EXHIBIT 99.2
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: 4/20/03 - 5/17/03
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: 4/20/03 - 5/17/03
NOTES TO THE MONTHLY OPERATING REPORT
GENERAL
The report includes activity from the following Debtors and related Case
Numbers [1][2][3][4][5][6][7]:
<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 [8]:
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 change upon further reconciliation.
[2] "the Company" refers to Fleming Companies, Inc. and its related
subsidiaries.
[3] 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.
[4] Period 3 refers to February 23, 2003 through March 22, 2003.
[5] Period 4 refers to March 23, 2003 through April 19, 2003.
[6] Period 5 refers to April 20, 2003 through May 17, 2003.
[7] The Monthly Operating Report excludes financial activity related to
non-Debtor entities (i.e., Choteau Development Company, LLC).
[8] Core-Mark entities are on a different reporting schedule with period 5
reflecting a Balance Sheet as of April 30, 2003 (excludes Minter-Weisman).
The Statement of Operations has been estimated through May 17, 2003 to be
consistent with Fleming.
Fleming Companies, Inc. et al.
Case Nos. 03-01944 - 03-10973 (MFW Jointly Administered)
Reporting Period: 4/20/03 - 5/17/03
Weekly Receipts and Disbursements [1]
(Dollars in 000's)
<Table>
<Caption>
CURRENT CUMULATIVE
WEEK 1 WEEK 2 WEEK 3 WEEK 4 PERIOD TOTAL FILING TO DATE
---------- ---------- ---------- ---------- ------------ --------------
CASH RECEIPTS:
Fleming Receipts $ 147,862 $ 140,567 $ 135,557 $ 131,172 $ 555,159 $ 975,589
Core-Mark Receipts 103,083 94,542 88,054 85,015 370,694 628,207
Asset/Excess Inventory Sales 572 1,857 611 192 3,233 3,233
Other Receipts 2,356 4,908 7,845 11,754 26,863 88,578
---------- ---------- ---------- ---------- ---------- -----------
ACTUAL RECEIPTS $ 253,874 $ 241,874 $ 232,067 $ 228,134 $ 955,949 $ 1,695,608
---------- ---------- ---------- ---------- ---------- -----------
CASH DISBURSEMENTS FROM OPERATIONS:
Material Purchases - Fleming $ (119,773) $ (69,470) $ (74,640) $ (29,076) $ (292,959) $ (782,190)
Material Purchases - Core-Mark (83,143) (107,817) (55,676) (70,741) (317,378) (532,354)
Tax Disbursements - Cigarettes (4,749) (14,226) (10,642) (14,871) (44,488) (52,379)
Tax Disbursements - Other (1) (0) (17) (349) (366) (1,504)
Employee & Payroll (13,067) (15,802) (11,246) (17,753) (57,868) (103,515)
Lease & Recurring Costs (31) (18,224) (674) (1,029) (19,958) (32,013)
Other Operating Costs (10,852) (13,636) (13,343) (14,735) (52,566) (73,976)
---------- ---------- ---------- ---------- ---------- -----------
ACTUAL CASH DISBURSEMENTS FROM OPERATIONS $ (231,616) $ (239,174) $ (166,238) $ (148,553) $ (785,582) $(1,577,931)
---------- ---------- ---------- ---------- ---------- -----------
CASH DISBURSEMENTS FROM NON-OPERATIONS:
DSD/Critical Vendor/PACA Payments $ -- $ (26,000) $ (2,684) $ (730) $ (29,414) $ (29,414)
Capital Expenditures (5) (21) (30) -- (56) (1,843)
Restructuring & Professional Fees -- -- (70) (258) (327) (327)
Interest & Financing (770) (2,529) (138) -- (3,437) (7,316)
Other Non-Operating Costs -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- -----------
ACTUAL CASH DISBURSEMENTS FROM NON-OPERATIONS $ (775) $ (28,550) $ (2,922) $ (988) $ (33,235) $ (38,900)
---------- ---------- ---------- ---------- ---------- -----------
TOTAL ACTUAL DISBURSEMENTS $ (232,391) $ (267,724) $ (169,160) $ (149,541) $ (818,817) $(1,616,831)
---------- ---------- ---------- ---------- ---------- -----------
</Table>
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT PERIOD
COLUMN)
<Table>
TOTAL DISBURSEMENTS $ (818,817)
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 $ (818,817)
-----------
</Table>
NOTES
[1] Weekly Receipts and Disbursements includes Core-Mark's and Fleming's
April 20 through May 17 receipts and disbursements.
