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: 1/01/04 - 1/31/04
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.
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
-----------------------------------
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/ Rebecca A. Roof Interim Chief Financial Officer
- ---------------------------------- ----------------------------------
Signature of Responsible Party Title
Rebecca A. Roof March 16, 2004
- ---------------------------------- ----------------------------------
Printed Name of Responsible Party Date: March 16, 2004
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
NOTES TO THE MONTHLY OPERATING REPORT
GENERAL
The report includes activity from the following Debtors and related Case Numbers
[1][2][3][4]
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:
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
NOTES:
[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. Of the "Fleming 7", one division (Marshfield) was
closed during 2003 and three divisions (one of the two divisions in Head
and Chicago and Altoona) were closed at the end of 2003.
[4] The Monthly Operating Report excludes financial activity related to
non-Debtor entities (i.e., Cerespan.com and Choteau Development Company,
LLC, etc.).
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 01/01/04 - 01/31/04
WEEKLY RECEIPTS AND DISBURSEMENTS [1]
(DOLLARS IN 000'S)
CURRENT
PERIOD
WEEK 1 WEEK 2 WEEK 3 WEEK 4 WEEK 5 TOTAL
----------------------------------------------------------------------------
CASH RECEIPTS:
Fleming Receipts[3] $ 499 16,247 3,491 633 1,501 $ 22,372
Core-Mark Receipts[3] 15,873 58,834 61,737 56,329 61,231 254,004
Asset / Excess Inventory Sales & Other - - 513 - 2 514
----------------------------------------------------------------------------
ACTUAL RECEIPTS $ 16,372 $ 75,081 $ 65,741 $ 56,962 $ 62,734 $ 276,890
----------------------------------------------------------------------------
CASH DISBURSEMENTS FROM OPERATIONS:
Material Purchases - Fleming [3] $ (52) (109) (62) (540) (56) $ (819)
Material Purchases - Core-Mark[3] (6,463) (28,247) (51,599) (36,103) (43,592) (166,003)
Tax Disbursements - Cigarettes (1,691) (9,387) (12,033) (10,089) (9,440) (42,640)
Tax Disbursements - Other (3) (13) (554) (478) (10) (1,058)
Employee & Payroll (200) (1,952) (4,684) (2,348) (6,841) (16,025)
Lease & Recurring Costs (620) (119) (305) (705) (520) (2,269)
Other Operating Costs (1,262) (3,047) (4,184) (2,022) (1,479) (11,995)
----------------------------------------------------------------------------
ACTUAL CASH DISBURSEMENTS FROM OPERATIONS $ (10,291) $ (42,873) $ (73,423) $ (52,285) $ (61,938) $ (240,808)
----------------------------------------------------------------------------
CASH DISBURSEMENTS FROM NON-OPERATIONS:
DSD/Critical Vendor/PACA Payments [2] $ - - (722) (338) (2,822) $ (3,882)
Capital Expenditures - - - - - -
Restructuring & Professional Fees (451) (892) (59) (421) (4,381) (6,204)
Interest & Financing - (438) (403) (887) (170) (1,898)
Other Non-Operating Costs - - - - - -
Debt Repayment [4] $ (39,283) $ (39,283)
----------------------------------------------------------------------------
ACTUAL CASH DISBURSEMENTS FROM NON-OPERATIONS $ (451) $ (1,330) $ (40,467) $ (1,646) $ (7,373) $ (51,267)
----------------------------------------------------------------------------
TOTAL ACTUAL DISBURSEMENTS $ (10,741) $ (44,203) $ (113,890) $ (53,931) $ (69,310) $ (292,076)
----------------------------------------------------------------------------
CUMULATIVE FILING TO
DATE
--------------------
CASH RECEIPTS:
Fleming Receipts[3] $ 2,439,325
Core-Mark Receipts[3] 3,304,978
Asset/Excess Inventory Sales & Other 319,808
--------------------
ACTUAL RECEIPTS $ 6,064,111
--------------------
CASH DISBURSEMENTS FROM OPERATIONS:
Material Purchases - Fleming [3] $ (1,619,727)
Material Purchases - Core-Mark[3] (2,435,007)
Tax Disbursements - Cigarettes (488,736)
Tax Disbursements - Other (10,927)
Employee & Payroll (345,827)
Lease & Recurring Costs (95,169)
Other Operating Costs (257,973)
--------------------
ACTUAL CASH DISBURSEMENTS FROM OPERATIONS $ (5,253,365)
--------------------
CASH DISBURSEMENTS FROM NON-OPERATIONS:
DSD/Critical Vendor/PACA Payments [2] $ (100,217)
Capital Expenditures (2,216)
Restructuring & Professional Fees (65,019)
Interest & Financing (83,106)
Other Non-Operating Costs -
Debt Repayment [4] $ (364,283)
--------------------
ACTUAL CASH DISBURSEMENTS FROM NON-OPERATIONS $ (614,841)
--------------------
TOTAL ACTUAL DISBURSEMENTS $ (5,868,207)
--------------------
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT PERIOD
COLUMN)
TOTAL DISBURSEMENTS (292,076)
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 (292,076)
--------
Notes
[1] Weekly Receipts and Disbursements include Core-Mark's and Fleming's January
1 through January 31 receipts and disbursements. Week 1 contains only 1
business day.
[2] The January Monthly Operating report (including the period 4 through 11
plus November and December Monthly Operating Reports previously filed)
includes within the DSD/Critical Vendor/PACA Payments, among others, DSD
and PACA disbursements made to segregated escrow accounts for future
disbursement. The DSD and PACA escrow disbursements do not represent actual
DSD and PACA settlement disbursements made during the period, only those
funds set aside in escrow.
[3] All seven of the Core-Mark eastern divisions are included in the Core-Mark
amounts, although only three currently remain open.
[4] Senior Secured Bank Debt was paid down by approximately $39 million as
follows: $16 million reduction in revolver loans, $15 million reduction in
term loans, and $8 million set aside in restricted cash related to the
collateralization of prepetition letters of credit.
