-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CWpA/DQ1JOnq0Xy8YE/qMDsaII/1jAONN9ADmF4Jq3fdGr3s1lue+HayZBcb26+Z peE+jMHK8B4C1AaoboZeJQ== 0000950134-03-014287.txt : 20031103 0000950134-03-014287.hdr.sgml : 20031103 20031103060343 ACCESSION NUMBER: 0000950134-03-014287 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20030814 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING COMPANIES INC /OK/ CENTRAL INDEX KEY: 0000352949 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 480222760 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08140 FILM NUMBER: 03971335 BUSINESS ADDRESS: STREET 1: 1945 LAKEPOINTE DRIVE CITY: LEWISVILLE STATE: TX ZIP: 73126 BUSINESS PHONE: 4058407200 MAIL ADDRESS: STREET 1: 1945 LAKEPOINT DRIVE CITY: LEWISVILLE STATE: TX ZIP: 75057 8-K 1 d10044e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 14, 2003 --------------- FLEMING COMPANIES, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Oklahoma 1-8140 48-0222760 ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1945 Lakepointe Drive, Lewisville, Texas 75057 - ---------------------------------------- --------- (Address of Principal Executive Offices) (Zip code) Registrant's telephone number, including area code: (972) 906-8000 -------------- ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. Fleming Companies, Inc. (the "Company") is required to file monthly operating reports with the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"), in connection with its voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Case No. 03-10945) (Jointly Administered) (the "Chapter 11 Case"). These monthly operating reports are available to the public from the Bankruptcy Court as they are filed. On August 14, 2003, the Company filed with the Bankruptcy Court its monthly operating reports for the periods April 1, 2003 through April 19, 2003 and April 20, 2003 through May 17, 2003, copies of which are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. On August 19, 2003, the Company filed its monthly operating report for the period May 18, 2003 through June 14, 2003, a copy of which is attached hereto as Exhibit 99.3. On August 27, 2003, the Company filed its monthly operating report for the period June 15, 2003 through July 12, 2003, a copy of which is attached hereto as Exhibit 99.4. On September 23, 2003, the Company filed its monthly operating report for the period July 13, 2003 through August 9, 2003, a copy of which is attached hereto as Exhibit 99.5. On October 22, 2003, the Company filed its monthly operating report for the period August 10, 2003 through September 6, 2003, a copy of which is attached hereto as Exhibit 99.6. The Company is in the process of evaluating its reorganization alternatives and, in connection with evaluating its alternatives, is developing a plan of reorganization (a "Plan") to file with the Bankruptcy Court. The Company is also discussing its reorganization alternatives and the possible terms of a Plan with, among others, the Official Committee of Unsecured Creditors of the Company. In connection with such evaluation and the development of the Plan, based on numerous factors, including the competing claims of the Company's creditor constituencies against the Company and its bankruptcy estate, the Company has concluded that its assets will be insufficient to permit any meaningful distribution to its equity holders. In light of this conclusion, the Company believes that its equity securities, including shares of Fleming common stock, have little or no value, and it is highly likely that all existing equity securities of the Company will be completely extinguished and canceled under any Plan proposed by the Company. 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial statements of businesses acquired. Not applicable (b) Pro forma financial information. Not applicable (c) Exhibits. 99.1 Monthly Operating Report of Fleming Companies, Inc. for the period April 1, 2003 through April 19, 2003. 99.2 Monthly Operating Report of Fleming Companies, Inc. for the period April 20, 2003 through May 17, 2003. 99.3 Monthly Operating Report of Fleming Companies, Inc. for the period May 18, 2003 through June 14, 2003. 99.4 Monthly Operating Report of Fleming Companies, Inc. for the period June 15, 2003 through July 12, 2003. 99.5 Monthly Operating Report of Fleming Companies, Inc. for the period July 13, 2003 through August 9, 2003. 99.6 Monthly Operating Report of Fleming Companies, Inc. for the period August 10, 2003 through September 6, 2003. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FLEMING COMPANIES, INC. Date: October 31, 2003 By: /s/ Rebecca A. Roof -------------------------------- Rebecca A. Roof Interim Chief Financial Officer 4 EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 99.1 Monthly Operating Report of Fleming Companies, Inc. for the period April 1, 2003 through April 19, 2003. 99.2 Monthly Operating Report of Fleming Companies, Inc. for the period April 20, 2003 through May 17, 2003. 99.3 Monthly Operating Report of Fleming Companies, Inc. for the period May 18, 2003 through June 14, 2003. 99.4 Monthly Operating Report of Fleming Companies, Inc. for the period June 15, 2003 through July 12, 2003. 99.5 Monthly Operating Report of Fleming Companies, Inc. for the period July 13, 2003 through August 9, 2003. 99.6 Monthly Operating Report of Fleming Companies, Inc. for the period August 10, 2003 through September 6, 2003.
EX-99.1 3 d10044exv99w1.txt MONTHLY OPERATING REPORT FOR 4/01/2003 - 4/19/2003 EXHIBIT 99.1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE IN RE FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 MONTHLY OPERATING REPORT FILE WITH COURT AND SUBMIT COPY TO UNITED STATES TRUSTEE WITHIN 45 DAYS AFTER END OF THE PERIOD Submit copy of report to any official committee appointed in the case.
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/ Jerry Rebel Assistant Treasurer - --------------------------------- ---------------------------- Signature of Responsible Party Title Jerry Rebel 8/14/2003 - --------------------------------- ---------------------------- Printed Name of Responsible Party Date FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03-4/19/03 NOTES TO THE MONTHLY OPERATING REPORT GENERAL The report includes activity from the following Debtors and related Case Numbers [1][2][3][4][5]:
DEBTOR CASE NUMBER - ------ ----------- INCLUDED IN FLEMING SECTION OF THE MOR AS APPLICABLE: Fleming Companies, Inc. 03-10945 ABCO Food Group, Inc. 03-10946 ABCO Markets, Inc. 03-10947 ABCO Realty Corp. 03-10948 Favar Concepts, Ltd. 03-10953 Fleming Foods Management Co., L.L.C. 03-10954 Fleming Foods of Texas, L.P. 03-10955 Fleming International, Ltd. 03-10956 Fleming Transportation Service, Inc. 03-10957 Fleming Supermarkets of Florida, Inc. 03-10958 Food 4 Less Beverage Company, Inc. 03-10959 FuelServ, Inc. 03-10960 Piggly Wiggly Company 03-10965 Progressive Realty, Inc. 03-10966 Rainbow Food Group, Inc. 03-10967 Retail Investments, Inc. 03-10968 Retail Supermarkets, Inc. 03-10970 RFS Marketing Services, Inc. 03-10971 Richmar Foods, Inc. 03-10972 Dunigan Fuels, Inc. 03-10973 INCLUDED IN CORE-MARK SECTION OF THE MOR AS APPLICABLE [6]: Core-Mark International, Inc. 03-10944 ASI Office Automation, Inc. 03-10949 Core-Mark Mid-Continent, Inc. 03-10950 Core-Mark Interrelated Companies, Inc. 03-10951 C/M Products, Inc. 03-10952 General Acceptance Corporation 03-10961 Marquise Ventures Company, Inc. 03-10962 Head Distributing Company 03-10963 Minter Weisman Co. 03-10964
NOTES TO MOR-1: [1] All information contained within this Monthly Operating Report is subject to amendment upon further reconciliation. [2] Within this Monthly Operating Report Core-Mark's Eastern Divisions or "Fleming 7" refers to Head Distributing Company, Minter-Weisman, and the Marshfield, Chicago, Altoona and Leitchfield divisions included within Fleming Companies, Inc. [3] Period 3 refers to February 23, 2003 through March 22, 2003. [4] Period 4 refers to March 23, 2003 through April 19, 2003. [5] The Monthly Operating Report excludes financial activity related to non-Debtor entities (i.e., Choteau Development Company, LLC). [6] Core-Mark entities are on a different reporting schedule with period 4 reflecting a Balance Sheet as of March 31, 2003 (excludes Minter-Weisman). The Statement of Operations has been estimated through April 19, 2003 to be consistent with Fleming. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03-4/19/03 WEEKLY RECEIPTS AND DISBURSEMENTS (DOLLARS IN 000'S)
CURRENT CUMULATIVE WEEK 1 [1] WEEK 2 [2] WEEK 3 [2] WEEK 4 [2] PERIOD TOTAL FILING TO DATE ---------- ---------- ---------- ---------- ------------ -------------- CASH RECEIPTS: Fleming Receipts N/A $ 108,879 $ 155,308 $ 156,243 $ 420,430 $ 420,430 Core-Mark Receipts N/A 70,489 94,443 92,582 257,513 257,513 Asset/Excess Inventory Sales N/A -- -- -- -- -- Other Receipts [3] N/A 28,682 26,935 6,098 61,715 61,715 ---------- ---------- ---------- ---------- ---------- ACTUAL RECEIPTS N/A $ 208,050 $ 276,687 $ 254,922 $ 739,659 $ 739,659 ---------- ---------- ---------- ---------- ---------- CASH DISBURSEMENTS FROM OPERATIONS: Material Purchases - Fleming N/A $ (95,406) $ (245,863) $ (147,961) $ (489,230) $ (489,230) Material Purchases - Core-Mark N/A (55,163) (78,561) (81,253) (214,977) (214,977) Tax Disbursements - Cigarettes N/A (1,166) (1,270) (5,455) (7,892) (7,892) Tax Disbursements - Other N/A -- -- (1,138) (1,138) (1,138) Employee & Payroll N/A (15,824) (11,259) (18,564) (45,646) (45,646) Lease & Recurring Costs N/A -- (11,850) (206) (12,055) (12,055) Other Operating Costs N/A (213) (6,199) (14,999) (21,411) (21,411) ---------- ---------- ---------- ---------- ---------- ACTUAL CASH DISBURSEMENTS FROM OPERATIONS N/A $ (167,772) $ (355,002) $ (269,575) $ (792,349) $ (792,349) ---------- ---------- ---------- ---------- ---------- CASH DISBURSEMENTS FROM NON-OPERATIONS: DSD/Critical Vendor/PACA Payments N/A $ -- $ -- $ -- $ -- $ -- Capital Expenditures N/A -- -- (1,786) (1,786) (1,786) Restructuring & Professional Fees N/A -- -- -- -- -- Interest & Financing N/A (120) (3,555) (203) (3,879) (3,879) Other Non-Operating Costs N/A -- -- -- -- -- N/A ---------- ---------- ---------- ---------- ---------- ACTUAL CASH DISBURSEMENTS FROM NON-OPERATIONS N/A $ (120) $ (3,555) $ (1,990) $ (5,665) $ (5,665) ---------- ---------- ---------- ---------- ---------- TOTAL ACTUAL DISBURSEMENTS N/A $ (167,892) $ (358,557) $ (271,565) $ (798,014) $ (789,014) ---------- ---------- ---------- ---------- ----------
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: [FROM CURRENT PERIOD COLUMN] TOTAL DISBURSEMENTS $ (798,014) LESS: Transfers to Debtor in Possession Accounts -- PLUS: Estate Disbursements Made By Outside Sources [i.e. from escrow accounts] -- ----------- TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES $ (798,014)
NOTES [1] Week 1 cash receipts and disbursements were excluded as they represent prepetition receipts and disbursements (3/23/03-3/31/03). [2] Week 2 through Week 4 receipts and disbursements includes Core-Mark's and Fleming's April 2003 (4/1/03-4/19/03) receipts and disbursements. [3] Other Receipts includes, among other items, additional Asset/Excess Inventory Sales receipts. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03-4/19/03 CASH DISBURSEMENTS BY PETITIONING ENTITY [I] (DOLLARS IN 000'S)
CURRENT PERIOD CUMULATIVE FILING PETITIONING ENTITIES CASE NUMBER TOTAL TO DATE - -------------------- ----------- -------------- ----------------- Core-Mark International, Inc. 03-10944 $ (164,387) $ (164,387) Fleming Companies, Inc. 03-10945 (489,398) (489,398) ABCO Food Group, Inc. 03-10946 -- -- ABCO Markets, Inc. 03-10947 -- -- ABCO Realty Corp. 03-10948 -- -- ASI Office Automation, Inc. 03-10949 -- -- Core-Mark Mid-Continent, Inc. 03-10950 (39,463) (39,463) Core-Mark Interrelated Companies, Inc. 03-10951 (6,173) (6,173) C/M Products, Inc. 03-10952 -- -- Favar Concepts, Ltd. 03-10953 (259) (259) Fleming Foods Management Co., L.L.C. 03-10954 -- -- Fleming Foods of Texas, L.P. 03-10955 (33,859) (33,859) Fleming International, Ltd. 03-10956 (686) (686) Fleming Transportation Service, Inc. 03-10957 (5) (5) Fleming Supermarkets of Florida, Inc. 03-10958 -- -- Food 4 Less Beverage Company, Inc. 03-10959 -- -- Fuelserv, Inc. 03-10960 -- -- General Acceptance Corporation 03-10961 -- -- Marquise Ventures Company, Inc. 03-10962 -- -- Head Distributing Company 03-10963 (3,155) (3,155) Minter Weisman Co. 03-10964 (15,020) (15,020) Piggly Wiggly Company 03-10965 (20) (20) Progressive Realty, Inc. 03-10966 (3) (3) Rainbow Food Group, Inc. 03-10967 (18,490) (18,490) Retail Investments, Inc. 03-10968 (20,921) (20,921) Retail Supermarkets, Inc. 03-10970 -- -- RFS Marketing Services, Inc. 03-10971 -- -- Richmar Foods, Inc. 03-10972 (5,764) (5,764) Dunigan Fuels, Inc. 03-10973 (412) (412) -------------- -------------- TOTAL ACTUAL DISBURSEMENTS[2][3] $ (798,014) $ (798,014) ============== ==============
NOTES [1] Employee and Payroll distributions, per the Weekly Receipts and Disbursements schedule, were not available on an entity by entity basis. As a result, the total Core-Mark and Fleming Employee and Payroll disbursements for 4/1/03 - 4/19/03 (approximately $41 million for Fleming and approximately $5 million for Core-Mark) were allocated to the related Fleming and Core-Mark entities based on the % of each entities total sales to total Fleming Sales/Core-Mark sales. In particular, Core-Mark's disbursements were allocated to the 7 entities (excludes Head Distributing and Minter Weisman as they are included in Fleming's payroll total) and Fleming's disbursements to the 22 Fleming entities (includes Head Distributing and Minter Weisman). [2] Total cash disbursements provided by both Core-Mark and Fleming during the period did not agree to Total Actual Disbursements on the Weekly Receipts and Disbursement schedule. Therefore, the difference was allocated between the Core-Mark and Fleming entities based on each entities % of total cash disbursements prior to allocation. [3] Total Actual Disbursements contain Core-Mark's and Fleming's disbursements for April 2003 (4/1/03-4/19/03). FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03-4/19/03 BANK ACCOUNT INFORMATION
PETITIONING ENTITIES BANK ACCOUNT NUMBER TYPE - -------------------- ---- -------------- ---- Fleming Companies, Inc. American Bank 3016832 Depository Fleming Companies, Inc. Bank of America 6719906 Depository Fleming Companies, Inc. Bank of America 1257001012 Depository Fleming Companies, Inc. Bank of America 1257401015 Depository Fleming Companies, Inc. Bank of America 1257601014 Depository Fleming Companies, Inc. Bank of America 1376034850 Depository Fleming Companies, Inc. Bank of America 1595458455 Depository Fleming Companies, Inc. Bank of America 3299781296 Disbursement Fleming Companies, Inc. Bank of America 3750955004 Depository Fleming Companies, Inc. Bank of America 3751022745 Depository Fleming Companies, Inc. Bank of America 3751278599 Depository Fleming Companies, Inc. Bank of America 3751279446 Depository Fleming Companies, Inc. Bank of America 3751281308 Depository Fleming Companies, Inc. Bank of America 3751301107 Depository Fleming Companies, Inc. Bank of America 3751372819 Depository Fleming Companies, Inc. Bank of America 3751508777 Depository Fleming Companies, Inc. Bank of America 3751522397 Depository Fleming Companies, Inc. Bank of America 3751525640 Depository Fleming Companies, Inc. Bank of America 3751525666 Depository Fleming Companies, Inc. Bank of America 3751572091 Depository Fleming Companies, Inc. Bank of America 3751589327 Depository Fleming Companies, Inc. Bank of America 3721735870 Depository Fleming Companies, Inc. Bank of America 3751769930 Depository Fleming Companies, Inc. Bank of America 3751827733 Depository Fleming Companies, Inc. Bank of America 3751847043 Depository Fleming Companies, Inc. Bank of America 3751847056 Depository Fleming Companies, Inc. Bank of America 3751889438 Depository Fleming Companies, Inc. Bank of America 3751898571 Depository Fleming Companies, Inc. Bank of America 3751898597 Depository Fleming Companies, Inc. Bank of America 3751917371 Depository Fleming Companies, Inc. Bank of America 3751917384 Depository Fleming Companies, Inc. Bank of America 3751917397 Depository Fleming Companies, Inc. Bank of America 3751917407 Depository Fleming Companies, Inc. Bank of America 3751922887 Depository Fleming Companies, Inc. Bank of America 3751942951 Depository Fleming Companies, Inc. Bank of America 3752010688 Depository Fleming Companies, Inc. Bank of America 8188007359 Depository Fleming Companies, Inc. Bank of America 8188812687 Depository Fleming Companies, Inc. Bank One 1113117 Depository Fleming Companies, Inc. Bank One 10148350 Depository/Disbursement Fleming Companies, Inc. Bank One 10218510 Depository Fleming Companies, Inc. Bank One 10479632 Depository Fleming Companies, Inc. Bank One 622743383 Depository Fleming Companies, Inc. Bank One 901004046 Depository Fleming Companies, Inc. Bank One 911632054 Depository Fleming Companies, Inc. Bank One 913520419 Depository Fleming Companies, Inc. Bank One 7001789715 Depository Fleming Companies, Inc. First Hawaiian Bank 53015409 Depository Fleming Companies, Inc. First Union 2000003284177 Depository Fleming Companies, Inc. First Union 2000128885972 Depository Fleming Companies, Inc. First Union 2014192753660 Depository Fleming Companies, Inc. JP Morgan 6300030353 Disbursement Fleming Companies, Inc. JP Morgan 6300035972 Disbursement Fleming Companies, Inc. JP Morgan 6300036129 Disbursement Fleming Companies, Inc. JP Morgan 6300036160 Disbursement Fleming Companies, Inc. JP Morgan 6300062117 Disbursement Fleming Companies, Inc. JP Morgan 6300064998 Disbursement Fleming Companies, Inc. JP Morgan 6300065052 Disbursement Fleming Companies, Inc. JP Morgan 6300065086 Disbursement
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
PETITIONING ENTITIES BANK ACCOUNT NUMBER TYPE - -------------------- ---- -------------- ---- Fleming Companies, Inc. JP Morgan 8805174594 Disbursement Fleming Companies, Inc. JP Morgan 8805175195 Depository Fleming Companies, Inc. JP Morgan 8805175609 Depository Fleming Companies, Inc. JP Morgan 8805222781 Depository Fleming Companies, Inc. JP Morgan 8805223029 Depository Fleming Companies, Inc. JP Morgan 8806170047 Disbursement Fleming Companies, Inc. JP Morgan 8806212427 Disbursement Fleming Companies, Inc. JP Morgan 8806212435 Depository Fleming Companies, Inc. JP Morgan 8806212443 Depository Fleming Companies, Inc. JP Morgan 8806212468 Depository Fleming Companies, Inc. JP Morgan 8806212583 Depository Fleming Companies, Inc. JP Morgan 8806212591 Depository Fleming Companies, Inc. JP Morgan 8806231716 Depository Fleming Companies, Inc. JP Morgan 8806231724 Depository Fleming Companies, Inc. JP Morgan 8806231732 Depository Fleming Companies, Inc. JP Morgan 8806232177 Depository Fleming Companies, Inc. JP Morgan 8806232185 Depository Fleming Companies, Inc. JP Morgan 8806232193 Depository Fleming Companies, Inc. JP Morgan 8806232201 Depository Fleming Companies, Inc. JP Morgan 8806232219 Depository Fleming Companies, Inc. JP Morgan 8806232227 Depository Fleming Companies, Inc. JP Morgan 8806232243 Depository Fleming Companies, Inc. JP Morgan 8806232805 Depository Fleming Companies, Inc. JP Morgan 8806247712 Depository Fleming Companies, Inc. JP Morgan 8806257778 Depository Fleming Companies, Inc. JP Morgan 8806258271 Depository/Disbursement Fleming Companies, Inc. JP Morgan 8806258339 Depository Fleming Companies, Inc. JP Morgan 8806263958 Depository/Disbursement Fleming Companies, Inc. JP Morgan 8806289524 Depository Fleming Companies, Inc. JP Morgan 8806290175 Depository Fleming Companies, Inc. JP Morgan 8806319545 Depository/Disbursement Fleming Companies, Inc. JP Morgan 8806319776 Depository Fleming Companies, Inc. JP Morgan 8806319784 Depository Fleming Companies, Inc. JP Morgan 8806319909 Depository/Disbursement Fleming Companies, Inc. JP Morgan 8806322283 Depository/Disbursement Fleming Companies, Inc. JP Morgan 8806322309 Depository Fleming Companies, Inc. JP Morgan 8806322457 Depository/Disbursement Fleming Companies, Inc. JP Morgan 8806324388 Depository/Disbursement Fleming Companies, Inc. JP Morgan 8806324396 Depository/Disbursement Fleming Companies, Inc. JP Morgan 8806324404 Depository/Disbursement Fleming Companies, Inc. JP Morgan 8806327605 Depository/Disbursement Fleming Companies, Inc. JP Morgan 8806362925 Disbursement Fleming Companies, Inc. JP Morgan 8806362933 Disbursement Fleming Companies, Inc. JP Morgan 8806363428 Depository Fleming Companies, Inc. JP Morgan 8806370886 Disbursement Fleming Companies, Inc. M&I 12263119 Depository Fleming Companies, Inc. M&I 13004134 Depository Fleming Companies, Inc. M&I 13004178 Depository Fleming Companies, Inc. M&I 13004189 Depository Fleming Companies, Inc. M&I 14133911 Depository Fleming Companies, Inc. M&I 18241047 Depository Fleming Companies, Inc. M&I 18241234 Depository Fleming Companies, Inc. Manufacturers Trust 8891583471 Depository Fleming Companies, Inc. Manufacturers Trust 12001749 Depository Fleming Companies, Inc. National City 628865018 Depository Fleming Companies, Inc. National City 6830031487 Depository Fleming Companies, Inc. Waukesha 2726887 Disbursement Fleming Companies, Inc. Waukesha 10428672 Depository/Disbursement Fleming Companies, Inc. Waukesha 10478473 Depository Fleming Companies, Inc. Waukesha 10505430 Depository/Disbursement
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
PETITIONING ENTITIES BANK ACCOUNT NUMBER TYPE - -------------------- ---- -------------- ---- Fleming Companies, Inc. Wells Fargo/Norwest 4944072982 Depository Fleming Companies, Inc. Wells Fargo/Norwest 6355025116 Depository/Disbursement Fleming Companies, Inc. Wells Fargo/Norwest 6355045379 Depository Fleming Companies, Inc. Wells Fargo/Norwest 6355045387 Depository Fleming Companies, Inc. Wells Fargo/Norwest 6355045395 Disbursement Fleming Companies, Inc. Wells Fargo/Norwest 9440104515 Depository Core-Mark International, Inc. Bank Of Montreal 0004-1664-436 Disbursement Core-Mark International, Inc. Bank Of Montreal 5691032070 Depository/Disbursement Core-Mark International, Inc. Bank Of Montreal 07600000313 Depository/Disbursement Core-Mark International, Inc. Bank Of Montreal 07601102397 Disbursement Core-Mark International, Inc. Bank Of Montreal 07601154963 Depository/Disbursement Core-Mark International, Inc. Bank Of Montreal 07604601086 FX Swap Funding Acct Core-Mark International, Inc. Bank Of Montreal 127881013601 Depository/Disbursement Core-Mark International, Inc. JP Morgan 323252028 Depository Core-Mark International, Inc. JP Morgan 8806322317 Depository/Disbursement Core-Mark International, Inc. JP Morgan 9102775419 Disbursement Core-Mark International, Inc. JP Morgan 9102775740 Depository/Disbursement Core-Mark International, Inc. JP Morgan Chase 601809668 Disbursement Core-Mark International, Inc. JP Morgan Chase 9102775427 Disbursement Core-Mark International, Inc. JP Morgan Chase 9102775435 Disbursement Core-Mark International, Inc. JP Morgan Chase 9102775443 Disbursement Core-Mark International, Inc. Scotia Bank 112390010715 Depository Core-Mark International, Inc. Scotia Bank 714800000914 Depository Core-Mark International, Inc. Scotia Bank 714800001414 Depository Core-Mark International, Inc. Scotia Bank 4052700104313 Depository Core-Mark International, Inc. Washington Trust Bank 1001823194 Depository Core-Mark International, Inc. Wells Fargo 4091220731 Depository Core-Mark International, Inc. Wells Fargo 4128523081 Depository Core-Mark International, Inc. Wells Fargo 4159287788 Depository Core-Mark International, Inc. Wells Fargo 4159555366 Depository Core-Mark International, Inc. Wells Fargo 4159688902 Depository Core-Mark International, Inc. Wells Fargo 4311848436 Depository Core-Mark International, Inc. Wells Fargo 4311848584 Depository/Disbursement Core-Mark International, Inc. Wells Fargo 4496851460 Depository Core-Mark International, Inc. Wells Fargo 4518099999 Depository Core-Mark International, Inc. Wells Fargo 4518100110 Depository Core-Mark International, Inc. Wells Fargo 4518100177 Depository Core-Mark International, Inc. Wells Fargo 4518100235 Depository Core-Mark International, Inc. Wells Fargo 4518110564 Disbursement Core-Mark International, Inc. Wells Fargo 4758355309 Depository Core-Mark International, Inc. Wells Fargo 4759613938 Disbursement Core-Mark International, Inc. Wells Fargo 4801900069 Depository Core-Mark International, Inc. Wells Fargo 4801908815 Depository Core-Mark International, Inc. Wells Fargo/Wachovia 540459849 Disbursement Head Distributing Co. Bank of America 3752010688 Depository Head Distributing Co. Suntrust 8801337430 Depository Head Distributing Co. Union Planters Bank 3500594164 Depository Plymouth (minter weisman) US Bank 160234449926 Depository
FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
APRIL 1, 2003 - FLEMING COMPANIES, INC. & SUBSIDIARIES [2] APRIL 19, 2003 - ------------------------------------------ --------------- NET SALES $ 625,811 COSTS AND EXPENSES: [3] Cost of sales (564,033) Selling and administrative (81,190) Reorganization items, net (4,825) Interest expense (2,844) Interest income and other 1,136 Impairment/restructuring charges (11,083) Litigation charges - --------- TOTAL COSTS AND EXPENSES (662,838) --------- Income/(Loss) before income taxes (37,027) Taxes on income/(loss) - --------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (37,027) --------- DISCONTINUED OPERATIONS: [4] Income/(Loss) before income taxes 1,411 Taxes on income/(loss) - --------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 1,411 --------- --------- NET INCOME/(LOSS) $ (35,617) ---------
NOTES - ----- [1] Results of each legal entity have been approximated to the 19 days from April 1, 2003 through April 19, 2003. See additional detail explanation on each Statement of Operations. [2] Excludes Abco Markets, Inc., Abco Realty, Corp., ASI Office Automation, Inc., C/M Products, Inc., Fleming Foods Management Co., L.L.C., Food 4 Less Beverage Company, Inc., FuelServ, Inc., General Acceptance Corporation, Marquise Ventures Company, Inc. and Retail Supermarkets, Inc. as these entities had no activity during the period. Further, the related entities Statement of Operations are excluded from the Monthly Operating Report. RFS Marketing Services, Inc.'s Statement of Operations was included as RFS Marketing Services, Inc.'s balance sheet was included in the Monthly Operating Report. [3] Certain expenses are recorded each period using estimates, then reviewed and adjusted at the end of a quarter (i.e., self-insurance reserves, allowance for bad debts, etc.). [4] Discontinued Operations as of Period 4, 2003 include price-impact retail stores, two product supply centers and a fuel delivery dispatch service. Results of these businesses have been reclassified as Discontinued Operations as required by SFAS 146. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
APRIL 1, 2003 - ABCO FOOD GROUP, INC. APRIL 19, 2003 - --------------------- --------------- NET SALES $ - COSTS AND EXPENSES: Cost of sales - Selling and administrative 3 Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - --------- TOTAL COSTS AND EXPENSES 3 --------- Income/(Loss) before income taxes 3 Taxes on income/(loss) - --------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 3 --------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - --------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - --------- --------- NET INCOME/(LOSS) $ 3 ---------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended April 19, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
APRIL 1, 2003 - CORE-MARK INTERNATIONAL, INC. APRIL 19, 2003 - ----------------------------- --------------- NET SALES $ 151,624 COSTS AND EXPENSES: Cost of sales (143,101) Selling and administrative (7,609) Reorganization items, net - Interest expense - Interest income and other 134 Impairment/restructuring charges - Litigation charges - --------- TOTAL COSTS AND EXPENSES (150,575) --------- Income/(Loss) before income taxes 1,049 Taxes on income/(loss) - --------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 1,049 --------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - --------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - --------- --------- NET INCOME/(LOSS) $ 1,049 ---------
NOTES - ----- [1] The period of results for this legal entity was for the 31 days ended March 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
APRIL 1, 2003 - CORE-MARK INTERRELATED COMPANIES, INC. APRIL 19, 2003 - -------------------------------------- --------------- NET SALES $ 4,485 COSTS AND EXPENSES: Cost of sales (4,227) Selling and administrative (150) Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - -------------- TOTAL COSTS AND EXPENSES (4,377) -------------- Income/(Loss) before income taxes 107 Taxes on income/(loss) - -------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 107 -------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss - -------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - -------------- -------------- NET INCOME/(LOSS) $ 107 --------------
NOTES - ----- [1] The period of results for this legal entity was for the 31 days ended March 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
APRIL 1, 2003 - CORE-MARK MID-CONTINENT, INC. APRIL 19, 2003 - ----------------------------- ---------------- NET SALES $ 27,384 COSTS AND EXPENSES: Cost of sales (25,675) Selling and administrative (1,564) Reorganization items, net - Interest expense - Interest income and other 3 Impairment/restructuring charges - Litigation charges - -------------- TOTAL COSTS AND EXPENSES (27,236) -------------- Income/(Loss) before income taxes 148 Taxes on income/(loss) - -------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 148 -------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - -------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - -------------- -------------- NET INCOME/(LOSS) $ 148 --------------
NOTES - ----- [1] The period of results for this legal entity was for the 31 days ended March 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
APRIL 1, 2003 - DUNICAN FUELS, INC. APRIL 19, 2003 - ------------------- ---------------- NET SALES $ (0) COSTS AND EXPENSES: Cost of sales 0 Selling and administrative - 0 Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - -------------- TOTAL COSTS AND EXPENSES 0 -------------- Income/(Loss) before income taxes 0 Taxes on income/(loss) - -------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 0 -------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes 16 Taxes on income/(loss) - -------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 16 -------------- -------------- NET INCOME/(LOSS) $ 16 --------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended April 19, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
APRIL 1, 2003 - FAVAR CONCEPTS, LTD APRIL 19, 2003 - ------------------- ----------------- NET SALES $ 2,147 COSTS AND EXPENSES: Cost of sales (2,960) Selling and administrative (802) Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - --------------- TOTAL COSTS AND EXPENSES (3,762) --------------- Income/(Loss) before income taxes (1,615) Taxes on income/(loss) - --------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (1,615) --------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - --------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - --------------- --------------- NET INCOME/(LOSS) $ (1,615) ---------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended April 19, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
APRIL 1, 2003 - FLEMING COMPANIES, INC. APRIL 19, 2003 - ----------------------- ---------------- NET SALES $ 372,988 COSTS AND EXPENSES: Cost of sales (325,543) Selling and administrative (65,498) Reorganization items, net (4,825) Interest expense (2,829) Interest income and other 983 Impairment/restructuring charges (11,083) Litigation charges - --------------- TOTAL COSTS AND EXPENSES (408,795) --------------- Income/(Loss) before income taxes (35,808) Taxes on income/(loss) - --------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (35,808) --------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes (425) Taxes on income/(loss) - --------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (425) --------------- --------------- NET INCOME/(LOSS) $ (36,232) ---------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended April 19, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
APRIL 1, 2003 - FLEMING FOODS OF TEXAS, L.P. APRIL 19, 2003 - ---------------------------- ---------------- NET SALES $ 37,798 COSTS AND EXPENSES: Cost of sales (35,242) Selling and administrative (3,212) Reorganization items, net - Interest expense (14) Interest income and other 16 Impairment/restructuring charges - Litigation charges - --------------- TOTAL COSTS AND EXPENSES (38,452) --------------- Income/(Loss) before income taxes (655) Taxes on income/(loss) - --------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (655) --------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - --------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - --------------- --------------- NET INCOME/(LOSS) $ (655) ---------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended April 19, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
APRIL 1, 2003 - FLEMING INTERNATIONAL, LTD APRIL 19, 2003 - -------------------------- ---------------- NET SALES $ 292 COSTS AND EXPENSES: Cost of sales (279) Selling and administrative (4) Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - --------------- TOTAL COSTS AND EXPENSES (283) --------------- Income/(Loss) before income taxes 9 Taxes on income/(loss) - --------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 9 --------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - --------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - --------------- --------------- NET INCOME/(LOSS) $ 9 ---------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended April 19, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
APRIL 1, 2003 - FLEMING SUPERMARKETS OF FLORIDA, INC. APRIL 19, 2003 - ------------------------------------- ---------------- NET SALES $ - COSTS AND EXPENSES: Cost of sales - Selling and administrative (34) Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - --------------- TOTAL COSTS AND EXPENSES (34) --------------- Income/(Loss) before income taxes (34) Taxes on income/(loss) - --------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (34) --------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - --------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - --------------- --------------- NET INCOME/(LOSS) $ (34) ---------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended April 19, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1][2] (DOLLARS IN 000'S)
APRIL 1, 2003 - FLEMING TRANSPORTATION SERVICES, INC. APRIL 19, 2003 - ------------------------------------- --------------- NET SALES $ 56 COSTS AND EXPENSES: Cost of sales -- Selling and administrative (231) Reorganization items, net -- Interest expense -- Interest income and other -- Impairment/restructuring charges -- Litigation charges -- ----------- TOTAL COSTS AND EXPENSES (231) ----------- Income/(Loss) before income taxes (176) Taxes on income/(loss) -- ----------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (176) ----------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- ----------- INCOME/(LOSS) FROM DISCONTINUING OPERATIONS -- ----------- NET INCOME/(LOSS) $ (176) -----------
NOTES [1] The period of results for this legal entity was for the 28 days ended April 19, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1][2] (DOLLARS IN 000'S)
APRIL 1, 2003 - HEAD DISTRIBUTING COMPANY APRIL 19, 2003 - ------------------------- --------------- NET SALES $ 9,703 COSTS AND EXPENSES: Cost of sales (9,398) Selling and administrative (702) reorganization items, net -- Interest expense -- Interest income and other -- Impairment/restructuring charges -- Litigation charges -- ---------- TOTAL COSTS AND EXPENSES (10,100) ---------- Income/(Loss) before income taxes (397) Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (397) ---------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- ---------- NET INCOME/(LOSS) $ (397) ----------
NOTES [1] The period of results for this legal entity was for the 31 days ended March 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1][2] (DOLLARS IN 000'S)
APRIL 1, 2003 - MINTER-WEISMAN CO. APRIL 19, 2003 - ------------------ --------------- NET SALES $ 19,055 COSTS AND EXPENSES: Cost of sales (17,608) Selling and administrative (1,242) reorganization items, net -- Interest expense -- Interest income and other -- Impairment/restructuring charges -- Litigation charges -- ---------- TOTAL COSTS AND EXPENSES (18,851) ---------- Income/(Loss) before income taxes 204 Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 204 ---------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- ---------- NET INCOME/(LOSS) $ 204 ----------
NOTES [1] The period of results for this legal entity was for the 28 days ended April 19, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1][2] (DOLLARS IN 000'S)