FORM MOR-1A
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/20/03 - 5/17/03
CASH DISBURSEMENTS BY PETITIONING ENTITY [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
CURRENT PERIOD CUMULATIVE FILING
PETITIONING ENTITIES CASE NUMBER TOTAL TO DATE
- -------------------- ----------- -------------- -----------------
Core-Mark International, Inc. 03-10944 $ (250,996) $ (415,383)
Fleming Companies, Inc. 03-10945 (379,815) (869,213)
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 (51,654) (91,116)
Core-Mark Interrelated Companies, Inc. 03-10951 (7,405) (13,578)
C/M Products, Inc. 03-10952 -- --
Favar Concepts, Ltd. 03-10953 (300) (559)
Fleming Foods Management Co., L.L.C. 03-10954 -- --
Fleming Foods of Texas, L.P. 03-10955 (24,041) (57,900)
Fleming International, Ltd. 03-10956 (386) (1,073)
Fleming Transportation Service, Inc. 03-10957 (4) (8)
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 (2,830) (5,985)
Minter Weisman Co. 03-10964 (20,655) (35,674)
Piggly Wiggly Company 03-10965 (57) (77)
Progressive Realty, Inc. 03-10966 (1) (4)
Rainbow Food Group, Inc. 03-10967 (4,707) (23,197)
Retail Investments, Inc. 03-10968 (41,019) (61,940)
Retail Supermarkets, Inc. 03-10970 -- --
RFS Marketing Services, Inc. 03-10971 -- --
Richmar Foods, Inc. 03-10972 (34,947) (40,711)
Dunigan Fuels, Inc. 03-10973 -- (412)
-------------- --------------
TOTAL ACTUAL DISBURSEMENTS [2][3] $ (818,817) $ (1,616,831)
============== ==============
</Table>
NOTES
[1] Employee and Payroll disbursements, 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 4/20/03 - 5/17/03 (approximately $48 million for Fleming
and approximately $9.9 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 4/20/03 - 5/17/03 for the Current Period and 4/1/03 - 5/17/03 for the
Cumulative Filing to Date.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/20/03-5/17/03
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 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 3751735870 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 8188007359 Depository
Fleming Companies, Inc. Bank of America 8188812687 Depository
Fleming Companies, Inc. Bank One [1][3]17 Depository
Fleming Companies, Inc. Bank One 10148350 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 6300042117 Disbursement
Fleming Companies, Inc. JP Morgan 6300064998 Disbursement
Fleming Companies, Inc. JP Morgan 6300065052 Disbursement
Fleming Companies, Inc. JP Morgan 6300065086 Disbursement
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 Disbursement
Fleming Companies, Inc. JP Morgan 8806170047 Disbursement
Fleming Companies, Inc. JP Morgan 8806212427 Depository
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
</Table>
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/20/03-5/17/03
BANK ACCOUNT INFORMATION
<Table>
<Caption>
PETITIONING ENTITIES BANK ACCOUNT NUMBER TYPE
- -------------------- ---- -------------- ----
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 8806289524 Depository
Fleming Companies, Inc. JP Morgan 8806290175 Depository
Fleming Companies, Inc. JP Morgan 8806319545 Depository
Fleming Companies, Inc. JP Morgan 8806319776 Depository
Fleming Companies, Inc. JP Morgan 8806319784 Depository
Fleming Companies, Inc. JP Morgan 8806319909 Depository
Fleming Companies, Inc. JP Morgan 8806322283 Depository/Disbursement
Fleming Companies, Inc. JP Morgan 8806322309 Depository
Fleming Companies, Inc. JP Morgan 8806322457 Depository
Fleming Companies, Inc. JP Morgan 8806324388 Depository
Fleming Companies, Inc. JP Morgan 8806324396 Depository
Fleming Companies, Inc. JP Morgan 8806324404 Depository
Fleming Companies, Inc. JP Morgan 8806327605 Depository
Fleming Companies, Inc. JP Morgan 8806362925 Disbursement
Fleming Companies, Inc. JP Morgan 8806362933 Disbursement
Fleming Companies, Inc. JP Morgan 8806362958 Depository/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 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
Fleming Companies, Inc. Waukesha 10478473 Depository
Fleming Companies, Inc. Waukesha 10505430 Depository
Fleming Companies, Inc. Wells Fargo 4944072982 Depository
Fleming Companies, Inc. Wells Fargo 6355025116 Depository
Fleming Companies, Inc. Wells Fargo 6355045379 Depository
Fleming Companies, Inc. Wells Fargo 6355045387 Depository
Fleming Companies, Inc. Wells Fargo 6355045395 Disbursement
Fleming Companies, Inc. Wells Fargo 9440104515 Depository
Core-Mark International, Inc Bank Of Montreal 004-1664-436 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 Disbursement
Core-Mark International, Inc Bank Of Montreal 07604601086 FX Swap Funding Acct
Core-Mark International, Inc Bank Of Montreal 127881013601 Disbursement
Core-Mark International, Inc Bank Of Montreal 5691032070 Disbursement
Core-Mark International, Inc Bank One 1113117 Depository
Core-Mark International, Inc JP Morgan 323252028 Depository
Core-Mark International, Inc JP Morgan 8806322317 Depository
Core-Mark International, Inc JP Morgan Chase 601809668 Disbursement
Core-Mark International, Inc JP Morgan Chase 91027755419 Disbursement
Core-Mark International, Inc JP Morgan Chase 91027755427 Disbursement
Core-Mark International, Inc JP Morgan Chase 91027755435 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
- -------------------- ---- -------------- ----
Core-Mark International, Inc. JP Morgan Chase 9102775443 Disbursement
Core-Mark International, Inc. Scotia Bank 112390010715 Depository
Core-Mark International, Inc. Scotia Bank 714800001414 Depository
Core-Mark International, Inc. Scotia Bank 714800000914 Depository
Core-Mark International, Inc. Scotia Bank 714800011312 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 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
Minter Weisman Bank of America 3299781296 Disbursement
Plymouth (minter weisman) US Bank 160234449926 Depository
</Table>
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) (1)
(DOLLARS IN 000's)
APRIL 20, 2003 -
FLEMING COMPANIES. INC. & SUBSIDIARIES (2) MAY 17, 2003
- ------------------------------------------ ----------------
Net sales $ 833,894
Costs and expenses: (3)
Cost of sales (764,642)
Selling and administrative (95,052)
Reorganization items, net (7,677)
Interest expense (4,948)
Interest income and other 1,230
Impairment/restructuring charges (25)
Litigation charges --
---------
TOTAL COSTS AND EXPENSES (871,114)
---------
Income/(Loss) before income taxes (37,220)
Taxes on income/loss --
---------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (37,220)
---------
Discontinued operations: (4)
Income/(Loss) before income taxes (16,226)
Taxes on income/(loss) --
---------
INCOME (LOSS) FROM DISCONTINUED OPERATIONS (16,226)
---------
NET INCOME/(LOSS) $ (53,446)
---------
NOTES
(1) Results of certain legal entities have been approximated to the 28 days
from April 20, 2003 through May 17, 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 far bad debts, etc.).