FORM MOR - 1A
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 01/01/04 - 01/31/04
CASH DISBURSEMENTS BY PETITIONING ENTITY [1]
(DOLLARS IN 000'S)
CUMULATIVE FILING TO
PETITIONING ENTITIES CASE NUMBER CURRENT PERIOD TOTAL DATE
- ---------------------------------------------------------------------------------------------
Core-Mark International, Inc. 03-10944 $ (164,510) $ (2,138,798)
Fleming Companies, Inc. 03-10945 (59,731) (2,501,453)
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 (34,549) (467,442)
Core-Mark Interrelated Companies, Inc. 03-10951 (8,440) (78,913)
C/M Products, Inc. 03-10952 -
Favar Concepts, Ltd. 03-10953 (667)
Fleming Foods Management Co., L.L.C. 03-10954 -
Fleming Foods of Texas, L.P. 03-10955 (113,199)
Fleming International, Ltd. 03-10956 (1,399)
Fleming Transportation Service, Inc. 03-10957 124
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 (6,252) (72,976)
Minter Weisman Co. 03-10964 (18,594) (224,109)
Piggly Wiggly Company 03-10965 (891)
Progressive Realty, Inc. 03-10966 (4)
Rainbow Food Group, Inc. 03-10967 (31,595)
Retail Investments, Inc. 03-10968 (165,252)
Retail Supermarkets, Inc. 03-10970 -
RFS Marketing Services, Inc. 03-10971 -
Richmar Foods, Inc. 03-10972 (71,566)
Dunigan Fuels, Inc. 03-10973 (67)
----------- -------------------- --------------------
TOTAL ACTUAL DISBURSEMENTS [2] [3] $ (292,076) $ (5,868,207)
----------- -------------------- --------------------
NOTES
[1] Employee and Payroll disbursements, per the Weekly Receipts and
Disbursements schedule, were paid $2.8 million to Fleming Companies, Inc.
and $13.2 million to Core-Mark International, Inc.
[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 1/01/04 - 1/31/04 for the Current Period and for 4/1/03 - 1/31/04 for
the Cumulative Filing to Date.
[4] Senior Secured Bank Debt was paid down by approximately $39 million as
follows: $16 million reduction in revolver loans, $15 million reduction in
term loans, and $8 million set aside in restricted cash related to the
collateralization of prepetition letters of credit.
FORM MOR - 1B
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BANK ACCOUNT INFORMATION
ACCOUNT
PETITIONING ENTITIES BANK NUMBER TYPE
- --------------------------------------------------------------------------------------------
Core-Mark International, Inc Bank Of Montreal 5691032070 Disbursement
Core-Mark International, Inc Bank Of Montreal 127881013601 Disbursement
Core-Mark International, Inc Bank Of Montreal 07600000313 Depository/Disbursement
Core-Mark International, Inc Bank Of Montreal 07601154963 Disbursement
Core-Mark International, Inc Bank Of Montreal 07601102397 Disbursement
Core-Mark International, Inc Bank Of Montreal 0004-1664-436 Disbursement
Core-Mark International, Inc Bank Of Montreal 07604601086 FX Swap Funding Acct
Core-Mark International, Inc JP Morgan 323252028 Depository
Core-Mark International, Inc JP Morgan Chase 9102775419 Disbursement
Core-Mark International, Inc JP Morgan Chase 9102775435 Disbursement
Core-Mark International, Inc JP Morgan Chase 9102775443 Disbursement
Core-Mark International, Inc JP Morgan Chase 9102775427 Disbursement
Core-Mark International, Inc JP Morgan Chase 601809668 Disbursement
Core-Mark International, Inc Scotia Bank 112390010715 Depository
Core-Mark International, Inc Scotia Bank 71480000914 Depository
Core-Mark International, Inc Scotia Bank 4052700104313 Depository
Core-Mark International, Inc Scotia Bank 714800001414 Depository
Core-Mark International, Inc Scotia Bank 714800011312 Depository
Core-Mark International, Inc Washington Trust Bank 1001823194 Depository
Core-Mark International, Inc Wells Fargo 4159287788 Depository
Core-Mark International, Inc Wells Fargo 4518099999 Depository
Core-Mark International, Inc Wells Fargo 4311848436 Depository
Core-Mark International, Inc Wells Fargo 4159555366 Depository
Core-Mark International, Inc Wells Fargo 4518100110 Depository
Core-Mark International, Inc Wells Fargo 4128523081 Depository
Core-Mark International, Inc Wells Fargo 4518100235 Depository
Core-Mark International, Inc Wells Fargo 4518100177 Depository
Core-Mark International, Inc Wells Fargo 4758355309 Depository
Core-Mark International, Inc Wells Fargo 4159688902 Depository
Core-Mark International, Inc Wells Fargo 4091220731 Depository
Core-Mark International, Inc Wells Fargo 4801900069 Depository
Core-Mark International, Inc Wells Fargo 4801908815 Depository
Core-Mark International, Inc Wells Fargo 4496851460 Depository
Core-Mark International, Inc Wells Fargo 4311848584 Disbursement
Core-Mark International, Inc Wells Fargo 4759613938 Disbursement
Core-Mark International, Inc Wells Fargo 4518110564 Disbursement
Core-Mark International, Inc Wells Fargo / Wachovia 540459849 Disbursement
Core-Mark International, Inc Wilson & Muir 7516436 Depository
Fleming Companies, Inc. Bank of America 8188812687 Depository
Fleming Companies, Inc. Bank of America 3751525666 Depository
Fleming Companies, Inc. Bank of America 3751508777 Depository
Fleming Companies, Inc. Bank of America 3751022745 Depository
Fleming Companies, Inc. Bank One 10148350 Disbursement
Fleming Companies, Inc. Fleet Non Union Health 1713312 Disbursement
Fleming Companies, Inc. JP Morgan 22426761 Disbursement
Fleming Companies, Inc. JP Morgan 88063623919 Depository
Fleming Companies, Inc. JP Morgan 8806363428 Depository
Fleming Companies, Inc. JP Morgan 323252842 Depository
Fleming Companies, Inc. JP Morgan 8806258339 Depository
Fleming Companies, Inc. JP Morgan 8806247712 Depository
Fleming Companies, Inc. JP Morgan 8806232185 Depository
Fleming Companies, Inc. JP Morgan 8806232227 Depository
Fleming Companies, Inc. JP Morgan 8806258271 Depository/Disbursement
Fleming Companies, Inc. JP Morgan 8806362958 Depository/Disbursement
Fleming Companies, Inc. JP Morgan 8806170047 Disbursement
Fleming Companies, Inc. JP Morgan 8805174594 Disbursement
Fleming Companies, Inc. JP Morgan 6300030353 Disbursement
Fleming Companies, Inc. JP Morgan 8805223029 Disbursement
Fleming Companies, Inc. JP Morgan 6300062117 Disbursement
Fleming Companies, Inc. JP Morgan 6300036160 Disbursement
Fleming Companies, Inc. JP Morgan 6300064998 Disbursement
Fleming Companies, Inc. Washington Mutual Bank 0673106722 Escrow
Fleming Companies, Inc. Washington Mutual Bank 374854494 Escrow
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
Retail Investment, Inc. JP Morgan 860900985 Depository/Disbursement
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BANK ACCOUNT INFORMATION
ACCOUNT
PETITIONING ENTITIES BANK NUMBER TYPE
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED)
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
FLEMING COMPANIES, INC. & SUBSIDIARIES [1][2][3] JANUARY 31, 2004
- ----------------------------------------------------------------------
NET SALES $ 313,446
COSTS AND EXPENSES:
Cost of sales (304,594)
Selling and administrative (13,138)
Reorganization items, net (2,212)
Interest expense (192)
Interest income and other 263
Impairment/restructuring charges (196)
Litigation charges
----------------
TOTAL COSTS AND EXPENSES (320,069)
----------------
Income/(Loss) before income taxes (6,623)
Taxes on income/(loss) -
----------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (6,623)
----------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes (22,249)
Taxes on income/(loss) -
----------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (22,249)
----------------
NET INCOME/(LOSS) $ (28,872)
----------------
NOTES
[1] Excludes ABCO Markets, Inc., ABCO Realty Corp., ASI Office Automation,
Inc., C/M Products, Inc., Fleming Foods Management Co., L.L.C., Fleming
Supermarkets of Florida, Inc., 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. In addition, no individual Statement of Operations have been
provided for these legal entities in the Monthly Operating Report.