APRIL 1, 2003 - PIGGLY WIGGLY COMPANY APRIL 19, 2003 - --------------------- --------------- NET SALES $ 245 COSTS AND EXPENSES: Cost of sales -- Selling and administrative (121) Reorganization items, net -- Interest expense -- Interest income and other -- Impairment/restructuring charges -- Litigation charges -- ---------- TOTAL COSTS AND EXPENSES (121) ---------- Income/(Loss) before income taxes 124 Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 124 ---------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- ---------- NET INCOME/(LOSS) $ 124 ----------
NOTES [1] The period of results for this legal entity was for the 28 days ended April 19, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED)[1][2] DOLLARS IN 000'S
APRIL 1, 2003 - PROGRESSIVE REALTY, INC. APRIL 19, 2003 - ------------------------ --------------- NET SALES $ 36 COSTS AND EXPENSES: Cost of sales -- Selling and administrative (24) Reorganization items, net -- Interest expense -- Interest income and other -- Impairment/restructuring charges -- Litigation charges -- ---------- TOTAL COSTS AND EXPENSES (24) ---------- Income/(Loss) before income taxes 12 Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 12 ---------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- ---------- NET INCOME/(LOSS) $ 12 ----------
NOTES [1] The period of results for this legal entity was for the 28 days ended April 19, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED)[1][2] DOLLARS IN 000'S
APRIL 1, 2003 - RAINBOW FOODS GROUP, INC. APRIL 19, 2003 - ------------------------- --------------- NET SALES $ (0) COSTS AND EXPENSES: Cost of sales 0 Selling and administrative 0 Reorganization items, net -- Interest expense 0 Interest income and other -- Impairment/restructuring charges -- Litigation charges -- ---------- TOTAL COSTS AND EXPENSES (0) ---------- Income/(Loss) before income taxes 0 Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 0 ---------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes 1,144 Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 1,144 ---------- NET INCOME/(LOSS) $ 1,144 ----------
NOTES [1] The period of results for this legal entity was for the 28 days ended April 19, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED)[1][2] DOLLARS IN 000'S
APRIL 1, 2003 - RETAIL INVESTMENTS, INC. APRIL 19, 2003 - ------------------------ --------------- NET SALES $ -- COSTS AND EXPENSES: Cost of sales -- Selling and administrative (0) Reorganization items, net -- Interest expense -- Interest income and other -- Impairment/restructuring charges -- Litigation charges -- ---------- TOTAL COSTS AND EXPENSES (0) ---------- Income/(Loss) before income taxes (0) Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (0) ---------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- ---------- NET INCOME/(LOSS) $ (0) ----------
NOTES [1] The period of results for this legal entity was for the 28 days ended April 19, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1][2] (DOLLARS IN 000'S)
APRIL 1, 2003 - RFS MARKETING SERVICES, INC. APRIL 19, 2003 - ---------------------------- --------------- NET SALES $ -- COSTS AND EXPENSES: Cost of sales -- Selling and administrative -- Reorganization items, net -- Interest expense -- Interest income and other -- Impairment/restructuring charges -- Litigation charges -- ---------- TOTAL COSTS AND EXPENSES -- ---------- Income/(Loss) before income taxes -- Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM CONTINUING OPERATIONS -- ---------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- ---------- NET INCOME/(LOSS) $ -- ----------
NOTES [1] The period of results for this legal entity was for the 28 days ended April 19, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 STATEMENT OF OPERATIONS (UNAUDITED) [1][2] (DOLLARS IN 000'S)
APRIL 1, 2003 - RICHMAR FOODS, INC. APRIL 19, 2003 - ------------------- --------------- NET SALES $ (0) COSTS AND EXPENSES: Cost of sales (0) Selling and administrative 0 Reorganization items, net -- Interest expense (0) Interest income and other -- Impairment/restructuring charges -- Litigation charges -- ---------- TOTAL COSTS AND EXPENSES (0) ---------- Income/(Loss) before income taxes 0 Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 0 ---------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes 675 Taxes on income/(loss) -- ---------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 675 ---------- NET INCOME/(LOSS) $ 675 ----------
NOTES [1] The period of results for this legal entity was for the 28 days ended April 19, 2003; adjustments have been made to this Statement of Operations to approximate results for the 19 days ended April 19, 2003. [2] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) (DOLLARS IN 000'S)
AS OF FLEMING COMPANIES, INC. & SUBSIDIARIES [1] APRIL 19, 2003 - ------------------------------------------ -------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 60,603 Receivables, net[2] 723,167 Inventories 674,289 Assets held for sale[3] 269,088 Other current assets 79,092 ------------- TOTAL CURRENT ASSETS 1,806,238 ------------- Investments and notes receivable, net 65,726 Investment in direct financing leases 64,089 NET PROPERTY AND EQUIPMENT 460,730 ------------- OTHER ASSETS 227,521 ------------- TOTAL ASSETS $ 2,624,305 ------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable[2] 27,371 Liabilities held for sale 47,450 Other current liabilities 55,377 ------------- TOTAL CURRENT LIABILITIES 130,198 ------------- Long-term debt -- Long-term obligations under capital leases 224,704 Other liabilities 10,775 Liabilities subject to compromise[4] 3,037,769 Net intercompany due to (from)[5] (3,939) SHAREHOLDERS' EQUITY: Common stock, $2,50 par value per share 135,227 Capital in excess of par value 707,100 Reinvested earnings (deficit) (1,490,027) Accumulated other comprehensive income: Additional minimum pension liability 1,712 Cumulative foreign currency translation adjustment (129,215) ------------- TOTAL SHAREHOLDERS' EQUITY $ (775,203) ------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,624,305 -------------
LIABILITIES SUBJECT TO COMPROMISE [4] Debt and notes payable [6][7] $ 1,856,036 Accounts payable [8][13] 731,215 Closed store resources [9] 40,853 Other liabilities [10][14] 157,012 Pension obligation [11][15] 213,504 Taxes payable [12][16] 39,149 ------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 3,037,769
LIABILITIES SUBJECT TO COMPROMISE ASSUMPTIONS GENERAL [1] Excludes Abco Markets, Inc., Abco Realty, Corp., ASI Office Automation, Inc., C/M Products Inc., Fleming Foods Management Co., L.L.C., Food 4 Less Beverage Company, Inc., FuelServ, Inc., General Acceptance Corporation, Marquise Ventures Company, Inc. and Retail Supermarkets, Inc. as these entities had no activity. Further, the related Balance Sheets are excluded from the Monthly Operating Report. [2] The accounts payable balance at April 19 includes vendor deductions for PRADS, military, advertising and other vendor related deductions. Any resulting net debit balance, for each legal entity, in accounts payable has been reclassified to accounts receivable. [3] Discontinued Operations as of Period 4, 2003 include price-impact retail stores, two product supply centers and a fuel delivery dispatch service. Assets of these Discontinued Operations have been reclassified as Assets Held for Sale and liabilities as Liabilities Held for Sale as required by SFAS 146. [4] Liabilities Subject to Compromise is comprised of prepetition Long-term Debt, Accounts payable, Closed store reserves, Other liabilities, Pension obligation and Taxes payable. Certain of the balances have been estimated. See additional detail explanations on each balance sheet. [5] The Net Intercompany Due To (From) line on the entity level balance sheets (except for Fleming Companies, Inc.) will also include that entity's net equity. [6] The senior notes, convertible senior subordinated notes, and senior subordinated notes are guaranteed by substantially all of Fleming's wholly-owned direct and indirect subsidiaries. The guarantees are joint and several, full, complete and unconditional. Within the Monthly Operating Report all related amounts are reflected on the Fleming Companies, Inc. legal entity. FLEMING ENTITIES (INCLUDING MINTER-WEISMAN) [7] Debt and notes payable includes bonds, revolver and term Loan and related accrued interest. The debt and notes payable (excluding accrued interest) are period 4 balances. Accrued interest relates to all prepetition debt included in Liabilities Subject to Compromise. [8] Accounts payable includes trade payables, retailer incentives and accrued expenses. Trade payables and accrued expenses less accrued insurance were taken from the SOFA schedules (excludes Richmar Foods, Inc., Dunigan Fuels, Inc., Favar Concepts, Ltd, Fleming Transportation Service, Inc., Piggly Wiggly Company and RFS Marketing Services, Inc.) Richmar Foods, Inc.'s balance represents a detailed review of the accounts payable trial balance which was performed after the filing of the SOFA schedules. Dunigan Fuels, Inc. is a period 4 balance. Favar Concepts, Ltd., Fleming Transportation Service, Inc., Piggly Wiggly Company and RFS Marketing Services, Inc. are period 3 balances plus 9/28ths of the net activity for period 4 (9 of the 28 days in period 4 were prepetition). Accrued insurance is a period 3 balance. Retailer incentives is a period 3 balance plus 9/28ths of the net activity for period 4. [9] Close store reserves are period 4 balances. [10] Other liabilities includes accrued compensation, other accrued compensation, strategic plan reserves, other current liabilities, deferred income, and other long-term liabilities. Other current liabilities, other long-term liabilities and deferred income are period 3 balances plus 9/28ths of the net activity for period 4 (excludes vacation pay which is the amount earned in excess of the $4,650 cap by employees terminated in period 4). Accrued Compensation and strategic plan reserves are period 4 balances. Other accrued compensation was taken from the SOFA schedules. [11] Pension obligation is a period 4 balance less an estimated amount of $500,000 per period as postpetition. [12] Taxes payable includes income taxes and taxes other than income. Income tax liability is a period 4 balance. Taxes other than income is a period 3 balance plus 9/28ths of the net activity for period 4. CORE-MARK ENTITIES (EXCLUDING MINTER-WEISMAN) [13] Accounts payable includes trade payables, retailer incentives and accrued expenses. Accounts payable is a period 4 balance (excludes Head Distributing Company which is per the SOFA schedule). Retailer incentives and accrued expenses (including accrued insurance) are period 4 balances. [14] Other liabilities, which include accrued compensation, other current liabilities and other long-term liabilities, are period 4 balances. [15] Pension obligation is a period 4 balance less an estimated amount provided by Core-Mark for postpetition. [16] Taxes payable includes income taxes and taxes other than income. Income tax liability and taxes other than income are period 4 balances. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF ABCO FOOD GROUP, INC. APRIL 19, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ -- Receivables, net -- Inventories -- Assets held for sale -- Other current assets 3 ---------------- TOTAL CURRENT ASSETS 3 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT -- ---------------- Other assets 2 ---------------- TOTAL ASSETS $ 5 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 25 Liabilities held for sale -- Other current liabilities -- ---------------- TOTAL CURRENT LIABILITIES 25 ---------------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 1,000 Net intercompany due to (from) (1,019) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 5 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable -- Closed store reserves -- Other liabilities 1,000 Pension obligation -- Taxes payable -- ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,000
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was April 19, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK INTERNATIONAL, INC. MARCH 31, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 30,835 Receivables, net 120,651 Inventories 88,285 Assets held for sale -- Other current assets 16,970 ---------------- TOTAL CURRENT ASSETS 256,741 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT 23,470 ---------------- Other assets 43,280 ---------------- TOTAL ASSETS $ 323,491 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 0 Liabilities held for sale -- Other current liabilities 5,098 ---------------- TOTAL CURRENT LIABILITIES 5,098 ---------------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities (0) Liabilities subject to compromise 187,270 Net intercompany due to (from) 131,123 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 323,491 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 171,661 Closed store reserves -- Other liabilities 6,798 Pension obligation -- Taxes payable 8,811 ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 187,270
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was March 31, 2003; therefore all liabilities have been reclassified as Liabilities Subject to Compromise except for specific postpetition liabilities, primarily payroll related. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK INTERRELATED COMPANIES, INC. MARCH 31, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2 Receivables, net 2,881 Inventories 8,291 Assets held for sale -- Other current assets 17 ---------------- TOTAL CURRENT ASSETS 11,191 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT 380 ---------------- Other assets -- ---------------- TOTAL ASSETS $ 11,571 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ (0) Liabilities held for sale -- Other current liabilities 0 ---------------- TOTAL CURRENT LIABILITIES 0 ---------------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 1,392 Net intercompany due to (from) 10,179 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 11,571 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 1,031 Closed store reserves -- Other liabilities 361 Pension obligation -- Taxes payable -- ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,392
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was March 31, 2003; therefore all liabilities have been reclassified as Liabilities Subject to Compromise except for specific postpetition liabilities, primarily payroll related. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK MID-CONTINENT, INC. MARCH 31, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 0 Receivables, net 32,242 Inventories 19,271 Assets held for sale -- Other current assets 1,233 ---------------- TOTAL CURRENT ASSETS 52,746 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT 7,541 ---------------- Other assets 2,156 ---------------- TOTAL ASSETS $ 62,443 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 0 Liabilities held for sale -- Other current liabilities (0) ---------------- TOTAL CURRENT LIABILITIES 0 ---------------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 6,267 Net intercompany due to (from) 56,176 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 62,443 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 4,212 Closed store reserves -- Other liabilities 2,036 Pension obligation -- Taxes payable 19 ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 6,267
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was March 31, 2003; therefore all liabilities have been reclassified as Liabilities Subject to Compromise except for specific postpetition liabilities, primarily payroll related. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF DUNIGAN FUELS, INC. APRIL 19, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 0 Receivables, net 8,405 Inventories -- Assets held for sale 26 Other current assets 2 ---------------- TOTAL CURRENT ASSETS 8,434 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT 122 ---------------- Other assets (0) ---------------- TOTAL ASSETS $ 8,555 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 0 Liabilities held for sale -- Other current liabilities -- ---------------- TOTAL CURRENT LIABILITIES 0 ---------------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities 0 Liabilities subject to compromise 9,067 Net intercompany due to (from) (513) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 8,555 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 8,895 Closed store reserves 172 Other liabilities -- Pension obligation -- Taxes payable -- ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 9,067
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was April 19, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FAVAR CONCEPTS, LTD APRIL 19, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 508 Receivables, net 317 Inventories 2,464 Assets held for sale -- Other current assets 7 ---------------- TOTAL CURRENT ASSETS 3,296 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT 9,880 ---------------- Other assets 98 ---------------- TOTAL ASSETS $ 13,273 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 154 Liabilities held for sale -- Other current liabilities 13 ---------------- TOTAL CURRENT LIABILITIES 168 ---------------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 615 Net intercompany due to (from) 12,491 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 13,273 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 459 Closed store reserves -- Other liabilities 1 Pension obligation -- Taxes payable 155 ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 615
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was April 19, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING COMPANIES, INC. APRIL 19, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 9,749 Receivables, net 435,129 Inventories 497,854 Assets held for sale 36,270 Other current assets 51,156 ---------------- TOTAL CURRENT ASSETS 1,030,160 ---------------- Investments and notes receivable, net 57,040 Investment in direct financing leases 64,089 ---------------- NET PROPERTY AND EQUIPMENT 393,250 ---------------- Other assets 160,205 ---------------- TOTAL ASSETS $ 1,704,744 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 0 Liabilities held for sale -- Other current liabilities 40,737 ---------------- TOTAL CURRENT LIABILITIES 40,737 ---------------- Long-term debt -- Long-term obligations under capital leases 177,178 Other liabilities 10,780 Liabilities subject to compromise 2,727,188 Net intercompany due to (from) (475,936) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share 135,227 Capital in excess of par value 707,100 Reinvested earnings (deficit) (1,490,027) Accumulated other comprehensive income: Additional minimum pension liability 1,712 Cumulative foreign currency translation adjustment (129,215) ---------------- TOTAL SHAREHOLDERS' EQUITY $ (775,203) ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,704,744 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ 1,856,036 Accounts payable 453,748 Closed store reserves 40,681 Other liabilities 140,737 Pension obligation 211,884 Taxes payable 24,102 ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 2,727,188
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was April 19, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING FOODS OF TEXAS, L.P. APRIL 19, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ (0) Receivables, net 64,481 Inventories 28,094 Assets held for sale 3,397 Other current assets 1,598 ---------------- TOTAL CURRENT ASSETS 97,570 ---------------- Investments and notes receivable, net 8,687 Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT 10,914 ---------------- Other assets 13,529 ---------------- TOTAL ASSETS $ 130,700 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ (0) Liabilities held for sale -- Other current liabilities 660 ---------------- TOTAL CURRENT LIABILITIES 660 ---------------- Long-term debt -- Long-term obligations under capital leases 2,411 Other liabilities -- Liabilities subject to compromise 43,634 Net intercompany due to (from) 83,995 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 130,700 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 42,027 Closed store reserves -- Other liabilities 997 Pension obligation -- Taxes payable 610 ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 43,634
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was April 19, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING INTERNATIONAL. LTD APRIL 19, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ -- Receivables, net 614 Inventories -- Assets held for sale -- Other current assets 131 ---------------- TOTAL CURRENT ASSETS 745 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT -- ---------------- Other assets 51 ---------------- TOTAL ASSETS $ 796 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ -- Liabilities held for sale -- Other current liabilities -- ---------------- TOTAL CURRENT LIABILITIES -- ---------------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise -- Net intercompany due to (from) 796 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 796 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable -- Closed store reserves -- Other liabilities -- Pension obligation -- Taxes payable -- ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ --
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was April 19, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING SUPERMARKETS OF FLORIDA, INC. APRIL 19, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ -- Receivables, net 720 Inventories -- Assets held for sale -- Other current assets -- ---------------- TOTAL CURRENT ASSETS 720 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT -- ---------------- Other assets 175 ---------------- TOTAL ASSETS $ 895 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ -- Liabilities held for sale -- Other current liabilities -- ---------------- TOTAL CURRENT LIABILITIES -- ---------------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities 0 Liabilities subject to compromise 382 Net intercompany due to (from) 513 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 895 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable -- Closed store reserves -- Other liabilities 382 Pension obligation -- Taxes payable -- ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 382
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was April 19, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING TRANSPORTATION SERVICES, INC. APRIL 19, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ -- Receivables, net 441 Inventories -- Assets held for sale -- Other current assets 147 ---------------- TOTAL CURRENT ASSETS 588 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT 7,667 ---------------- Other assets -- ---------------- TOTAL ASSETS $ 8,255 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 27 Liabilities held for sale -- Other current liabilities 503 ---------------- TOTAL CURRENT LIABILITIES 530 ---------------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 242 Net intercompany due to (from) 7,483 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 8,255 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 208 Closed store reserves -- Other liabilities 25 Pension obligation -- Taxes payable 9 ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 242
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was April 19, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF HEAD DISTRIBUTING COMPANY MARCH 31, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 0 Receivables, net 22,468 Inventories 17,705 Assets held for sale -- Other current assets 932 ---------------- TOTAL CURRENT ASSETS 41,106 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT 3,878 ---------------- Other assets 3,578 ---------------- TOTAL ASSETS $ 48,561 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 5,791 Liabilities held for sale -- Other current liabilities 0 ---------------- TOTAL CURRENT LIABILITIES 5,791 ---------------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 6,548 Net intercompany due to (from) 36,223 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 48,561 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 6,617 Closed store reserves -- Other liabilities (95) Pension obligation -- Taxes payable 26 ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 6,548
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was March 31, 2003; therefore all liabilities were reclassified as Liabilities Subject to Compromise except for specific postpetition liabilities, primarily payroll related. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF MINTER-WEISMAN CO. APRIL 19, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 3,142 Receivables, net 17,411 Inventories 12,234 Assets held for sale -- Other current assets 1,752 ---------------- TOTAL CURRENT ASSETS 34,629 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT 2,523 ---------------- Other assets 470 ---------------- TOTAL ASSETS $ 37,622 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 8,420 Liabilities held for sale -- Other current liabilities 125 ---------------- TOTAL CURRENT LIABILITIES 8,545 ---------------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 6,017 Net intercompany due to (from) 23,060 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 37,622 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 5,794 Closed store reserves -- Other liabilities 208 Pension obligation -- Taxes payable 15 ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 6,017
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was April 19, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF PIGGLY WIGGLY COMPANY APRIL 19, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 0 Receivables, net 1,090 Inventories -- Assets held for sale -- Other current assets 106 ---------------- TOTAL CURRENT ASSETS 1,203 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT 1,103 ---------------- Other assets (0) ---------------- TOTAL ASSETS $ 2,306 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 38 Liabilities held for sale -- Other current liabilities 13 ---------------- TOTAL CURRENT LIABILITIES 51 ---------------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 858 Net intercompany due to (from) 1,397 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,306 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 599 Closed store reserves -- Other liabilities 259 Pension obligation -- Taxes payable -- ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 858
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was April 19, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF PROGRESSIVE REALTY, INC. APRIL 19, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ -- Receivables, net -- Inventories -- Assets held for sale -- Other current assets -- ---------------- TOTAL CURRENT ASSETS -- ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT -- ---------------- Other assets -- ---------------- TOTAL ASSETS $ -- ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 4 Liabilities held for sale -- Other current liabilities 0 ---------------- TOTAL CURRENT LIABILITIES 4 ---------------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities (7) Liabilities subject to compromise 1,526 Net intercompany due to (from) (1,523) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ (0) ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable -- Closed store reserves -- Other liabilities 1,526 Pension obligation -- Taxes payable -- ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,526
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was April 19, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RAINBOW FOOD GROUP, INC. APRIL 19, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 11,112 Receivables, net 10,853 Inventories 0 Assets held for sale 139,592 Other current assets 3,715 ---------------- TOTAL CURRENT ASSETS 165,272 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT 0 ---------------- Other assets 2,521 ---------------- TOTAL ASSETS $ 167,794 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 12,418 Liabilities held for sale 36,212 Other current liabilities 4,007 ---------------- TOTAL CURRENT LIABILITIES 52,637 ---------------- Long-term debt -- Long-term obligations under capital leases 23,668 Other liabilities (0) Liabilities subject to compromise 27,358 Net intercompany due to (from) 64,130 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 167,794 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 23,578 Closed store reserves -- Other liabilities 510 Pension obligation 1,570 Taxes payable 1,700 ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 27,358
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was April 19, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RETAIL INVESTMENTS, INC. APRIL 19, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2 Receivables, net -- Inventories -- Assets held for sale -- Other current assets 0 ---------------- TOTAL CURRENT ASSETS 2 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT -- ---------------- Other assets -- ---------------- TOTAL ASSETS $ 2 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ -- Liabilities held for sale -- Other current liabilities 3 ---------------- TOTAL CURRENT LIABILITIES 3 ---------------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise -- Net intercompany due to (from) (1) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable -- Closed store reserves -- Other liabilities -- Pension obligation -- Taxes payable -- ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ --
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was April 19, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RFS MARKETING SERVICES, INC. APRIL 19, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 12 Receivables, net 23 Inventories -- Assets held for sale -- Other current assets 1 ---------------- TOTAL CURRENT ASSETS 36 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT -- ---------------- Other assets 33 ---------------- TOTAL ASSETS $ 69 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ (0) Liabilities held for sale -- Other current liabilities -- ---------------- TOTAL CURRENT LIABILITIES (0) ---------------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities (0) Liabilities subject to compromise 53 Net intercompany due to (from) 16 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 69 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 30 Closed store reserves -- Other liabilities 23 Pension obligation -- Taxes payable -- ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 53
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was April 19, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RICHMAR FOODS, INC. APRIL 19, 2003 ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 5,232 Receivables, net 5,441 Inventories 0 Assets held for sale 89,803 Other current assets 1,319 ---------------- TOTAL CURRENT ASSETS 101,796 ---------------- Investments and notes receivable, net -- Investment in direct financing leases -- ---------------- NET PROPERTY AND EQUIPMENT 0 ---------------- Other assets 1,423 ---------------- TOTAL ASSETS $ 103,219 ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 494 Liabilities held for sale 11,238 Other current liabilities 4,218 ---------------- TOTAL CURRENT LIABILITIES 15,950 ---------------- Long-term debt -- Long-term obligations under capital leases 21,446 Other liabilities (0) Liabilities subject to compromise 18,352 Net intercompany due to (from) 47,472 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ---------------- TOTAL SHAREHOLDERS' EQUITY $ -- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 103,219 ---------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 12,356 Closed store reserves -- Other liabilities 2,244 Pension obligation 50 Taxes payable 3,702 ---------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 18,352
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was April 19, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 (DOLLARS IN 000'S) STATUS OF POSTPETITION TAXES The beginning tax liability should be the ending liability from the prior month or, if this is the first report, the amount should be zero.
BEGINNING AMOUNT ENDING TAX WITHHELD AMOUNT TAX FLEMING LIABILITY OR ACCRUED PAID LIABILITY - ------- --------- ---------- -------- --------- Federal Payroll Taxes[1] $ -- $ (9,166) $ 9,013 $ (153) Income -- -- -- -- --------- -------- -------- --------- Total Federal Taxes $ -- $ (9,166) $ 9,013 $ (153) --------- -------- -------- --------- State and Local Payroll Taxes[1] $ -- $ (1,129) $ 479 $ (650) Sales[2] -- (1,539) 284 (1,255) Excise[2] -- (40) 2 (37) Real & Personal Property[3] -- (12,964) -- (12,964) Cigarette & Tobacco[4] -- (1,979) 1,979 -- Franchise[2] -- (51) 31 (20) --------- -------- -------- --------- Total State and Local $ -- $(17,702) $ 2,775 $ (14,927) --------- -------- -------- --------- Total Taxes $ -- $(26,867) $ 11,788 $ (15,080) --------- -------- -------- ---------
BEGINNING AMOUNT ENDING TAX WITHHELD AMOUNT TAX CORE-MARK[5] LIABILITY OR ACCRUED PAID LIABILITY - ------------ --------- ---------- -------- --------- Federal N/A N/A N/A N/A Payroll Taxes[1] N/A N/A N/A N/A Income N/A N/A N/A N/A Other N/A N/A N/A N/A --------- -------- -------- --------- Total Federal Taxes N/A N/A N/A N/A --------- -------- -------- --------- State and Local N/A N/A N/A N/A Payroll Taxes[1] N/A N/A N/A N/A Sales N/A N/A N/A N/A Excise N/A N/A N/A N/A Real & Personal Property N/A N/A N/A N/A Cigarette & Tobacco N/A N/A N/A N/A Franchise N/A N/A N/A N/A --------- -------- -------- --------- Total State and Local N/A N/A N/A N/A --------- -------- -------- --------- Total Taxes N/A N/A N/A N/A --------- -------- -------- ---------
SUMMARY OF UNPAID POSTPETITION DEBTS
FLEMING ACCOUNTS PAYABLE AGING (IN THOUSANDS) AMOUNT - --------------------------------------------- -------- Current $ -- 0 - 30 days[6] (27,371) 31 - 60 days -- 61 - 90 days -- 91+ days -- -------- Total Accounts Payable[7] $(27,371) --------
CORE-MARK ACCOUNTS PAYABLE AGING (IN THOUSANDS)[8] AMOUNT - -------------------------------------------------- -------- Current N/A 0 - 30[6] N/A 31 - 60 days N/A 61 - 90 days N/A 91+ days N/A -------- Total Accounts Payable[7] N/A --------
EXPLAIN HOW AND WHEN THE DEBTOR INTENDS TO PAY ANY PAST-DUE POSTPETITION DEBTS. Fleming Companies, Inc. and its related subsidiaries do not have material past due postpetition debts. However, those debts that are past due will be paid through the ordinary course of business. Further, Fleming Companies, Inc. anticipates it will incur certain contract cure costs related to those contracts assigned to C&S Wholesale Grocers, Inc. when the sale of Fleming Companies, Inc.'s wholesale grocery operations closes. NOTES [1] Payroll taxes include all employer and employee payroll related items withheld and accrued. Further, Fleming's payroll taxes, both federal and state, include Core-Mark's seven Eastern Divisions. [2] Sales, Excise and Franchise postpetition taxes were calculated by applying 19/28 to the period 4 net accrual increase/decrease. Finally, Sales, Excise and Franchise data excludes Milwaukee PSC as data was not available. [3] Postpetition real and personal property taxes include 275/365 of 2003 (April 2003 - December 2003) taxes and 2004 real property taxes. [4] Cigarette and tobacco tax data was not available on an accrual basis. As a result, the total expense for the 4 period was allocated to postpetition by applying 19/28 to the total period expense. The calculated expense was recorded as the accrual and expense amount. [5] Core-Mark's period 4 (3/31/03) taxes represent a prepetition tax liabilities and therefore are excluded. [6] Fleming is unable to provide an Accounts Payable Aging. Therefore, Fleming's Accounts Payable is shown as 30 days old. Aging includes Head and Minter-Weisman. [7] Accounts Payable per the Balance Sheet includes trade accounts payable, retailer incentives and other accrued expenses. [8] Core-Mark's period 4 (3/31/03) accounts payable is prepetition and therefore not scheduled. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03-4/19/03 (DOLLARS IN 000'S) ACCOUNTS RECEIVABLE AGINGS
FLEMING ACCOUNTS RECEIVABLE AGING[1][2] AMOUNT - ---------------------------------------- ------------ Not Due $ 150,110 Current 163,343 1-7 days old 108,646 8-14 days old 26,042 15-21 days old 16,254 + Over 21 days 159,816 Credits Over 21 days (25,547) Total Accounts Receivable 598,662 Amount considered uncollectible (Bad Debt)[3] (49,328) Accounts Receivable (Net)[4] $ 549,335
CORE-MARK ACCOUNTS RECEIVABLE AGING[1][2] AMOUNT - ----------------------------------------- ------------ Current $ 129,632 1-30 days old 22,295 31-45 days old 806 40-60 days old (62) 61-90 days old 1,585 91-120 days old 552 + Over 120 days 5,171 Total Accounts Receivable 159,980 Amount considered uncollectible (Bad Debt) (4,207) Accounts Receivable (Net)[4] $ 155,773
DEBTOR QUESTIONAIRE
MUST BE COMPLETED SUCH MONTH YES NO 1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.[6] X 2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. X 3. Have all postpetition tax returns been timely filed? If no, provide an explanation below. X 4. Are workers compensation, general liability and other necessary insurance coverages in effect? X If no, provide an explanation below.