(4) Discontinued Operations as of Period 5, 2003 include price-impact retail
stores (including Yes!Less), 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: 4/20/03-5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) (1)(2)
(DOLLARS IN 000's)
APRIL 20, 2003 -
ABCO FOOD GROUP, INC. MAY 17, 2003
- --------------------- ----------------
NET SALES $ --
COSTS AND EXPENSES:
Cost of sales --
Selling and administrative 1
Reorganization items, net --
Interest expense --
Interest income and other --
Impairment/restructuring charges --
Litigation charges --
---------
TOTAL COSTS AND EXPENSES 1
---------
Income/(Loss) before income taxes 1
Taxes on income/(loss) --
---------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 1
---------
Discontinued operations:
Income/(Loss) before income taxes --
Taxes on income/(loss) --
---------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS --
---------
NET INCOME/(LOSS) $ 1
---------
NOTES
(1) The period of results for this legal entity was for the 28 days ended May
17, 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: 4/20/03-5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) (1)(2)
(DOLLARS IN 000'S)
APRIL 20, 2003 -
CORE-MARK INTERNATIONAL, INC. MAY 17, 2003
- ----------------------------- --------------
NET SALES $ 212,011
COSTS AND EXPENSES:
Cost of sales (199,668)
Selling and administrative (11,633)
Reorganization items, net --
Interest expense --
Interest income and other 59
Impairment/restructuring charges --
Litigation charges --
---------
TOTAL COSTS AND EXPENSES (211,242)
---------
Income/(Loss) before income taxes 769
Taxes on income/ loss --
---------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 769
---------
Discontinued operations:
Income/(Loss) before income taxes --
Taxes on income/(loss) --
---------
INCOME (LOSS) FROM DISCONTINUED OPERATIONS --
---------
NET INCOME/(LOSS) $ 769
---------
NOTES
[1] The period of results for this legal entity was for the 30 days ended
April 30, 2003; adjustments have been made to this Statement of Operations
to approximate results for the 28 days ended May 17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 20, 2003 -
CORE-MARK INTERRELATED COMPANIES, INC. MAY 17, 2003
- -------------------------------------- ----------------
NET SALES $ 7,209
COSTS AND EXPENSES:
Cost of sales (6,830)
Selling and administrative (238)
Reorganization items, net -
Interest expense -
Interest income and other -
Impairment/restructuring charges -
Litigation charges -
--------------
TOTAL COSTS AND EXPENSES (7,068)
--------------
Income/(Loss) before income taxes 141
Taxes on income/(loss) -
--------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 141
--------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss -
--------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
--------------
--------------
NET INCOME/(LOSS) $ 141
--------------
NOTES
- -----
[1] The period of results for this legal entity was for the 30 days ended April
30, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 28 days ended May 17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 20, 2003 -
CORE-MARK MID-CONTINENT, INC. MAY 17, 2003
- ----------------------------- ----------------
NET SALES $ 44,867
COSTS AND EXPENSES:
Cost of sales (42,124)
Selling and administrative (2,381)
Reorganization items, net -
Interest expense -
Interest income and other 1
Impairment/restructuring charges -
Litigation charges -
--------------
TOTAL COSTS AND EXPENSES (44,504)
--------------
Income/(Loss) before income taxes 363
Taxes on income/(loss) -
--------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 363
--------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss) -
--------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
--------------
--------------
NET INCOME/(LOSS) $ 363
--------------
NOTES
- -----
[1] The period of results for this legal entity was for the 30 days ended April
30, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 28 days ended May 17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 20, 2003 -
DUNIGAN FUELS, INC. MAY 17, 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 (74)
Taxes on income/(loss) --
--------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (74)
--------------
--------------
NET INCOME/(LOSS) $ (74)
--------------
NOTES
- -----
[1] The period of results for this legal entity was for the 28 days ended May
17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 20, 2003 -
FAVAR CONCEPTS, LTD MAY 17, 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 (10,975)
Taxes on income/(loss) --
---------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (10,975)
---------------
---------------
NET INCOME/(LOSS) $ (10,975)
---------------
NOTES
- -----
[1] The period of results for this legal entity was for the 28 days ended
May 17, 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: 4/20/03 - 4/17/03
STATEMENT OF OPERATIONS (UNAUDITED)[1][2]
(DOLLARS IN 000'S)
APRIL 20, 2003 -
FLEMING COMPANIES, INC. MAY 17, 2003
- ----------------------- ----------------
NET SALES $ 468,663
COSTS AND EXPENSES:
Cost of sales (421,588)
Selling and administrative (71,824)
Reorganization items, net (7,677)
Interest expense (4,927)
Interest income and other 1,086
Impairment/restructuring charges (20)
Litigation charges -
---------------
TOTAL COSTS AND EXPENSES (504,950)
---------------
Income/(Loss) before income taxes (36,287)
Taxes on income/(loss) -
---------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (36,287)
---------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes (2,355)
Taxes on income/(loss) -
---------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (2,355)
---------------
NET INCOME/(LOSS) $ (38,642)
---------------
NOTES
- -----
[1] The period of results for this legal entity was for the 28 days ended
May 17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 20, 2003 -
FLEMING FOODS OF TEXAS, L.P. MAY 17, 2003
- ---------------------------- ----------------
NET SALES $ 39,635
COSTS AND EXPENSES:
Cost of sales (37,659)
Selling and administrative (4,145)
Reorganization items, net --
Interest expense (21)
Interest income and other 84
Impairment/restructuring charges (5)
Litigation charges --
---------------
TOTAL COSTS AND EXPENSES (41,746)
---------------
Income/(Loss) before income taxes (2,111)
Taxes on income/(loss) --
---------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (2,111)
---------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes --
Taxes on income/(loss) --
---------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS --
---------------
NET INCOME/(LOSS) $ (2,111)
---------------
NOTES
- -----
[1] The period of results for this legal entity was for the 28 days ended
May 17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 20, 2003 -
FLEMING INTERNATIONAL, LTD MAY 17, 2003
- -------------------------- ----------------
NET SALES $ 413
COSTS AND EXPENSES:
Cost of sales (396)
Selling and administrative (3)
Reorganization items, net --
Interest expense --
Interest income and other --
Impairment/restructuring charges --
Litigation charges --
---------------
TOTAL COSTS AND EXPENSES (399)
---------------
Income/(Loss) before income taxes 14
Taxes on income/(loss) --
---------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 14
---------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes --
Taxes on income/(loss) --
---------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS --
---------------
---------------
NET INCOME/(LOSS) $ 14
---------------
NOTES
- -----
[1] The period of results for this legal entity was for the 28 days ended
May 17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) [1] [2]
(DOLLARS IN 000'S)
APRIL 20, 2003 -
FLEMING SUPERMARKETS OF FLORIDA, INC. MAY 17, 2003
- ------------------------------------- ----------------
NET SALES $ -
COSTS AND EXPENSES:
Cost of sales -
Selling and administrative (10)
Reorganization items, net -