[2] Certain expenses are recorded each period using estimates, then reviewed
and adjusted at the end of a quarter (i.e., self-insurance reserves,
allowance for bad debts, etc.).
[3] Continuing Operations as of January 2004 includes only the convenience
business (or Core-Mark, including the Fleming 7). All other businesses have
been reclassified as Discontinued Operations as required by SFAS 146.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
ABCO FOOD GROUP, INC. JANUARY 31, 2004
- ----------------------------------------------------------------------
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) $ -
----------------
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
CORE-MARK INTERNATIONAL, INC. JANUARY 31, 2004
- -----------------------------------------------------------------------
NET SALES $ 224,184
COSTS AND EXPENSES:
Cost of sales (217,650)
Selling and administrative (6,087)
Reorganization items, net (2,211)
Interest expense (192)
Interest income and other 259
Impairment/restructuring charges -
Litigation charges -
------------------
TOTAL COSTS AND EXPENSES (225,882)
------------------
Income/(Loss) before income taxes (1,698)
Taxes on income/(loss) -
------------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (1,698)
------------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss) -
------------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
------------------
NET INCOME/(LOSS) $ (1,698)
------------------
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
CORE-MARK INTERRELATED COMPANIES, INC. JANUARY 31, 2004
- ----------------------------------------------------------------------
NET SALES $ 7,186
COSTS AND EXPENSES:
Cost of sales (6,814)
Selling and administrative (127)
Reorganization items, net -
Interest expense -
Interest income and other 0
Impairment/restructuring charges -
Litigation charges -
-----------------
TOTAL COSTS AND EXPENSES (6,941)
-----------------
Income/(Loss) before income taxes 244
Taxes on income/(loss) -
-----------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 244
-----------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss) -
-----------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
-----------------
NET INCOME/(LOSS) $ 244
-----------------
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
CORE-MARK MID-CONTINENT, INC. JANUARY 31, 2004
- ------------------------------------------------------------------
NET SALES $ 40,591
COSTS AND EXPENSES:
Cost of sales (39,374)
Selling and administrative (917)
Reorganization items, net -
Interest expense -
Interest income and other 1
Impairment/restructuring charges -
Litigation charges -
-----------------
TOTAL COSTS AND EXPENSES (40,290)
-----------------
Income/(Loss) before income taxes 301
Taxes on income/(loss) -
-----------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS 301
-----------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss) -
-----------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
-----------------
NET INCOME/(LOSS) $ 301
-----------------
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
DUNIGAN FUELS, INC. JANUARY 31, 2004
- -------------------------------------------------------------------------
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)
Taxes on income/(loss) -
---------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (2)
---------
NET INCOME/(LOSS) $ (2)
---------
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
FAVAR CONCEPTS, LTD JANUARY 31, 2004
------------------- ----------------
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 (0)
Taxes on income/(loss) -
-----------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (0)
-----------------
NET INCOME/(LOSS) $ (0)
-----------------
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
FLEMING COMPANIES, INC. JANUARY 31, 2004
----------------------- ----------------
NET SALES $ 13,333
COSTS AND EXPENSES:
Cost of sales (13,279)
Selling and administrative (4,203)
Reorganization items, net (1)
Interest expense -
Interest income and other 0
Impairment/restructuring charges (376)
Litigation charges -
-----------------
TOTAL COSTS AND EXPENSES (17,858)
-----------------
Income/(Loss) before income taxes (4,525)
Taxes on income/(loss) -
-----------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (4,525)
-----------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes (22,089)
Taxes on income/(loss) -
-----------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (22,089)
-----------------
NET INCOME/(LOSS) $ (26,613)
-----------------
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
FLEMING FOODS OF TEXAS, L.P. JANUARY 31, 2004
---------------------------- ----------------
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 7
Taxes on income/(loss) -
-----------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 7
-----------------
NET INCOME/(LOSS) $ 7
-----------------
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
FLEMING INTERNATIONAL, LTD JANUARY 31, 2004
-------------------------- ----------------
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) $ -
-----------------
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
FLEMING TRANSPORTATION SERVICES, INC. JANUARY 31, 2004
------------------------------------- ----------------
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 16
Taxes on income/(loss) -
-----------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 16
-----------------
NET INCOME/(LOSS) $ 16
-----------------
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
HEAD DISTRIBUTING COMPANY JANUARY 31, 2004
------------------------- ----------------
NET SALES $ 6,779
COSTS AND EXPENSES:
Cost of sales (6,539)
Selling and administrative (826)
Reorganization items, net (1)
Interest expense -
Interest income and other 0
Impairment/restructuring charges 180
Litigation charges -
-----------------
TOTAL COSTS AND EXPENSES (7,186)
-----------------
Income/(Loss) before income taxes (407)
Taxes on income/(loss) -
-----------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (407)
-----------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss) -
-----------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
-----------------
NET INCOME/(LOSS) $ (407)
-----------------
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
MINTER-WEISMAN CO. JANUARY 31, 2004
------------------ ----------------
NET SALES $ 21,373
COSTS AND EXPENSES:
Cost of sales (20,937)
Selling and administrative (978)
Reorganization items, net -
Interest expense -
Interest income and other 4
Impairment/restructuring charges -
Litigation charges -
-----------------
TOTAL COSTS AND EXPENSES (21,912)
-----------------
Income/(Loss) before income taxes (539)
Taxes on income/(loss) -