NOTES [1] Fleming's Accounts Receivable Aging includes Core-Mark's 7 Eastern divisions ("Fleming 7"). [2] An Accounts Receivable Aging was not available for all of Fleming's entities, excluding wholesale. The wholesale accounts receivable was aged above as it accounts for approximately 59.4% of the total accounts receivable balance. The remaining accounts receivable balance (including any adjustments) was allocated to each aging category based on the percentage of Fleming's wholesale aging categories to total wholesale accounts receivable. [3] Amount considered uncollectible (Bad Debt) is per the general ledger for all entities as of April 19, 2003. [4] Total Accounts Receivable (Net) will not agree to the balance sheet as the balance sheet includes current notes receivables of approximately $18.1 million. [5] Core-Mark's Accounts Receivable data is for Core-Mark's period 4 ended March 31, 2003. Further, Core-Mark's Accounts Receivable Aging total differed from the general ledger total due to timing differences and adjustments. As a result, the remaining receivable balance was allocated to each aging category based on the percentage of each aging category to total accounts receivable. [6] On April 3, 2003 Fleming Companies, Inc. sold a liquor license to Kroger for approximately $1.4 million in net proceeds. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03-4/19/03 If additional information is required for the current or any future Monthly Operating Reports, please send the request to Jerry Rebel at Fleming Companies (1945 Lakepointe Dr.; Lewisville, TX 75057). (ERNST & YOUNG LLP LETTERHEAD) FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 4/1/03 - 4/19/03 TAX AFFIDAVIT By order of this Court dated May 6, 2003, Ernst & Young (E&Y) has been retained to provide certain tax services to the Debtors (the "Tax Services"), E&Y provided the Tax Services pursuant to the terms and conditions set forth in the engagement letter attached hereto as Ex. A which was allowed under the May 6, 2003 Bankruptcy Court Order of E&Y retention. Pursuant to this retention order, E&Y assists the Debtor with the following tax services on behalf of Fleming Companies, Inc. and affiliates (the "Debtor"): o Prepare certain federal income, state income, state franchise, gross receipts and net worth tax returns and provide them to management of the Debtor for signature; o Prepare certain sales, excise, and use tax returns for U.S., state and local governments and provide them to management of the Debtor for filing; o Provide certain property tax returns prepared by third party consultants to management of the Debtor for filing; o Prepare certain property tax returns and provide them to management of the Debtor for filing; and o Update a tax filing calendar for certain income, franchise, sales and use, cigarette, tobacco, and other miscellaneous taxes, and business license filings and provide it to Debtor's management for review and approval. The Debtor's management is responsible for establishing and maintaining its tax system and procedures. To the best of my knowledge, E&Y has completed these activities related to the tax returns covered by the engagement letter which are required to be prepared or filed by the Fleming Companies, Inc. and its affiliates during the reporting period referenced above. August 11, 2003 /s/ Lisa P. Shield - --------------- ----------------------- Date Lisa P. Shield, Partner April 8, 2003 Mr. Mark Shapiro Chief Financial Officer Fleming Companies, Inc. 1945 Lakepointe Dr. Lewisville, Texas 75057 Tax Operate Engagement Letter Dear Mr. Shapiro: This letter will confirm the engagement of Ernst & Young LLP ("E&Y") to provide Tax Outsourcing and Operations Services ("Services") described below to Fleming Companies, Inc. and affiliates ("the Company") subsequent to its filing a Chapter 11 petition in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). This Agreement sets out the scope and timing of those Services and the fee arrangements for our work. These services will commence upon approval by the Bankruptcy Court and remain in effect until the earlier of April 1, 2008 or such time as the Company emerges from Chapter 11. We have agreed to provide such Services, contingent upon the Bankruptcy Court's approving our retention, in accordance with the terms and conditions which are set forth in the Agreement. SCOPE OF SERVICES We will provide to the Company the Services described in Attachment 1 ("the Services"), which may be modified from time to time by our mutual written consent, subject to the terms of this Agreement, the attached Supplemental Terms and Conditions, and approval of the Bankruptcy Court. The Company's management is responsible for establishing and maintaining its tax system and procedures and directing the tax function. It will: (1) designate the appropriate individual to be responsible for the tax function; (2) determine the scope and frequency of all Services to be performed; (3) provide us with accurate, timely information and appropriate resources to enable us to perform Services; (4) maintain books and records as required by law and as is necessary to support any positions taken on any tax return included within the scope of this engagement in the event of any taxing authority examination; and (5) evaluate the adequacy of the tax procedures performed. The Management Liaison will assist in recommending tax services to be provided by E&Y to the Company. The Management Liaison is responsible for decisions regarding tax services to be performed. Mr. Mark Shapiro Page 2 Fleming Companies, Inc. April 8, 2003 Our advice and services are only applicable to the specific facts presented to us. This agreement expressly authorizes the Company to disclose every aspect of our advice and Services with any and all persons, without limitation. However, because our advice is solely for the benefit of the Company and is not to be relied upon by any other persons, as part of any such disclosure the Company must inform all such persons that they may not rely upon our advice without our written consent. The Company consents to the disclosure of its tax return information to E&Y, its partners, and employees, for the purpose of rendering tax and accounting services to clients. We will not disclose or otherwise use this information for any purpose other than that described in this letter or as allowed under the laws of the applicable jurisdictions. Information regarding federal tax advice provided to you, communications between us, and material we create in the course of providing that advice, may be privileged and protected from disclosure to Internal Revenue Service (IRS). If IRS seeks disclosure from you or us of written or oral communications relating to the advice, we will discuss with you whether and how you assert, or waive, the privilege. DISCLOSURE OF REPORTABLE TRANSACTIONS Treasury regulations require corporations and other entities to file disclosure statements relating to certain tax strategies/transactions that the IRS has identified as Listed Transactions, any transaction that is substantially similar to a Listed Transaction, and Other Reportable Transactions. The disclosure statements must be filed with the proper tax return and also sent separately to the IRS. Failure to properly disclose any of these transactions/strategies in which the Company directly or indirectly participated may result in the imposition of penalties. During the process of gathering data to prepare the Company's federal tax returns, we require Company personnel to complete a questionnaire regarding Listed Transactions and Other Reportable Transactions. If their is a particular person in the Company, other than you, who should be responding to these questions, please immediately provide that person's name, position and telephone number to Lisa P. Shield at E&Y. E&Y will not be liable for any penalties resulting from the Company's failure to accurately and timely respond to these questions or to timely file the required disclosure statements. USE OF E&Y SOFTWARE During the engagement, the Company employees authorized by both E&Y and the Company will have access to E&Y's software know as TaxSite, eyC@Pture TaxDriveR, and/or QuickPlace (collectively know as "the Software"), for the purposes of assisting the Company through E&Y's completion of the Services. We will not install the Software on the Company's computers. The Company will not, nor permit others, to copy, duplicate, or modify the Software. The Company will not decompile, reverse engineer, or in any way derive any source code from or create any derivative work of the Software. The Company acknowledges that its use of the Software is not a substitute for any documentation or system of records created or Mr. Mark Shapiro Page 3 Fleming Companies, Inc. April 8, 2003 maintained pursuant to law, including but not limited to Internal Revenue Code Section 6001. The Company is responsible for maintaining separate copies of any documentation it inputs into the Software. Software is provided "AS IS" without warranty and E&Y shall not provide any support or maintenance for the Software unless otherwise mutually agreed. The Company's use of QuickPlace shall be subject to and governed by the terms and conditions of a user agreement under the terms and conditions of which are required to be agreed to by an authorized representative of the Company prior to the Company's access to QuickPlace. FEES E&Y will bill the Services outlined in this Agreement based on standard hourly rates for provision of this category of service, which are revised annually effective July 1. Presently, these rates range as follows by level of tax professional: Partners and Principals $425 to $750 Senior Managers $370 to $540 Managers $250 to $490 Senior Staff $180 to $375 Staff $130 to $240 We will request payment of our fees in accordance with local bankruptcy rules for the District of Delaware and any relevant administrative orders. In addition, we will request reimbursement of our actual expenses related to this Agreement, as well as fees for any time (including reasonable expenses of legal counsel) we may incur in considering or responding to discovery requests or participating as a witness or otherwise in any legal, regulatory or other proceeding as a result of our performance of these Services. STAFFING FOR PROVISION OF TAX COMPLIANCE SERVICES Lisa P. Shield will be the engagement tax partner responsible for the provision of our tax services. David Coley, Senior Manager, and Dave Sigler, Senior Manager will work closely with Lisa Shield and management in providing tax services. If any of these individuals ceases to provide tax services to the Company pursuant to this Agreement, Ernst & Young will so advise the Company and, if that professional is replaced, provide the Company with the name of that professional's replacement. Our tax services team includes the following tax professionals as of the date of this petition. Other professionals may be needed to assist with our provision of services to the Company on an ongoing basis. 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 Niessen Timothy Murray Hilary Mink Keith Anderson Patsy Bustamente Katie Duren Austin Lee Lindsey Lakey Deborah Banheisal Donna Ellington Joyce Bauchner Mohua Bardan Tresa Simbye Kathy Everidge Raymond Smith Steve Graham Susan Hudson Cindy Vintrella Esparanza English Pamela Young Carolyn S. Coen Cletith Simmons
In addition to members of our tax services team, others involved in serving you, such as senior members of the internal audit team, may participate in our provision of tax advice so that, among other things, they can provide relevant input into the process and the effects of financial statement treatment on the tax advice we provide may be considered on a timely bases. Other staff, not identified herein, may be utilized as required to conduct our work in the most efficient manner possible. OTHER MATTERS We will perform the services outlined in this letter for the Term of the Agreement until either party terminates this agreement upon 120 days written notice or the Company emerges from Chapter 11, whichever event occurs first. E&Y is not responsible for any damages or losses the Company may incur because it failed to meet any deadline on a timely basis as a result of its termination of this Agreement. In the event we are requested or authorized by the Company or are required by government regulation, subpoena, or other legal process to produce our documents or personnel as witnesses regarding our Services for Company, you will reimburse us for our professional time and expenses, as well as our counsel's fees and expenses, incurred in responding to such requests. The Company will provide E&Y with reasonable accommodations for facilities (e.g., individual work space, other work-related facilities and telecommunications), and with access to electronic records needed to provide Services. If any part of this Agreement is held to be void, invalid, or otherwise unenforceable, the remaining Agreement provisions are not affected. Without prior written consent of the other party, neither party may assign any rights or obligations herein, in whole or in part. The subject matter contained herein constitutes the entire agreement between the parties, superseding all agreements and understandings made before the date of this Agreement. Mr. Mark Shapiro Page 5 Fleming Companies, Inc. April 8, 2003 Any controversy or claim with respect to, in connection with arising out of, or in any way related to this Agreement or the Services provided hereunder (including any such matter involving any parent, subsidiary, affiliate, successor in interest or agent of the Company or of E&Y) shall be brought in the Bankruptcy Court or the District Court if such District Court withdraws the reference and the parties to this Agreement, and any and all successors and assigns thereof, consent to the jurisdiction and venue of such court as the sole exclusive forum (unless such court does not have jurisdiction and venue of such claims or controversies) for the resolution of such claims, caused of action or lawsuits. The parties to this Agreement, and any and all successors and assigns thereof, hereby waive trial by jury, such waiver being informed and freely made. If the Bankruptcy Court or the District Court upon withdrawal of the reference does not have or retain jurisdiction over the foregoing claims or controversies, the parties to this Agreement and any and all successors and assigns thereof, agree to submit first to nonbonding mediation; and, if mediation is not successful, then to binding arbitration, in accordance with the dispute resolution procedures set forth in Attachment 2 of the Agreement. Judgment on any arbitration award may be entered in any court having proper jurisdiction. The foregoing is binding upon the Company, E&Y and any and all successors and assigns thereof. IRS released regulations increasing the disclosures that taxpayers and tax advisors may have to make and records they may have to retain in connection with transactions that have federal income tax reduction as a significant purpose. At your request, we will discuss these disclosure and record retention requirements and their possible application to transactions arising out of this engagement. Our fee for such services may be contained in a modification to this Agreement or a separate engagement letter if significant work is to be performed. The benefits of this Agreement shall inure to the respective successors and assigns of the parties hereto and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns. We understand that the Company or E&Y may provide notice to terminate our engagement at any time. The alternative dispute resolution provision contained in Attachment 2 to the Agreement will remain operative and in full force and effect regardless of any termination or expiration of this Agreement and shall survive completion of the Company's bankruptcy proceedings whether through a confirmed plan of reorganization, liquidation of the Company's assets under Chapter 11 or 7 of Title 11 of the United States Code, or otherwise. As set forth herein, the Company has requested that E&Y provided tax operations services, the scope of which is set forth in the Agreement. The Company recognizes and acknowledges that by performing the services set forth in the Agreement, E&Y is not acting in any Company management capacity and that the Company has not asked E&Y to make, nor has E&Y agreed to make, any business decisions on behalf of the Company. All decisions about the business or operations of the Company remain the sole responsibility of the Company's management and it board of directors. By agreement to the provision of the services set forth in the Agreement, E&Y is not providing a guarantee to the Company that E&Y's performance of those services to the terms and conditions set forth in the Agreement will guarantee the Company's successful reorganization Mr. Mark Shapiro Page 6 Fleming Companies, Inc. April 8, 2003 under Chapter 11 of Title 11 of the United States Code, Except as expressly provided herein, this engagement letter does not modify the terms or provisions of any engagement letter for other professional services, which were agreed to prior to the date noted below. We appreciate the opportunity to be of continued service. If you have any questions regarding this letter, please contact Lisa P. Shield at (817) 348-6056. Please indicate your acceptance of the above arrangements by signing and returning the enclosed copy of this letter. Very truly yours, /s/ Ernst & Young Llp FLEMING COMPANIES, INC. By: /s/ Mark Shapiro 4/11/03 ------------------------------------------------ Mark Shapiro, Chief Financial Officer Date Mr. Mark Shapiro Page 7 Fleming Companies, Inc. April 8, 2003 TAX OPERATIONS SERVICES ENGAGEMENT AGREEMENT SUPPLEMENTAL TERMS AND CONDITIONS A. Proprietary and Related Rights 1. Company Property. All information the Company supplies to E&Y in connection with the Services being provided will remain the property of the Company or its licensors. All tax returns, reports and other documents prepared for the Company using this information will be the Company's property and the Company will be solely responsible for the retention of such documents. 2. E&Y Property. During the term of this engagement, we may use certain methodologies, programs, or procedures ("Technical Elements") developed or used by us or our licensors, including enhancements or improvements developed during the performance of Services. Our use of these Technical Elements during the engagement does not grant the Company a license or property interest in them. We will retain: (1) the right to use our knowledge, experience and know-how, including Technical Elements developed while performing the Services, in providing services to other clients; (2) ownership of all working papers we prepare for purposes of documenting, in accordance with professional requirements, our performance of the Services; and (3) copies of tax returns, reports and other documents prepared by us, for our own purposes and use. B. Confidential Information 1. Confidentiality. Unless specified in this Agreement, when E&Y receives Confidential Information, as defined below, from the Company in connection with the Services, it will not disclose the Confidential Information outside of E&Y. "Confidential Information" is information that is not generally known to the public; that would reasonably be considered confidential or proprietary; and that the Company specifically designates as "confidential." Confidential Information does not include information that: (i) at the time of its disclosure, is or thereafter becomes, part of the public domain through a source other than E&Y; (ii) was known to E&Y prior to the time of its disclosure; (iii) is independently developed by E&Y without reference to any Confidential Information; or (iv) is subsequently learned from a third party not known by E&Y to be subject to an obligation of confidentiality with respect to the information disclosed. 2. Exceptions. Nothing in this Agreement will limit our ability to disclose such Confidential Information, and we will have no liability for such disclosure, as long as the disclosure is: (i) required pursuant to law, regulation, professional responsibility, government authority, duly authorized summons, subpoena or court order and we provide notice to the Company prior to the disclosure; (ii) required by a court or other tribunal in connection with the enforcement of our rights under this Agreement; or (iii) approved for disclosure by the prior written consent of the Company. Mr. Mark Shapiro Page 8 Fleming Companies, Inc. April 8, 2003 3. Survival of Restrictions. The terms of this Section B will survive this Agreement's termination, continuing in full force and effect for two years from the date of such termination, or longer if otherwise required by law or regulation. C. Relationship of Parties 1. Independent Contractor. Nothing in this Agreement will be construed to imply a joint venture, partnership or agency relationship between the parties for any purpose. Each party is an independent contractor in connection with this Agreement and as such neither will have any authority to bind or commit the other. 2. Concerning Employees. Personnel supplied by either party are employees (or partners, in the case of E&Y partners) of that party and will not be considered employees or agents of the other party. Unless provided elsewhere in this Agreement, each party is solely responsible for the supervision, daily direction and control of its employees, and the payment of salaries, including all payroll related withholdings and remits. If the parties agree that E&Y will hire certain of the Company's employees, hiring will occur on terms and conditions mutually agreeable to the parties. D. Miscellaneous If any part of this Agreement is held to be void, invalid, or otherwise unenforceable, the remaining Agreement provisions remain in effect. Neither party may assign this Agreement or any rights or obligations under it, in whole or in part, without the other party's prior written consent. Except to the extent that portions of prior Agreements are incorporated into this Agreement by reference, this Agreement constitutes the entire agreement between the parties regarding its subject matter, superseding all agreements and understandings between the Company and E&Y with respect thereto made prior to the date of this Agreement. Any controversy or claim with respect to, in connection with arising out of, or in any say related to this Agreement or the Services provided hereunder (including any such matter involving any parent, subsidiary, affiliate, successor in interest or agent of the Company or E&Y) shall be brought in the Bankruptcy Court or the District Court if such District Court withdraws the reference and the parties to this Agreement, and any all successors and assigns thereof, consent to the jurisdiction and venue of such court as the sole exclusive forum (unless such court does not have jurisdiction and venue of such claims or controversies) for the resolution of such claims, caused of action or lawsuits. The parties to this Agreement, and any and all successors and assigns thereof, hereby waive trial by jury, such waiver being informed and freely made. If the Bankruptcy Court or the District Court upon withdrawal of the reference does not have or retain jurisdiction over the foregoing claims or controversies, the parties to this Agreement and any and all successors and assigns thereof, agree to submit first to nonbonding mediation; and, if mediation is not successful, then to binding arbitration, in accordance with the dispute resolution procedures set forth in Attachment 2 to the Agreement. Judgment on any arbitration award may be entered in any court having proper jurisdiction. The foregoing is binding upon the Company, E&Y and any and all successors and assigns thereof. Mr. Mark Shapiro Page 9 Fleming Companies, Inc. April 8, 2003 Attachment 1 SCOPE OF SERVICES E&Y and the Management Liaison will agree to a tax services to be performed in the course of this engagement. E&Y will perform the tasks in order to manage the tax function on behalf of the Company. The Company's Management Liaison will authorize the tax programs and procedures E&Y recommends. Except where otherwise noted, E&Y will be responsible for services, reports and deadlines falling within the term of the Agreement. Pursuant to the E&Y engagement letter, E&Y will provide such tax services as E&Y and the Company shall deem appropriate and feasible in order to perform tax services in the Agreement and to advise the Company in the course of the Chapter 11, including but not limited to the following services; FEDERAL AND STATE INCOME TAX COMPLIANCE, CONSULTING AND ADMINISTRATION o Prepare Federal and all state income and franchise, gross receipts and net worth tax returns on behalf of Fleming (including Core-Mark at 6/18/02 forward) and maintain tax files and documentation consistent with E&Y standards for Calendar Year 2002 through 2004 returns. o Preparations of certain adjustments and book/tax differences related to Forms 1120 and state tax returns for Core-Mark and its subsidiaries for the 6-17-02 short period tax returns. o Prepare Canada Income Tax Form T2 and provincial income and capital tax returns and maintain tax files and documentation consistent with E&Y standards for Canadian branch tax for calendar year 2002 through 2004 returns. o Prepare a quarterly and annual tax calendar for the upcoming quarter and year, including (i) estimated cash payments for tax liabilities anticipated, and (ii) other tax matters which should be addressed. o Prepare check requests, check deposits, certified mailing and electronic filing of tax payments. o Coordinate and respond to Federal and state audits and notices including Canada and provincial audits and notices. o Prepare FAS 109 quarterly and annual analysis, including preliminary footnote draft for review and approval by Fleming. o Prepare quarterly federal and state estimated income tax payments, including franchise, gross receipts and all other required payments, extension computations and payments, and monthly estimated tax payments for Canadian returns, beginning with September 15, 2002 estimated payments for Fleming and December 15, 2002 for Core-Mark. o Prepare and provide to Fleming treasury department quarterly a schedule of estimated cash requirement for Federal income taxes. o Prepare FSC return based upon the limited methodology used by Fleming for the 2001 FSC return. Mr. Mark Shapiro Page 10 Fleming Companies, Inc. April 8, 2003 o Prepare annual reports. o Provide information when requested for acquisitions and divestitures consistent with historical tax team level of effort. o Tax package design, preparation, distribution and review. o Represent Fleming in Federal audits and state audits annually and review Form 5701 consistent with historical tax team level of effort. o Prepare Federal and Canadian amended returns, resulting from RAR's consistent with E&Y's cost-benefit analysis, or submit, as appropriate to state taxing authorities. o Reconciliations of prepaids, liability, deferreds, clearings, interest expense/income accounts and payroll tax penalty assistance and reconciliation of transcripts consistent with historical tax team level of effort. o Information gathering for special projects. o Obtain airplane log and prepare W-2 information reporting. o Tax depreciation computations and reconciliations, including gain loss computations and running all reports for federal and states. Includes documentation of existing review process in place with Core-Mark fixed assets, and agreement as to scope of activities related to fixed assets for tax. o Balance sheet reviews for new accounts and tax basis balance sheets. o Preparation of LIFO computations for Fleming and Core-Mark unless prepared by outside third party providers retained separately by Bankruptcy Court. o Coordination with ERP System Implementation (F1) group to answer limited questions regarding taxability of excise/sales tax items. o Communication of divisional credits for WOTC. o Stuff envelopes for tax return payments. o Limited research on transfer stamps, floor stocks tax returns, etc. Includes preparation of draft of financial statements for 15th period journal entries for tax entities such as Retail Investment, Rainbow Food Group, ABCO Food Group and Bakers Food Group for the review and approval of Fleming accounting staff and Controller/CFO. Also includes allocation of expenses for corporate charges and interest between Canada and the U.S. o Preparation of Unclaimed Property tax returns for Fleming and Core-Mark other than those prepared by outside third party providers. o IRS Account Analysis and Recovery & Interest Netting, including review of IRS Account transcripts, including preparation of Form 2848, preparation of interest computations, and filing of refund claims. o Preparation and review of any required 9100 relief filings or Forms 3115 related to changes in accounting methods, and Forms 1128 related to changes in accounting periods. o Preparation and review of all federal and state amended returns, including Forms 1139 and Forms 1120X and the state equivalents. o Analysis of all transaction related costs incurred by Fleming and Core-Mark for deductibility versus capitalization for income tax purposes. o Research and consultations regarding corporate restructuring and related tax implications for federal and state issues. Mr. Mark Shapiro Page 11 Fleming Companies, Inc. April 8, 2003 o Research and consultations related to employment tax matters. Payroll tax compliance tax return filings and remittances are specifically excluded from the scope of this engagement. o Review of the Company's existing supplemental unemployment benefit ("SUB") plan to ensure the Company continues to receive the appropriate employment tax benefits available under the plan, including assistance with general employment tax questions arising in the normal course of doing business not related to specific transactions, and also including federal employment tax reporting and withholding questions, federal and state income tax withholding penalty notices and resolution, federal and state employment tax audit assistance, state unemployment tax planning associated with acquisition or expansion into new taxing jurisdictions, and executive compensation consultation. o Computation and analysis of earnings and profits of the Company for tax purposes under Section 316 of the Internal Revenue Code. o Preparation and review of computations for Quick Refund Claim Form 4466 relating to ratable allocation election under Treasury Regulation Section 1.1502-76(b), state tax research related to the election, documentation of tax treatment of extraordinary items of income and expense. PROPERTY TAX SERVICES o Oversight of third-party service providers including communications, correspondence, arrangement for data supply and approval of fees, receipt of tax bills and other data. Prepare returns and renditions based on fixed asset and other accounting information provided by Fleming. o Review estimates or analyses of property taxes for accrual and/or tax prorations quarterly. o Research of new or unknown properties and tax parcels, including bills that show up new. o Maintain files for all properties as appropriate. o Validate tax bills and coordinate with the Accounts Payable Department for payment of all real and personal property tax bills. This may entail an electronic transfer of payment information from E&Y to the Fleming Core-Mark Accounts Payable department for approval and processing. o Estimation of year-end accrual information by property annually. o Preparation of annual property tax budget data and information by property. o Research new properties and set up for processing and payment. o Quarterly reconciliation of accounts and review of any third-party prepared renditions. SALES & USE TAX SERVICES o Update and maintain sales and use, cigarette, tobacco, egg, and other miscellaneous taxes, and business license, filing calendars. o Prepare sales and use tax returns for all U.S., state and local governments, and maintain adequate audit trail and supporting documentation. o Prepare other cigarette, tobacco, and other sundry tax filings. Mr. Mark Shapiro Page 12 Fleming Companies, Inc. April 8, 2003 o Prepare responses to audit notices and provide audit assistance for all sales & use tax filing responsibilities, including cigarette, tobacco, egg, miscellaneous, business licences, etc. o Assist with tax issues related to transfer of inventory and licensing issues in consolidation of distribution centers. o Assist with miscellaneous matters related to responding to overdue notices from state tax jurisdictions, including preparation of necessary correspondence, penalty/interest abatement requests, and responses to liens assessed against the Company related to Chapter 11 filing. o Recommend journal entries, intercompany postings and prepare account reconcilations for sales and use tax, and other sundry tax payable accounts and other general ledger accounts as required. o Provide Fleming an electronic check request of payment information related to sales/use and other sundry tax returns. o Respond to notices associated with any tax returns prepared by E&Y or the former Fleming tax department. o Notify a designated Fleming representative of applicable changes related to sales and use, cigarette, tobacco, and other tax rates for maintenance of tax rate tables in the Fleming system as identified by management. o Perform limited research on the taxability of new inventory and non-inventory items or services offered by Fleming, consistent with current tax function. o Respond to other sales, use and other sundry tax questions from Fleming personnel. o Prepare special tax related reports and schedules as requested by Fleming management. o Coordinate with accounting operations to resolve issues on stamps, purchases, inventory accounts, and return variances. o Preparation and review of sales tax refund claims for all sales, use and miscellaneous tax refunds due to the company. o Research and consultations related to Work Opportunity Tax Credits, California Enterprise Zone Hiring Credits, Statutory Credits, Training Grants, and other Incentive Tax matters. o Review of transaction tax process, transaction tax systems and accuracy of taxability tables. Includes preparation and implementation of rate analysis tool to convert and compare cigarette stamp tax and tobacco excise tax rates in FOODS system to the actual rates in order to electronically update the customer master or cigarette/tobacco tax file. Includes preparation of batch files for Company IT department to update rates in FOODS system. BANKRUPTCY TAX SERVICES o Working with Company personnel to develop an understanding of the business objectives related to the Company's potential reorganization and/or restructuring alternatives that the Company is evaluating with existing creditors that may result in a change of the equity, capitalization and/or ownership of the shares of the Company or its assets. o Assist and advise the Company in potential tax related bankruptcy restructuring objectives, implications and post-petion bankruptcy tax matters. Mr. Mark Shapiro Page 13 Fleming Companies, Inc. April 8, 2003 o Provide tax consulting regarding availability, limitations, preservation and maximization of tax attributes, such as net operating losses, alternative minimum tax credits and work opportunity tax credits, minimization of tax costs in connection with stock or asset sales, if any, and assistance with tax issues arising in the ordinary course of the Company's business. o Assist with settling tax claims against the Company and obtaining refunds of reduced claims previously paid by the Company for various taxes, including (but not limited to) federal and state income, franchise, payroll, sales and use, property and excise and business license. o Assistance with evaluating and scheduling tax liabilities and in assessing tax claims by type and entity, including working with bankruptcy counsel to resolve tax claims if the Company files bankruptcy. o Analysis of legal and professional fees incurred during the restructuring or bankruptcy period for purposes of determining future deductibility of such costs. o Documentation of tax analysis, opinions, recommendations, conclusions and correspondences for any proposed restructuring alternative, bankruptcy tax issue or other tax matter described above. OTHER TAX SERVICES For any miscellaneous tax projects requested by the Company and not specifically listed in this Agreement, including tax planning and tax consulting services, E&Y will bill those services in accordance with this standard hourly rates outlined in this Agreement. Mr. Mark Shapiro Page 14 Fleming Companies, Inc. April 8, 2003 ATTACHMENT 2 DISPUTE RESOLUTION PROCEDURES The following procedures shall be used to resolve any controversy or claim ("dispute") as provided in this Agreement, other than objections to fee applications relating to the subject retention. If any of these provisions are determined to be invalid or unenforceable, the remaining provisions shall remain in effect and binding on the parties to the fullest extent permitted by law. MEDITATION A dispute shall be submitted to mediation by written notice to the other party or parties. The mediator shall be selected by agreement of the parties. If the parties cannot agree on a mediator, a mediator shall be designated by the CPR Institute for Dispute Resolution at the request of a party. Any mediator so designated must be acceptable to all parties. The mediation will be conducted as specified by the mediator and agreed upon by the parties. The parties agree to discuss their differences in good faith and to attempt, with assistance of the mediator, to reach an amicable resolution of the dispute. The mediation will be treated as a settlement discussion and therefore will be confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. No recording or transcript shall be made of the mediation proceedings. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties. ARBITRATION If a dispute has not been resolved within 90 days after the written notice beginning the mediation process (or a longer period, if the parties agree to extend the mediation), the mediation shall terminate and the dispute will be settled by arbitration. The arbitration will be conducted in accordance with the procedures in this document and the Rules for Non-Administered Arbitration of the CPR Institute for Dispute Resolution as in effect on the date of the engagement letter, or such other rules and procedures as the parties may designate by mutual agreement. In the event of a conflict, the provisions of this document will control. The arbitration will be conducted before a panel of three arbitrators, two of whom are to be designated by the parties from the CPR Panels of Distinguished Neutrals using the screened selection process provided in the Rules. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator shall be appointed unless he or she has agreed in writing to abide and be bound by these procedures. Mr. Mark Shapiro Page 15 Fleming Companies, Inc. April 8, 2003 In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. The result of the arbitration will be binding on the parties, and judgment on the arbitration award may be entered in any court having jurisdiction. EX-99.2 4 d10044exv99w2.txt MONTHLY OPERATING REPORT FOR 4/20/2003 - 5/17/2003 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.
