only to the extent, if any, expressly authorized by the arbitration
panel upon a showing of substantial need by the party seeking discovery.
The result of the arbitration will be binding on the parties, and judgment on
the arbitration award may be entered in any court having jurisdiction.