-----------------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (539)
-----------------
DISCONTINUED OPERATIONS:
Income/(Loss) before income taxes -
Taxes on income/(loss) -
-----------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -
-----------------
NET INCOME/(LOSS) $ (539)
-----------------
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
PIGGLY WIGGLY COMPANY JANUARY 31, 2004
--------------------- ----------------
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 (8)
Taxes on income/(loss) -
-----------------
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (8)
-----------------
NET INCOME/(LOSS) $ (8)
-----------------
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
PROGRESSIVE REALTY, INC. JANUARY 31, 2004
------------------------ ----------------
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) $ -
-----------------
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for
all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
RAINBOW FOOD GROUP, INC. JANUARY 31, 2004
------------------------- ----------------
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 29
Taxes on income/(loss) -
---
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 29
---
NET INCOME/(LOSS) $29
---
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations
for all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
RETAIL INVESTMENTS, INC. JANUARY 31, 2004
------------------------ -----------------
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
Taxes on income/(loss) -
---
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 10
---
NET INCOME/(LOSS) $10
---
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations
for all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
RFS MARKETING SERVICES, INC. JANUARY 31, 2004
---------------------------- -----------------
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) $ -
---
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations
for all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
STATEMENT OF OPERATIONS (UNAUDITED) [1]
(DOLLARS IN 000'S)
JANUARY 1, 2004 -
RICHMAR FOODS, INC. JANUARY 31, 2004
------------------- ------------------
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 (212)
Taxes on income/(loss) -
-----
INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (212)
-----
NET INCOME/(LOSS) $(212)
-----
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations
for all financial statement footnotes.
FORM MOR - 2
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED)
(DOLLARS IN 000'S)
AS OF
FLEMING COMPANIES, INC. & SUBSIDIARIES [1] JANUARY 31, 2004
------------------------------------------ ----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents [12] $ 381,925
Receivables, net [2] 467,466
Inventories 150,084
Assets held for sale [3] 4,667
Other current assets 33,160
-----------
TOTAL CURRENT ASSETS 1,037,302
-----------
Investments and notes receivable, net 523
Investment in direct financing leases -
-----------
Net property and equipment 37,703
-----------
Other assets 45,004
-----------
TOTAL ASSETS $ 1,120,532
-----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable [2] $ 205,300
Liabilities held for sale [3] -
Other current liabilities 51,215
-----------
TOTAL CURRENT LIABILITIES 256,515
-----------
Long-term debt -
Long-term obligations under capital leases -
Other liabilities 6,983
Liabilities subject to compromise [4] [5] 2,396,289
Net intercompany due to (from) [6] (8,254)
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share 136,221
Capital in excess of par value 710,623
Reinvested earnings (deficit) (2,364,170)
Accumulated other comprehensive income:
Additional minimum pension liability [11] (15,663)
Cumulative foreign currency translation adjustment 1,989
-----------
TOTAL SHAREHOLDERS' EQUITY $(1,531,001)
-----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,120,532
-----------
FORM MOR - 3
LIABILITIES SUBJECT TO COMPROMISE [4] [5]
Debt and notes payable [7] [8] $1,605,760
Accounts payable [9] [13] 474,538
Closed store reserves [10] 48,719
Other liabilities [9] [14] 137,722
Pension obligation [11] [15] 113,354
Taxes payable [9] [16] 16,196
----------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $2,396,289
GENERAL
[1] Excludes ABCO Markets, Inc., ABCO Realty Corp., ASI Office Automation,
Inc., C/M Products, Inc., Fleming Foods Management Co., L.L.C., Fleming
Supermarkets of Florida, Inc., Food 4 Less Beverage Company, Inc.,
FuelServ, Inc., General Acceptance Corporation, Marquise Ventures Company,
Inc. and Retail Supermarkets, Inc. as these entities had no ending balances
as of period close. In addition, no individual Balance Sheets have been
provided for these entities in the Monthly Operating Report.
[2] The accounts receivable balance as of January 31, 2004 includes accounts
due from customers as well as vendor deductions for PRADS, military,
advertising and other vendor related deductions. The Company continues to
reconcile such information and additional adjustments are expected in
future periods. No amount has currently been reserved for receivables from
vendors. Fleming continues to evaluate the recoverability of its customer
accounts receivable.
[3] Continuing Operations as of January 31, 2004 includes only the convenience
business. Assets of all business 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. The Company continues to reconcile its
liabilities subject to compromise and anticipates additional adjustments
will be made in future periods.
[5] The Company may have paid certain prepetition liabilities. Not all payments
made related to prepetition debts are reflected in the Liabilities Subject
to Compromise. As a result, the Liabilities Subject to Compromise may be
overstated.
[6] 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.
[7] The senior notes, convertible 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. balance sheet.
FLEMING ENTITIES
[8] Debt and notes payable includes bonds, revolver and term Loan and related
accrued interest. The amounts are January balances.
[9] Accounts payable includes trade payables and accrued expenses. Retailer
incentives (previously in accounts payable) have been reclassified to
accounts receivable. Other liabilities includes accrued compensation,
accrued severance, union pension withdrawal liabilities, other current
liabilities, deferred income, and other long-term liabilities. Taxes
payable includes income taxes and taxes other than income. Cigarette taxes
payable is included in accounts payable. The balances for these accounts
resulted from an ongoing review of these accounts. The Company continues to
reconcile these accounts and additional adjustments are expected in future
periods. See also footnote 2 above.
[10] Closed store reserves are January balances.