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/ 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]:
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
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)
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) ---------- ---------- ---------- ---------- ---------- -----------
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT PERIOD COLUMN) 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) -----------
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)
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) ============== ==============
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
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
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
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
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
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
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)
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) -----------
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 - 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) ----------
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 - 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 ----------
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 - 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 ----------
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 - 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 ----------
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 - 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) ----------
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 - 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) $ -- ----------
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 - 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) $ -- ----------
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 - 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) ----------
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
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 -------------
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
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)
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
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)
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
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)
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
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)
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
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)
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
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)
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
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)
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
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)
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
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)
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 $ --
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)
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
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)
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
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)
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
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)
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
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)
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
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)
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
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)
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
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)
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 $ --
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)
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
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)
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
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.
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) --------- --------- -------- ---------
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) --------- --------- -------- ---------
SUMMARY OF UNPAID POSTPETITION DEBTS
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) --------
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) --------
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
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 --------
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. EX-99.3 5 d10044exv99w3.txt MONTHLY OPERATING REPORT FOR 5/18/2003 - 6/14/2003 EXHIBIT 99.3 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: 5/18/03 - 6/14/03 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.
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/ Jerry Rebel Assistant Treasurer - ------------------------------------ ------------------------------------ Signature of Responsible Party Title Jerry Rebel 8/18/2003 - ------------------------------------- ------------------------------------ Printed Name of Responsible Party Date FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 5/18/03 - 6/14/03 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] [8] [9]:
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 [10]: 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 TO MOR: [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] Period 6 refers to May 18, 2003 through June 14, 2003. [8] The Monthly Operating Report excludes financial activity related to non-Debtor entities (i.e., Cerespan.com, Inc. and Choteau Development Company, LLC). [9] The period 4 and 5 Monthly Operating Reports previously filed treated certain wholesale related occupancy costs as Selling and administrative expense on the Statement of Operations. These costs should have been treated as Costs of sales. This period 6 report does reflect the occupancy costs in Cost of Sales. The Company does not plan on amending the period 4 and 5 Monthly Operating Reports as the reclassification needed has no impact on the Balance Sheet or Net Income (Loss) line of any reported entity. [10] Core-Mark entities are on a different reporting schedule with period 6 reflecting a Balance Sheet as of May 31, 2003 (excludes Minter- Weisman). The Statement of Operations has been estimated through June 14, 2003 to be consistent with Fleming. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 5/18/03 - 6/14/03 WEEKLY RECEIPTS AND DISBURSEMENTS [1] (DOLLARS IN 000'S)
CUMULATIVE CURRENT FILING WEEK l WEEK 2 WEEK 3 WEEK 4 PERIOD TOTAL TO DATE ------------ ------------ ------------ ------------ ------------ ------------ CASH RECEIPTS: Fleming Receipts $ 123,205 $ 98,711 $ 106,551 $ 94,657 $ 423,124 $ 1,398,713 Core-Mark Receipts 91,916 88,776 91,085 87,285 359,062 987,269 Asset / Excess Inventory Sales 10 1,402 19 70,584 72,015 75,248 Other Receipts 5,532 6,420 9,737 814 22,503 111,081 ACTUAL RECEIPTS $ 220,663 $ 195,309 $ 207,392 $ 253,340 $ 876,704 $ 2,572,311 CASH DISBURSEMENTS FROM OPERATIONS: Material Purchases - Fleming $ (90,535) $ (81,314) $ (71,261) $ (99,834) $ (342,945) $ (1,125,134) Material Purchases - Core-Mark (59,912) (55,334) (64,807) (70,175) (250,227) (782,581) Tax Disbursements - Cigarettes (17,862) (27,398) (10,582) (11,679) (67,521) (119,900) Tax Disbursements - Other (743) (1,290) (322) (901) (3,256) (4,761) Employee & Payroll (13,052) (15,570) (10,915) (15,446) (54,983) (158,497) Lease & Recurring Costs (665) (11,735) (3,186) (555) (16,141) (48,155) Other Operating Costs (11,661) (7,159) (8,411) (12,859) (40,091) (114,067) ACTUAL CASH DISBURSEMENTS FROM OPERATIONS $ (194,429) $ (199,800) $ (169,486) $ (211,449) $ (775,164) $ (2,353,095) CASH DISBURSEMENTS FROM NON-OPERATIONS: DSD/Critical Vendor/PACA Payments $ (250) $ (750) $ (18,612) $ (6,592) $ (26,204) $ (55,618) Capital Expenditures (2) -- (312) -- (314) (2,157) Restructuring & Professional Fees (64) (31) (3) (492) (591) (918) Interest & Financing (414) (3,596) -- (207) (4,216) (11,532) Other Non-Operating Costs -- -- -- -- -- -- ACTUAL CASH DISBURSEMENTS FROM NON-OPERATIONS $ (730) $ (4,377) $ (18,927) $ (7,291) $ (31,325) $ (70,225) TOTAL ACTUAL DISBURSEMENTS $ (195,159) $ (204,177) $ (188,413) $ (218,740) $ (806,489) $ (2,423,320)
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT PERIOD COLUMN) TOTAL DISBURSEMENTS (806,489) 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 (806,489)
NOTES [1] Weekly Receipts and Disbursements include Core-Mark's and Fleming's May 18 through June 14 receipts and disbursements. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 5/18/03 - 6/14/03 CASH DISBURSEMENTS BY PETITIONING ENTITY [1] (DOLLARS IN 000'S)
CUMULATIVE CURRENT FILING PERIOD TO PETITIONING ENTITIES CASE NUMBER TOTAL DATE Core-Mark International, Inc. 03-10944 $ (251,489) $ (666,872) Fleming Companies, Inc. 03-10945 (399,617) (1,268,829) 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 (49,787) (140,903) Core-Mark Interrelated Companies, Inc. 03-10951 (7,814) (21,393) C/M Products, Inc. 03-10952 -- Favar Concepts, Ltd. 03-10953 (44) (603) Fleming Foods Management Co., L.L.C. 03-10954 -- -- Fleming Foods of Texas, L.P. 03-10955 (29,115) (87,015) Fleming International, Ltd. 03-10956 (56) (1,129) Fleming Transportation Service, Inc. 03-10957 (5) (13) 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 (2,169) (8,154) Minter Weisman Co. 03-10964 (10,332) (46,007) Piggly Wiggly Company 03-10965 (221) (298) Progressive Realty, Inc. 03-10966 -- (4) Rainbow Food Group, Inc. 03-10967 (3,977) (27,175) Retail Investments, Inc. 03-10968 (31,283) (93,223) Retail Supermarkets, Inc. 03-10970 -- -- RFS Marketing Services, Inc. 03-10971 -- -- Richmar Foods, Inc. 03-10972 (20,580) (61,291) Dunigan Fuels, Inc. 03-10973 -- (412) TOTAL ACTUAL DISBURSEMENTS [2][3] $ (806,489) $(2,423,320)
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 5/18/03 - 6/14/03 (approximately $42.7 million for Fleming and approximately $12.3 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 5/18/03 - 6/14/03 for the Current Period and for 4/1/03 - 6/14/03 for the Cumulative Filing to Date. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 5/18/03-6/14/03 BANK ACCOUNT INFORMATION
ACCOUNT PETITIONING ENTITIES BANK 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 1113117 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 6300062117 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
ACCOUNT PETITIONING ENTITIES BANK 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 0004-1664-436 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 9102775419 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775427 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775435 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775443 Disbursement Core-Mark International, Inc Scotia Bank 112390010715 Depository Core-Mark International, Inc Scotia Bank 714800001414 Depository Core-Mark International, Inc Scotia Bank 714800000914 Depository
ACCOUNT PETITIONING ENTITIES BANK NUMBER TYPE - ---------------------------- ---------------------- ------------ ---------- 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
FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
MAY 18, 2003 - FLEMING COMPANIES, INC. & SUBSIDIARIES [2] JUNE 14, 2003 - ------------------------------------------ ------------- NET SALES $ 716,680 COSTS AND EXPENSES:[3] Cost of sales (715,655) Selling and administrative (42,167) Reorganization items, net (9,390) Interest expense (3,525) Interest income and other 1,152 Impairment/restructuring charges -- Litigation charges -- TOTAL COSTS AND EXPENSES (769,585) Income/(Loss) before income taxes (52,905) Taxes on income/(loss) -- INCOME/(LOSS) FROM CONTINUING OPERATIONS (52,905) DISCONTINUED OPERATIONS:[4] Income/(Loss) before income taxes (31,597) Taxes on income/(loss) -- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (31,597) NET INCOME/(LOSS) $ (84,502)
NOTES [1] Results of certain legal entities have been approximated to the 28 days from May 18, 2003 through June 14, 2003. See additional detail explanation on each Statement of Operations. [2] Excludes Abco Markets, Inc., Abco Realty, Corp., ASI Office Automation, Inc., C/M Products, Inc., Fleming Foods Management Co., L.L.C., Food 4 Less Beverage Company, Inc., FuelServ, Inc., General Acceptance Corporation, Marquise Ventures Company, Inc. and Retail Supermarkets, Inc. as these entities had no activity during the period. Further, the related entities Statement of Operations are excluded from the Monthly Operating Report. RFS Marketing Services, Inc.'s Statement of Operations was included as RFS Marketing Services, Inc.'s balance sheet was included in the Monthly Operating Report. [3] Certain expenses are recorded each period using estimates, then reviewed and adjusted at the end of a quarter (i.e., self-insurance reserves, allowance for bad debts, etc.). [4] Discontinued Operations as of Period 6, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- ABCO FOOD GROUP, INC. JUNE 14, 2003 - --------------------- ------------- NET SALES $ -- COSTS AND EXPENSES: Cost of sales -- Selling and administrative 2 Reorganization items, net -- Interest expense -- Interest income and other -- Impairment/restructuring charges -- Litigation charges -- TOTAL COSTS AND EXPENSES 2 Income/(Loss) before income taxes 2 Taxes on income/(loss) -- INCOME/(LOSS) FROM CONTINUING OPERATIONS 2 DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- NET INCOME/(LOSS) $ 2
Notes [1] The period of results for this legal entity was for the 28 days ended June 14, 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: 5/18/03-6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- CORE-MARK INTERNATIONAL, INC. JUNE 14, 2003 - ----------------------------- ------------- NET SALES $ 218,248 COSTS AND EXPENSES: Cost of sales (208,692) Selling and administrative (5,253) Reorganization items, net -- Interest expense -- Interest income and other 25 Impairment/restructuring charges -- Litigation charges -- TOTAL COSTS AND EXPENSES (213,919) Income/(Loss) before income taxes 4,329 Taxes on income/(loss) -- INCOME/(LOSS) FROM CONTINUING OPERATIONS 4,329 DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- NET INCOME/(LOSS) $ 4,329
NOTES [1] The period of results for this legal entity was for the 31 days ended May 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- CORE-MARK INTERRELATED COMPANIES, INC. JUNE 14, 2003 - ------------------------------------ ------------- NET SALES $ 6,814 COSTS AND EXPENSES: Cost of sales (6,616) Selling and administrative (90) Reorganization items, net -- Interest expense -- Interest income and other -- Impairment/restructuring charges -- Litigation charges -- TOTAL COSTS AND EXPENSES (6,706) Income/(Loss) before income taxes 107 Taxes on income/(loss) -- INCOME/(LOSS) FROM CONTINUING OPERATIONS 107 DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- NET INCOME/(LOSS) $ 107
NOTES [1] The period of results for this legal entity was for the 31 days ended May 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- CORE-MARK MID-CONTINENT, INC. JUNE 14, 2003 - ------------------------------------ ------------- NET SALES $ 43,579 COSTS AND EXPENSES: Cost of sales (42,387) Selling and administrative (838) Reorganization items, net -- Interest expense -- Interest income and other 2 Impairment/restructuring charges -- Litigation charges -- TOTAL COSTS AND EXPENSES (43,223) Income/(Loss) before income taxes 356 Taxes on income/(loss) -- INCOME/(LOSS) FROM CONTINUING OPERATIONS 356 DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- NET INCOME/(LOSS) $ 356
Notes [1] The period of results for this legal entity was for the 31 days ended May 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended June 14,2003. [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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- DUNIGAN FUELS, INC. JUNE 14, 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 (84) Taxes on income/(loss) -- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (84) NET INCOME/(LOSS) $ (84)
Notes [1] The period of results for this legal entity was for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- FAVAR CONCEPTS, LTD JUNE 14, 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 (266) Taxes on income/(loss) -- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (266) NET INCOME/(LOSS) $ (266)
Notes [1] The period of results for this legal entity was for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- FLEMING COMPANIES, INC. JUNE 14, 2003 - ------------------------------------ ------------- NET SALES $ 367,242 COSTS AND EXPENSES: Cost of sales (367,152) Selling and administrative (33,020) Reorganization items, net (9,390) Interest expense (3,504) Interest income and other 1,055 Impairment/restructuring charges -- Litigation charges -- TOTAL COSTS AND EXPENSES (421,011) Income/(Loss) before income taxes (53,769) Taxes on income/(loss) -- INCOME/(LOSS) FROM CONTINUING OPERATIONS (53,769) DISCONTINUED OPERATIONS: Income/(Loss) before income taxes 49 Taxes on income/(loss) -- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 49 NET INCOME/(LOSS) $ (53,720)
NOTES [1] The period of results for this legal entity was for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- FLEMING FOODS OF TEXAS, L.P. JUNE 14, 2003 - ------------------------------------ ------------- NET SALES $ 28,766 COSTS AND EXPENSES: Cost of sales (31,227) Selling and administrative (718) Reorganization items, net -- Interest expense (21) Interest income and other 68 Impairment/restructuring charges -- Litigation charges -- TOTAL COSTS AND EXPENSES (31,898) Income/(Loss) before income taxes (3,132) Taxes on income/(loss) -- INCOME/(LOSS) FROM CONTINUING OPERATIONS (3,132) DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- NET INCOME/(LOSS) $ (3,132)
Notes [1] The period of results for this legal entity was for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- FLEMING INTERNATIONAL, LTD JUNE 14, 2003 - -------------------------- ------------- NET SALES $ 685 COST AND EXPENSES: Cost of sales (662) Selling and administrative (2) Reorganization items, net -- Interest expense -- Interest income and other -- Impairment/restructuring charges -- Litigation charges -- -------------- TOTAL COSTS AND EXPENSES (664) -------------- Income/(Loss) before income taxes 21 Taxes on income/(loss) -- -------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 21 -------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- -------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- -------------- NET INCOME/(LOSS) $ 21 --------------
NOTES [1] The period of results for this legal entity was for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003 - FLEMING SUPERMARKETS OF FLORIDA, INC. JUNE 14, 2003 - ------------------------------------- -------------- NET SALES $ -- COSTS AND EXPENSES: Cost of sales -- Selling and administrative (5) Reorganization items, net -- Interest expense -- Interest income and other -- Impairment/restructuring charges -- Litigation charges -- -------------- TOTAL COSTS AND EXPENSES (5) -------------- Income/(Loss) before income taxes (5) Taxes on income/(loss) -- -------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (5) -------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- -------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- -------------- NET INCOME/(LOSS) $ (5) --------------
NOTES [1] The period of results for this legal entity was for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003 - FLEMING TRANSPORTATION SERVICES, INC. JUNE 14, 2003 - ------------------------------------- -------------- NET SALES $ 60 COSTS AND EXPENSES: Cost of sales (584) Selling and administrative -- Reorganization items, net -- Interest expense -- Interest income and other -- Impairment/restructuring charges -- Litigation charges -- -------------- TOTAL COSTS AND EXPENSES (584) -------------- Income/(Loss) before income taxes (524) Taxes on income/(loss) -- INCOME/(LOSS) FROM CONTINUING OPERATIONS (524) -------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- -------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- -------------- NET INCOME/(LOSS) $ (524) --------------
NOTES [1] The period of results for this legal entity was for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- HEAD DISTRIBUTING COMPANY JUNE 14, 2003 - ------------------------- ------------- NET SALES $ 24,011 COSTS AND EXPENSES: Cost of sales (23,047) Selling and administrative (1,655) Reorganization items, net -- Interest expense -- Interest income and other 2 Impairment/restructuring charges -- Litigation charges -- -------------- TOTAL COSTS AND EXPENSES (24,700) -------------- Income/(Loss) before income (688) taxes Taxes on income/(loss) -- -------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (688) -------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- -------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- -------------- NET INCOME/(LOSS) $ (688) --------------
NOTES [1] The period of results for this legal entity was for the 31 days ended May 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- MINTER-WEISMAN CO. JUNE 14, 2003 - ------------------ --------------- NET SALES $ 26,893 COSTS AND EXPENSES: Cost of sales (26,288) Selling and administrative (522) Reorganization items, net -- Interest expense -- Interest income and other -- Impairment/restructuring charges -- Litigation charges -- -------------- TOTAL COSTS AND EXPENSES (26,810) -------------- Income/(Loss) before income taxes 83 Taxes on income/(loss) -- -------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 83 -------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- -------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- -------------- NET INCOME/(LOSS) $ 83 --------------
NOTES [1] The period of results for this legal entity was for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2| (DOLLARS IN 000'S)
MAY 18, 2003- PIGGLY WIGGLY COMPANY JUNE 14, 2003 - --------------------- -------------- NET SALES $ 382 COSTS AND EXPENSES: Cost of sales (1) Selling and administrative (66) Reorganization items, net -- Interest expense -- Interest income and other -- Impairment/restructuring charges -- Litigation charges -- --------------- TOTAL COSTS AND EXPENSES (67) --------------- Income/(Loss) before income taxes 315 Taxes on income/(loss) -- --------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 315 --------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes -- Taxes on income/(loss) -- --------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS -- --------------- NET INCOME/(LOSS) $ 315 ---------------
NOTES [1] The period of results for this legal entity was for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- PROGRESSIVE REALTY, INC. JUNE 14, 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) $ -- ---------------
NOTES [1] The period of results for this legal entity was for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- RAINBOW FOOD GROUP, INC. JUNE 14, 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 (15,636) Taxes on income/(loss) -- --------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (15,636) --------------- NET INCOME/(LOSS) $ (15,636) ---------------
NOTES [1] The period of results for this legal entity was for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- RETAIL INVESTMENTS, INC. JUNE 14, 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) $ -- --------------
NOTES [1] The period of results for this legal entity was for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- RFS MARKETING SERVICES, INC. JUNE 14, 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) $ -- ------------
NOTES [1] The period of results for this legal entity was for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
MAY 18, 2003- RICHMAR FOODS, INC. JUNE 14, 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 (15,660) Taxes on income/(loss) -- ------------ INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (15,660) ------------ NET INCOME/(LOSS) $ (15,660) ------------
NOTES [1] The period of results for this legal entity was for the 28 days ended June 14, 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: 5/18/03 - 6/14/03 BALANCE SHEET (UNAUDITED) (DOLLARS IN 000'S)
AS OF FLEMING COMPANIES, INC. & SUBSIDIARIES [I] JUNE 14, 2003 - ------------------------------------------ -------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 266,112 Receivables, net [2] 667,683 Inventories 608,994 Assets held for sale [3] 134,721 Other current assets 95,401 -------------- TOTAL CURRENT ASSETS 1,772,911 -------------- Investments and notes receivable, net 59,811 Investment in direct financing leases 61,956 -------------- NET PROPERTY AND EQUIPMENT 404,389 -------------- OTHER ASSETS 227,307 -------------- TOTAL ASSETS $ 2,526,374 -------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable [2] $ 77,896 Liabilities held for sale 47,623 Other current liabilities 85,849 -------------- TOTAL CURRENT LIABILITIES 211,368 -------------- Long-term debt -- Long-term obligations under capital leases 159,845 Other liabilities 9,395 Liabilities subject to compromise [4] 3,075,131 Met intercompany due to (from) [5] (22,740) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share 136,221 Capital in excess of par value 708,450 Reinvested earnings (deficit) (1,624,007) Accumulated other comprehensive income: Additional minimum pension liability (129,215) Cumulative foreign currency translation adjustment 1,926 -------------- TOTAL SHAREHOLDERS' EQUITY $ (906,625) -------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,526,374 --------------
LIABILITIES SUBJECT TO COMPROMISE [4] Debt and notes payable [6] [7] $ 1,858,616 Accounts payable [8] [13] 731,152 Closed store reserves [9] 39,865 Other liabilities [10] [14] 183,692 Pension obligation [11] [15] 222,657 Taxes payable [12] [16] 39,149 -------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 3,075,131
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 June 14 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 6, 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 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 6 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 6 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 6 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 6 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: 5/18/03-6/14/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF ABCO FOOD GROUP, INC. JUNE 14, 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
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was June 14, 2003; therefore all liabilities were reviewed with prepetition amounts reclassifled 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: 5/18/03-6/14/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK INTERNATIONAL, INC. MAY 31, 2003 ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 40,593 Receivables, net 109,496 Inventories 100,753 Assets held for sale -- Other current assets 46,436 ------------ TOTAL CURRENT ASSETS 297,278 ------------ Investments and notes receivable, net -- Investment in direct financing leases -- ------------ NET PROPERTY AND EQUIPMENT 21,570 ------------ Other assets 45,043 ------------ TOTAL ASSETS $ 363,891 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 20,167 Liabilities held for sale -- Other current liabilities 8,621 ------------ TOTAL CURRENT LIABILITIES 28,788 ------------ Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 187,270 Net intercompany due to (from) 147,833 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 $ 363,891 ------------ 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
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 6 as necessary. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 5/18/03-6/14/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK INTERRELATED COMPANIES, INC. MAY 31, 2003 ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2 Receivables, net 2,704 Inventories 5,532 Assets held for sale -- Other current assets 34 ------------ TOTAL CURRENT ASSETS 8,272 ------------ Investments and notes receivable, net -- Investment in direct financing leases -- ------------ NET PROPERTY AND EQUIPMENT 359 ------------ Other assets -- ------------ TOTAL ASSETS $ 8,631 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 403 Liabilities held for sale 173 Other current liabilities -- ------------ TOTAL CURRENT LIABILITIES 576 ------------ Long-term debt Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise -- Net intercompany due to (from) 1,031 SHAREHOLDERS' EQUITY: 7,024 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 $ 8,631 ------------
LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 1,031 Closed store reserves -- Other liabilities -- Pension obligation -- Taxes payable -- ------------ TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,031
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 6 as necessary. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 5/18/03 - 6/14/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK MID-CONTINENT, INC. MAY 31, 2003 ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ -- Receivables, net 25,302 Inventories 22,822 Assets held for sale -- Other current assets 2,029 ------------ TOTAL CURRENT ASSETS 50,153 ------------ Investments and notes receivable, net -- Investment in direct financing leases -- ------------ NET PROPERTY AND EQUIPMENT 12,034 ------------ Other assets 3,406 ------------ TOTAL ASSETS $ 65,593 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 5,005 Liabilities held for sale -- Other current liabilities -- ------------ TOTAL CURRENT LIABILITIES 5,005 ------------ Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 5,503 Net intercompany due to (from) 55,085 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 $ 65,593 ------------ LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 4,212 Closed store reserves -- Other liabilities 1,272 Pension obligation -- Taxes payable 19 ------------ TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 5,503
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 6 as necessary. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 5/18/03-6/14/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF DUNIGAN FUELS, INC. JUNE 14, 2003 ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ -- Receivables, net 3,264 Inventories -- Assets held for sale 148 Other current assets 2 ------------ TOTAL CURRENT ASSETS 3,414 ------------ Investments and notes receivable, net -- Investment in direct financing leases -- ------------ NET PROPERTY AND EQUIPMENT -- ------------ Other assets -- ------------ TOTAL ASSETS $ 3,414 ------------ 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 8,867 Net intercompany due to (from) (5,453) 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 $ 3,414 ------------
LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 8,695 Closed store reserves 172 Other liabilities -- Pension obligation -- Taxes payable -- ------------ TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 8,867 NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was June 14, 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: 5/18/03-6/14/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FAVAR CONCEPTS, LTD JUNE 14, 2003 ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ -- Receivables, net 10 Inventories -- Assets held for sale 1,000 Other current assets -- ------------ TOTAL CURRENT ASSETS 1,010 ------------ Investments and notes receivable, net -- Investment in direct financing leases -- ------------ NET PROPERTY AND EQUIPMENT -- ------------ Other assets 98 ------------ TOTAL ASSETS $ 1,108 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable 164 Liabilities held for sale -- Other current liabilities 67 ------------ TOTAL CURRENT LIABILITIES 231 ------------ Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 615 Net intercompany due to (from) 262 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 $ 1,108 ------------ 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
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was June 14,2003; 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: 5/18/03 - 6/14/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING COMPANIES, INC. JUNE 14, 2003 ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 174,667 Receivables, net 385,240 Inventories 430,894 Assets held for sale 36,270 Other current assets 39,435 ------------ TOTAL CURRENT ASSETS 1,066,506 ------------ Investments and notes receivable, net 51,755 Investment in direct financing leases 61,956 NET PROPERTY AND EQUIPMENT 345,168 ------------ Other assets 156,948 ------------ TOTAL ASSETS $ 1,682,333 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ -- Liabilities held for sale -- Other current liabilities 66,043 ------------ TOTAL CURRENT LIABILITIES 66,043 ------------ Long-term debt -- Long-term obligations under capital leases 116,780 Other liabilities 9,395 Liabilities subject to compromise 2,768,177 Net intercompany due to (from) (371,437) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share 136,221 Capital in excess of par value 708,450 Reinvested earnings (deficit) (1,624,007) Accumulated other comprehensive income: Additional minimum pension liability (129,215) Cumulative foreign currency translation adjustment 1,926 ------------ TOTAL SHAREHOLDERS' EQUITY $ (906,625) ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,682,333 ------------ LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable 1,858,616 Accounts payable 453,748 Closed store reserves 39,693 Other liabilities 170,981 Pension obligation 221,037 Taxes payable 24,102 ------------ TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 2,768,177
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was June 14, 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: 5/18/03 - 6/14/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING FOODS OF TEXAS, L.P. JUNE 14, 2003 -------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ -- Receivables, net 74,544 Inventories 16,991 Assets held for sale 3,397 Other current assets 5,188 -------------- TOTAL CURRENT ASSETS 100,120 -------------- Investments and notes receivable, net 8,056 Investment in direct financing leases -- -------------- NET PROPERTY AND EQUIPMENT 11,109 -------------- Other assets 12,901 -------------- TOTAL ASSETS $ 132,186 -------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ -- Liabilities held for sale -- Other current liabilities 294 -------------- TOTAL CURRENT LIABILITIES 294 -------------- Long-term debt -- Long-term obligations under capital leases 2,368 Other liabilities -- Liabilities subject to compromise 43,442 -------------- Net intercompany due to (from) 86,082 -------------- 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 $ 132,186 -------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ -- Accounts payable 42,027 Closed store reserves -- Other liabilities 805 Pension obligation -- Taxes payable 610 -------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE 43,442
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was June 14,2003; 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: 5/18/03 - 6/14/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING INTERNATIONAL, LTD JUNE 14, 2003 ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ -- Receivables, net 634 Inventories -- Assets held for sale -- Other current assets 198 ------------ TOTAL CURRENT ASSETS 832 ------------ Investments and notes receivable, net -- Investment in direct financing leases -- NET PROPERTY AND EQUIPMENT -- ------------ Other assets 50 ------------ TOTAL ASSETS $ 882 ------------ 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) 882 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 $ 882 ------------ 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 $ --
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was June 14, 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: 5/18/03 - 6/14/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING SUPERMARKETS OF FLORIDA, INC. JUNE 14, 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 331 Net intercompany due to (from) 548 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 331 Pension obligation -- Taxes payable -- ------------ TOTAL LIABILITIES SUBJECT TO COMPROMISE 331
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was June 14, 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: 5/18/03-6/14/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING TRANSPORTATION SERVICES, INC. JUNE 14, 2003 ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ -- Receivables, net 1,083 Inventories -- Assets held for sale -- Other current assets 118 ------------ TOTAL CURRENT ASSETS 1,201 ------------ Investments and notes receivable, net -- Investment in direct financing leases -- ------------ NET PROPERTY AND EQUIPMENT 7,029 ------------ Other assets -- ------------ TOTAL ASSETS $ 8,230 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 136 Liabilities held for sale -- Other current liabilities 494 ------------ TOTAL CURRENT LIABILITIES 630 ------------ Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 242 Net intercompany due to (from) 7,358 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 $ 8,230 ------------ 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
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was June 14,2003; 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: 5/18/03-6/14/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF HEAD DISTRIBUTING COMPANY MAY 31, 2003 ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 264 Receivables, net 23,562 Inventories 18,227 Assets held for sale -- Other current assets 670 ------------ TOTAL CURRENT ASSETS 42,723 ------------ Investments and notes receivable, net -- Investment in direct financing leases -- ------------ NET PROPERTY AND EQUIPMENT 3,658 ------------ Other assets 3,418 ------------ TOTAL ASSETS $ 49,799 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 3,611 Liabilities held for sale -- Other current liabilities 103 ------------ TOTAL CURRENT LIABILITIES 3,714 ------------ Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 6,548 Net intercompany due to (from) 39,537 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 $ 49,799 ------------ 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
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 6 as necessary. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 5/18/03 - 6/14/03 BALANCE SHEET (UNAUDITED)[1] (DOLLARS IN 000's)
AS OF MINTER-WEISMAN CO. JUNE 14, 2003 ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $49,399 Receivables, net 15,972 Inventories 13,775 Assets held for sale -- Other current assets 1,013 ------- TOTAL CURRENT ASSETS 80,159 ------- Investments and notes receivable, net -- Investment in direct financing leases -- ------- NET PROPERTY AND EQUIPMENT 2,412 ------- Other assets 436 ------- TOTAL ASSETS $83,007 ------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $37,776 Liabilities held for sale -- Other current liabilities 132 ------- TOTAL CURRENT LIABILITIES 37,908 ------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 6,017 Net intercompany due to (from) 39,082 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 $83,007 ------- 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
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was June 14, 2003; therefore all liabilities were reviewed with prepetition amounts reclassifled 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: 5/18/03 - 6/14/03 BALANCE SHEET (UNAUDITED)[1] (DOLLARS IN 000's)
AS OF PIGGLY WIGGLY COMPANY JUNE 14, 2003 ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ -- Receivables, net 1,113 Inventories -- Assets held for sale -- Other current assets 89 ------- TOTAL CURRENT ASSETS 1,202 ------- Investments and notes receivable, net -- Investment in direct financing leases -- ------- NET PROPERTY AND EQUIPMENT 1,050 ------- Other assets -- ------- TOTAL ASSETS $ 2,252 ------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ -- Liabilities held for sale -- Other current liabilities 14 ------- TOTAL CURRENT LIABILITIES 14 ------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 597 Net intercompany due to (from) 1,641 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 $ 2,252 ------- LIABILITIES SUBJECT TO COMPROMISE[2] Debt and notes payable $ -- Accounts payable 597 Closed store reserves -- Other liabilities -- Pension obligation -- Taxes payable -- ------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 597
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was June 14, 2003; therefore all liabilities were reviewed with prepetition amounts reclassifled 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: 5/18/03 - 6/14/03 BALANCE SHEET (UNAUDITED)[1] (DOLLARS IN 000's)
AS OF PROGRESSIVE REALTY, INC. JUNE 14, 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 $ 9 Liabilities held for sale -- Other current liabilities -- ------- TOTAL CURRENT LIABILITIES 9 ------- Long-term debt -- Long-term obligations under capital leases -- Other liabilities -- Liabilities subject to compromise 1,510 Net intercompany due to (from) (1,519) 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
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was June 14, 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: 5/18/03 - 6/14/03 BALANCE SHEET (UNAUDITED)[1] (DOLLARS IN 000's)
AS OF RAINBOW FOOD GROUP, INC. JUNE 14, 2003 ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ -- Receivables, net 8,273 Inventories -- Assets held for sale 50,998 Other current assets -- ------- TOTAL CURRENT ASSETS 59,271 ------- Investments and notes receivable, net -- Investment in direct financing leases -- ------- NET PROPERTY AND EQUIPMENT -- ------- Other assets 2,522 ------- TOTAL ASSETS $61,793 ------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $10,600 Liabilities held for sale 36,212 Other current liabilities 4,011 ------- TOTAL CURRENT LIABILITIES 50,823 ------- Long-term debt -- Long-term obligations under capital leases 23,449 Other liabilities -- Liabilities subject to compromise 27,049 Net intercompany due to (from) (39,528) 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 $61,793 ------- LIABILITIES SUBJECT TO COMPROMISE[2] Debt and notes payable $ -- Accounts payable 23,578 Closed store reserves -- Other liabilities 201 Pension obligation 1,570 Taxes payable 1,700 ------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $27,049
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was June 14, 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: 5/18/03 - 6/14/03 BALANCE SHEET (UNAUDITED)[1] (DOLLARS IN 000'S)
AS OF RETAIL INVESTMENTS, INC. JUNE 14, 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 $ --
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was June 14, 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: 5/18/03 - 6/14/03 BALANCE SHEET (UNAUDITED)[1] (DOLLARS IN 000'S)
AS OF RFS MARKETING SERVICES, INC. JUNE 14, 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
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was June 14, 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: 5/18/03-6/14/03 BALANCE SHEET (UNAUDITED)[1] (DOLLARS IN 000'S)
AS OF RICHMAR FOODS, INC. JUNE 14, 2003 ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,173 Receivables, net 15,743 Inventories -- Assets held for sale 42,908 Other current assets 185 ------- TOTAL CURRENT ASSETS 60,009 ------- Investments and notes receivable, net -- Investment in direct financing leases -- ------- NET PROPERTY AND EQUIPMENT -- ------- Other assets 2,291 ------- TOTAL ASSETS $62,300 ------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ -- Liabilities held for sale 11,238 Other current liabilities 6,067 ------- TOTAL CURRENT LIABILITIES 17,305 ------- Long-term debt -- Long-term obligations under capital leases 17,248 Other liabilities -- Liabilities subject to compromise 16,879 Net intercompany due to (from) 10,868 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share -- Capital in excess of par value -- Reinvested earnings (deficit) -- Accumulated other comprehensive income: Additional minimum pension liability -- Cumulative foreign currency translation adjustment -- ------- TOTAL SHAREHOLDERS' EQUITY $ -- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $62,300 ------- LIABILITIES SUBJECT TO COMPROMISE[2] Debt and notes payable $ -- Accounts payable 12,495 Closed store reserves -- Other liabilities 632 Pension obligation 50 Taxes payable 3,702 ------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $16,879
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was June 14, 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: 5/18/03 - 6/14/03 [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.