Interest expense -
Interest income and other -
Impairment/restructuring charges -
Litigation charges -
---------------
TOTAL COSTS AND EXPENSES (10)
---------------
Income/(Loss) before income taxes (10)
Taxes on income/(loss) -
---------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (10)
---------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss) -
---------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
---------------
---------------
NET INCOME/(LOSS) $ (10)
---------------
NOTES
- -----
[1] The period of results for this legal entity was for the 28 days ended May
17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) [1][2]
(DOLLARS IN 000'S)
<Table>
<Caption>
APRIL 20, 2003 -
FLEMING TRANSPORTATION SERVICES, INC. MAY 17, 2003
- ------------------------------------- ----------------
NET SALES $ 46
COSTS AND EXPENSES:
Cost of sales --
Selling and administrative (410)
Reorganization items, net --
Interest expense --
Interest income and other --
Impairment/restructuring charges --
Litigation charges --
-----------
TOTAL COSTS AND EXPENSES (410)
-----------
Income/(Loss) before income taxes (364)
Taxes on income/(loss) --
-----------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (364)
-----------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes --
Taxes on income/(loss) --
-----------
INCOME/(LOSS) FROM DISCONTINUING OPERATIONS --
-----------
NET INCOME/(LOSS) $ (364)
-----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 28 days ended May
17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) [1][2]
(DOLLARS IN 000'S)
<Table>
<Caption>
APRIL 20, 2003 -
HEAD DISTRIBUTING COMPANY MAY 17, 2003
- ------------------------- ----------------
NET SALES $ 32,675
COSTS AND EXPENSES:
Cost of sales (30,549)
Selling and administrative (2,401)
Reorganization items, net --
Interest expense --
Interest income and other --
Impairment/restructuring charges --
Litigation charges --
----------
TOTAL COSTS AND EXPENSES (32,950)
----------
Income/(Loss) before income taxes (275)
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (275)
----------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes --
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS --
----------
NET INCOME/(LOSS) $ (275)
----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 30 days ended April
30, 2003; adjustments have been made to this Statement of Operations to
approximate results for the 28 days ended May 17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) [1][2]
(DOLLARS IN 000'S)
<Table>
<Caption>
APRIL 20, 2003 -
MINTER-WEISMAN CO. MAY 17, 2003
- ------------------ ----------------
NET SALES $ 27,992
COSTS AND EXPENSES:
Cost of sales (25,828)
Selling and administrative (1,825)
Reorganization items, net --
Interest expense --
Interest income and other --
Impairment/restructuring charges --
Litigation charges --
----------
TOTAL COSTS AND EXPENSES (27,653)
----------
Income/(Loss) before income taxes 339
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 339
----------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes --
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS --
----------
NET INCOME/(LOSS) $ 339
----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 28 days ended
May 17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) [1][2]
(DOLLARS IN 000'S)
<Table>
<Caption>
APRIL 20, 2003 -
PIGGLY WIGGLY COMPANY MAY 17, 2003
- --------------------- ----------------
NET SALES $ 374
COSTS AND EXPENSES:
Cost of sales --
Selling and administrative (183)
Reorganization items, net --
Interest expense --
Interest income and other --
Impairment/restructuring charges --
Litigation charges --
----------
TOTAL COSTS AND EXPENSES (183)
----------
Income/(Loss) before income taxes 191
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 191
----------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes --
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS --
----------
NET INCOME/(LOSS) $ 191
----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 28 days ended May
17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED)[1][2]
(DOLLARS IN 000'S)
<Table>
<Caption>
APRIL 20, 2003 -
PROGRESSIVE REALTY, INC. MAY 17, 2003
- ------------------------ ----------------
NET SALES $ 9
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 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
----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 28 days ended
May 17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED)[1][2]
(DOLLARS IN 000'S)
<Table>
<Caption>
APRIL 20, 2003 -
RAINBOW FOOD GROUP, INC. MAY 17, 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 (243)
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (243)
----------
NET INCOME/(LOSS) $ (243)
----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 28 days ended
May 17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED)[1][2]
DOLLARS IN 000'S
<Table>
<Caption>
APRIL 20, 2003 -
RETAIL INVESTMENTS, INC. MAY 17, 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
May 17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) [1][2]
DOLLARS IN 000'S
<Table>
<Caption>
APRIL 20, 2003 -
RFS MARKETING SERVICES, INC. MAY 17, 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
May 17, 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: 4/20/03 - 5/17/03
STATEMENT OF OPERATIONS (UNAUDITED) [1][2]
(DOLLARS IN 000'S)
<Table>
<Caption>
APRIL 20, 2003 -
RICHMAR FOODS, INC. MAY 17, 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 (2,579)
Taxes on income/(loss) --
----------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (2,579)
----------
NET INCOME/(LOSS) $ (2,579)
----------
</Table>
NOTES
[1] The period of results for this legal entity was for the 28 days ended
May 17, 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: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED)
DOLLARS IN 000'S
<Table>
<Caption>
AS OF
FLEMING COMPANIES, INC. & SUBSIDIARIES [1] MAY 17, 2003
- ------------------------------------------ -------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 244,219
Receivables, net[2] 639,525
Inventories 617,905
Assets held for sale[3] 268,607
Other current assets 76,585
-------------
TOTAL CURRENT ASSETS 1,846,841
-------------
Investments and notes receivable, net 62,095
Investment in direct financing leases 63,409
-------------
NET PROPERTY AND EQUIPMENT 417,530
-------------
OTHER ASSETS 230,217
-------------
TOTAL ASSETS $ 2,620,092
-------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
DISCONTINUED OPERATIONS:
Accounts payable[2] $ 86,865
Liabilities held for sale 47,118
Other current liabilities 70,914
-------------
TOTAL CURRENT ASSETS 204,897
-------------
Long-term debt --
Long-term obligations under capital leases 187,830
Other liabilities 10,360
Liabilities subject to compromise[4] 3,064,246
Net intercompany due to (from)[5] (17,758)
SHAREHOLDERS' EQUITY
Common stock, $2,50 par value per share 135,221
Capital in excess of par value 707,008
Reinvested earnings (deficit) (1,544,209)
Accumulated other comprehensive income:
Additional minimum pension liability (129,215)
Cumulative foreign currency translation adjustment 1,712
-------------
TOTAL SHAREHOLDERS' EQUITY $ (829,483)
-------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,620,092
-------------
</Table>
<Table>
LIABILITIES SUBJECT TO COMPROMISE [4]
Debt and notes payable [6][7] $ 1,858,627
Accounts payable [8][13] 731,339
Closed store reserves [9] 38,510
Other liabilities [10][14] 179,900
Pension obligation [11][15] 216,721
Taxes payable [12][16] 39,149
-------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 3,064,246
</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 as of May 17 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 5, 2003 include price-impact
retail stores (including Yes!Less), 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 5 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 5 balances.