[11] Pension obligation is a January balance. Effective January 1, 2004, the
Fleming Consolidated Pension Plan was transferred to the Pension Benefit
Guarantee Corporation (PBGC). This resulted in a reversal of the related
additional minimum pension liability adjustment, which reduced the pension
accrual in Liabilities Subject to Compromise and reduced the Additional
Minimum Pension Liability in Accumulated Other Comprehensive Income in the
equity section. The liability subject to compromise relating to this plan
on the balance sheet is approximately $55 million whereas the current
claims by the PBGC total in excess of $300 million. The Company and its
actuaries are currently in negotiations with the PBGC regarding the
settlement of these claims.
[12] Cash and cash equivalents includes restricted cash related to the
collateralization of prepetition letters of credit totaling approximately
$75 million.
CORE-MARK ENTITIES
[13] Accounts payable includes trade payables and accrued expenses. Accounts
payable represents a review of the accounts payable trial balance. See also
footnote 2 above.
[14] Other liabilities, which include accrued compensation, other current
liabilities and other long-term liabilities, represent a review of the
applicable balance sheet account.
[15] Pension obligation is a January balance.
[16] Taxes payable includes income taxes and taxes other than income. Income tax
liability and taxes other than income represent a review of the applicable
balance sheet accounts. Cigarette taxes payable is included in accounts
payable.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
ABCO FOOD GROUP, INC. JANUARY 31, 2004
--------------------- ----------------
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 -
-------
TOTAL ASSETS $ 3
-------
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 1,300
Net intercompany due to (from) (1,297)
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
-------
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable 1,300
Closed store reserves -
Other liabilities -
Pension obligation -
Taxes payable -
-------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,300
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03 - 10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
CORE-MARK INTERNATIONAL, INC. JANUARY 31, 2004
----------------------------- ----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 55,820
Receivables, net 142,050
Inventories 96,607
Assets held for sale -
Other current assets 24,877
--------
TOTAL CURRENT ASSETS 319,352
--------
Investments and notes receivable, net -
Investment in direct financing leases -
--------
Net property and equipment 19,157
--------
Other assets 36,507
--------
TOTAL ASSETS $375,016
--------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 94,313
Liabilities held for sale -
Other current liabilities 10,676
--------
TOTAL CURRENT LIABILITIES 104,989
--------
Long-term debt -
Long-term obligations under capital leases -
Other liabilities 6,026
Liabilities subject to compromise 86,170
Net intercompany due to (from) 177,831
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 $375,016
--------
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable 79,772
Closed store reserves -
Other liabilities -
Pension obligation 4,270
Taxes payable 2,128
--------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 86,170
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03 - 10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
CORE-MARK INTERRELATED COMPANIES, INC. JANUARY 31, 2004
------------------------------------- ----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ -
Receivables, net 2,496
Inventories 8,304
Assets held for sale -
Other current assets 48
-------
TOTAL CURRENT ASSETS 10,848
-------
Investments and notes receivable, net -
Investment in direct financing leases -
-------
Net property and equipment 313
-------
Other assets -
-------
TOTAL ASSETS $11,161
-------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,528
Liabilities held for sale -
Other current liabilities -
-------
TOTAL CURRENT LIABILITIES 1,528
-------
Long-term debt -
Long-term obligations under capital leases -
Other liabilities -
Liabilities subject to compromise 5,210
Net intercompany due to (from) 4,422
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 $11,161
-------
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable 5,210
Closed store reserves -
Other liabilities -
Pension obligation -
Taxes payable -
-------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 5,210
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03 - 10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
CORE-MARK MID-CONTINENT, INC. JANUARY 31, 2004
----------------------------- ----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ -
Receivables, net 22,950
Inventories 19,457
Assets held for sale -
Other current assets 2,888
-------
TOTAL CURRENT ASSETS 45,294
-------
Investments and notes receivable, net -
Investment in direct financing leases -
-------
Net property and equipment 11,408
-------
Other assets 1,369
-------
TOTAL ASSETS $58,071
-------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 5,458
Liabilities held for sale -
Other current liabilities 15
-------
TOTAL CURRENT LIABILITIES 5,473
-------
Long-term debt -
Long-term obligations under capital leases -
Other liabilities -
Liabilities subject to compromise 5,816
Net intercompany due to (from) 46,781
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 $58,071
-------
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable 5,816
Closed store reserves -
Other liabilities -
Pension obligation -
Taxes payable -
-------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 5,816
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
DUNIGAN FUELS, INC. JANUARY 31, 2004
------------------- ----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ -
Receivables, net 2,720
Inventories -
Assets held for sale -
Other current assets -
-------
TOTAL CURRENT ASSETS 2,720
-------
Investments and notes receivable, net -
Investment in direct financing leases -
-------
Net property and equipment -
-------
Other assets -
-------
TOTAL ASSETS $ 2,720
-------
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 172
Liabilities subject to compromise 8,569
Net intercompany due to (from) (6,021)
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 $ 2,720
-------
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable 8,569
Closed store reserves -
Other liabilities -
Pension obligation -
Taxes payable -
-------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 8,569
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
FAVAR CONCEPTS, LTD JANUARY 31, 2004
------------------- ----------------
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 $ 0
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 555
Net intercompany due to (from) (552)
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share -
Capital in excess of par value -
Reinvested earnings (deficit) -
Accumulated other comprehensive income:
Additional minimum pension liability -
Cumulative foreign currency translation adjustment -
-----
TOTAL SHAREHOLDERS' EQUITY $ -
-----
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 0
-----
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable 555
Closed store reserves -
Other liabilities -
Pension obligation -
Taxes payable -
-----
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 555
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
FLEMING COMPANIES, INC. JANUARY 31, 2004
----------------------- ----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents [3] $ 325,194
Receivables, net 235,149
Inventories 7,351
Assets held for sale 4,332
Other current assets 2,448
-----------
TOTAL CURRENT ASSETS 574,473
-----------
Investments and notes receivable, net 523
Investment in direct financing leases -
-----------
Net property and equipment 2,940
-----------
Other assets 6,528
-----------
TOTAL ASSETS $ 584,464
-----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 92,260
Liabilities held for sale -
Other current liabilities 38,301
-----------
TOTAL CURRENT LIABILITIES 130,561
-----------
Long-term debt -
Long-term obligations under capital leases -
Other liabilities 785
Liabilities subject to compromise 2,232,603
Net intercompany due to (from) (248,484)
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share 136,221
Capital in excess of par value 710,623
Reinvested earnings (deficit) (2,364,170)
Accumulated other comprehensive income: -
Additional minimum pension liability [2] (15,663)
Cumulative foreign currency translation adjustment 1,989
-----------
TOTAL SHAREHOLDERS' EQUITY $(1,531,001)
-----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 584,464
-----------
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ 1,605,760
Accounts payable 320,919
Closed store reserves 48,719
Other liabilities 135,303
Pension obligation [2] 109,084
Taxes payable 12,819
-----------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 2,232,603
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
[2] Effective January 1, 2004, the Fleming Consolidated Pension Plan was
transferred to the Pension Benefit Guarantee Corporation (PBGC). This
resulted in a reversal of the related additional minimum pension liability
adjustment, which reduced the pension accrual in Liabilities Subject to
Compromise and reduced the Additional Minimum Pension Liability in
Accumulated Other Comprehensive Income in the equity section. The liability
subject to compromise relating to this plan on the balance sheet is
approximately $55 million whereas the current claims by the PBGC total in
excess of $300 million. The Company and its actuaries are currently in
negotiations with the PBGC regarding the settlement of these claims.