FLEMING BEGINNING AMOUNT ENDING TAX WITHHELD OR AMOUNT TAX LIABILITY ACCRUED PAID[12] LIABILITY --------- ----------- --------- --------- FEDERAL Payroll Taxes[l] $ (273) $(10,535) $ 10,607 (201) Income (796) (62) 559 (299) -------- -------- -------- -------- TOTAL FEDERAL TAXES $ (1,069) $(10,597) $ 11,166 (500) -------- -------- -------- -------- STATE AND LOCAL Payroll Taxes[1] $ (696) $ (1,417) $ 1.166 (947) Sales[2] (2,414) (1,168) 907 (2.676) Excise[2] (64) (19) 31 (53) Real & Personal Property[3] (12,964) -- 73 (12.891) Cigarette & Tobacco[4] -- (1,000) 1,000 -- Franchise[2] (92) (75) 1 (166) -------- -------- -------- -------- Total State and Local $(16,230) $ (3,680) $ 3,178 $(16,732) -------- -------- -------- -------- TOTAL TAXES $(17,299) $(14,277) $ 14,344 $(17,232) -------- -------- -------- --------
CORE-MARK[9] BEGINNING AMOUNT ENDING TAX WITHHELD OR AMOUNT TAX LIABILITY ACCRUED PAID [12] LIABILITY --------- ----------- --------- --------- Federal Payroll Taxes[1] $ (169) $ (1,997) $ 1,889 $ (278) Income -- -- -- -- -------- -------- -------- -------- TOTAL FEDERAL TAXES $ (169) $ (1,997) $ 1,889 $ (278) -------- -------- -------- -------- STATE AND LOCAL Payroll Taxes[1] $ 0 $ (238) 238 -- Sales (40) (44) 49 (35) Excise (133) (143) -- (277) Real & Personal Property[3] (100) (90) -- (190) Cigarette & Tobacco[5] (79,838) (76,202) 98,028 (58,012) Other: GST[6] (576) (3,196) -- (3,772) Other: Spokane & Portland B&O Tax[7] (64) (65) 59 (70) -------- -------- -------- -------- Total State and Local $(80,751) $(79,978) $ 98,374 $(62,355) -------- -------- -------- -------- TOTAL TAXES $(80,920) $(81,976) $100,263 $(62,633) -------- -------- -------- --------
SUMMARY OF UNPAID POSTPETITION DEBTS
FLEMING ACCOUNTS PAYABLE AGING (IN THOUSANDS) AMOUNT -------- Current $ -- 0 - 30 days[8] (52,321) 31 - 60 days -- 61 - 90 days -- 91+ days -- -------- Total Accounts Payable[9] $(52,321) --------
CORE-MARK ACCOUNTS PAYABLE AGING (IN THOUSANDS)[10] AMOUNT -------- Current $ -- 0-30 days[8][11] (25,575) 31 - 60 days -- 61 - 90 days -- 91+ days -- -------- Total Accounts Payable[9] $(25,575) --------
EXPLAIN HOW AND WHEN THE DEBTOR INTENDS TO PAY ANY PAST-DUE POSTPETITION DEBTS. Fleming Companies. Inc. and its related subsidiaries do not have material past due postpetition debts. However, those debts that are past due will be paid through the ordinary course of business. Further, Fleming Companies. Inc. anticipates it will incur certain contract cure costs related to those contracts assigned to C&S Wholesale Grocers, Inc. when the sale of Fleming Companies, Inc.'s wholesale grocery operations closes. NOTES [1] Payroll taxes include all employer and employee payroll related items withheld and accrued. Further, Fleming's payroll taxes, both federal and state, include Core-Mark's seven Eastern divisions. [2] Sales, Excise and Franchise postpetition taxes are calculated by adding to the period 5 balance the net accrual increase/decrease in period 6. 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 through 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 6 expense was recorded as the accrual and the expense amount. [5] Cigarette and tobacco taxes in CDN continue to remain high in May as April tax pymnts (usually made in May) for some divisions were not made until June. For the US Core-Mark is starting to see the ending liability decrease as they continue to pay COD. [6] GST refers to Canadian Goods and Service Taxes. Core-Mark made payments in June related to May GST. [7] B&O tax refers to Business and Occupational taxes for Spokane and Portland 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 6 which is May 1, 2003 through May 31, 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: 5/18/03-6/14/03 (DOLLARS IN 000'S) ACCOUNTS RECEIVABLE AGINGS
FLEMING ACCOUNTS RECEIVABLE AGING[1][2] AMOUNT -------- Not Due $118,023 Current 137,628 1-7 days old 59,099 8-14 days old 22,511 15-21 days old 21,320 Over 21 days 222,274 Credits Over 21 days[1] (30,448) -------- Total Accounts Receivable $550,408 -------- Amount considered uncollectible (Bad Debt)[3] (37,040) -------- Accounts Receivable (Net)[4] $513,368 --------
CORE-MARK ACCOUNTS RECEIVABLE AGING[1][5] AMOUNT -------- Current $118,217 1-30 days old 17,105 31-45 days old 833 40-60 days old 1,187 61-90 days old 387 91-120 days old (256) +Over 120 days 4,410 -------- Total Accounts Receivable $141,883 -------- Amount considered uncollectible (Bad Debt) (4,382) -------- Accounts Receivable (Net)[4] $137,502 --------
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? If no, provide an explanation below. X
NOTES [1] Fleming's 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 Fleming's entities, excluding Wholesale. The Wholesale Accounts Receivable was aged above as it accounts for approximately 46.8% of the 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 June 14, 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 data is for Core-Mark's period 6 ended May 31, 2003. Further, Core-Mark's Accounts Receivable Aging total differed from the general ledger total due to timing differences and adjustments. As a result, the remaining receivable balance was allocated to each aging category based on the percentage of each aging category to total accounts receivable. [6] On June 3rd and 13th the Company liquidated inventory located in Kansas City and Lubbock and on June 12th liquidated property, plant and equipment from various closed stores totaling approximately $3.8 million. Then on June 4th, the Company assigned its "Best Buy" trademark to Phillip Morris for approximately $5.7 million in net proceeds. Next, on June 11th, the Company sold its Arizona Pharmacy Files and related inventory to Walgreens for approximately $25,000. On June 12th, it sold 31 Rainbow stores to Roundy's and 3 Food 4 Less Beverage stores to Kroger for a total net proceeds of approximately $71.5 million. Finally, the Company sold Dunigan Fuels Equipment for approximately $26,000 on June 13th (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: 5/18/03-6/14/03 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: 5/18/2003 TO 6/14/2003 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 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; - 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 you 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 B&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 ail 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 E&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, 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. EX-99.4 6 d10044exv99w4.txt MONTHLY OPERATING REPORT FOR 6/15/2003 - 7/12/2003 EXHIBIT 99.4 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: 6/15/03-7/12/03 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.
- ------------------------------------------------------------------------------------------------------------------------------- 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/ Jerry Rebel Assistant Treasurer - ------------------------------------- -------------------------- Signature of Responsible Party Title Jerry Rebel 8/26/2003 - ------------------------------------- -------------------------- Printed Name of Responsible Party Date FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973(MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 6/15/03-7/12/03 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] [8] [9]:
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 [10]: 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 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] Period 6 refers to May 18,2003 through June 14,2003. [8] Period 7 refers to June 15 through July 12,2003. [9] The Monthly Operating Report excludes financial activity related to non-Debtor entities (i.e., Cerespan.com and Choteau Development Company, LLC). [10] Core-Mark entities are on a different reporting schedule with period 7 reflecting a Balance Sheet as of June 30,2003. The Statement of Operations has been estimated through July 12,2003 to be consistent with Fleming. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 6/15/03-7/12/03 WEEKLY RECEIPTS AND DISBURSEMENTS [1] (DOLLARS IN 000'S)
-------------------------------------------------------------- ---------------- CURRENT CUMULATIVE WEEK 1 WEEK 2 WEEK 3 WEEK 4 PERIOD TOTAL FILING TO DATE -------------------------------------------------------------- ---------------- CASH RECEIPTS; Fleming Receipts $ 88,263 $ 77,274 $ 68,905 $ 75,870 $ 310,311 $ 1,709,024 Core-Mark Receipts 84,803 84,953 63,143 90,276 323,175 1,310,444 Asset/Excess Inventory Sales & Other [2] 28,489 2,712 2,890 5,510 39,600 225,929 - --------------------------------------------------------------------------------------------------------------------------------- ACTUAL RECEIPTS $ 201,554 $ 164,939 $ 134,938 $ 171,655 $ 673,086 $ 3,245,397 - --------------------------------------------------------------------------------------------------------------------------------- CASH DISBURSEMENTS FROM OPERATIONS: - ----------------------------------- Material Purchases - Fleming $ (80,390) $ (52,189) $ (58,543) $ (57,438) $ (248,561) $ (1,373,695) Material Purchases - Core-Mark (74,517) (69,024) (57,362) (60,459) (261,363) (1,043,944) Tax Disbursements - Cigarettes (11,790) (12,537) (14,526) (10,643) (49,497) (169,397) Tax Disbursements - Other (738) (49) (98) (190) (1,075) (5,836) Employee & Payroll (12,077) (13,981) (10,769) (10,436) (47,263) (205,761) Lease & Recurring Costs (2,044) (1,663) (10,990) (571) (15,269) (63,423) Other Operating Costs (10,108) (12,214) (7,485) (9,901) (39,708) (153,775) - --------------------------------------------------------------------------------------------------------------------------------- ACTUAL CASH DISBURSEMENTS FROM OPERATIONS $(191 665) $ (161 659) $ (159,773) $ (149,638) $ (662 736) $ (3,015,831) - --------------------------------------------------------------------------------------------------------------------------------- CASH DISBURSEMENTS FROM NON-OPERATIONS: - --------------------------------------- DSD/Critical Vendor/PACA Payments [3] $ (15,790) $ (3,681) $ (1,745) $ (658) $ (21,874) $ (77,492) Capital Expenditures - - - (59) (59) (2,216) Restructuring & Professional Fees (11) (1,034) (1,033) (4,998) (7,076) (7,994) Interest & Financing (53,803) (200) (3,016) - (57,020) (68,552) Other Non-Operating Costs - - - --------------------------------------------------------------------------------------------------------------------------------- ACTUAL CASH DISBURSEMENTS FROM NON-OPERATIONS $ (69,605) $ (4,914) $ (5,794) $ (5,715) $ (86,029) $ (156,253) - --------------------------------------------------------------------------------------------------------------------------------- TOTAL ACTUAL DISBURSEMENTS $(261,270) $ (166,573) $ (165,568) $ (155,354) $ (748,764) $ (3,172,084) - ---------------------------------------------------------------------------------------------------------------------------------
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT PERIOD COLUMN) - --------------------------------------------------------------------------------------------------------- TOTAL DISBURSEMENTS $ (748,764) 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 $ (748,764) - ---------------------------------------------------------------------------------------------------------
NOTES - ----- [1] Weekly Receipts and Disbursements include Core-Mark's and Fleming's June 15 through July 12 receipts and disbursements. [2] In prior Monthly Operating Reports the Asset/Excess Inventory Sales Receipts and Other Receipts were shown separately. This Monthly Operating Reports combines the two. [3] The period 7 Monthly Operating report (including the period 4 through 6 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. FORM MOR - 1A FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 6/15/03 - 7/12/03 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 $ (253,301) $ (920,173) Fleming Companies, Inc. 03-10945 (327,489) (1,596,318) 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 (45,988) (186,891) Core-Mark Interrelated Companies, Inc. 03-10951 (9,003) (30,396) C/M Products, lnc. 03-10952 - - Favar Concepts, Ltd. 03-10953 (64) (667) Fleming Foods Management Co., L.L.C. 03-10954 - - Fleming Foods of Texas, L.P. 03-10955 (13,470) (100,485) Fleming International, Ltd. 03-10956 (44) (1,172) Fleming Transportation Service, Inc. 03-10957 (5) (18) 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 (19,466) (27,620) Minter Weisman Co. 03-10964 (22,988) (68,995) Piggly Wiggly Company 03-10965 (93) (392) Progressive Realty, Inc. 03-10966 - (4) Rainbow Food Group, Inc. 03-10967 (4,344) (31,519) Retail Investments, Inc. 03-10968 (42,440) (135,663) Retail Supermarkets, Inc. 03-10970 - - RFS Marketing Services, Inc. 03-10971 - - Richmar Foods, Inc. 03-10972 (10,070) (71,361) Dunigan Fuels, Inc. 03-10973 - (412) - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL ACTUAL DISBURSEMENTS [2] [3] $ (748,764) $ (3,172,084) - -----------------------------------------------------------------------------------------------------------------------------------
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 6/15/03 - 7/12/03 (approximately $29.4 million for Fleming and approximately $9.6 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 9 entities (Head Distributing and Minter Weisman are not included in Fleming's payroll total as of Period 7) and Fleming's disbursements to the 20 Fleming entities. [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 6/15/03 - 7/12/03 for the Current Period and for 4/1/03 - 7/12/03 for the Cumulative Filing to Date. FORM MOR - IB FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 6/15/03 - 7/12/03 BANK ACCOUNT INFORMATION
- -------------------------------------------------------------------------------------------------- ACCOUNT PETITIONING ENTITIES BANK 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 1113117 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 6300062117 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 - --------------------------------------------------------------------------------------------------
FORM MOR - IC
- -------------------------------------------------------------------------------------------------- ACCOUNT PETITIONING ENTITIES BANK 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 8806319748 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 Adel Banking Co 15797201 Disbursement Core-Mark International, Inc Bank Of Montreal 0004-1664-436 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 9102775419 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775427 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775435 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775443 Disbursement Core-Mark International, Inc Scotia Bank 112390010715 Depository Core-Mark International, Inc Scotia Bank 4052700104313 Depository - --------------------------------------------------------------------------------------------------
FORM MOR - IC
- ---------------------------------------------------------------------------------------------------------------------------------- ACCOUNT PETITIONING ENTITIES BANK NUMBER TYPE - ---------------------------------------------------------------------------------------------------------------------------------- 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. 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 Core-Mark International, Inc. Wilson & Muir 7516436 Depository 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: 6/15/03 -7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN OOO'S)
- -------------------------------------------------------------------------------- JUNE 15, 2003 - FLEMING COMPANIES, INC. & SIBSIDIARIES (2) JULY 12, 2003 - -------------------------------------------------------------------------------- NET SALES $ 379,978 COSTS AND EXPENSES: [3] Cost of sales (360,325) Selling and administrative (12,995) Reorganization items, net (802) Interest expense (220) Interest income and other 52 Impairment/restructuring charges (90) Litigation charges - - -------------------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (374,380) - -------------------------------------------------------------------------------- Income/(Loss) before income taxes 5,598 Taxes on income/loss) - - -------------------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 5,598 - -------------------------------------------------------------------------------- Discontinued operations: [4] Income/(Loss) before income taxes (458,156) Taxes on income/(loss) - - -------------------------------------------------------------------------------- Income/(Loss) from discontinued operations (458,156) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NET INCOME/(LOSS) $ (452,558) - --------------------------------------------------------------------------------
Notes [I] Results of certain legal entities have been approximated to the 28 days from June 15,2003 through July 12,2003. See additional detail explanation on cach 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, a11owance for bad debts, etc.). [4] Continuing Operations as of Period 7, 2003 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. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 6/15/03 - 7112/03 STATEMENT OF OPERATIONS (UNAUDITED) [1][2] (DOLLARS IN OOO'S)
JUNE 15, 2003 - ABCO FOOD GROUP, INC. JULY 12, 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 OPERATION: Income/(Loss) before income taxes 2 Taxes on income/(loss) - ---------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 2 ---------------------------------------------------------------------------- NET INCOME/(LOSS) $ 2 ----------------------------------------------------------------------------
Notes [I] The period of results for this legal entity was for the 28 days ended July 12, 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: 6/15/03 - 7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ----------------------------------------------------------------------- JUNE 15, 2003- CORE-MARK INTERNATIONAL, INC. JULY 12, 2003 - ----------------------------------------------------------------------- NET SALES $ 239,173 COSTS AND EXPENSES: Cost of sales (225,497) Selling and administrative (7,258) Reorganization items, net (653) Interest expense (15) Interest income and other 45 Impairment/restructuring charges (6) Litigation charges - - ----------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (233,382) - ----------------------------------------------------------------------- Income/(Loss) before income taxes 5,791 Taxes on income/(loss) - - ----------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 5,791 - ----------------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - - ----------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - ----------------------------------------------------------------------- - ----------------------------------------------------------------------- NET INCOME/(LOSS) $ 5,791 - -----------------------------------------------------------------------
NOTES - ----- [1] The period of results for this legal entity was for the 30 days ended June 30, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended July 12, 2003. [2] 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: 6/15/03 - 7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ------------------------------------------------------------------------------- JUNE 15, 2003 - CORE-MARK INTERRELATED COMPANIES, INC. JULY 12, 2003 - ------------------------------------------------------------------------------- NET SALES $ 7,340 COSTS AND EXPENSES: Cost of sales (6,993) Selling and administrative (98) Reorganization items, net (34) Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - - ------------------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (7,125) - ------------------------------------------------------------------------------- Income/(Loss) before income taxes 215 Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 215 - ------------------------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NET INCOME/(LOSS) $ 215 - -------------------------------------------------------------------------------
NOTES - ----- [1] The period of results for this legal entity was for the 30 days ended June 30, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended July 12, 2003. [2] 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: 6/15/03 - 7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ----------------------------------------------------------------------- JUNE 15, 2003 - CORE-MARK MID-CONTINENT, INC. JULY 12, 2003 - ----------------------------------------------------------------------- NET SALES $ 49,083 COSTS AND EXPENSES: Cost of sales (47,411) Selling and administrative (779) Reorganization items, net 45 Interest expense - Interest income and other 2 Impairment/restructuring charges - Litigation charges - - ----------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (48,144) - ----------------------------------------------------------------------- Income/(Loss) before income taxes 939 Taxes on income/(loss) - - ----------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 939 - ----------------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - - ----------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - ----------------------------------------------------------------------- - ----------------------------------------------------------------------- NET INCOME/(LOSS) $ 939 - -----------------------------------------------------------------------
NOTES - ----- [1] The period of results for this legal entity was for the 30 days ended June 30, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended July 12, 2003. [2] 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: 6/15/03 - 7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ------------------------------------------------------------------------------------------ JUNE 15, 2003 - DUNIGAN FUELS, INC. JULY 12, 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 (167) Taxes on income/(loss) - - ------------------------------------------------------------------------------------------ INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (167) - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ NET INCOME/(LOSS) $ (167) - ------------------------------------------------------------------------------------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended July 12, 2003. [2] 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: 6/15/03 - 7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ------------------------------------------------------------------------------------------ JUNE 15, 2003 - FAVAR CONCEPTS, LTD JULY 12, 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 851 Taxes on income/(loss) - - ------------------------------------------------------------------------------------------ INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 851 - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ NET INCOME/(LOSS) $ 851 - ------------------------------------------------------------------------------------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended July 12, 2003. [2] 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: 6/15/03 - 7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ------------------------------------------------------------------------------------------ JUNE 15, 2003 - FLEMING COMPANIES, INC. JULY 12, 2003 - ------------------------------------------------------------------------------------------ NET SALES $ 46,918 COSTS AND EXPENSES: Cost of sales (44,918) Selling and administrative (3,166) Reorganization items, net (157) Interest expense (205) Interest income and other 3 Impairment/restructuring charges (84) Litigation charges - - ------------------------------------------------------------------------------------------ TOTAL COSTS AND EXPENSES (48,527) - ------------------------------------------------------------------------------------------ Income/(Loss) before income taxes (1,609) Taxes on income/(loss) - - ------------------------------------------------------------------------------------------ INCOME/(LOSS) FROM CONTINUING OPERATIONS (1,609) - ------------------------------------------------------------------------------------------ DISCONTINUED OPERATIONS: Income/(Loss) before income taxes (463,523) Taxes on income/(loss) - - ------------------------------------------------------------------------------------------ INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (463,523) - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ NET INCOME/(LOSS) $ (465,132) - ------------------------------------------------------------------------------------------
NOTES - ----- [1] The period of results for the continuing operations of this legal entity (four convenience divisions) was for the 30 days ended June 30, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended July 12, 2003. The period of results for the discontinued operations of this legal entity was for 28 days ended July 12, 2003. [2] 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: 6/15/03 - 7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ------------------------------------------------------------------------------------------ JUNE 15, 2003 - FLEMING FOODS OF TEXAS, L.P. JULY 12, 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 (4,065) Taxes on income/(loss) - - ------------------------------------------------------------------------------------------ INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (4,065) - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ NET INCOME/(LOSS) $ (4,065) - ------------------------------------------------------------------------------------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended July 12, 2003. [2] 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: 6/15/03 - 7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ------------------------------------------------------------------------------------------ JUNE 15, 2003 - FLEMING INTERNATIONAL, LTD JULY 12, 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 32 Taxes on income/(loss) - - ------------------------------------------------------------------------------------------ INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 32 - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ NET INCOME/(LOSS) $ 32 - ------------------------------------------------------------------------------------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended July 12, 2003. [2] 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: 6/15/03 - 7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ------------------------------------------------------------------------------------------ JUNE 15, 2003 - FLEMING SUPERMARKETS OF FLORIDA, INC. JULY 12, 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 171 Taxes on income/(loss) - - ------------------------------------------------------------------------------------------ INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 171 - ------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------ NET INCOME/(LOSS) $ 171 - ------------------------------------------------------------------------------------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended July 12, 2003. [2] 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: 6/15/03-7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1][2] (DOLLARS IN 000's)
- ----------------------------------------------------------------------- JUNE 15, 2003 - FLEMING TRANSPORTATION SERVICES, INC. JULY 12, 2003 - ----------------------------------------------------------------------- NET SALES $ - COSTS AND EXPENSES: Cost of sales - Selling and administrative - Reorganization items, net - Interest expense - Interest income and other - Impairment/restucturing 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 (301) Taxes on income/(loss) - - ----------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (301) - ----------------------------------------------------------------------- - ----------------------------------------------------------------------- Net Income/(Loss) $ (301) - -----------------------------------------------------------------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended July 12, 2003. [2] 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: 6/15/03-7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1][2] (DOLLARS IN 000's)
- ----------------------------------------------------------------------- JUNE 15, 2003- HEAD DISTRIBUTING COMPANY JULY 12, 2003 - ----------------------------------------------------------------------- NET SALES $ 21,034 COSTS AND EXPENSES: Cost of sales (19,876) Selling and administrative (1,395) Reorganization items, net (4) Interest expense - Interest income and other 1 Impairment/restructuring charges - Litigation charges - - ----------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (21,274) - ----------------------------------------------------------------------- Income/(Loss) before income taxes (241) Taxes on income/(loss) - - ----------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (241) - ----------------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - - ----------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - ----------------------------------------------------------------------- - ----------------------------------------------------------------------- NET INCOME/(LOSS) $ (241) - -----------------------------------------------------------------------
Notes - ----- [1] The period of results for this legal entity was for the 30 days ended June 30, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended July 12, 2003. [2] 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: 6/15/03-7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1][2] (DOLLARS IN 000's)
- ----------------------------------------------------------------------- JUNE 15, 2003- MINTER-WEISMAN CO. JULY 12, 2003 - ----------------------------------------------------------------------- NET SALES $ 16,430 COSTS AND EXPENSES: Cost of sales (15,630) Selling and administrative (299) Reorganization items, net - Interest expense - Interest income and other 1 Impairment/restructuring charges - Litigation charges - - ----------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (15,927) - ----------------------------------------------------------------------- Income/(Loss) before income taxes 503 Taxes on income/(loss) - - ----------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 503 - ----------------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(1oss) - - ----------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - ----------------------------------------------------------------------- - ----------------------------------------------------------------------- NET INCOME/(LOSS) $ 503 - -----------------------------------------------------------------------
Notes - ----- [1] The period of results for this legal entity was for the 30 days ended June 30, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended July 12, 2003. [2] 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: 6/15/03 - 7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1][2] (DOLLARS IN 000'S)
- -------------------------------------------------------------------------------- JUNE 15, 2003 - PIGGLY WIGGLY COMPANY JULY 12, 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 266 Taxes on income/(loss) - - -------------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 266 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NET INCOME/(LOSS) $ 266 - --------------------------------------------------------------------------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended July 12, 2003. [2] 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: 6/15/03 - 7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1][2] (DOLLARS IN 000'S)
- -------------------------------------------------------------------------------- JUNE 15, 2003 - PROGRESSIVE REALTY, INC. JULY 12, 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) $ - - --------------------------------------------------------------------------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended July 12, 2003. [2] 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: 6/15/03 - 7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1][2] (DOLLARS IN 000'S)
- -------------------------------------------------------------------------------- JUNE 15, 2003 - RAINBOW FOOD GROUP, INC. JULY 12, 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 3,449 Taxes on income/(loss) - - -------------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 3,449 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NET INCOME/(LOSS) $ 3,449 - --------------------------------------------------------------------------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended July 12,2003. [2] 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: 6/15/03 - 7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN)
- ------------------------------------------------------------------------------ JUNE 15, 2003 - RETAIL INVESTMENTS. INC. JULY 12, 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) $ - - ------------------------------------------------------------------------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended July 12, 2003. [2] 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: 6/15/03 - 7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- -------------------------------------------------------------------------- JUNE 15, 2003 - RFS MARKETING SERVICES. INC. JULY 12, 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) $ - - --------------------------------------------------------------------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended July 12, 2003. [2] 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: 6/15/03 - 7/12/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ---------------------------------------------------------------------------- JUNE 15, 2003 - RICHMAR FOODS, INC. JULY 12, 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 5,129 Taxes on income/(loss) - - ---------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 5,129 - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- NET INCOME/(LOSS) $ 5,129 - ----------------------------------------------------------------------------
NOTES - ----- [1] The period of results for this legal entity was for the 28 days ended July 12, 2003. [2] 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: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- ----------------------------------------------------------- AS OF FLEMING COMPANIES, INC. & SUBSIDIARIES [2] JULY 12, 2003 - ----------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 205,658 Receivables, net [3] 713,479 Inventories 219,955 Assets held for sale [4] 594,908 Other current assets 60,740 - ----------------------------------------------------------- TOTAL CURRENT ASSETS 1,794,740 - ----------------------------------------------------------- Investments and notes receivable, net 2,070 Investment in direct financing leases - - ----------------------------------------------------------- NET PROPERTY AND EQUIPMENT 55,001 - ----------------------------------------------------------- Other assets 145,264 - ----------------------------------------------------------- - ----------------------------------------------------------- TOTAL ASSETS $ 1,997,075 - ----------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable [3] $ 95,375 Liabilities held for sale 153 Other current liabilities 3,616 - ----------------------------------------------------------- TOTAL CURRENT LIABILITIES 99,144 - ----------------------------------------------------------- Long-term debt - Long-term obligations under capital leases 159,998 Other Liabilities 10,964 Liabilities subject to compromise [5] [6] 3,091,677 Net intercompany due to (from) [7] (7,464) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share 136,221 Capital in excess of par value 708,449 Reinvested earnings (deficit) (2,074,652) Accumulated other comprehensive income: Additional minimum pension liability (129,215) Cumulative foreign currency translation adjustment 1,953 - ----------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY $ (1,357,244) - ----------------------------------------------------------- - ----------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,997,075 - -----------------------------------------------------------
FORM MOR-3 LIABILITIES SUBJECT TO COMPROMISE [5][6] Debt and notes payable [8][9] $ 1,858,616 Accounts payable [10][15] 732,067 Closed store reserves [11] 40,389 Other liabilities [12][16] 196,048 Pension obligation [13][17] 225,531 Taxes payable [14][18] 39,026 -------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 3,091,677
LIABILITIES SUBJECT TO COMPROMISE ASSUMPTIONS GENERAL [1] The period close for certain legal entities was as of July 12, 2003 and as of June 30, 2003 for other legal entities. See additional detail explanation on each Balance Sheet. [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. Further, the related Balance Sheets are excluded from the Monthly Operating Report. [3] The accounts payable balance as of July 12 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. [4] Continuing Operations as of Period 7, 2003 includes only the convenience business (or Core-Mark, including the Fleming 7). Assets of all other businesses have been reclassified as Assets Held for Sale and liabilities as Liabilities Held for Sale as required by SFAS 146. [5] 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. [6] 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 inflated by certain reclasses made between Accounts Payable and Accounts Receivable (see note 3). [7] 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. [8] The senior notes, convertible senior 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 [9] Debt and notes payable includes bonds, revolver and term Loan and related accrued interest. The debt and notes payable (excluding accrued interest) are period 7 balances. Accrued interest relates to all prepetition debt included in Liabilities Subject to Compromise. [10] Accounts payable includes trade payable, 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. [11] Close store reserves are period 7 balances. [12] 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 periods 4 through 7). Accrued severance was taken from the SOFA schedules. [13] Pension obligation is a period 7 balance less an estimated amount of $500,000 per period as postpetition. [14] 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 [15] 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. [16] Other liabilities, which include accrued compensation, other current liabilities and other long-term liabilities, are period 4 balances. [17] Pension obligation is a period 7 balance less an estimated amount provided by Core-Mark for postpetition. [18] Taxes payable includes income taxes and taxes other than income. Income tax liability and taxes other than income are period 4 balances. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF ABCO FOOD GROUP, INC. JULY 12, 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 $ - 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 1,325 Net intercompany due to (from) (1,320) 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 25 Closed store reserves - Other liabilities 1,300 Pension obligation - Taxes payable - ------------ TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,325
NOTES - ----- [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was July 12, 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: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK INTERNATIONAL, INC. JUNE 30, 2003 - ----------------------------- ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 20,162 Receivables, net 170,803 Inventories 97,151 Assets held for sale - Other current assets 28,211 ------------ TOTAL CURRENT ASSETS 316,327 ------------ Investments and notes receivable, net - Investment in direct financing leases - ------------ NET PROPERTY AND EQUIPMENT 21,416 ------------ Other assets 40,592 ------------ ------------ TOTAL ASSETS $ 378,335 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities 671 ------------ TOTAL CURRENT LIABILITIES 671 ------------ Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 192,848 Net intercompany due to (from) 184,816 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 $ 378,335 ------------ LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 171,661 Closed store reserves - Other liabilities 6,798 Pension obligation 5,578 Taxes payable 8,811 ------------ TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 192,848
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 7 as necessary. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK INTERRELATED COMPANIES, INC. JUNE 30, 2003 - -------------------------------------- ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2 Receivables, net 3,305 Inventories 11,024 Assets held for sale - Other current assets 29 ------------ TOTAL CURRENT ASSETS 14,360 ------------ Investments and notes receivable, net - Investment in direct financing leases - NET PROPERTY AND EQUIPMENT 349 ------------ Other assets - ------------ ------------ TOTAL ASSETS $ 14,709 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 2,085 Liabilities held for sale 153 Other current liabilities - ------------ TOTAL CURRENT LIABILITIES 2,238 ------------ Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 1,031 Net intercompany due to (from) 11,440 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 $ 14,709 ------------ LIABILITIES SUBJECT TO COMPROMISE [2] $ - Debt and notes payable 1,031 Accounts payable - Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ------------ TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,031
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 7 as necessary. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK MID-CONTINENT, INC. JUNE 30, 2003 - ----------------------------- ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 123 Receivables, net 27,215 Inventories 28,914 Assets held for sale - Other current assets 1,935 ------------ TOTAL CURRENT ASSETS 58,187 ------------ Investments and notes receivable, net - Investment in direct financing leases - ------------ NET PROPERTY AND EQUIPMENT 12,285 ------------ Other assets 3,249 ------------ ------------ TOTAL ASSETS $ 73,721 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 17,189 Liabilities held for sale - Other current liabilities - ------------ TOTAL CURRENT LIABILITIES 17,189 ------------ Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 5,075 Net intercompany due to (from) 51,457 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 $ 73,721 ------------ LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 4,212 Closed store reserves - Other liabilities 844 Pension obligation - Taxes payable 19 ------------ TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 5,075
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 7 as necessary. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF DUNIGAN FUELS, INC. JULY 12, 2003 - ------------------- ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 3,264 Inventories - Assets held for sale - Other current assets 3 ------------ TOTAL CURRENT ASSETS 3,267 ------------ Investments and notes receivable, net - Investment in direct financing leases - ------------ NET PROPER AND EQUIPMENT - ------------ Other assets - ------------ ------------ TOTAL ASSETS $ 3,267 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities - ------------ TOTAL CURRENT LIABILITIES - ------------ Long-term debt - Long-tern obligations under capital leases - Other liabilities - Liabilities subject to compromise 8,867 Net intercompany due to (from) (5,600) 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 $ 3,267 ------------ LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 8,695 Closed store reserves 172 Other liabilities - Pension obligation - Taxes payable - ------------ TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 8,867