[10] Other liabilities includes accrued compensation, accrued
severance, union pension withdrawal liabilities, 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.
Accrued Compensation and union pension withdrawal liabilities are
period 4 balances (excludes vacation pay which is the amount earned in
excess of the $4,650 cap by employees terminated in period 4). Accrued
severance was taken from the SOFA schedules.
[11] Pension obligation is a period 5 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, 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 5 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: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
ABCO FOOD GROUP, INC. MAY 17, 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) (1,020)
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 May 17, 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: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
CORE-MARK INTERNATIONAL, INC. APRIL 30, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 32,923
Receivables, net 97,020
Inventories 126,723
Assets held for sale --
Other current assets 19,273
----------------
TOTAL CURRENT ASSETS 275,939
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 23,299
----------------
Other assets 42,685
----------------
TOTAL ASSETS $ 341,923
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 44,051
Liabilities held for sale --
Other current liabilities 3,081
----------------
TOTAL CURRENT LIABILITIES 47,132
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 187,270
Net intercompany due to (from) 107,521
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 $ 341,923
----------------
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] All liabilities were reclassified as Liabilities Subject to Compromise
as of March 31, 2003 (period 4) except for specific postpetition
liabilities, primarily payroll related. Adjustments were made in
period 5 as necessary.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
CORE-MARK INTERRELATED COMPANIES, INC. APRIL 30, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2
Receivables, net 4,412
Inventories 6,338
Assets held for sale --
Other current assets 44
----------------
TOTAL CURRENT ASSETS 10,796
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 370
----------------
Other assets --
----------------
TOTAL ASSETS $ 11,166
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 799
Liabilities held for sale --
Other current liabilities --
----------------
TOTAL CURRENT LIABILITIES 799
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 1,292
Net intercompany due to (from) 9,075
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 $ 11,166
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 1,031
Closed store reserves --
Other liabilities 261
Pension obligation --
Taxes payable --
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,292
</Table>
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] All liabilities were reclassified as Liabilities Subject to Compromise
as of March 31, 2003 (period 4) except for specific postpetition
liabilities, primarily payroll related. Adjustments were made in
period 5 as necessary.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
CORE-MARK MID-CONTINENT, INC. APRIL 30, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 19
Receivables, net 34,010
Inventories 19,164
Assets held for sale --
Other current assets 2,163
----------------
TOTAL CURRENT ASSETS 55,356
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 9,341
----------------
Other assets 3,550
----------------
TOTAL ASSETS $ 68,247
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,400
Liabilities held for sale --
Other current liabilities 714
----------------
TOTAL CURRENT LIABILITIES 4,114
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 6,267
Net intercompany due to (from) 57,866
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 $ 68,247
----------------
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] All liabilities were reclassified as Liabilities Subject to Compromise
as of March 31, 2003 (period 4) except for specific postpetition
liabilities, primarily payroll related. Adjustments were made in
period 5 as necessary.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
DUNIGAN FUELS, INC. MAY 17, 2003
---------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ --
Receivables, net 3,514
Inventories --
Assets held for sale 148
Other current assets 2
--------------
TOTAL CURRENT ASSETS 3,664
--------------
Investments and notes receivable, net --
Investment in direct financing leases --
--------------
NET PROPERTY AND EQUIPMENT --
--------------
Other assets --
--------------
TOTAL ASSETS $ 3,664
--------------
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 9,068
Net intercompany due to (from) (5,404)
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 $ 3,664
--------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 8,896
Closed store reserves 172
Other liabilities --
Pension obligation --
Taxes payable --
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 9,068
</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 May 17, 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: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
FAVAR CONCEPTS, LTD MAY 17, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ --
Receivables, net 32
Inventories --
Assets held for sale 9,880
Other current assets --
----------------
TOTAL CURRENT ASSETS 9,912
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT --
----------------
Other assets 97
----------------
TOTAL ASSETS $ 10,009
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 192
Liabilities held for sale --
Other current liabilities 166
----------------
TOTAL CURRENT LIABILITIES 358
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 615
Net intercompany due to (from) 9,036
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 $ 10,009
----------------
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 May 17, 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: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
FLEMING COMPANIES, INC. MAY 17, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 189,993
Receivables, net 361,021
Inventories 416,482
Assets held for sale 36,270
Other current assets 48,165
----------------
TOTAL CURRENT ASSETS 1,051,931
----------------
Investments and notes receivable, net 53,772
Investment in direct financing leases 63,409
----------------
NET PROPERTY AND EQUIPMENT 358,974
----------------
Other assets 159,259
----------------
TOTAL ASSETS $ 1,687,345
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ --
Liabilities held for sale --
Other current liabilities 53,328
----------------
TOTAL CURRENT LIABILITIES 53,328
----------------
Long-term debt --
Long-term obligations under capital leases 140,326
Other liabilities 10,360
Liabilities subject to compromise 2,755,302
Net intercompany due to (from) (442,488)
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share 135,221
Capital in excess of par value 707,008
Reinvested earnings (deficit) (1,544,209)
Accumulated other comprehensive income:
Additional minimum pension liability (129,215)
Cumulative foreign currency translation adjustment 1,712
----------------
TOTAL SHAREHOLDERS' EQUITY $ (829,483)
----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,687,345
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ 1,858,627
Accounts payable 453,748
Closed store reserves 38,338
Other liabilities 165,386
Pension obligation 215,101
Taxes payable 24,102
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 2,755,302
</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 May 17, 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: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