[3] Cash and cash equivalents includes restricted cash related to the
collateralization of prepetition letters of credit totaling approximately
$75 million.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
FLEMING FOODS OF TEXAS, L.P. JANUARY 31, 2004
---------------------------- ----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ -
Receivables, net 26,942
Inventories -
Assets held for sale -
Other current assets 490
-------
TOTAL CURRENT ASSETS 27,432
-------
Investments and notes receivable, net -
Investment in direct financing leases -
-------
Net property and equipment -
-------
Other assets 4
-------
TOTAL ASSETS $27,436
-------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 5
Liabilities held for sale -
Other current liabilities 98
-------
TOTAL CURRENT LIABILITIES 103
-------
Long-term debt -
Long-term obligations under capital leases -
Other liabilities -
Liabilities subject to compromise 13,984
Net intercompany due to (from) 13,348
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 $27,436
-------
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable 12,429
Closed store reserves -
Other liabilities 305
Pension obligation -
Taxes payable 1,250
-------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $13,984
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
FLEMING INTERNATIONAL, LTD JANUARY 31, 2004
-------------------------- ----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ -
Receivables, net 190
Inventories -
Assets held for sale -
Other current assets -
----
TOTAL CURRENT ASSETS 190
----
Investments and notes receivable, net -
Investment in direct financing leases -
----
Net property and equipment -
----
Other assets -
----
TOTAL ASSETS $190
----
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) 190
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 $190
----
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable -
Closed store reserves -
Other liabilities -
Pension obligation -
Taxes payable -
----
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ -
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
FLEMING TRANSPORTATION SERVICES, INC. JANUARY 31, 2004
------------------------------------- ----------------
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 $ 7
Liabilities held for sale -
Other current liabilities -
-----
TOTAL CURRENT LIABILITIES 7
-----
Long-term debt -
Long-term obligations under capital leases -
Other liabilities -
Liabilities subject to compromise 252
Net intercompany due to (from) (259)
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value per share -
Capital in excess of par value -
Reinvested earnings (deficit) -
Accumulated other comprehensive income:
Additional minimum pension liability -
Cumulative foreign currency translation adjustment -
-----
TOTAL SHAREHOLDERS' EQUITY $ -
-----
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ (0)
-----
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable 252
Closed store reserves -
Other liabilities -
Pension obligation -
Taxes payable -
-----
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 252
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
HEAD DISTRIBUTING COMPANY JANUARY 31, 2004
------------------------- ----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 482
Receivables, net 9,944
Inventories 5,539
Assets held for sale 335
Other current assets (99)
--------
TOTAL CURRENT ASSETS 16,201
--------
Investments and notes receivable, net -
Investment in direct financing leases -
--------
Net property and equipment 1,602
--------
Other assets 455
--------
TOTAL ASSETS $ 18,259
--------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 4,325
Liabilities held for sale -
Other current liabilities 140
--------
TOTAL CURRENT LIABILITIES 4,465
--------
Long-term debt -
Long-term obligations under capital leases -
Other liabilities -
Liabilities subject to compromise 6,689
Net intercompany due to (from) 7,104
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 $ 18,259
--------
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable 6,689
Closed store reserves -
Other liabilities -
Pension obligation -
Taxes payable -
--------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 6,689
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
MINTER-WEISMAN CO. JANUARY 31, 2004
----------------- ----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 429
Receivables, net 11,095
Inventories 12,827
Assets held for sale -
Other current assets 1,436
-------
TOTAL CURRENT ASSETS 25,787
-------
Investments and notes receivable, net -
Investment in direct financing leases -
-------
Net property and equipment 2,283
-------
Other assets 31
-------
TOTAL ASSETS $28,101
-------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 5,482
Liabilities held for sale -
Other current liabilities 67
-------
TOTAL CURRENT LIABILITIES 5,549
-------
Long-term debt -
Long-term obligations under capital leases -
Other liabilities -
Liabilities subject to compromise 5,467
Net intercompany due to (from) 17,084
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 $28,101
-------
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable 5,467
Closed store reserves -
Other liabilities -
Pension obligation -
Taxes payable -
-------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 5,467
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
PIGGLY WIGGLY COMPANY JANUARY 31, 2004
--------------------- ----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ -
Receivables, net 461
Inventories -
Assets held for sale -
Other current assets -
-----
TOTAL CURRENT ASSETS 461
-----
Investments and notes receivable, net -
Investment in direct financing leases -
-----
Net property and equipment -
-----
Other assets -
-----
TOTAL ASSETS $ 461
-----
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 149
Liabilities held for sale -
Other current liabilities -
-----
TOTAL CURRENT LIABILITIES 149
-----
Long-term debt -
Long-term obligations under capital leases -
Other liabilities -
Liabilities subject to compromise 319
Net intercompany due to (from) (8)
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 $ 461
-----
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable 319
Closed store reserves -
Other liabilities -
Pension obligation -
Taxes payable -
-----
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 319
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
PROGRESSIVE REALTY, INC. JANUARY 31, 2004
------------------------ ----------------
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 $ -
Liabilities held for sale -
Other current liabilities 301
-----
TOTAL CURRENT LIABILITIES 301
-----
Long-term debt -