NOTES - ----- [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was July 12, 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: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FAVAR CONCEPTS, LTD JULY 12, 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 PROPER AND EQUIPMENT - ------------ Other assets 98 ------------ ------------ TOTAL ASSETS $ 98 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 164 Liabilities held for sale - Other current liabilities - ------------ TOTAL CURRENT LIABILITIES 164 ------------ Long-term debt - Long-tern obligations under capital leases - Other liabilities - Liabilities subject to compromise 492 Net intercompany due to (from) (558) 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 $ 98 ------------ LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 459 Closed store reserves - Other liabilities 1 Pension obligation - Taxes payable 32 ------------ TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 492
NOTES - ----- (1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was July 12, 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: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING COMPANIES, INC. JULY 12, 2003 - ----------------------- ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 178,499 Receivables, net 382,927 Inventories 46,916 Assets held for sale 493,546 Other current assets 27,490 ------------ TOTAL CURRENT ASSETS 1,129,378 ------------ Investments and notes receivable, net 2,070 Investment in direct financing leases - ------------ NET PROPER AND EQUIPMENT 14,965 ------------ Other assets 89,722 ------------ ------------ TOTAL ASSETS $ 1,236,135 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 68,137 Liabilities held for sale - Other current liabilities - ------------ TOTAL CURRENT LIABILITIES 68,137 ------------ Long-term debt - Long-term obligations under capital leases 113,148 Other liabilities 9,418 Liabilities subject to compromise 2,779,102 Net intercompany due to (from) (376,426) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share 136,221 Capital in excess of par value 708,449 Reinvested earnings (deficit) (2,074,652) Accumulated other comprehensive income: Additional minimum pension liability (129,215) Cumulative foreign currency translation adjustment 1,953 ------------ TOTAL SHAREHOLDERS' EQUITY $ (1,357,244) ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,236,135 ------------ LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ 1,858,616 Accounts payable 453,748 Closed store reserves 40,217 Other liabilities 184,086 Pension obligation 218,333 Taxes payable 24,102 ------------ TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 2,779,102
NOTES - ----- [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for the continuing operations of this legal entity (four convenience divisions) was as of June 30, 2003, and for the discontinued operations as of July 12, 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: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING FOODS OF TEXAS, L.P. JULY 12, 2003 - ---------------------------- -------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 69,243 Inventories - Assets held for sale 45,436 Other current assets 938 -------------- TOTAL CURRENT ASSETS 115,617 -------------- Investments and notes receivable, net - Investment in direct financing leases - -------------- NET PROPERTY AND EQUIPMENT - -------------- Other assets 8,729 -------------- -------------- TOTAL ASSETS $ 124,346 -------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities 430 -------------- TOTAL CURRENT LIABILITIES 430 -------------- Long-tern debt - Long-term obligations under capital leases 2,351 Other liabilities - Liabilities subject to compromise 43,442 Net intercompany due to (from) 78,123 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign current translation adjustment - -------------- TOTAL SHAREHOLDERS' EQUITY $ - -------------- -------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 124,346 -------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 42,027 Closed store reserves - Other liabilities 805 Pension obligation - Taxes payable 610 -------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 43,442
NOTES - ----- [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was July 12, 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: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING INTERNATIONAL, LTD JULY 12, 2003 - -------------------------- -------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 800 Inventories - Assets held for sale - Other current assets 174 -------------- TOTAL CURRENT ASSETS 974 -------------- Investments and notes receivable, net - Investment in direct financing leases - -------------- NET PROPERTY AND EQUIPMENT - -------------- Other assets 49 -------------- -------------- TOTAL ASSETS $ 1,023 -------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities - -------------- TOTAL CURRENT LIABILITIES - -------------- Long-tern debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise - Net intercompany due to (from) 1,023 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 current translation adjustment - -------------- TOTAL SHAREHOLDERS' EQUITY $ - -------------- -------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,023 -------------- 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 $ -
NOTES - ----- [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was July 12, 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: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING SUPERMARKETS OF FLORIDA, INC. JULY 12, 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 - -------------- -------------- TOTAL ASSETS $ 720 -------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities - -------------- TOTAL CURRENT LIABILITIES - -------------- Long-tern debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise - Net intercompany due to (from) 720 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 current translation adjustment - -------------- TOTAL SHAREHOLDERS' EQUITY $ - -------------- -------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 720 -------------- 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 $ -
NOTES - ----- [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was July 12, 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: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING TRANSPORTATION SERVICES, INC. JULY 12, 2003 - ------------------------------------- -------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 1,263 Inventories - Assets held for sale 6,306 Other current assets 49 -------------- TOTAL CURRENT ASSETS 7,618 -------------- Investments and notes receivable, net - Investment in direct financing leases - -------------- NET PROPERTY AND EQUIPMENT - -------------- Other assets - -------------- -------------- TOTAL ASSETS $ 7,618 -------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 275 Liabilities held for sale - Other current liabilities 504 -------------- TOTAL CURRENT LIABILITIES 779 -------------- Long-tern debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 242 Net intercompany due to (from) 6,597 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 current translation adjustment - -------------- TOTAL SHAREHOLDERS' EQUITY $ - -------------- -------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 7,618 -------------- 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
NOTES - ----- [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was July 12, 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: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF HEAD DISTRIBUTING COMPANY JULY 12, 2003 - ------------------------- ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 20,027 Inventories 22,085 Assets held for sale - Other current assets 665 -------------- TOTAL CURRENT ASSETS 42,777 -------------- Investments and notes receivable, net - Investment in direct financing leases - -------------- NET PROPERTY AND EQUIPMENT 3,608 -------------- Other assets 1,168 -------------- -------------- TOTAL ASSETS $ 47,553 -------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 6,422 Liabilities held for sale - Other current liabilities - -------------- TOTAL CURRENT LIABILITIES 6,422 -------------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 7,416 Net intercompany due to (from) 33,715 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 $ 47,553 -------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 7,485 Closed store reserves - Other liabilities (95) Pension obligation - Taxes payable 26 -------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 7,416
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 7 as necessary. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF MINTER-WEISMAN CO. JUNE 30, 2003 - ------------------ ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,858 Receivables, net 20,418 Inventories 13,865 Assets held for sale - Other current assets 886 ------------ TOTAL CURRENT ASSETS 42,027 ------------ Investments and notes receivable, net - Investment in direct financing leases - ------------ NET PROPERTY AND EQUIPMENT 2,378 ------------ Other assets 428 ------------ ------------ TOTAL ASSETS $ 44,833 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities 206 ------------ TOTAL CURRENT LIABILITIES 206 ------------ Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 6,017 Net intercompany due to (from) 38,610 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 $ 44,833 ------------ 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
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 7 as necessary. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF PIGGLY WIGGLY COMPANY JULY 12, 2003 - --------------------- ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 1,223 Inventories - Assets held for sale 996 Other current assets 113 ------------ TOTAL CURRENT ASSETS $ 2,332 ------------ Investments and notes receivable, net - Investment in direct financing leases - ------------ NET PROPERTY AND EQUIPMENT - ------------ Other assets - ------------ ------------ TOTAL ASSETS $ 2,332 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities 15 ------------ TOTAL CURRENT LIABILITIES 15 ------------ Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 597 Net intercompany due to (from) 1,720 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 $ 2,332 ------------ LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 597 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ------------ TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 597
NOTES - ----- [l] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was July 12, 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: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000's)
AS OF PROGRESSIVE REALTY, INC. JULY 12, 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 $ 9 Liabilities held for sale - Other current liabilities 290 ------------ TOTAL CURRENT LIABILITIES 299 ------------ Long-term debt - Long-tern obligations under capital leases - Other liabilities - Liabilities subject to compromise 1,220 Net intercompany due to (from) (1,519) 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 1,220 Pension obligation - Taxes payable - ------------ TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,220
NOTES - ----- [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was July 12,2003; 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: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000's)
AS OF RAINBOW FOOD GROUP, INC. JULY 12, 2003 - ------------------------ ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 7,372 Inventories - Assets held for sale 21,830 Other current assets 242 ------------ TOTAL CURRENT ASSETS 29,444 ------------ Investments and notes receivable, net - Investment in direct financing leases - ------------ NET PROPERTY AND EQUIPMENT - ------------ Other assets 80 ------------ ------------ TOTAL ASSETS $ 29,524 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,094 Liabilities held for sale - Other current liabilities 854 ------------ TOTAL CURRENT LIABILITIES 1,948 ------------ Long-term debt - Long-term obligations under capital leases 23,615 Other liabilities - Liabilities subject to compromise 27,049 Net intercompany due to (from) (23,088) 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 $ 29,524 ------------ LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 23,578 Closed store reserves - Other liabilities 201 Pension obligation 1,570 Taxes payable 1,700 ------------ TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 27,049
NOTES - ----- [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was July 12,2003; 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: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RETAIL INVESTMENTS, INC. JULY 12, 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 $ -
NOTES - ----- [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was July 12,2003; 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: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RFS MARKETING SERVICES, INC. JULY 12, 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 ----
NOTES - ----- [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was July 12,2003; 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: 6/15/03 - 7/12/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RICHMAR FOODS, INC. JULY 12, 2003 - ------------------- ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 4,876 Inventories - Assets held for sale 26,794 Other current assets 1 -------- TOTAL CURRENT ASSETS 31,671 -------- Investments and notes receivable, net - Investment in direct financing leases - -------- NET PROPERTY AND EQUIPMENT - -------- Other assets 1,114 -------- -------- TOTAL ASSETS $ 32,785 -------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities 643 -------- TOTAL CURRENT LIABILITIES 643 -------- Long-term debt - Long-term obligations under capital leases 20,884 Other liabilities 1,546 Liabilities subject to compromise 16,901 Net intercompany due to (from) (7,189) 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 $ 32,785 -------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 12,517 Closed store reserves - Other liabilities 632 Pension obligation 50 Taxes payable 3,702 -------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 16,901
NOTES - ----- [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was July 12, 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: 6/15/03 - 7/12/03 (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.
FLEMING BEGINNING AMOUNT ENDING TAX WITHHELD OR AMOUNT TAX LIABILITY ACCRUED PAID [11] LIABILITY --------- ----------- --------- --------- FEDERAL Payroll Taxes [1] $ (201) $ (7,102) $ 7,091 (212) Income (299) 609 (245) 65 -------- -------- -------- -------- TOTAL FEDERAL TAXES $ (500) $ (6,493) $ 6,845 $ (148) -------- -------- -------- -------- STATE AND LOCAL Payroll Taxes [1] $ (947) $ (1,600) $ 1,236 (1,311) Sales [2] (2,830) (388) 1,094 (2,124) Excise [2] (52) (12) 19 (44) Real & Personal Property [3] (12,629) - 225 (12,404) Cigarette & Tobacco [4] - (1,138) 1,138 - Franchise [2] (166) (75) 25 (216) -------- -------- -------- -------- Total State and Local $(16,623) $ (3,214) $ 3,737 $(16,100) -------- -------- -------- -------- TOTAL TAXES $(17,124) $ (9,706) $ 10,582 $(16,248) -------- -------- -------- --------
CORE-MARK [9] BEGINNING AMOUNT ENDING TAX WITHHELD OR AMOUNT TAX LIABILITY ACCRUED PAID LIABILITY --------- ----------- --------- --------- FEDERAL Payroll Taxes [1] $ (278) $ (1,976) $ 1,947 $ (307) Income - - - - -------- -------- -------- -------- TOTAL FEDERAL TAXES $ (278) $ (1,976) $ 1,947 $ (307) -------- -------- -------- -------- STATE AND LOCAL Payroll Taxes [1] $ - (244) 244 (0) Sales (35) (42) 43 (34) Excise (277) (178) 133 (321) Real & Personal Property [3] (190) (90) 10 (270) Cigarette & Tobacco (58,012) (88,109) 101,760 (44,362) Other: GST [5] (3,772) (1,976) 3,575 (2,174) Other: Spokane & Portland B&O Tax [6] (70) (79) 55 (94) -------- -------- -------- -------- Total State and Local $(62,355) $(90,718) $105,819 $(47,254) -------- -------- -------- -------- TOTAL TAXES $(62,633) $(92,694) $107,766 $(47,561) -------- -------- -------- --------
SUMMARY OF UNPAID POSTPETITION DEBTS
FLEMING ACCOUNTS PAYABLE AGING (IN THOUSANDS) AMOUNT - --------------------------------------------- -------- Current $ - 0 - 30 days [7] 76,101 31 - 60 days - 61 - 90 days - 91+ days - ------- Total Accounts Payable [8] $76,101 -------
CORE-MARK ACCOUNTS PAYABLE AGING (IN THOUSANDS) [9] AMOUNT - --------------------------------------------------- -------- Current $ - 0 - 30 days [7] [10] 19,274 31 - 60 days - 61 - 90 days - 91+ days - ------- Total Accounts Payable [8] $19,274 -------
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. Further, Fleming's payroll taxes, both federal and state, include Core-Mark's seven Eastern divisions. [2] Sales, Excise and Franchise postpetition taxes are calculated by adding to the period 6 balance the net accrual increase/decrease in period 7. As a result of further review of period 4, 5 and 6 Monthly Operating Reports, adjustments were made to the Ending Sales and Excise Tax Liability balances and were reflected in the above Beginning Tax Liability Balance. In particular, the Sales Ending Tax Liability balance in periods 4 and 5 were reduced by $117,000 and $298,000. In period 6 the Sales Ending Tax Liability balance was increased by $154,000. The Excise Ending Tax Liability balance in period 5 was decreased by $1,000. [3] Fleming's postpetition Real and personal property taxes include 275/365 of 2003 (April 2003 through December 2003) taxes and 2004 taxes. Upon further review of the period 4 Monthly Operating Report, as adjustment was made to the ending postpetition tax liability. In particular, the adjustment reduced the ending balance by $262,000. The beginning tax liability balance above reflects this adjustment. Additionally, Cor-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 7 expense was recorded as the accrual and the expense amount. [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. Fleming's aging includes Head and Minter-Weisman. [8] Accounts Payable per the Balance Sheet includes trade accounts payable, retailer incentives and other accrued expenses. [9] Core-Mark's postpetition taxes and Accounts Payable data is for Core-Mark's period 7 which is June 1, 2003 through June 30, 2003. [10] Core-Mark's Accounts Payable Aging excludes the "Fleming 7" entities. [11] 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: 6/15/03 - 7/12/03 (DOLLARS IN 000'S) ACCOUNTS RECEIVABLE AGINGS
FLEMING ACCOUNTS RECEIVABLE AGING [1] [2] AMOUNT - ----------------------------------------- ------------ Not Due $ 99,771 Current 151,922 1 - 7 days old 65,030 8 - 14 days old 21,566 15 - 21 days old 8,973 + Over 21 days old 248,004 Credits Over 21 days old [1] (37,188) ------------ Total Accounts Receivable $ 558,077 ------------ Amount considered uncollectible (Bad Debt) [3] (45,922) ------------ Accounts Receivable (Net) $ 512,156 ------------ CORE-MARK ACCOUNTS RECEIVABLE AGING [1] [4] AMOUNT - ------------------------------------------- ------------ Current $ 177,173 1 - 30 days old 19,200 31 - 45 days old 721 40 - 60 days old 729 61 - 90 days old 1,650 91 - 120 days old 671 + Over 120 days 4,891 ------------ Total Accounts Receivable $ 205,036 ------------ Amount considered uncollectible (Bad Debt) (3,713) ------------ Accounts Receivable (Net) $ 201,323 ------------
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. [5] 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. [6] X 4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. X
NOTES - ----- [1] Fleming's 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 Fleming's entities, excluding Wholesale. The Wholesale Accounts Receivable was aged above as it accounts for approximately 39.7% of the 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 July 12, 2003. [4] Core-Mark's Accounts Receivable data is for Core-Mark's period 7 ended June 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. [5] On June 19th, 30th and July 7th the Company sold 6 Food 4 Less Beverage Company, Inc. stores to Save Mart, 1 Rainbow Food Group, Inc. store to Fresh Brands and pharmacy inventory files to Roundy's for total net proceeds of approximately $27.3 million. On June 28th the Company sold Yes!Less equipment at 17 stores and assigned leases of 13 stores for total proceeds of approximately $810,000. The Company liquidated inventory located in Northeast Maryland, Warsaw and Salt Lake City on June 30th for approximately $2.2 million. Next, on June 20th, 27th and 28th, the Company sold its Minnesota pharmacy files and related inventory to Walgreens and ShopKo, 2 Arizona and 2 Texas pharmacy files and related inventory to Walgreens as well as 1 New Mexico pharmacy file and related inventory. Total proceeds from these sales were approximately $735,000 (sale/assignment dates do not correspond to actual cash receipts). [6] Two postpetition tax returns were not filed timely due to incomplete information from Fleming. The two returns were June 2003 Georgia Cigarette Return from the Geneva Division and the June 2003 Mississippi Cigarette & Tobacco Return out of the Memphis Division. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 6/15/03 - 7/12/03 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 76201 Phone (214) 969-8000 Facsimile (214) 969-9770 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 6/15/2003 to 7/12/2003 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, excises, 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 two returns were not timely filed due to incomplete information at the time the returns were due. These returns have subsequently been filed with the appropriate jurisdictions. June 2003 Georgia Cigarette Return from the Geneva Division, June 2003 Mississippi Cigarette & Tobacco Return out of the Memphis Division. 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. August 25, 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 Flaming 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 then 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 TaxDrivR, 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. Tho 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 Nielsen 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 is 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 than. 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 outer 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 Service, 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 repletion. 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 some that E&Y will hire certain of the Company's employees, hiring will occur on tame and conditions mutually agreeable to the parties. D. Miscellaneous If any part of this Agreement is held to be void, invalid, or otherwise unforceable, 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, cause 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 E&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 (F1) 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 entitles 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 matter. 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, rate 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 licenses, 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 reconcilations 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 far 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 purpose 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 is 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 say 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 affect 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 is 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. EX-99.5 7 d10044exv99w5.txt MONTHLY OPERATING REPORT FOR 7/13/2003 - 8/09/2003 EXHIBIT 99.5 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: 7/13/03 - 8/9/03 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.
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 9/23/2003 - --------------------------------- ------------------------------- Printed name of Responsible Party Date FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 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] [8] [9] [10]:
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 [11]: 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. [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] Period 6 refers to May 18, 2003 through June 14, 2003. [8] Period 7 refers to June 15 through July 12, 2003. [9] Period 8 refers to July 13 through August 9, 2003. [10] The Monthly Operating Report excludes financial activity related to non-Debtor entities (i.e., Cerespan.com and Choteau Development Company, LLC). [11] Core-Mark entities are on a different reporting schedule with period 8 reflecting a Balance Sheet as of July 31, 2003. The Statement of Operations has been estimated through August 9, 2003 to be consistent with Fleming. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 WEEKLY RECEIPTS AND DISBURSEMENTS [1] (DOLLARS IN 000'S)
CURRENT CUMULATIVE WEEK 1 WEEK 2 WEEK 3 WEEK 4 [2] PERIOD TOTAL FILING TO DATE ------------------------------------------------------------------------------------ CASH RECEIPTS: Fleming Receipts $ 74,603 $ 61,067 $ 52,174 N/A $ 187,844 $ 1,896,868 Core-Mark Receipts [3] 85,825 78,987 62,907 N/A 227,720 1,536,393 Asset / Excess Inventory Sales & Other [4] 12,298 2,223 5,906 N/A 20,428 246,357 - ----------------------------------------------------------------------------------------------------------------------------------- ACTUAL RECEIPTS $ 172,726 $ 142,277 $ 120,988 $ - $ 435,991 $ 3,679,617 - ----------------------------------------------------------------------------------------------------------------------------------- CASH DISBURSEMENTS FROM OPERATIONS: Material Purchases - Fleming $ (48,269) $ (46,178) $ (36,414) N/A $ (130,861) $ (1,504,556) Material Purchases - Core-Mark (61,933) (56,662) (40,617) N/A (159,212) (1,203,156) Tax Disbursements - Cigarettes (12,088) (10,343) (11,858) N/A (34,289) (203,686) Tax Disbursements - Other (778) (193) (77) N/A (1,048) (6,884) Employee & Payroll (10,387) (7,753) (5,638) N/A (23,777) (229,538) Lease & Recurring Costs (1,593) (1,094) (1,801) N/A (4,488) (67,911) Other Operating Costs (9,506) (7,767) (4,354) N/A (21,627) (175,402) - ----------------------------------------------------------------------------------------------------------------------------------- ACTUAL CASH DISBURSEMENTS FROM OPERATIONS $ (144,554) $ (129,989) $ (100,759) $ - $ (375,302) $ (3,391,133) - ----------------------------------------------------------------------------------------------------------------------------------- CASH DISBURSEMENTS FROM NON-OPERATIONS: DSD/Critical Vendor/PACA Payments [5] $ - $ - $ - N/A $ - $ (77,492) Capita] Expenditures - - - N/A - (2,216) Restructuring & Professional Fees (1,729) (1,096) (1,576) N/A (4,401) (12,395) Interest & Financing - (1) (1,800) N/A (1,800) (70,352) Other Non-Operating Costs - - - N/A - - - ----------------------------------------------------------------------------------------------------------------------------------- ACTUAL CASH DISBURSEMENTS FROM NON-OPERATIONS $ (1,729) $ (1,097) $ (3,376) $ - $ (6,201) $ (162,455) - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL ACTUAL DISBURSEMENTS $ (146,284) $ (131,086) $ (104,134) $ - $ (381,504) $ (3,553,588) - -----------------------------------------------------------------------------------------------------------------------------------
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT PERIOD COLUMN) TOTAL DISBURSEMENTS (381,504) 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 $ (381,504) ----------
NOTES [1] Weekly Receipts and Disbursements include Core-Mark's and Fleming's July 13 through July 31 receipts and disbursements. [2] Per agreement with the U.S. Trustee, cash receipts and disbursements related to July 13 through July 31 were only included. Therefore, Week 4 was excluded as the cash receipts and disbursements related to August 2003. [3] Core-Mark Receipts Cumulative Filing to Date balance has been reduced by approximately $1.8 million as a result of Canadian payments that were made in period 6 but not recorded as a disbursement in the period 6 Monthly Operating Report. [4] In prior Monthly Operating Reports the Asset / Excess Inventory Sales Receipts and Other Receipts were shown separately. This Monthly Operating Reports combines the two. [5] The period 8 Monthly Operating report (including the period 4 through 7 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. FORM MOR - 1A FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 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 $ (174,293) $ (1,094,467) Fleming Companies, Inc. 03-10945 (133,865) (1,730,183) 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 (30,500) (217,391) Core-Mark Interrelated Companies, Inc. 03-10951 (5,508) (35,904) 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 (6,382) (106,867) Fleming International, Ltd. 03-10956 (206) (1,379) Fleming Transportation Service, Inc. 03-10957 (28) (46) 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 (5,663) (33,282) Minter Weisman Co. 03-10964 (15,994) (84,989) Piggly Wiggly Company 03-10965 (145) (537) Progressive Realty, Inc. 03-10966 - (4) Rainbow Food Group, Inc. 03-10967 (190) (31,709) Retail Investments, Inc. 03-10968 (9,347) (145,010) Retail Supermarkets, Inc. 03-10970 - - RFS Marketing Services, Inc. 03-10971 - - Richmar Foods, Inc. 03-10972 618 (70,742) Dunigan Fuels, Inc. 03-10973 - (412) -------------------- -------------------- TOTAL ACTUAL DISBURSEMENTS [2] [3] $ (381,504) $ (3,553,588) -------------------- --------------------
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 7/13/03 - 7/31/03 (approximately $11.8 million for Fleming and approximately $10.0 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 9 entities (Head Distributing and Minter Weisman are not included in Fleming's payroll total as of Period 7) and Fleming's disbursements to the 20 Fleming entities. [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 7/13/03 - 7/31/03 for the Current Period and for 4/1/03 - 7/31/03 for the Cumulative Filing to Date. FORM MOR - 1B FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BANK ACCOUNT INFORMATION
ACCOUNT PETITIONING ENTITIES BANK NUMBER TYPE - ------------------------------------------------------------------------------------------ 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 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 3751847056 Depository Fleming Companies, Inc. Bank of America 3751889438 Depository Fleming Companies, Inc. Bank of America 3751917397 Depository Fleming Companies, Inc. Bank of America 8188007359 Depository Fleming Companies, Inc. Bank of America 8188812687 Depository Fleming Companies, Inc. Bank One 10148350 Disbursement Fleming Companies, Inc. Bank One 10218510 Depository Fleming Companies, Inc. Bank One 622743383 Depository Fleming Companies, Inc. First Hawaiian Bank 53015409 Depository Fleming Companies, Inc. JP Morgan 6300030353 Disbursement Fleming Companies, Inc. JP Morgan 6300035972 Disbursement Fleming Companies, Inc. JP Morgan 6300036129 Disbursement Fleming Companies, Inc. JP Morgan 6300036160 Disbursement Fleming Companies, Inc. JP Morgan 6300062117 Disbursement Fleming Companies, Inc. JP Morgan 6300064998 Disbursement Fleming Companies, Inc. JP Morgan 6300065052 Disbursement Fleming Companies, Inc. IP 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 8806212468 Depository Fleming Companies, Inc. JP Morgan 8806212583 Depository Fleming Companies, Inc. JP Morgan 8806212591 Depository Fleming Companies, Inc. JP Morgan 8806231716 Depository Fleming Companies, Inc. JP Morgan 8806231732 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 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 8806319784 Depository Fleming Companies, Inc. JP Morgan 8806322283 Depository/Disbursement Fleming Companies, Inc. JP Morgan 8806322309 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
FORM MOR - IC
ACCOUNT PETITIONING ENTITIES BANK NUMBER TYPE - -------------------------------------------------------------------------------------------------- Fleming Companies, Inc. M&I 12263119 Depository Fleming Companies, Inc. M&I 13004134 Depository Fleming Companies, Inc. M&I 14133911 Depository Fleming Companies, Inc. M&I 18241234 Depository Fleming Companies, Inc. Manufacturers Trust 12001749 Depository Fleming Companies, Inc. Waukesha 2726887 Disbursement Fleming Companies, Inc. Waukesha 10428672 Depository Fleming Companies, Inc. Waukesha 10478473 Depository Fleming Companies, Inc. Wells Fargo 6355025116 Depository Fleming Companies, Inc. Wells Fargo 6355045387 Depository Core-Mark International, Inc Adel Banking Co 15797201 Disbursement Core-Mark International, Inc Bank Of Montreal 0004-1664-436 Disbursement Core-Mark International, Inc Bank Of Montreal 7600000313 Depository/Disbursement Core-Mark International, Inc Bank Of Montreal 7601102397 Disbursement Core-Mark International, Inc Bank Of Montreal 7601154963 Disbursement Core-Mark International, Inc Bank Of Montreal 7604601086 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 9102775419 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775427 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775435 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775443 Disbursement Core-Mark International, Inc Scotia Bank 112390010715 Depository Core-Mark International, Inc Scotia Bank 4052700104313 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 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 Core-Mark International, Inc Wilson & Muir 7516436 Depository 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
FORM MOR - IC FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JULY 13, 2003 - FLEMING COMPANIES, INC. & SUBSIDIARIES [2] AUGUST 9, 2003 - -------------------------------------------------------------- NET SALES $ 370,033 COSTS AND EXPENSES: [3] Cost of sales (354,927) Selling and administrative (11,841) Reorganization items, net (95) Interest expense (231) Interest income and other 129 Impairment/restructuring charges (1,496) Litigation charges - - -------------------------------------------------------------- TOTAL COSTS AND EXPENSES (368,461) - -------------------------------------------------------------- Income/(Loss) before income taxes 1,572 Taxes on income/(loss) - - -------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 1,572 - -------------------------------------------------------------- DISCONTINUED OPERATIONS: [4] Income/(Loss) before income taxes (39,343) Taxes on income/(loss) - - -------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (39,343) - -------------------------------------------------------------- - -------------------------------------------------------------- NET INCOME/(LOSS) $ (37,771) - --------------------------------------------------------------
NOTES [1] Results of certain legal entities have been approximated to the 28 days from July 13,2003 through August 9,2003. See additional detail explanation on each Statement of Operations. [2] Excludes Abco Markets, Inc., Abco Realty, Corp., ASI Office Automation, Inc., C/M Products, Inc., Fleming Foods Management Co., L.L.C., Food 4 Less Beverage Company, Inc., FuelServ, Inc., General Acceptance Corporation, Marquise Ventures Company, Inc. and Retail Supermarkets, Inc. as these entities had no activity during the period. Further, the related entities Statement of Operations are excluded from the Monthly Operating Report. RFS Marketing Services, Inc.'s Statement of Operations was included as RFS Marketing Services, Inc.'s balance sheet was included in the Monthly Operating Report. [3] Certain expenses are recorded each period using estimates, then reviewed and adjusted at the end of a quarter (i.e., self-insurance reserves, allowance for bad debts, etc.). [4] Continuing Operations as of Period 8, 2003 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - ABCO FOOD GROUP, INC. AUGUST 9, 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 (29) Taxes on income/(loss) - - -------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (29) - -------------------------------------------------------------- - -------------------------------------------------------------- NET INCOME/(LOSS) $ (29) - --------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - CORE-MARK INTERNATIONAL, INC. AUGUST 9, 2003 - -------------------------------------------------------------- NET SALES $ 235,731 COSTS AND EXPENSES: Cost of sales (227,105) Selling and administrative (5,280) Reorganization items, net (93) Interest expense (22) Interest income and other 121 Impairment/restructuring charges (145) Litigation charges - - -------------------------------------------------------------- TOTAL COSTS AND EXPENSES (232,525) - -------------------------------------------------------------- Income/(Loss) before income taxes 3,206 Taxes on income/(loss) - - -------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 3,206 - -------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - - -------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - -------------------------------------------------------------- - -------------------------------------------------------------- NET INCOME/(LOSS) $ 3,206 - --------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 31 days ended July 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - CORE-MARK INTERRELATED COMPANIES, INC. AUGUST 9, 2003 - -------------------------------------------------------------- NET SALES $ 7,632 COSTS AND EXPENSES: Cost of sales (7,322) Selling and administrative (100) Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - - -------------------------------------------------------------- TOTAL COSTS AND EXPENSES (7,423) - -------------------------------------------------------------- Income/(Loss) before income taxes 210 Taxes on income/(loss) - - -------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 210 - -------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - - -------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - -------------------------------------------------------------- - -------------------------------------------------------------- NET INCOME/(LOSS) $ 210 - --------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 31 days ended July 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - CORE-MARK MID-CONTINENT, INC. AUGUST 9, 2003 - -------------------------------------------------------------- NET SALES $ 47,853 COSTS AND EXPENSES: Cost of sales (46,307) Selling and administrative (621) Reorganization items, net - Interest expense - Interest income and other 5 Impairment/restructuring charges - Litigation charges - - -------------------------------------------------------------- TOTAL COSTS AND EXPENSES (46,923) - -------------------------------------------------------------- Income/(Loss) before income taxes 930 Taxes on income/(loss) - - -------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 930 - -------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - - -------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - -------------------------------------------------------------- - -------------------------------------------------------------- NET INCOME/(LOSS) $ 930 - --------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 31 days ended July 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - DUNIGAN FUELS, INC. AUGUST 9, 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 579 Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 579 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NET INCOME/(LOSS) $ 579 - -----------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - FAVAR CONCEPTS, LTD AUGUST 9, 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 (46) Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (46) - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NET INCOME/(LOSS) $ (46) - -----------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - FLEMING COMPANIES, INC. AUGUST 9, 2003 - ------------------------------------------------------------------------------ NET SALES $ 38,947 COSTS AND EXPENSES: Cost of sales (37,224) Selling and administrative (2,790) Reorganization items, net (2) Interest expense (209) Interest income and other - Impairment/restructuring charges (1,351) Litigation charges - - ----------------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (41,575) - ----------------------------------------------------------------------------- Income/(Loss) before income taxes (2,628) Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (2,628) - ----------------------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes (38,777) Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (38,777) - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NET INCOME/(LOSS) $ (41,405) - -----------------------------------------------------------------------------
NOTES [1] The period of results for the continuing operations of this legal entity (four convenience divisions) was for the 31 days ended July 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended August 9, 2003. The period of results for the discontinued operations of this legal entity was for 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - FLEMING FOODS OF TEXAS, L.P. AUGUST 9, 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 (1,807) Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (1,807) - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NET INCOME/(LOSS) $ (1,807) - -----------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - FLEMING INTERNATIONAL, LTD AUGUST 9, 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 25 Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 25 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NET INCOME/(LOSS) $ 25 - -----------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - FLEMING SUPERMARKETS OF FLORIDA, INC. AUGUST 9, 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 (3) Taxes on income/(Loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (3) - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NET INCOME/(LOSS) $ (3) - -----------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - FLEMING SUPERMARKETS OF FLORIDA, INC. AUGUST 9, 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 (3) Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (3) - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NET INCOME/(LOSS) $ (3) - -----------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - FLEMING TRANSPORTATION SERVICES, INC. AUGUST 9, 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 (129) Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (129) - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NET INCOME/(LOSS) $ (129) - -----------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - HEAD DISTRIBUTING COMPANY AUGUST 9, 2003 - ------------------------------------------------------------------------------ NET SALES $ 11,942 COSTS AND EXPENSES: Cost of sales (11,045) Selling and administrative (1,330) Reorganization items, net - Interest expense - Interest income and other 2 Impairment/restructuring charges - Litigation charges - - ----------------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (12,372) - ----------------------------------------------------------------------------- Income/(Loss) before income taxes (431) Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (431) - ----------------------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NET INCOME/(LOSS) $ (431) - -----------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 31 days ended July 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - MINTER-WEISMAN CO. AUGUST 9, 2003 - ------------------------------------------------------------------------------ NET SALES $ 27,929 COSTS AND EXPENSES: Cost of sales (25,923) Selling and administrative (1,721) Reorganization items, net - Interest expense - Interest income and other 1 Impairment/restructuring charges - Litigation charges - - ----------------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (27,643) - ----------------------------------------------------------------------------- Income/(Loss) before income taxes 285 Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 285 - ----------------------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NET INCOME/(LOSS) $ 285 - -----------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 31 days ended July 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - PIGGLY WIGGLY COMPANY AUGUST 9, 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 280 Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 280 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NET INCOME/(LOSS) $ 280 - -----------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - PROGRESSIVE REALTY, INC. AUGUST 9, 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) $ - - -----------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - RAINBOW FOOD GROUP, INC. AUGUST 9, 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 (952) Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (952) - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NET INCOME/(LOSS) $ (952) - -----------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - RETAIL INVESTMENTS, INC. AUGUST 9, 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 (1) Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (1) - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NET INCOME/(LOSS) $ (1) - -----------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - RFS MARKETING SERVICES, INC. AUGUST 9, 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) - - ----------------------------------------------------------------------------- INCOMC/(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] The period of results for this legal entity was for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