FLEMING FOODS OF TEXAS, L.P. MAY 17, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ --
Receivables, net 70,282
Inventories 19,091
Assets held for sale 3,397
Other current assets 3,281
----------------
TOTAL CURRENT ASSETS 96,051
----------------
Investments and notes receivable, net 8,323
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 10,798
----------------
Other assets 13,189
----------------
TOTAL ASSETS $ 128,361
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ --
Liabilities held for sale --
Other current liabilities 707
----------------
TOTAL CURRENT LIABILITIES 707
----------------
Long-term debt --
Long-term obligations under capital leases 2,390
Other liabilities --
Liabilities subject to compromise 43,634
Net intercompany due to (from) 81,630
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 $ 128,361
----------------
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 May 17, 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: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
FLEMING INTERNATIONAL, LTD MAY 17, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ --
Receivables, net 516
Inventories --
Assets held for sale --
Other current assets 212
----------------
TOTAL CURRENT ASSETS 728
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT --
----------------
Other assets 51
----------------
TOTAL ASSETS $ 779
----------------
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) 779
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 $ 779
----------------
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 May 17, 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: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
FLEMING SUPERMARKETS OF FLORIDA, INC. MAY 17, 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 159
----------------
TOTAL ASSETS $ 879
----------------
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 342
Net intercompany due to (from) 537
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 $ 879
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable --
Closed store reserves --
Other liabilities 342
Pension obligation --
Taxes payable --
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 342
</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 May 17, 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: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
FLEMING TRANSPORTATION SERVICES, INC. MAY 17 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ --
Receivables, net 803
Inventories --
Assets held for sale --
Other current assets 129
----------------
TOTAL CURRENT ASSETS 932
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 7,466
----------------
Other assets --
----------------
TOTAL ASSETS $ 8,398
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 118
Liabilities held for sale --
Other current liabilities 504
----------------
TOTAL CURRENT LIABILITIES 622
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 242
Net intercompany due to (from) 7,534
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 $ 8,398
----------------
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 May 17, 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: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
HEAD DISTRIBUTING COMPANY APRIL 30, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 214
Receivables, net 27,576
Inventories 16,128
Assets held for sale --
Other current assets 1,584
----------------
TOTAL CURRENT ASSETS 45,502
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 3,739
----------------
Other assets 3,397
----------------
TOTAL ASSETS $ 52,638
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 4,028
Liabilities held for sale --
Other current liabilities --
----------------
TOTAL CURRENT LIABILITIES 4,028
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 6,548
Net intercompany due to (from) 42,062
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 $ 52,638
----------------
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] All liabilities were reclassified as Liabilities Subject to Compromise
as of March 31, 2003 (period 4) except for specific postpetition
liabilities, primarily payroll related. Adjustments were made in period
5 as necessary.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
MINTER-WEISMAN CO. MAY 17, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 13,347
Receivables, net 18,611
Inventories 13,979
Assets held for sale --
Other current assets 1,349
----------------
TOTAL CURRENT ASSETS 47,286
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 2,479
----------------
Other assets 453
----------------
TOTAL ASSETS $ 50,218
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 20,273
Liabilities held for sale --
Other current liabilities 128
----------------
TOTAL CURRENT LIABILITIES 20,401
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 6,017
Net intercompany due to (from) 23,800
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 $ 50,218
----------------
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 May 17, 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: 4/2/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
PIGGLY WIGGLY COMPANY MAY 17, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ --
Receivables, net 1,204
Inventories --
Assets held for sale --
Other current assets 94
----------------
TOTAL CURRENT ASSETS 1,298
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT 1,064
----------------
Other assets (0)
----------------
TOTAL ASSETS $ 2,362
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 93
Liabilities held for sale --
Other current liabilities 26
----------------
TOTAL CURRENT LIABILITIES 119
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 858
Net intercompany due to (from) 1,385
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 $ 2,362
----------------
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 May 17, 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: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
PROGRESSIVE REALTY, INC. MAY 17, 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 --
----------------
TOTAL CURRENT LIABILITIES 4
----------------
Long-term debt --
Long-term obligations under capital leases --
Other liabilities --
Liabilities subject to compromise 1,510
Net intercompany due to (from) (1,514)
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 $ --
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable --
Closed store reserves --
Other liabilities 1,510
Pension obligation --
Taxes payable --
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,510
</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 May 17, 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: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
RAINBOW FOOD GROUP, INC. MAY 17, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 4,660
Receivables, net 9,375
Inventories --
Assets held for sale 136,928
Other current assets --
----------------
TOTAL CURRENT ASSETS 150,963
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT --
----------------
Other assets 2,521
----------------
TOTAL ASSETS $ 153,484
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 13,882
Liabilities held for sale 36,124
Other current liabilities 5,867
----------------
TOTAL CURRENT LIABILITIES 55,873
----------------
Long-term debt --
Long-term obligations under capital leases 23,668
Other liabilities --
Liabilities subject to compromise 27,353
Net intercompany due to (from) 46,590
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 $ 153,484
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 23,578
Closed store reserves --
Other liabilities 505