Long-term obligations under capital leases -
Other liabilities -
Liabilities subject to compromise 9
Net intercompany due to (from) (311)
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
Debt and notes payable $ -
Accounts payable 9
Closed store reserves -
Other liabilities -
Pension obligation -
Taxes payable -
-----
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 9
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
RAINBOW FOOD GROUP, INC. JANUARY 31, 2004
------------------------ ----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ -
Receivables, net 4,947
Inventories -
Assets held for sale -
Other current assets 23
--------
TOTAL CURRENT ASSETS 4,970
--------
Investments and notes receivable, net -
Investment in direct financing leases -
--------
Net property and equipment -
--------
Other assets 79
--------
TOTAL ASSETS $ 5,049
--------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 680
Liabilities held for sale -
Other current liabilities 43
--------
TOTAL CURRENT LIABILITIES 723
--------
Long-term debt -
Long-term obligations under capital leases -
Other liabilities -
Liabilities subject to compromise 19,833
Net intercompany due to (from) (15,507)
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 $ 5,049
--------
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable 19,833
Closed store reserves -
Other liabilities -
Pension obligation -
Taxes payable -
--------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 19,833
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
RETAIL INVESTMENTS, INC. JANUARY 31, 2004
----------------------- ----------------
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 -
---
TOTAL ASSETS $(3)
---
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $(0)
Liabilities held for sale -
Other current liabilities -
---
TOTAL CURRENT LIABILITIES (0)
---
Long-term debt -
Long-term obligations under capital leases -
Other liabilities -
Liabilities subject to compromise -
Net intercompany due to (from) (3)
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)
---
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable -
Closed store reserves -
Other liabilities -
Pension obligation -
Taxes payable -
---
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ -
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
RFS MARKETING SERVICES, INC. JANUARY 31, 2004
---------------------------- ----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ -
Receivables, net -
Inventories -
Assets held for sale -
Other current assets 1
---
TOTAL CURRENT ASSETS 1
---
Investments and notes receivable, net -
Investment in direct financing leases -
---
Net property and equipment -
---
Other assets 31
---
TOTAL ASSETS $32
---
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $11
Liabilities held for sale -
Other current liabilities 10
---
TOTAL CURRENT LIABILITIES 21
---
Long-term debt -
Long-term obligations under capital leases -
Other liabilities -
Liabilities subject to compromise -
Net intercompany due to (from) 10
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 $32
---
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable -
Closed store reserves -
Other liabilities -
Pension obligation -
Taxes payable -
---
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ -
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
BALANCE SHEET (UNAUDITED) [1]
(DOLLARS IN 000'S)
AS OF
RICHMAR FOODS, INC. JANUARY 31, 2004
------------------- ----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ -
Receivables, net 8,523
Inventories -
Assets held for sale -
Other current assets 1,050
-------
TOTAL CURRENT ASSETS 9,573
-------
Investments and notes receivable, net -
Investment in direct financing leases -
-------
Net property and equipment -
-------
Other assets -
-------
TOTAL ASSETS $ 9,573
-------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,079
Liabilities held for sale -
Other current liabilities 1,567
-------
TOTAL CURRENT LIABILITIES 2,647
-------
Long-term debt -
Long-term obligations under capital leases -
Other liabilities -
Liabilities subject to compromise 9,511
Net intercompany due to (from) (2,585)
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 $ 9,573
-------
LIABILITIES SUBJECT TO COMPROMISE
Debt and notes payable $ -
Accounts payable 7,396
Closed store reserves -
Other liabilities 2,115
Pension obligation -
Taxes payable -
-------
TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 9,511
NOTES
[1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all
financial statement footnotes.
FORM MOR - 3
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
(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.
BEGINNING AMOUNT ENDING
TAX WITHHELD OR AMOUNT TAX
FLEMING[9] LIABILITY ACCRUED PAID [9] LIABILITY
- ---------- --------- ----------- -------- ---------
FEDERAL
Payroll Taxes [1] $ - $ - $ - $ -
Income [10] $ 37 - 164 201
TOTAL FEDERAL TAXES $ 37 $ - $ 164 $ 201
STATE AND LOCAL
Payroll Taxes [1] $ - $ - $ - $ -
Sales [2] $ 1,020 - (49) 971
Excise [2] $ - - - -
Real & Personal Property [3] $ 2,441 - - 2,441
Cigarette & Tobacco [4] $ - - - -
Franchise [2] $ 456 - (45) 411
Total State and Local $ 3,917 $ - $ (94) $ 3,823
--------- ------- ---------- ---------
TOTAL TAXES $ 3,954 $ - $ 70 $ 4,024
--------- ------- ---------- ---------
BEGINNING AMOUNT ENDING
TAX WITHHELD OR AMOUNT TAX
CORE-MARK[9] LIABILITY ACCRUED PAID LIABILITY
- ------------ --------- ----------- -------- ---------
FEDERAL
Payroll Taxes [1] $ (851) $ 5,181 $ (3,021) $ 1,309
Income [10] $ 237 - - 237
TOTAL FEDERAL TAXES $ (614) $ 5,181 $ (3,021) $ 1,546
STATE AND LOCAL
Payroll Taxes [1] $ (159) $ 745 $ (400) $ 186
Sales $ 12 26 (27) 11
Excise $ 226 164 (91) 299
Real & Personal Property [3] $ 640 125 (8) 757
Cigarette & Tobacco $ 49,505 71,777 (90,832) 30,450
Other: GST [5] $ 1,800 1,932 - 3,732
Other: Spokane & Portland B&O Tax [6] $ 110 58 (116) 52
Total State and Local $ 52,134 $ 74,827 $ (91,474) $ 35,487
--------- --------- ---------- ---------
Total Taxes $ 51,520 $ 80,008 $ (94,495) $ 37,034
--------- --------- ---------- ---------
SUMMARY OF UNPAID POSTPETITION DEBTS
FLEMING ACCOUNTS PAYABLE AGING (IN THOUSANDS) AMOUNT
- --------------------------------------------- --------
Current $ -
0 - 30 days [7] 94,193
31 - 60 days -
61 - 90 days -
91+ days -
--------
Total Accounts Payable [8] $ 94,193
--------
CORE-MARK ACCOUNTS PAYABLE AGING (IN THOUSANDS) Amount
- --------------------------------------------- ---------
Current $ -
0 - 30 days [7] 111,107
31 - 60 days -
61 - 90 days -
91+ days -
---------
Total Accounts Payable [8] $ 111,107
---------
EXPLAIN HOW AND WHEN THE DEBTOR INTENDS TO PAY ANY PAST-DUE POSTPETITION DEBTS.