JULY 13, 2003 - RICHMAR FOODS, INC. AUGUST 9, 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 1,517 Taxes on income/(loss) - - ----------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 1,517 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- NET INCOME/(LOSS) $ 1,517 - -----------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended August 9, 2003. [2] 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: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING COMPANIES. INC. & SUBSIDIARIES [2] AUGUST 9, 2003 - -------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 286,966 Receivables, net [3] 687,226 Inventories 199,067 Assets held for sale [4] 550,911 Other current assets 34,105 - ------------------------------------------------------------------------ TOTAL CURRENT ASSETS 1,758,275 - ------------------------------------------------------------------------ Investments and notes receivable, net 2,164 Investment in direct financing leases - - ------------------------------------------------------------------------ NET PROPERTY AND EQUIPMENT 53,992 - ------------------------------------------------------------------------ Other assets 149,468 - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ TOTAL ASSETS $ 1,963,899 - ------------------------------------------------------------------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable [3] $ 94,135 Liabilities held for sale 19,129 Other current liabilities 30,188 - ------------------------------------------------------------------------ TOTAL CURRENT LIABILITIES 143,452 - ------------------------------------------------------------------------ Long-term debt - Long-term obligations under capital leases 129,703 Other liabilities 9,140 Liabilities subject to compromise [5] [6] 3,092,812 Net intercompany due to (from) [7] (13,957) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share 136,221 Capital in excess of par value 708,200 Reinvested earnings (deficit) (2,114,136) Accumulated other comprehensive income: Additional minimum pension liability (129,215) Cumulative foreign currency translation adjustment 1,679 - ------------------------------------------------------------------------ TOTAL SHAREHOLDERS' EQUITY $ (1,397,251) - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,963,899 - ------------------------------------------------------------------------
FORM MOR - 3 LIABILITIES SUBJECT TO COMPROMISE [5] [6] Debt and notes payable [8] [9] $ 1,858,616 Accounts payable [10] [15] 732,201 Closed store reserves [11] 40,272 Other liabilities [12] [16] 196,321 Pension obligation [13] [17] 226,408 Taxes payable [14] [18] 38,994 ----------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 3,092,812
LIABILITIES SUBJECT TO COMPROMISE ASSUMPTIONS GENERAL [1] The period close for certain legal entities was as of August 9, 2003 and as of July 31, 2003 for other legal entities. See additional detail explanation on each Balance Sheet. [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. Further, the related Balance Sheets are excluded from the Monthly Operating Report. [3] The accounts payable balance as of August 9 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. [4] Continuing Operations as of Period 8, 2003 includes only the convenience business (or Core-Mark, including the Fleming 7). Assets of all other businesses have been reclassified as Assets Held for Sale and liabilities as Liabilities Held for Sale as required by SFAS 146. [5] 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. [6] 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 inflated by certain reclasses made between Accounts Payable and Accounts Receivable (see note 3). [7] 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. [8] The senior notes, convertible senior 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 [9] Debt and notes payable includes bonds, revolver and term Loan and related accrued interest. The debt and notes payable (excluding accrued interest) are period 8 balances. Accrued interest relates to all prepetition debt included in Liabilities Subject to Compromise. [10] 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. [11] Close store reserves are period 8 balances. [12] 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 periods 4 through 8). Accrued severance was taken from the SOFA schedules. [13] Pension obligation is a period 8 balance less an estimated amount of $500,000 per period as postpetition. [14] 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. Cigarette taxes payable is included in accounts payable. CORE-MARK ENTITIES [15] 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. [16] Other liabilities, which include accrued compensation, other current liabilities and other long-term liabilities, are period 4 balances. [17] Pension obligation is a period 8 balance less an estimated amount provided by Core-Mark for postpetition. [18] Taxes payable includes income taxes and taxes other than income. Income tax liability and taxes other than income are period 4 balances. 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: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF ABCO FOOD GROUP, INC. AUGUST 9, 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 $ - 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 1,325 Net intercompany due to (from) (1,320) 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 25 Closed store reserves - Other liabilities 1,300 Pension obligation - Taxes payable - ----------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,325
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was August 9, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK INTERNATIONAL, INC. JULY 31, 2003 - ------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 122,150 Receivables, net 206,692 Inventories 102,559 Assets held for sale - Other current assets 7,561 - ------------------------------------------------------------------------ TOTAL CURRENT ASSETS 438,962 - ------------------------------------------------------------------------ Investments and notes receivable, net - Investment in direct financing leases - - ------------------------------------------------------------------------ NET PROPERTY AND EQUIPMENT 20,920 - ------------------------------------------------------------------------ Other assets 40,667 - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ TOTAL ASSETS $ 500,549 - ------------------------------------------------------------------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities 19,706 - ------------------------------------------------------------------------ TOTAL CURRENT LIABILITIES 19,706 - ------------------------------------------------------------------------ Long-term debt - Long-term obligations under capital leases - Other liabilities - Labilities subject to compromise 192,848 Net intercompany due to (from) 287,995 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - - ------------------------------------------------------------------------ TOTAL SHAREHOLDERS' EQUITY $ - - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 500,549 - ------------------------------------------------------------------------ LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 171,661 Closed store reserves - Other liabilities 6,798 Pension obligation 5,578 Taxes payable 8,811 ----------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 192,848
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 8 as necessary. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK INTERRELATED COMPANIES, INC. JULY 31, 2003 - ------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2 Receivables, net 2,465 Inventories 9,949 Assets held for sale - Other current assets 26 - ------------------------------------------------------------------------ TOTAL CURRENT ASSETS 12,442 - ------------------------------------------------------------------------ Investments and notes receivable, net - Investment in direct financing leases - - ------------------------------------------------------------------------ NET PROPERTY AND EQUIPMENT 338 - ------------------------------------------------------------------------ Other assets - - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ TOTAL ASSETS $ 12,780 - ------------------------------------------------------------------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 159 Liabilities held for sale - Other current liabilities 242 - ------------------------------------------------------------------------ TOTAL CURRENT LIABILITIES 401 - ------------------------------------------------------------------------ Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 1,031 Net intercompany due to (from) 11,348 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 $ 12,780 - ------------------------------------------------------------------------ LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 1,031 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ----------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,031
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 8 as necessary. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK MID-CONTINENT, INC. JULY 31, 2003 - ------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 90 Receivables, net 25,989 Inventories 25,470 Assets held for sale - Other current assets 1,816 - ------------------------------------------------------------------------ TOTAL CURRENT ASSETS 53,365 - ------------------------------------------------------------------------ Investments and notes receivable, net - Investment in direct financing leases - - ------------------------------------------------------------------------ NET PROPERTY AND EQUIPMENT 12,104 - ------------------------------------------------------------------------ Other assets 3,105 - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ TOTAL ASSETS $ 68,574 - ------------------------------------------------------------------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 10,901 Liabilities held for sale - Other current liabilities 555 - ------------------------------------------------------------------------ TOTAL CURRENT LIABILITIES 11,456 - ------------------------------------------------------------------------ Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 5,075 Net intercompany due to (from) 52,043 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 $ 68,574 - ------------------------------------------------------------------------ LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 4,212 Closed store reserves 844 Other liabilities - Pension obligation 19 Taxes payable - ----------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 5,075
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 8 as necessary. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF DUNIGAN FUELS, INC. AUGUST 9, 2003 - ------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 3,065 Inventories - Assets held for sale - Other current assets - - ------------------------------------------------------------------------ TOTAL CURRENT ASSETS 3,065 - ------------------------------------------------------------------------ Investments and notes receivable, net - Investment in direct financing leases - - ------------------------------------------------------------------------ NET PROPERTY AND EQUIPMENT - - ------------------------------------------------------------------------ Other assets - - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ TOTAL ASSETS $ 3,065 - ------------------------------------------------------------------------ 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 8,867 Net intercompany due to (from) (5,802) 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 $ 3,065 - ------------------------------------------------------------------------ LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 8,695 Closed store reserves 172 Other liabilities - Pension obligation - Taxes payable - ----------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 8,867
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was August 9, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FAVAR CONCEPTS. LTD AUGUST 9, 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 $ 98 Liabilities held for sale - Other current liabilities - - ------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 98 - ------------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 459 Net intercompany due to (from) (557) 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 459 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ----- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 459
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was August 9, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING COMPANIES, INC. AUGUST 9, 2003 - ------------------------------------------------------------------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 164,492 Receivables, net 327,724 Inventories 26,697 ASSETS held for sale 464,036 Other current assets 20,352 - ---------------------------------------------------------------------- TOTAL CURRENT ASSETS 1,003,301 - ---------------------------------------------------------------------- Investments and notes receivable, net 2,164 Investment in direct financing leases - - ---------------------------------------------------------------------- NET PROPERTY AND EQUIPMENT 14,798 - ---------------------------------------------------------------------- Other assets 95,522 - ---------------------------------------------------------------------- - ---------------------------------------------------------------------- TOTAL ASSETS $ 1,115,785 - ---------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 54,439 Liabilities held for sale 19,129 Other current liabilities 7,472 - ---------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 81,040 - ---------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases 93,571 Other liabilities 7,594 Liabilities subject to compromise 2,780,136 Net intercompany due to (from) (449,305) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share 136,221 Capital in excess of par value 708,200 Reinvested earnings (deficit) (2,114,136) Accumulated other comprehensive income: Additional minimum pension liability (129,215) Cumulative foreign currency translation adjustment 1,679 - ---------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY $(1,397,251) - ---------------------------------------------------------------------- - ---------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,115,785 - ----------------------------------------------------------------------
LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ 1,858,616 Accounts payable 453,748 Closed store reserves 40,100 Other liabilities 184,360 Pension obligation 219,210 Taxes payable 24,102 ----------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 2,780,136
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for the continuing operations of this legal entity (four convenience divisions) was as of July 31,2003, and for the discontinued operations as of August 9,2003; 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING FOODS OF TEXAS, L.P. AUGUST 9, 2003 - ---------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 59,516 Inventories - Assets held for sale 47,751 Other current assets 1,145 - ------------------------------------------------------------------------- TOTAL CURRENT ASSETS 108,412 - ------------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - ------------------------------------------------------------------------- NET PROPERTY AND EQUIPMENT - - ------------------------------------------------------------------------- Other assets 8,427 - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- TOTAL ASSETS $116,839 - ------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities 489 - ------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 489 - ------------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases 2,322 Other liabilities - Liabilities subject to compromise 43,442 Met intercompany due to (from) 70,586 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 $116,839 - -------------------------------------------------------------------------
LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 42,027 Closed store reserves - Other liabilities 805 Pension obligation - Taxes payable 610 -------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 43,442
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was August 9,2003; 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. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING INTERNATIONAL, LTD AUGUST 9, 2003 - -------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 802 Inventories - Assets held for sale - Other current assets 50 - --------------------------------------------------------------------- TOTAL CURRENT ASSETS 852 - --------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - --------------------------------------------------------------------- NET PROPERTY AND EQUIPMENT - - --------------------------------------------------------------------- Other assets 48 - --------------------------------------------------------------------- - --------------------------------------------------------------------- TOTAL ASSETS $900 - --------------------------------------------------------------------- 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) 900 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 $900 - ---------------------------------------------------------------------
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 -
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was August 9,2003; 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING SUPERMARKETS OF FLORIDA, INC. AUGUST 9, 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 - - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- TOTAL ASSETS $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 - Liabilities subject to compromise - Net intercompany due to (from) 720 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 $720 - -------------------------------------------------------------------------
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 $ -
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was August 9,2003; 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING TRANSPORTATION SERVICES, INC. AUGUST 9, 2003 - --------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 1,687 Inventories - Assets held for sale 5,828 Other current assets 52 - ----------------------------------------------------------- TOTAL CURRENT ASSETS 7,567 - ----------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - ----------------------------------------------------------- NET PROPERTY AND EQUIPMENT - - ----------------------------------------------------------- Other assets - - ----------------------------------------------------------- - ----------------------------------------------------------- TOTAL ASSETS $7,567 - ----------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 262 Liabilities held for sale - Other current liabilities 504 - ----------------------------------------------------------- TOTAL CURRENT LIABILITIES 766 - ----------------------------------------------------------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 242 Net intercompany due to (from) 6,559 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 $7,567 - -----------------------------------------------------------
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
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was August 9, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF HEAD DISTRIBUTING COMPANY JULY 31, 2003 - --------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 16,617 Inventories 19,787 Assets held for sale - Other current assets 598 - ------------------------------------------------------------ TOTAL CURRENT ASSETS 37,002 - ------------------------------------------------------------ Investments and notes receivable, net - Investment in direct financing leases - - ------------------------------------------------------------ NET PROPERTY AND EQUIPMENT 3,526 - ------------------------------------------------------------ Other assets 1,096 - ------------------------------------------------------------ - ------------------------------------------------------------ TOTAL ASSETS $41,624 - ------------------------------------------------------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 2,391 Liabilities held for sale - Other current liabilities 711 - ------------------------------------------------------------ TOTAL CURRENT LIABILITIES 3,102 - ------------------------------------------------------------ Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 7,416 Net intercompany due to (from) 31,106 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 $41,624 - ------------------------------------------------------------
LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 7,485 Closed store reserves - Other liabilities (95) Pension obligation - Taxes payable 26 ------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 7,416
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 8 as necessary. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF MINTER-WEISMAN CO. JULY 31, 2003 - --------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 219 Receivables, net 18,023 Inventories 14,605 Assets held for sale - Other current assets 898 - ------------------------------------------------------------ TOTAL CURRENT ASSETS 33,745 - ------------------------------------------------------------ Investments and notes receivable, net - Investment in direct financing leases - - ------------------------------------------------------------ NET PROPERTY AND EQUIPMENT 2,306 - ------------------------------------------------------------ Other assets 488 - ------------------------------------------------------------ - ------------------------------------------------------------ TOTAL ASSETS $36,539 - ------------------------------------------------------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $25,876 Liabilities held for sale - Other current liabilities - - ------------------------------------------------------------ TOTAL CURRENT LIABILITIES 25,876 - ------------------------------------------------------------ Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 6,017 Net intercompany due to (from) 4,646 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 $36,539 - ------------------------------------------------------------
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
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 8 as necessary. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF PIGGLY WIGGLY COMPANY AUGUST 9, 2003 - ---------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 1,334 Inventories - Assets held for sale 1,010 Other current assets 110 - ------------------------------------------------------------ TOTAL CURRENT ASSETS 2,454 - ------------------------------------------------------------ Investments and notes receivable, net - Investment in direct financing leases - - ------------------------------------------------------------ NET PROPERTY AND EQUIPMENT - - ------------------------------------------------------------ Other assets - - ------------------------------------------------------------ - ------------------------------------------------------------ TOTAL ASSETS $ 2,454 - ------------------------------------------------------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities 16 - ------------------------------------------------------------ TOTAL CURRENT LIABILITIES 16 - ------------------------------------------------------------ Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 597 Net intercompany due to (from) 1,841 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 $ 2,454 - ------------------------------------------------------------
LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 597 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 597
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was August 9, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF PROGRESSIVE REALTY, INC. AUGUST 9, 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 $ 9 Liabilities held for sale - Other current liabilities 290 - ------------------------------------------------------------ TOTAL CURRENT LIABILITIES 299 - ------------------------------------------------------------ Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 1,220 Net intercompany due to (from) (1,519) 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 1,220 Pension obligation - Taxes payable - ------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,220
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was August 9, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RAINBOW FOOD GROUP, INC. AUGUST 9, 2003 - --------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 9,677 Inventories - Assets held for sale 21,827 Other current assets 1,493 - ------------------------------------------------------------ TOTAL CURRENT ASSETS 32,997 - ------------------------------------------------------------ Investments and notes receivable, net - Investment in direct financing leases - - ------------------------------------------------------------ NET PROPERTY AND EQUIPMENT - - ------------------------------------------------------------ Other assets 80 - ------------------------------------------------------------ - ------------------------------------------------------------ TOTAL ASSETS $ 33,077 - ------------------------------------------------------------ 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 23,563 Other liabilities - Liabilities subject to compromise 27,049 Net intercompany due to (from) (17,535) 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 $ 33,077 - ------------------------------------------------------------
LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 23,578 Closed store reserves - Other liabilities 201 Pension obligation 1,570 Taxes payable 1,700 -------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 27,049
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was August 9, 2003; therefore all liabilities were reviewed with prepetition amounts reclassifled as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout was not determinable. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RETAIL INVESTMENTS, INC. AUGUST 9, 2003 - -------------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1 Receivables, net - Inventories - Assets held for sale - Other current assets - - -------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 1 - -------------------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - -------------------------------------------------------------------------------- NET PROPERTY AND EQUIPMENT - - -------------------------------------------------------------------------------- Other assets - - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TOTAL ASSETS $ 1 - -------------------------------------------------------------------------------- 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) (2) 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 $ 1 - -------------------------------------------------------------------------------- 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 $ -
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was August 9,2003; 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03-8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RFS MARKETING SERVICES, INC. AUGUST 9, 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 - Net intercompany due to (from) - 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
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was August 9,2003; 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RICHMAR FOODS, INC. AUGUST 9, 2003 - -------------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 12,892 Inventories - Assets held for sale 10,459 Other current assets - - -------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 23,351 - -------------------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - -------------------------------------------------------------------------------- NET PROPERTY AND EQUIPMENT - - -------------------------------------------------------------------------------- Other assets - - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TOTAL ASSETS $ 23,351 - -------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable - Liabilities held for sale - Other current liabilities 200 - -------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 200 - -------------------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases 10,247 Other liabilities 1,546 Liabilities subject to compromise 17,035 Net intercompany due to (from) (5,677) 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 $ 23,351 - -------------------------------------------------------------------------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 12,651 Closed store reserves - Other liabilities 632 Pension obligation 50 Taxes payable 3,702 -------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 17,035
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was August 9, 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. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 (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.
- ------------------------------------------------------------------------------------------- BEGINNING AMOUNT ENDING TAX WITHHELD OR AMOUNT TAX FLEMING LIABILITY ACCRUED PAID [11] LIABILITY - ------------------------------------------------------------------------------------------- FEDERAL - ------------------------------------------------------------------------------------------- Payroll Taxes [1] $ (212) $ (4,102) $ 4,242 (72) - ------------------------------------------------------------------------------------------- Income 65 (975) (28) (938) - ------------------------------------------------------------------------------------------- TOTAL FEDERAL TAXES $ (148) $ (5,076) $ 4,214 $ (1,010) - ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- STATE AND LOCAL - ------------------------------------------------------------------------------------------- Payroll Taxes [1] $ (1,311) $ (515) $ 1,448 (378) - ------------------------------------------------------------------------------------------- Sales [2] (2,126) (904) 2,360 (670) - ------------------------------------------------------------------------------------------- Excise [2] (44) (10) 10 (45) - ------------------------------------------------------------------------------------------- Real & Personal Property [3] (12,404) - 1,230 (11,173) - ------------------------------------------------------------------------------------------- Cigarette & Tobacco [4] - (853) 853 - - ------------------------------------------------------------------------------------------- Franchise [2] (216) (75) 1 (291) - ------------------------------------------------------------------------------------------- Total State and Local $ (16,102) $ (2,357) $ 5,902 $ (12,557) - ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- TOTAL TAXES $ (16,250) $ (7,434) $ 10,116 $ (13,567) - -------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------- BEGINNING AMOUNT ENDING TAX WITHHELD OR AMOUNT TAX CORE-MARK [9] LIABILITY ACCRUED PAID LIABILITY - ------------------------------------------------------------------------------------------- FEDERAL - ------------------------------------------------------------------------------------------- Payroll Taxes [1] $ (307) $ (2,803) $ 2,679 $ (431) - ------------------------------------------------------------------------------------------- Income - - - - - ------------------------------------------------------------------------------------------- TOTAL FEDERAL TAXES $ (307) $ (2,803) $ 2,679 $ (431) - ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- STATE AND LOCAL - ------------------------------------------------------------------------------------------- Payroll Taxes [1] $ (0) (338) 355 17 - ------------------------------------------------------------------------------------------- Sales (34) (41) 37 (38) - ------------------------------------------------------------------------------------------- Excise (321) (247) 143 (425) - ------------------------------------------------------------------------------------------- Real & Personal Property [3] (270) (106) 2 (374) - ------------------------------------------------------------------------------------------- Cigarette & Tobacco (44,362) (90,593) 86,624 (48,331) - ------------------------------------------------------------------------------------------- Other: GST [5] (2,174) (1,834) 1,923 (2,085) - ------------------------------------------------------------------------------------------- Other: Spokane & Portland B&O Tax [6] (94) (83) - (177) - ------------------------------------------------------------------------------------------- Total State and Local $ (47,254) $ (93,243) $ 89,084 $ (51,413) - ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- TOTAL TAXES $ (47,561) $ (96,046) $ 91,763 $ (51,844) - -------------------------------------------------------------------------------------------
SUMMARY OF UNPAID POSTPETITION DEBTS
- ------------------------------------------------------------------------------------------- FLEMING ACCOUNTS PAYABLE AGING (IN THOUSANDS) AMOUNT - ------------------------------------------------------------------------------------------- Current $ - - ------------------------------------------------------------------------------------------- 0 - 30 days [7] 83,075 - ------------------------------------------------------------------------------------------- 31 - 60 days - - ------------------------------------------------------------------------------------------- 61 - 90 days - - ------------------------------------------------------------------------------------------- 91+ days - - ------------------------------------------------------------------------------------------- Total Accounts Payable [8] $ 83,075 - -------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------- CORE-MARK ACCOUNTS PAYABLE AGING (IN THOUSANDS) [9] AMOUNT - ------------------------------------------------------------------------------------------- Current $ - - ------------------------------------------------------------------------------------------- 0 - 30 days [7] [10] 11,060 - ------------------------------------------------------------------------------------------- 31 - 60 days - - ------------------------------------------------------------------------------------------- 61 - 90 days - - ------------------------------------------------------------------------------------------- 91+ days - - ------------------------------------------------------------------------------------------- Total Accounts Payable [8] $ 11,060 - -------------------------------------------------------------------------------------------
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. Further, Fleming's payroll taxes, both federal and state, include Core-Mark's seven Eastern divisions. [2] Sales, Excise and Franchise postpetition taxes are calculated by adding to the period 7 balance the net accrual increase/decrease in period 8. As a result of further review of period 4, 5, 6 and 7 Monthly Operating Reports, adjustments were made to the Ending Sales Tax Liability balances and were reflected in the above Beginning Tax Liability Balance. As a result, Sales Ending Tax Liability balance in period 7 was increased by $2,000. [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 & 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 8 expense was recorded as the accrual and the expense amount. [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. Fleming's aging includes Head and Minter-Weisman. [8] Accounts Payable per the Balance Sheet includes trade accounts payable, retailer incentives and other accrued expenses. [9] Core-Mark's postpetition taxes and Accounts Payable data is for Core-Mark's period 8 which is July 1, 2003 through July 31, 2003. [10] Core-Mark's Accounts Payable Aging excludes the "Fleming 7" entities. [11] Amount Paid represents the periods total other adjustments, amounts paid and amount received. FORM MOR - 4 [ERNST & YOUNG LLP LETTERHEAD] Fleming Companies, Inc. et al. Cast Nos. 03-01944 - 03-10973 (MFW Jointly Administered) Reporting Period: 7/13/2003 to 8/09/2003 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 then 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 at the time the returns were due. These returns have subsequently been filed with the appropriate jurisdictions. June 2003 City of Mobile Cigarette Return--Geneva Division; June 2003 Florida Cigarette Return--Geneva Division; June 2003 Goorgin Cigarette Return--Geneva Division; June 2003 Louisiana Strawberry Tax Return--Lafayette Division; June 2003 Mississippi Cigarette/Tobacco Return--Memphis Division; June 2003 Delaware Cigarette Return--Northeast Maryland Division; June 2003 Maryland Cigarette Return--Northeast Maryland Division; June 2003 Maryland Tobacco Return--Northeast Maryland Division; June 2003 Pennsylvania Cigarette Return--Northeast Maryland Division; June 2003 Arkansas Cigarette Licensed wholesaler Return--Tulsa Division; June 2003 Kansas Egg Tax Return--Tulsa Division; June 2003 Missouri Cigarette Return--Tulsa Division; and June 2003 Oklahoma Cigarette Return--Tulsa Division. The following return was due July 21, 2003 and is still awaiting final information in order to be filed with the Alabama jurisdiction; June 2003 Alabama Cigarette Return--Geneva Division. To the bent 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. September 19, 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. Mazk 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, the 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 note 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, Ernst & Young LLP FLEMING COMPANIES, INC. BY: /s/ Mark Shapiro 4/11/03 ----------------------------------- Mark Shapiro, Date Chief Financial Officer 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 tenns 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 parries. 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 filling 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 fee 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 E&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 (F1) 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 reconcilations 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 win be binding on the parties, and judgment on the arbitration award may be entered in any court having jurisdiction. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 (DOLLARS IN 000'S) ACCOUNTS RECEIVABLE AGINGS
FLEMING Accounts Receivable Aging [1] [2] Amount - ---------------------------------------------- --------- Not Due $ 88,506 - ---------------------------------------------- --------- Current 127,217 - ---------------------------------------------- --------- 1 - 7 days old 54,154 - ---------------------------------------------- --------- 8 - 14 days old 18,262 - ---------------------------------------------- --------- 15 - 21 days old 6,044 - ---------------------------------------------- --------- +Over 21 days 233,122 - ---------------------------------------------- --------- Credits Over 21 days[l] (30,103) - ---------------------------------------------- --------- Total Accounts Receivable $ 497,202 - ---------------------------------------------- --------- Amount considered uncollectible (Bad Debt) [3] (45,121) - ---------------------------------------------- --------- Accounts Receivable (Net) $ 452,081 - ---------------------------------------------- ---------
CORE-MARK Accounts Receivable Aging [1] [4] Amount - ---------------------------------------------- --------- Current $ 202,443 - ---------------------------------------------- --------- 1 - 30 days old 26,581 - ---------------------------------------------- --------- 31 - 45 days old 1,260 - ---------------------------------------------- --------- 40 - 60 days old 425 - ---------------------------------------------- --------- 61 - 90 days old 339 - ---------------------------------------------- --------- 91 - 120 days old 965 - ---------------------------------------------- --------- + Over 120 days 6,991 - ---------------------------------------------- --------- Total Accounts Receivable $ 239,004 - ---------------------------------------------- --------- Amount considered uncollectible (Bad Debt) [3] (3,859) - ---------------------------------------------- --------- Accounts Receivable (Net) $ 235,145 - ---------------------------------------------- ---------
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. [5] 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. [6] X - ------------------------------------------------------------------------------ --- -- 4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. X
NOTES [1] Fleming's 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 Fleming's entities, excluding Wholesale. The Wholesale Accounts Receivable was aged above as it accounts for approximately 41.12% of the 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 August 9, 2003. As a result of the sale of the Company's wholesale distribution business, the Company will review its allowance for doubtful accounts. [4] Core-Mark's Accounts Receivable data is for Core-Mark's period 8 ended July 31,2003. Further, Core-Mark's Accounts Receivable Aging total differed from the general ledger total due to timing differences and adjustments. As a result, the remaining receivable balance was allocated to each aging category based on the percentage of each aging category to total accounts receivable. [5] On July 15th the Company sold a store located in Illinois to Uribe/Shingle for approximately $50,000. On July 18th and 25th and on August 1st and 9th the Company liquidated inventory located at several locations including, but not limited to, Minneapolis, Phoenix, Superior, Geneva, and Lafayette for approximately $8.5 million. Further, on July 18th the Company sold PBX equipment to live & Co. and liquidated PP&E from stores for total net proceeds of $1.3 million. (sale/assignment dates do not correspond to actual cash receipts). [6] Thirteen tax returns were not filed timely due to incomplete information. The thirteen returns were June 2003 City of Mobile Cigarette Return--Geneva Division, June 2003 Florida Cigarette Return--Geneva Division, June 2003 Georgia Cigarette Return--Geneva Division, June 2003 Louisiana Strawberry Tax Return--Lafayette Division, June 2003 Mississippi Cigarette/Tobacco Return--Memphis Division, June 2003 Delaware Cigarette Return--Northeast Maryland Division, June 2003 Maryland Cigarette Return--Northeast Maryland Division, June 2003 Maryland Tobacco Return--Northeast Maryland Division, June 2003 Pennsylvania Cigarette Return--Northeast Maryland Division, June 2003 Arkansas Cigarette Licensed Wholesaler Return--Tulsa Division, June 2003 Kansas Egg Tax Return--Tulsa Division, June 2003 Missouri Cigarette Return--Tulsa Division and June 2003 Oklahoma Cigarette Return--Tulsa Division. One tax return was due July 21, 2003 and is still awaiting final information in order to be filed with the Alabama jurisdiction; June 2003 Alabama Cigarette Return--Geneva Division. FORM MOR - 5 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 7/13/03 - 8/9/03 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). EX-99.6 8 d10044exv99w6.txt MONTHLY OPERATING REPORT FOR 8/10/2003 - 9/06/2003 EXHIBIT 99.6 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: 8/10/03-9/6/03 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.