Pension obligation 1,570
Taxes payable 1,700
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 27,353
</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 May 17, 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: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
RETAIL INVESTMENTS, INC. MAY 17, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2
Receivables, net --
Inventories --
Assets held for sale --
Other current assets --
----------------
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 May 17, 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: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
RFS MARKETING SERVICES, INC. MAY 17, 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 $ --
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 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 May 17, 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: 4/20/03 - 5/17/03
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
<Table>
<Caption>
AS OF
RICHMAR FOODS, INC. MAY 17, 2003
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,047
Receivables, net 10,406
Inventories --
Assets held for sale 81,984
Other current assets 285
----------------
TOTAL CURRENT ASSETS 95,722
----------------
Investments and notes receivable, net --
Investment in direct financing leases --
----------------
NET PROPERTY AND EQUIPMENT --
----------------
Other assets 4,821
----------------
TOTAL ASSETS $ 100,543
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ --
Liabilities held for sale 10,994
Other current liabilities 6,390
----------------
TOTAL CURRENT LIABILITIES 17,384
----------------
Long-term debt --
Long-term obligations under capital leases 21,446
Other liabilities --
Liabilities subject to compromise 16,875
Net intercompany due to (from) 44,838
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 $ 100,543
----------------
LIABILITIES SUBJECT TO COMPROMISE [2]
Debt and notes payable $ --
Accounts payable 12,479
Closed store reserves --
Other liabilities 644
Pension obligation 50
Taxes payable 3,702
----------------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 16,875
</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 May 17, 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: 4/20/03 - 5/17/03
(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[12] LIABILITY
- ------- --------- ---------- --------- ---------
Federal
Payroll Taxes[1] $ (153) $ (10,095) $ 9,974 $ (273)
Income -- 553 (243) (796)
--------- --------- -------- ---------
Total Federal Taxes $ 152 $ (10,648) $ 9,731 $ (1,069)
--------- --------- -------- ---------
State and Local
Payroll Taxes[1] $ (450) $ (1,292) $ 1,246 $ (696)
Sales[2] (1,252) (1,749) 590 (2,414)
Excise[2] (37) (36) 10 (64)
Real & Personal Property[3] (12,964) -- -- (12,964)
Cigarette & Tobacco[4] -- (2,034) 2,034 --
Franchise[2] (20) (73) 3 (92)
--------- --------- -------- ---------
Total State and Local $ (14,927) $ (5,186) $ 3,883 $ (16,230)
--------- --------- -------- ---------
Total Taxes $ (15,080) $ (15,834) $ 13,614 $ (17,299)
--------- --------- -------- ---------
</Table>
<Table>
<Caption>
BEGINNING AMOUNT ENDING
TAX WITHHELD AMOUNT TAX
CORE-MARK[10] LIABILITY OR ACCRUED PAID LIABILITY
- ------------ --------- ---------- -------- ---------
Federal
Payroll Taxes[1] $ -- $ (2,218) $ 2,049 $ (169)
Income increase in amount per financials -- -- -- --
--------- --------- -------- ---------
Total Federal Taxes $ -- $ (2,218) $ 2,049 $ (169)
--------- --------- -------- ---------
State and Local
Payroll Taxes[1] $ -- $ (243) $ 244 $ 0
Sales -- (40) -- (40)
Excise -- (133) -- (133)
Real & Personal Property[3] -- (103) 2 (100)
Cigarette & Tobacco[5] -- (98,646) 13,808 (79,838)
Other: GST[6] -- (576) -- (576)
Other: Spokane & Portland B&O Tax[7] -- (64) -- (64)
--------- --------- -------- ---------
Total State and Local $ -- $ (99,805) $ 19,054 $ (80,751)
--------- --------- -------- ---------
Total Taxes $ -- $(102,022) $ 21,103 $ (80,920)
--------- --------- -------- ---------
</Table>
SUMMARY OF UNPAID POSTPETITION DEBTS
<Table>
<Caption>
FLEMING ACCOUNTS PAYABLE AGING (IN THOUSANDS) AMOUNT
- --------------------------------------------- --------
Current $ --
0 - 30 days[8] (38,615)
31 - 60 days --
61 - 90 days --
91+ days --
--------
Total Accounts Payable[9] $(38,615)
--------
</Table>
<Table>
<Caption>
CORE-MARK ACCOUNTS PAYABLE AGING (IN THOUSANDS)[10] AMOUNT
- --------------------------------------------------- --------
Current $ --
0 - 30 days[8][11] (48,250)
31 - 60 days --
61 - 90 days --
91+ days --
--------
Total Accounts Payable[9] (48,250)
--------
</Table>
EXPLAIN HOW AND WHEN THE DEBTOR INTENDS TO PAY ANY PAST-DUE POST-PETITION 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 adding to
the period 4 balance the act accrual increase/decrease in period 5.
Finally, Sales, Excise and Franchise data excludes Milwaukee PSC as data
was not available.
[3] Fleming's postpetition Real and personal property taxes include 275/365 of
2003 (April 2003 - December 2003) taxes and 2004 real property taxes.
Additionally, Core-Mark's Real & personal property taxes excludes Plymouth
as it is included in Fleming. All other Eastern divisions are included in
Core-Mark.
[4] Cigarette and tobacco tax data was not available on an accrual basis. The
period 5 expense was recorded as the accrual ant the expense amount.
[5] Cigarette and Tobacco taxes are high in April because Core-Mark was
building inventory in Canada due to CPI and challenges with Imperial
Tobacco. for the US Core-Mark did not go on COD until mid month.
[6] GST refers to Canadian Goods and Service Taxes.
[7] B&O tax refers to Business and Occupational taxes for Spokane only.
[8] Fleming and Core-mark were unable to provide an Accounts Payable Aging.
Therefore, Accounts Payable is shown as 30 days old. Fleming's aging
includes Head and Minter-Weisman.
[9] Accounts Payable per the Balance Sheet includes trade accounts payable,
retailer incentives and other accrued expenses.
[10] Core-Mark's postpetition taxes and Accounts Payable data is for Core-Mark's
period 5 which is April 1, 2003 through April 30, 2003.
[11] Core-Mark's Accounts Payable Aging excludes the "Fleming 7" entities.
[12] Amount Paid represents the periods total other adjustments, amounts paid
and amount received.
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/20/03 - 5/17/03
(DOLLARS IN 000'S)
ACCOUNTS RECEIVABLE AGINGS
<Table>
<Caption>
FLEMING ACCOUNTS RECEIVABLE AGING [1][2] AMOUNT
--------
Not Due $116,362
Current 135,640
1 - 7 days old 85,278
8 - 14 days old 23,570
15 - 21 days old 21,713
+ Over 21 days 170,194
Credits Over 21 days (26,169)
--------
Total Accounts Receivable $526,588
Amount considered uncollectible (Bad Debt) [3] (39,340)
--------
Accounts Receivable (Net)[4] $487,248
--------
<Table>
<Caption>
CORE-MARK ACCOUNTS RECEIVABLE AGING [1][5] AMOUNT
--------
Current $112,525
1 - 30 days old 21,062
31 - 45 days old 481
40 - 60 days old 354
61 - 90 days old (22)
91 - 120 days old 910
+ Over 120 days 4,448
--------
Total Accounts Receivable $139,759
Amount considered uncollectible (Bad Debt) [3] (4,316)
--------
Accounts Receivable (Net)[4] $135,442
--------
DEBTOR QUESTIONNAIRE
MUST BE COMPLETED EACH 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
NOTES
[1] Flemings Accounts Receivable Aging includes Core-Mark's 7 Eastern divisions
("Fleming 7"). Therefore, Core-Mark's Accounts Receivable Aging excludes
them.
[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 56.5% 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 May 17, 2003.
[4] Total Accounts Receivable (Net) will not agree to the balance sheet as the
balance sheet includes current notes receivables of approximately $16.8
million.