Fleming Companies, Inc. and its related subsidiaries do not have material past
due postpetition debts. However, those debts that are past due will be paid
through the ordinary course of business. Further, Fleming Companies, Inc.
anticipates it will incur certain contract cure costs related to those contracts
assigned to C&S Wholesale Grocers, Inc. as a result of the sale of Fleming
Companies, Inc.'s wholesale grocery operations.
NOTES
- -----
[1] Payroll taxes include all employer and employee payroll related items
withheld and accrued.
[2] Sales, Excise and Franchise postpetition taxes are calculated by adding
to the December balance the net accrual increase/decrease in the period
ending January 31st.
[3] Fleming's postpetition real and personal property taxes include 275/365
of 2003 (April 2003 through December 2003) taxes and 2004 taxes.
Additionally, Core-Mark's real and personal property taxes excludes
Plymouth as it is included in Fleming. All other Eastern divisions are
included in Core-Mark.
[4] There is no longer an accrual or expense related to cigarette and
tobacco taxes as all the applicable Fleming entities have been closed
or sold.
[5] GST refers to Canadian Goods and Service Taxes.
[6] B&O tax refers to Business and Occupational taxes for Spokane and
Portland only.
[7] Fleming and Core-Mark were unable to provide an Accounts Payable Aging.
Therefore, Accounts Payable is shown as 30 days old. Core-Mark's aging
includes Head and Minter-Weisman and Fleming's includes the four
convenience divisions that are part of Fleming Companies, Inc.
[8] Accounts Payable per the Balance Sheet includes trade accounts payable
and other accrued expenses. See footnote [2] on Form MOR-5.
[9] Amount Paid represents amounts paid, amounts received and other
adjustments during the period.
[10] The Federal Income Tax category includes balances and activity for both
Federal and State.
FORM MOR - 4
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
(DOLLARS IN 000'S)
ACCOUNTS RECEIVABLE AGINGS
FLEMING ACCOUNTS RECEIVABLE AGING [1] [2] AMOUNT
- ----------------------------------------- ---------
Not Due $ 9,949
Current 5,119
1 - 7 days old 724
8 - 14 days old 724
15 - 21 days old 724
+ Over 21 days 341,211
Credits Over 21 days [7] -
Total Accounts Receivable $ 358,451
Amount considered uncollectible (Bad Debt) [3] (79,520)
Accounts Receivable (Net) $ 278,931
CORE-MARK ACCOUNTS RECEIVABLE AGING [1] [4] AMOUNT
- ------------------------------------------- ---------
Current $ 170,758
1 - 30 days old 14,400
31 - 45 days old 974
40 - 60 days old 544
61 - 90 days old 650
91 - 120 days old 52
+ Over 120 days 5,226
Total Accounts Receivable $ 192,604
Amount considered uncollectible (Bad Debt) [3] (4,069)
Accounts Receivable (Net) $ 188,535
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? X
If yes, provide an explanation below.[5]
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? X
If yes, provide an explanation below.
3. Have all postpetition tax returns been timely filed? If no, provide an explanation below. [7] X
4. Are workers compensation, general liability and other necessary insurance coverages in effect? X
If no, provide an explanation below.
NOTES
- -----
[1] Of the Core-Mark's 7 Eastern divisions ("Fleming 7"), Core-Mark's
accounts receivable aging includes Head and Minter-Weisman and
Fleming's accounts receivable aging includes the four convenience
divisions that are part of Fleming Companies, Inc. Four of the seven
divisions were closed in 2003. In cases where detail accounts
receivable amounts are not available, the amount is allocated to the
aging brackets based on each brackets percentage of the total aged
accounts receivable amount.
[2] In addition to the aging of customer accounts receivable, a large
portion of the Fleming receivable balance is from reclassifying vendor
deductions from accounts payable, which has been listed as over 21
days. No amount has currently been reserved for these receivables from
vendors. Also included in accounts receivable are royalties related to
the sale of the wholesale business, which have been listed as "not
due".
[3] Amount considered uncollectible (Bad Debt) is per the general ledger
for all entities as of January 31, 2004.
[4] Core-Mark's Accounts Receivable data is for Core-Mark's month ended
January 31, 2004. Further, Core-Mark's Accounts Receivable Aging total
differed from the general ledger total due to timing differences and
adjustments, including reclassifying vendor deductions from accounts
payable. The receivable balance not supported by an aging was listed as
current. No amount has currently been reserved for receivables from
vendors.
[5] During the month of January, Fleming sold stock held as an investment
and other miscellaneous assets totaling approximately $513 thousand.
[6] Due to changes in the operating system, the dollar amount of credits
that are included in the total aged accounts receivable balance is not
available.
[7] The 2003 Annual Nebraska Sales Tax Return, for the LaCrosse product
supply center, was not timely filed, but will be filed in March 2004.
FORM MOR-5
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: 1/01/04 - 1/31/04
If additional information is required for the current or any future Monthly
Operating Reports, please send the request to Rebecca A. Roof at Fleming
Companies (1945 Lakepointe Dr.; Lewisville, TX 75057).
Ernst & Young LLP 2121 San Jacinto Street, Suite 1500 Dallas Office
Dallas TX 75201 Phone (214) 969-8000
Facsimile (214) 969-9770
FLEMING COMPANIES, INC. ET AL.
CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED)
REPORTING PERIOD: JANUARY 1, 2004 TO JANUARY 31, 2004
TAX AFFIDAVIT
By order of this Court dated May 6, 2003, Ernst & Young (E&Y) has been retained
to provide certain tax services to the Debtors (the "Tax Services"). E&Y
provided the Tax Services pursuant to the terms and conditions set forth in the
engagement letter attached hereto as Ex. A which was allowed under the May 6,
2003 Bankruptcy Court Order of E&Y retention. Pursuant to this retention order,
E&Y assists the Debtor with the following tax services 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 party
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
system and procedures.
During the reporting period, the following returns were not timely filed due to
incomplete information and/or inability for accounts payable to print checks
needed to remit with the return at the time the returns were due.
These returns have subsequently been filed with the appropriate jurisdictions.
2003 Annual Nebraska Sales Tax Return--LaCrosse PSC Division. Original due date
January 15, 2004.
To the best of my knowledge, E&Y has completed the above mentioned 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.
March 5, 2004 /s/ Lisa P. Shield
- ------------- ---------------------------------
Date Lisa P. Shield, Partner