[5] Core-Mark's Accounts Receivable date is for Core-Mark's period 5 ended
April 30, 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 21, 2003 Fleming Companies, Inc. sold 7 Dallas Pharmacy Files and
related inventory to Safeway and Kroger for approximately $1.5 million.
Also on May 3rd and 10th of 2003, Fleming Companies, Inc. liquidated
inventory in New Jersey and Indiana for a total net proceeds of
approximately $1.5 million (sale/assignment dates do not correspond with
actual cash receipts).
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/20/03 - 5/17/03
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 LOGO] 2121 San Jacinto Street, Suite 1500 Dallas Office
Dallas TX 75201 Phone (214)969-8000
Facsimile (214)969-8770
FLEMING COMPANIES, INC. ET AL
CASE NOS. 03-01944 -03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 4/20/2003 TO 6/7/2003
TAX AFFIDAVIT
By order of this Court dated May 6, 2003, Ernst & Young (E&Y) have 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 during the reporting
period on behalf of Fleming Companies, Inc. and affiliates ("the Debtor"):
- 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;
- 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;
- Provide certain property tax returns prepared by third part
consultants to management of the Debtor for filing;
- Prepare certain property tax returns and provide them to
management of the Debtor for filing; and
- 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
systems 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 12, 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 there 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 this engagement, the Company employees authorized by both E&Y and the
Company will have access to E&Y's software known 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.
Layne Wrobleski Janatha McCullough
Jennifer Adair John Dixson
Nancy Flagg Daniel Roche
Mr. Mark Shapiro Page 4
Fleming Companies, Inc. April 8, 2003
Eliot Fielding Michael Sanders
Davila Niesen 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
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 basis. 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 provide 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 its 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 pursuant 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 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 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
- 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.
- Preparation 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.
- 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.
- 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.
- Prepare check requests, check deposits, certified mailing and
electronic filing of tax payments.
- Coordinate and respond to Federal and state audits and notices
including Canada and provincial audits and notices.
- Prepare FAS 109 quarterly and annual analysis, including
preliminary footnote draft for review and approval by Fleming.
- 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.
- Prepare and provide to Fleming treasury department quarterly a
schedule of estimated cash requirement for Federal income
taxes.
- 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
- Prepare annual reports.
- Provide information when requested for acquisitions and
divestitures consistent with historical tax team level of
effort.
- Tax package design, preparation, distribution and review.
- Represent Fleming in Federal audits and state audits annually
and review Form 5701 consistent with historical tax team level
of effort.
- Prepare Federal and Canadian amended returns, resulting from
RAR's consistent with B&Y's cost-benefit analysis, or submit,
as appropriate to state taxing authorities.
- 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.
- Information gathering for special projects.
- Obtain airplane log and prepare W-2 information reporting.
- 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
- Balance sheet reviews for new accounts and tax basis balance
sheets.
- Preparation of LIFO computations for Fleming and Core-Mark
unless prepared by outside third party providers retained
separately by Bankruptcy Court.
- Coordination with ERP System Implementation (Fl) group to
answer limited questions regarding taxability of excise/sales
tax items.
- Communication of divisional credits for WOTC.
- Stuff envelopes for tax return payments.
- 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.
- Preparation of Unclaimed Property tax returns for Fleming and
Core-Mark other than those prepared by outside third party
providers.
- 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.
- 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.
- Preparation and review of all federal and state amended
returns, including Forms 1139 and Forms 1120X and the state
equivalents.
- Analysis of all transaction related costs incurred by Fleming
and Core-Mark for deductibility versus capitalization for
income tax purposes.
- 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
- 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.
- 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.
- Computation and analysis of earnings and profits of the
Company for tax purposes under Section 316 of the Internal
Revenue Code.
- 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
- 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.
- Review estimates or analyses of property taxes for accrual
and/or tax prorations quarterly.
- Research of new or unknown properties and tax parcels,
including bills that show up new.
- Maintain files for all properties as appropriate.
- 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.
- Estimation of year-end accrual information by property
annually.
- Preparation of annual property tax budget data and information
by property.
- Research new properties and set up for processing and payment.
- Quarterly reconciliation of accounts and review of any
third-party prepared renditions.
SALES & USE TAX SERVICES
- Update and maintain sales and use, cigarette, tobacco, egg,
and other miscellaneous taxes, and business license, filing
calendars.
- Prepare sales and use tax returns for all U.S., state and
local governments, and maintain adequate audit trail and
supporting documentation.
- Prepare other cigarette, tobacco, and other sundry tax
filings.
Mr. Mark Shapiro Page 12
Fleming Companies, Inc. April 8, 2003
- Prepare responses to audit notices and provide audit
assistance for all sales & use tax filing responsibilities,
including cigarette, tobacco, egg, miscellaneous, business
licences, etc.
- Assist with tax issues related to transfer of inventory and
licensing issues in consolidation of distribution centers.
- 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.
- Recommend journal entries, intercompany postings and prepare
account reconciliations for sales and use tax, and other
sundry tax payable accounts and other general ledger accounts
as required.
- Provide Fleming an electronic check request of payment
information related to sales/use and other sundry tax returns.
- Respond to notices associated with any tax returns prepared by
E&Y or the former Fleming tax department.
- 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.
- Perform limited research on the taxability of new inventory
and non-inventory items or services offered by Fleming,
consistent with current tax function.
- Respond to other sales, use and other sundry tax questions
from Fleming personnel.
- Prepare special tax related reports and schedules as requested
by Fleming management.
- Coordinate with accounting operations to resolve issues on
stamps, purchases, inventory accounts, and return variances.
- Preparation and review of sales tax refund claims for all
sales, use and miscellaneous tax refunds due to the company.
- Research and consultations related to Work Opportunity Tax
Credits, California Enterprise Zone Hiring Credits, Statutory
Credits, Training Grants, and other Incentive Tax matters.
- 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
- 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.
- Assist and advise the Company in potential tax related
bankruptcy restructuring objectives, implications and
post-petition bankruptcy tax matters.
Mr. Mark Shapiro Page 13
Fleming Companies, Inc. April 8, 2003
- 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.
- 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.
- 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.
- Analysis of legal and professional fees incurred during the
restructuring or bankruptcy period for purposes of determining
future deductibility of such costs.
- 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 the 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.
MEDIATION
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 the 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.