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 10/21/2003 - ----------------------------------- -------------------------------------- Printed Name of Responsible Party Date FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 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] [8] [9] [10] [11]:
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 [12]: 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. [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] Period 6 refers to May 18, 2003 through June 14, 2003. [8] Period 7 refers to June 15 through July 12, 2003. [9] Period 8 refers to July 13 through August 9, 2003. [10] Period 9 refers to August 10 through September 6, 2003. [11] The Monthly Operating Report excludes financial activity related to non-Debtor entities (i.e., Cerespan.com and Choteau Development Company, LLC). [12] Core-Mark entities are on a different reporting schedule with period 9 reflecting a Balance Sheet as of August 31, 2003. The Statement of Operations has been estimated through September 6, 2003 to be consistent with Fleming. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 WEEKLY RECEIPTS AND DISBURSEMENTS [1] (DOLLARS IN 000'S)
CURRENT PERIOD CUMULATIVE WEEK 1 [2] WEEK 2 WEEK 3 WEEK 4 WEEK 5 TOTAL FILING TO DATE ---------- --------- --------- --------- --------- --------- -------------- CASH RECEIPTS: Fleming Receipts [4] $ 11,761 61,316 50,762 54,389 297,611 $ 475,839 $ 2,372,707 Core-Mark Receipts 15,826 82,084 79,834 81,084 78,656 337,484 1,873,877 Asset / Excess Inventory Sales St. Other 2,159 1,777 6,029 6,259 1,690 17,914 264,271 ---------- --------- --------- --------- --------- --------- -------------- ACTUAL RECEIPTS $ 29,746 $ 145,177 $ 136,625 $ 141,732 $ 377,957 $ 831,237 $ 4,510,855 ---------- --------- --------- --------- --------- --------- -------------- CASH DISBURSEMENTS FROM OPERATIONS: Material Purchases - Fleming $ (11,060) (37,180) (36,923) (16,637) (2,978) $(104,778) $ (1,609,334) Material Purchases - Core-Mark (13,326) (54,802) (52,839) (52,876) (52,036) (225,879) (1,429,035) Tax Disbursements - Cigarettes (1,475) (10,022) (12,787) (16,892) (11,127) (52,303) (255,989) Tax Disbursements - Other (2) (411) (281) (183) (9) (886) (7,770) Employee & Payroll (2,099) (7,236) (7,574) (5,903) (8,393) (31,205) (260,743) Lease & Recurring Costs (3,680) (6,782) (1,038) (1,355) (1,131) (13,986) (81,897) Other Operating Costs (383) (5,185) (5,756) (7,702) (3,403) (22,429) (197,831) ---------- --------- --------- --------- --------- --------- -------------- ACTUAL CASH DISBURSEMENTS FROM OPERATIONS $ (32,025) $(121,618) $(117,198) $(101,548) $ (79,077) $(451,466) $ (3,842,599) ---------- --------- --------- --------- --------- --------- -------------- CASH DISBURSEMENTS FROM NON-OPERATIONS: DSD/Critical Vendor/PACA Payments [3] $ - - - - (11,289) $ (11,289) $ (88,781) Capital Expenditures - - - - - - (2,216) Restructuring & Professional Fees (511) (2,975) (1,302) (5,855) (1,398) (12,041) (24,436) Interest & Financing - (482) - - (1,691) (2,173) (72,525) Other Non-Operating Costs - - - - - - - ---------- --------- --------- --------- --------- --------- -------------- ACTUAL CASH DISBURSEMENTS FROM NON-OPERATIONS $ (511) $ (3,457) $ (1,302) $ (5,855) $ (14,378) $ (25,503) $ (187,958) ---------- --------- --------- --------- --------- --------- -------------- ---------- --------- --------- --------- --------- --------- -------------- TOTAL ACTUAL DISBURSEMENTS $ (32,536) $(125,075) $(118,500) $(107,403) $ (93,455) $(476,969) $ (4,030,557) ---------- --------- --------- --------- --------- --------- --------------
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT PERIOD COLUMN) TOTAL DISBURSEMENTS $ (476,969) 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 $ (476,969) -----------
NOTES [1] Weekly Receipts and Disbursements include Core-Mark's and Fleming's August 1 through August 31 receipts and disbursements. [2] Per agreement with the U.S. Trustee, cash receipts and disbursements related to August 1 through August 31 were only included. Therefore, Week 1 includes only one day related to cash receipts and disbursements for August 2003. [3] The period 9 Monthly Operating report (including the period 4 through 8 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. [4] Week 5 receipts include cash received from the sale of assets to C&S. FORM MOR - IA FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 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 $ (159,169) $ (1,253,635) Fleming Companies, Inc. 03-I0945 (210,318) (1,940,501) 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 (43,255) (260,646) Core-Mark Interrelated Companies, Inc. 03-10951 (5,289) (41,193) 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 (6,719) (113,586) Fleming International, Ltd. 03-10956 (21) (1,400) Fleming Transportation Service, Inc. 03-10957 49 3 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 (5,717) (38,999) Minter Weisman Co. 03-10964 (25,352) (110,341) Piggly Wiggly Company 03-10965 (280) (817) Progressive Realty, Inc. 03-10966 - (4) Rainbow Food Group, Inc. 03-10967 (17) (31,726) Retail Investments, Inc. 03-10968 (20,115) (165,125) Retail Supermarkets, Inc. 03-10970 - - RFS Marketing Services, Inc. 03-10971 - - Richmar Foods, Inc. 03-10972 (928) (71,670) Dunigan Fuels, Inc. 03-10973 162 (250) -------- -------------------- -------------------- TOTAL ACTUAL DISBURSEMENTS [2] [3] $ (476,969) $ (4,030,557) -------------------- --------------------
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 8/1/03 - 8/31/03 (approximately $16.4 million for Fleming and approximately $ 11.9 million for Core-Mark) were allocated to the related Fleming and Core-Mark entities based on the % of each entities total sales lo total Fleming Sales/Core-Mark sales. In particular, Core-Mark's disbursements were allocated to the 9 entities (Head Distributing and Minter Weisman are not included in Fleming's payroll total as of Period 7) and Fleming's disbursements to the 20 Fleming entities. [2] Total cash disbursements provided by both Core-Mark and Fleming during the period did not agree to Total Actual Disbursements on me 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 8/1/03 - 8/31/03 for the Current Period and for 4/1/03 - 8/31/03 for the Cumulative Filing to Date. FORM MOR - IB FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BANK ACCOUNT INFORMATION
ACCOUNT PETITIONING ENTITIES BANK NUMBER TYPE - ------------------------------------------------------------------------------------------------- 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 3751525666 Depository Fleming Companies, Inc. Bank of America 3751572091 Depository Fleming Companies, Inc. Bank of America 3751589327 Depository Fleming Companies, Inc. Bank of America 3751889438 Depository Fleming Companies, Inc. Bank of America 3751917397 Depository Fleming Companies, Inc. Bank of America 8188812687 Depository Fleming Companies, Inc. Bank One 10148350 Disbursement Fleming Companies, Inc. Bank One 10218510 Depository Fleming Companies, Inc. Bank One 622743383 Depository Fleming Companies, Inc. First Hawaiian Bank 53015409 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. JF Morgan 6300036160 Disbursement Fleming Companies, Inc. JP Morgan 6300062117 Disbursement Fleming Companies, Inc. JP Morgan 6300064998 Disbursement Fleming Companies, Inc. JP Morgan 6300065052 Disbursement Fleming Companies, Inc. JP Morgan 6300065086 Disbursement 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 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 8806212468 Depository Fleming Companies, Inc. JP Morgan 8806212583 Depository Fleming Companies, Inc. JP Morgan 8806212591 Depository Fleming Companies, Inc. JP Morgan 8806231716 Depository Fleming Companies, Inc. JP Morgan 8806231732 Depository Fleming Companies, Inc. JP Morgan 8806232185 Depository Fleming Companies, Inc. JP Morgan 8806232193 Depository Fleming Companies, Inc. JF Morgan 8806232201 Depository Fleming Companies, Inc. JP Morgan 8806232219 Depository Fleming Companies, Inc JP Morgan 8806232805 Depository Fleming Companies, Inc. JP Morgan 8806257778 Depository Fleming Companies, Inc. JP Morgan 8806258339 Depository Fleming Companies, Inc. JP Morgan 8806322309 Depository Fleming Companies, Inc. JP Morgan 8806362925 Disbursement Fleming Companies, Inc. JP Morgan 8806362933 Disbursement Fleming Companies, Inc. JP Morgan 8806363428 Depository Fleming Companies, Inc. JP Morgan 8806370886 Disbursement Fleming Companies, Inc. M&I 12263119 Depository Fleming Companies, Inc. M&I 13004134 Depository Fleming Companies, Inc. M&I 14133911 Depository Fleming Companies, Inc. M&I 18241234 Depository Fleming Companies, Inc. Manufacturers Trust 12001749 Depository Fleming Companies, Inc. Waukesha 2726887 Disbursement Fleming Companies, Inc. Waukesha 10428672 Depository Fleming Companies, Inc. Waukesha 10478473 Depository Core-Mark International, Inc Adel Banking Co 15797201 Disbursement Core-Mark International, Inc Bank Of Montreal 0004-1664-436 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
FORM MOR - IC
- ------------------------------------------------------------------------------------------------- ACCOUNT PETITIONING ENTITIES BANK NUMBER TYPE - ------------------------------------------------------------------------------------------------- Fleming Companies, Inc. Bank of America 1257001012 Depository 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 9102775419 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775427 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775435 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775443 Disbursement Core-Mark International, Inc Scotia Bank 112390010715 Depository Core-Mark International, Inc Scotia Bank 4052700104313 Depository Core-Mark International, Inc Scotia Bank 714800001414 Depository Core-Mark International, Inc Scotia Bank 71480000914 Depository Core-Mark International, Inc Scotia Bank 714800011312 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 Core-Mark International, Inc Wilson & Muir 7516436 Depository 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
FORM MOR - IC FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
- -------------------------------------------------------------------- AUGUST 10, 2003 - FLEMING COMPANIES, INC. & SUBSIDIARIES [2] SEPTEMBER 6, 2003 - -------------------------------------------------------------------- NET SALES $ 354,022 COSTS AND EXPENSES: [3] Cost of sales (340,495) Selling and administrative (12,554) Reorganization items, net (383) Interest expense (223) Interest income and other 122 Impairment/restructuring charges (231) Litigation charges - - -------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (353,764) - -------------------------------------------------------------------- Income/(Loss) before income taxes 258 Taxes on income/(loss) - - -------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 258 - -------------------------------------------------------------------- DISCONTINUED OPERATIONS: [4] Income/(Loss) before income taxes (63,584) Taxes on income/(loss) - - -------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (63,584) - -------------------------------------------------------------------- - -------------------------------------------------------------------- NET INCOME/(LOSS) $ (63,326) - --------------------------------------------------------------------
NOTES [1] Results of certain legal entities have been approximated to the 28 days from August 10, 2003 through September 6, 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., 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. Further, the related entities Statement of Operations are excluded from the Monthly Operating Report. RFS Marketing Services, Inc.'s Statement of Operations was included as RFS Marketing Services, Inc.'s balance sheet was included in the Monthly Operating Report. [3] Certain expenses are recorded each period using estimates, then reviewed and adjusted at the end of a quarter (i.e., self-insurance reserves, allowance for bad debts, etc.). [4] Continuing Operations as of Period 9, 2003 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- -------------------------------------------------------------------- AUGUST 10, 2003 - ABCO FOOD GROUP, INC. SEPTEMBER 6, 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 27 Taxes on income/(loss) - - -------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 27 - -------------------------------------------------------------------- - -------------------------------------------------------------------- NET INCOME/(LOSS) $ 27 - --------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- -------------------------------------------------------------------- AUGUST 10, 2003 - CORE-MARK INTERNATIONAL, INC. SEPTEMBER 6, 2003 - -------------------------------------------------------------------- NET SALES $ 233,514 COSTS AND EXPENSES: Cost of sales (225,267) Selling and administrative (6,626) Reorganization items, net (382) Interest expense (22) Interest income and other 118 Impairment/restructuring charges (22) Litigation charges - - -------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (232,201) - -------------------------------------------------------------------- Income/(Loss) before income taxes 1,313 Taxes on income/(loss) - - -------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 1,313 - -------------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - - -------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - -------------------------------------------------------------------- - -------------------------------------------------------------------- NET INCOME/(LOSS) $ 1,313 - --------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 31 days ended August 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- -------------------------------------------------------------------- AUGUST 10, 2003 - CORE-MARK INTERRELATED COMPANIES, INC. SEPTEMBER 6, 2003 - -------------------------------------------------------------------- NET SALES $ 6,945 COSTS AND EXPENSES: Cost of sales (6,624) Selling and administrative (82) Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - - -------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (6,706) - -------------------------------------------------------------------- INCOME/(LOSS) BEFORE INCOME TAXES 239 TAXES ON INCOME/(LOSS) - - -------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 239 - -------------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - - -------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - -------------------------------------------------------------------- - -------------------------------------------------------------------- NET INCOME/(LOSS) $ 239 - --------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 31 days ended August 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ---------------------------------------------------------------------------------- AUGUST 10, 2003 - CORE-MARK MID-CONTINENT, INC. SEPTEMBER 6, 2003 - ---------------------------------------------------------------------------------- NET SALES $ 44,533 COSTS AND EXPENSES: Cost of sales (42,989) Selling and administrative (797) Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - - ------------------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (43,786) - ------------------------------------------------------------------------------- Income/(Loss) before income taxes 747 Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 747 - ------------------------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NET INCOME/(LOSS) $ 747 - -------------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 31 days ended August 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ---------------------------------------------------------------------------------- AUGUST 10, 2003 - DUNIGAN FUELS, INC. SEPTEMBER 6,2003 - ---------------------------------------------------------------------------------- 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) $ - - -------------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ---------------------------------------------------------------------------------- AUGUST 10, 2003 - FAVAR CONCEPTS, LTD SEPTEMBER 6, 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 (4) Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (4) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NET INCOME/(LOSS) $ (4) - -------------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended September 6,2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ---------------------------------------------------------------------------------- AUGUST 10, 2003 - FLEMING COMPANIES, INC. SEPTEMBER 6, 2003 - ---------------------------------------------------------------------------------- NET SALES $ 33,441 COSTS AND EXPENSES: Cost of sales (32,288) Selling and administrative (1,882) Reorganization items, net (1) Interest expense (201) Interest income and other - Impairment/restructuring charges (209) Litigation charges - - ------------------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (34,581) - ------------------------------------------------------------------------------- Income/(Loss) before income taxes (1,140) Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (1,140) - ------------------------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes (12,802) Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (12,802) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NET INCOME/(LOSS) $ (13,942) - -------------------------------------------------------------------------------
NOTES [1] The period of results for the continuing operations of this legal entity (four convenience divisions) was for the 31 days ended August 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended September 6, 2003, The period of results for the discontinued operations of this legal entity was for 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ---------------------------------------------------------------------------------- AUGUST 10, 2003 - FLEMING FOODS OF TEXAS, L.P. SEPTEMBER 6, 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 (42,536) Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (42,536) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NET INCOME/ (LOSS) $ (42,536) - -------------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ---------------------------------------------------------------------------------- AUGUST 10, 2003 - FLEMING INTERNATIONAL, LTD SEPTEMBER 6, 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 (3) Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (3) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NET LNCOME/(LOSS) $ (3) - -------------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended September 6,2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ---------------------------------------------------------------------------------- AUGUST 10, 2003 - FLEMING TRANSPORTATION SERVICES, INC. SEPTEMBER 6, 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 (6,107) Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (6,107) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NET INCOME/(LOSS) $ (6,107) - -------------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ---------------------------------------------------------------------------------- AUGUST 10, 2003 - HEAD DISTRIBUTING COMPANY SEPTEMBER 6, 2003 - ---------------------------------------------------------------------------------- NET SALES $ 10,631 COSTS AND EXPENSES: Cost of sales (10,205) Selling and administrative (1,244) Reorganization items, net - Interest expense - Interest income and other 1 Impairment/restructuring charges - Litigation charges - - ------------------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (11,448) - ------------------------------------------------------------------------------- Income/(Loss) before income taxes (817) Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (817) - ------------------------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NET INCOME/(LOSS) $ (817) - -------------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 31 days ended August 31,2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ---------------------------------------------------------------------------------- AUGUST 10, 2003 - MINTER-WEISMAN CO. SEPTEMBER 6, 2003 - ---------------------------------------------------------------------------------- NET SALES $ 24,959 COSTS AND EXPENSES: Cost of sales (23,123) Selling and administrative (1,923) Reorganization items, net - Interest expense - Interest income and other 3 Impairment/restructuring charges - Litigation charges - - ------------------------------------------------------------------------------- TOTAL COSTS AND EXPENSES (25,043) - ------------------------------------------------------------------------------- Income/(Loss) before income taxes (84) Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (84) - ------------------------------------------------------------------------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NET INCOME/(LOSS) $ (84) - -------------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 31 days ended August 31, 2003; adjustments have been made to this Statement of Operations to approximate results for the 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ---------------------------------------------------------------------------------- AUGUST 10, 2003 - PIGGLY WIGGLY COMPANY SEPTEMBER6, 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 (781) Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (781) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NET INCOME/(LOSS) $ (781) - -------------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
- ---------------------------------------------------------------------------------- AUGUST 10, 2003 - PROGRESSIVE REALTY, INC. SEPTEMBER 6, 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: Lncome/(Loss) before income taxes - Taxes on income/(loss) - - ------------------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NET INCOME/(LOSS) $ - - -------------------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
AUGUST 10, 2003- RAINBOW FOOD GROUP, INC. SEPTEMBER 6,2003 - -------------------------------------------------------------------- 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 (756) Taxes on income/loss) - - ------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (756) - ------------------------------------------------------------------- - ------------------------------------------------------------------- NET INCOME/(LOSS) $ (756) - -------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
AUGUST 10, 2003- RETAIL INVESTMENTS, INC. SEPTEMBER 6, 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) $ - - --------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
AUGUST 10, 2003- RFS MARKETING SERVICES, INC. SEPTEMBER 6, 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) $ - - --------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] [2] (DOLLARS IN 000'S)
AUGUST 10, 2003- RICHMAR FOODS, INC. SEPTEMBER 6, 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 (622) Taxes on income/(loss) - - ------------------------------------------------------------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (622) - ------------------------------------------------------------------- - ------------------------------------------------------------------- NET INCOME(LOSS) $ (622) - -------------------------------------------------------------------
NOTES [1] The period of results for this legal entity was for the 28 days ended September 6, 2003. [2] 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: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING COMPANIES, INC. & SUBSIDIARIES [2] SEPTEMBER 6, 2003 - --------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 638,214 Receivables, net [3] 611,107 Inventories 182,124 Assets held for sale [4] 41,739 Other current assets 29,050 - --------------------------------------------------------------------- TOTAL CURRENT ASSETS 1,502,234 - --------------------------------------------------------------------- Investments and notes receivable, net 1,702 Investment in direct financing leases 7,150 - --------------------------------------------------------------------- Net property and equipment 42,787 - --------------------------------------------------------------------- Other assets 148,211 - --------------------------------------------------------------------- - --------------------------------------------------------------------- TOTAL ASSETS $ 1,702,084 - --------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable [3] $ 25,392 Liabilities held for sale - Other current liabilities 9,752 - --------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 35,144 - --------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases 51,668 Other liabilities 1,060 Liabilities subject to compromise [5][6] 3,090,207 Net intercompany due to (from) [7] 1,866 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share 135,221 Capital in excess of par value 706,794 Reinvested earnings (deficit) (2,192,448) Accumulated other comprehensive income: Additional minimum pension liability (129,215) Cumulative foreign currency translation adjustment 1,787 - --------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY $ (1,477,861) - --------------------------------------------------------------------- - --------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,702,084 - ---------------------------------------------------------------------
FORM MOR - 3 LIABILITIES SUBJECT TO COMPROMISE [5][6] Debt and notes payable [8][9] $ 1,858,050 Account payable [10][15] 727,130 Closed store reserves [11] 40,454 Other liabilities [12][16] 203,406 Pension obligation [13][17] 224,135 Taxes payable [14][18] 37,032 ----------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 3,090,207
LIABILITIES SUBJECT TO COMPROMISE ASSUMPTIONS GENERAL [1] The period close for certain legal entities was as of September 6,2003 and as of August 31,2003 for other legal entities. See additional detail explanation on each Balance Sheet. [2] 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. Further, the related Balance Sheets are excluded from the Monthly Operating Report. [3] The accounts payable balance as of September 6 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. No amount has currently been reserved for receivables from vendors. [4] Continuing Operations as of Period 9,2003 includes only the convenience business (or Core-Mark, including the Fleming 7). Assets of all other businesses have been reclassified as Assets Held for Sale and liabilities as Liabilities Held for Sale as required by SFAS 146. [5] 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. [6] 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 inflated by certain reclasses made between Accounts Payable and Accounts Receivable (see note 3). [7] 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. [8] The senior notes, convertible senior 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 [9] Debt and notes payable includes bonds, revolver and torn Loan and related accrued interest. The debt and notes payable (excluding accured interest) are period 9 balances. Accrued interest relates to all prepetition debt included in Liabilities Subject to Compromise. [10] Accounts payable includes trade payable, 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. [11] Close store reserves are period 9 balances. [12] Other liabilities includes accrued compensation, accrued severance, union pension withdrawal liabilities, other current liabilities, deferred income, end 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 periods 4 through 9). Accrued severance was taken from the SOFA schedules. [13] Pension obligation is a period 9 balance. [14] 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. Cigarette taxes payable is included in accounts payable. CORE-MARK ENTITIES [15] 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. [16] Other liabilities, which include accrued compensation, other current liabilities and other long-term liabilities, are period 4 balances. [17] Pension obligation is a period 9 balance. [18] Taxes payable includes income taxes and taxes other than income. Income tax liability and taxes other than income are period 4 balances. Cigarette taxes payable is included in accounts payable. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- --------------------------------------------------------------------- AS OF ABCO FOOD GROUP, INC. SEPTEMBER 6, 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 $ - 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 1,302 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 $ 5 - --------------------------------------------------------------------
LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable - Closed store reserves - Other liabilities 1,302 Pension obligation - Taxes payable - ----------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,302
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was September 6,2003; 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD; 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK INTERNATIONAL, INC. AUGUST 31, 2003 - --------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 201,532 Receivables, net 187,024 Inventories 97,105 Assets held for sale - Other current assets 11,472 - --------------------------------------------------------------------- TOTAL CURRENT ASSETS 497,133 - --------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - --------------------------------------------------------------------- Net property and equipment 20,233 - --------------------------------------------------------------------- Other assets 40,195 - --------------------------------------------------------------------- - --------------------------------------------------------------------- TOTAL ASSETS $ 557,561 - --------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities 3,349 - --------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 3,349 - --------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 192,848 Net intercompany due to (from) 361,364 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 $ 557,561 - ---------------------------------------------------------------------
LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 171,661 Closed store reserves - Other liabilities 6,798 Pension obligation 5,578 Taxes payable 8,811 ----------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 192,848
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 9 as necessary. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK INTERRELATED COMPANIES, INC. AUGUST 31, 2003 - --------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2 Receivables, net 2,710 Inventories 8,591 Assets held for sale - Other current assets 30 - --------------------------------------------------------------------- TOTAL CURRENT ASSETS 11,333 - --------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - --------------------------------------------------------------------- Net property and equipment 330 - --------------------------------------------------------------------- Other assets - - --------------------------------------------------------------------- - --------------------------------------------------------------------- TOTAL ASSETS $ 11,663 - --------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 590 Liabilities held for sale - Other current liabilities 80 - --------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 670 - --------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 1,031 Net intercompany due to (from) 9,962 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 $ 11,663 - ---------------------------------------------------------------------
LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 1,031 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ----------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,031
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 9 as necessary. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) (1) (DOLLARS IN 000'S)
- --------------------------------------------------------------------------- AS OF CORE-MARK MID-CONTINENT, INC. AUGUST 31, 2003 - --------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 88 Receivables, net 24,113 Inventories 24,965 Assets held for sale - Other current assets 1,652 - --------------------------------------------------------------------------- TOTAL CURRENT ASSETS 50,818 - --------------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - --------------------------------------------------------------------------- Net property and equipment 11,965 - --------------------------------------------------------------------------- Other assets 2,969 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- TOTAL ASSETS $ 65,752 - --------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 7,888 Liabilities held for sale - Other current liabilities 446 - --------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 8,334 - --------------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 5,075 Net intercompany due to (from) 52,343 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 $ 65,752 - --------------------------------------------------------------------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 4,212 Closed store reserves - Other liabilities 844 Pension obligation - Taxes payable 19 --------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 5,075
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 9 as necessary. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- ----------------------------------------------------------------------------- AS OF DUNIGAN FUELS, INC. SEPTEMBER 6, 2003 - ----------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 3,065 Inventories - Assets held for sale - Other current assets - - ----------------------------------------------------------------------------- TOTAL CURRENT ASSETS 3,065 - ----------------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - ----------------------------------------------------------------------------- Net property and equipment - - ----------------------------------------------------------------------------- Other assets - - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- TOTAL ASSETS $ 3,065 - ----------------------------------------------------------------------------- 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 8,867 Net intercompany due to (from) (5,802) 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 $ 3,065 - ----------------------------------------------------------------------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 8,695 Closed store reserves 172 Other liabilities - Pension obligation - Taxes payable - ----------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 8,867
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was September 6, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03-9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- ----------------------------------------------------------------------------- AS OF FAVAR CONCEPTS, LTD SEPTEMBER 6, 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 $ 93 Liabilities held for sale - Other current liabilities - - ----------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 93 - ----------------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 459 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 $ - - ----------------------------------------------------------------------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 459 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ----------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 459
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was September 6, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03-9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- ----------------------------------------------------------------------------- AS OF FLEMING COMPANIES, INC. SEPTEMBER 6, 2003 - ----------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 436,579 Receivables, net 293,751 Inventories 23,141 Assets held for sale - Other current assets 13,331 - ----------------------------------------------------------------------------- TOTAL CURRENT ASSETS 766,802 - ----------------------------------------------------------------------------- Investments and notes receivable, net 1,702 Investment in direct financing leases 7,150 - ----------------------------------------------------------------------------- Net property and equipment 4,345 - ----------------------------------------------------------------------------- Other assets 95,063 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- TOTAL ASSETS $ 875,062 - ----------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 8,640 Liabilities held for sale - Other current liabilities 2,792 - ----------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 11,432 - ----------------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases 16,644 Other liabilities 1,060 Liabilities subject to compromise 2,784,586 Net intercompany due to (from) (460,799) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share 135,221 Capital in excess of par value 706,794 Reinvested earnings (deficit) (2,192,448) Accumulated other comprehensive income: Additional minimum pension liability (129,215) Cumulative foreign currency translation adjustment 1,787 - ----------------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY $ (1,477,861) - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 875,062 - ----------------------------------------------------------------------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ 1,858,050 Accounts payable 453,748 Closed store reserves 40,282 Other liabilities 189,897 Pension obligation 218,507 Taxes payable 24,102 ----------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 2,784,586
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for the continuing operations of this legal entity (four convenience divisions) was as of August 31, 2003, and for the discontinued operations as of September 6, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- ----------------------------------------------------------------------------- AS OF FLEMING FOODS OF TEXAS, L.P. SEPTEMBER 6, 2003 - ----------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 57,449 Inventories - Assets held for sale - Other current assets 802 - ----------------------------------------------------------------------------- TOTAL CURRENT ASSETS 58,251 - ----------------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - ----------------------------------------------------------------------------- Net property and equipment - - ----------------------------------------------------------------------------- Other assets 8,278 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- TOTAL ASSETS $ 66,529 - ----------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities 260 - ----------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 260 - ----------------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases 1,332 Other liabilities - Liabilities subject to compromise 43,442 Net intercompany due to (from) 21,495 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 $ 66,529 - ----------------------------------------------------------------------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 42,027 Closed store reserves - Other liabilities 805 Pension obligation - Taxes payable 610 ----------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 43,442
NOTES [1] Refer to Fleming Companies, Inc. &. Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was September 6, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- ----------------------------------------------------------------------------- AS OF FLEMING INTERNATIONAL, LTD SEPTEMBER 6, 2003 - ----------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 441 Inventories - Assets held for sale - Other current assets - - ----------------------------------------------------------------------------- TOTAL CURRENT ASSETS 441 - ----------------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - ----------------------------------------------------------------------------- Net property and equipment - - ----------------------------------------------------------------------------- Other assets 48 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- TOTAL ASSETS $ 489 - ----------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY - ----------------------------------------------------------------------------- CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities 36 - ----------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 36 - ----------------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise - Net intercompany due to (from) 453 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 $ 489 - ----------------------------------------------------------------------------- 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 $ -
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was September 6,2003; 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- ----------------------------------------------------------------------------- AS OF FLEMING TRANSPORTATION SERVICES, INC. SEPTEMBER 6, 2003 - ----------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 1,983 Inventories - Assets held for sale - Other current assets 40 - ----------------------------------------------------------------------------- TOTAL CURRENT ASSETS 2,023 - ----------------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - ----------------------------------------------------------------------------- Net property and equipment - - ----------------------------------------------------------------------------- Other assets - - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- TOTAL ASSETS $ 2,023 - ----------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 124 Liabilities held for sale - Other current liabilities 392 - ----------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 516 - ----------------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 242 Net intercompany due to (from) 1,265 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 $ 2,023 - ----------------------------------------------------------------------------- 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
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was September 6, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- --------------------------------------------------------------------------- AS OF HEAD DISTRIBUTING COMPANY AUGUST 31, 2003 - --------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 15,040 Inventories 13,294 Assets held for sale - Other current assets 609 - --------------------------------------------------------------------------- TOTAL CURRENT ASSETS 28,943 - --------------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - --------------------------------------------------------------------------- Net property and equipment 3,681 - --------------------------------------------------------------------------- Other assets 1,074 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- TOTAL ASSETS $ 33,698 - --------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities 1,148 - --------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 1,148 - --------------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 7,416 Net intercompany due to (from) 25,134 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 $ 33,698 - --------------------------------------------------------------------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 7,485 Closed store reserves - Other liabilities (95) Pension obligation - Taxes payable 26 --------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 7,416
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 9 as necessary. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- --------------------------------------------------------------------------- AS OF MINTER-WEISMAN CO. AUGUST 31, 2003 - --------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 14,459 Inventories 15,028 Assets held for sale - Other current assets 979 - --------------------------------------------------------------------------- TOTAL CURRENT ASSETS 30,466 - --------------------------------------------------------------------------- Investments and nates receivable, net - Investment in direct financing leases - - --------------------------------------------------------------------------- Net property and equipment 2,233 - --------------------------------------------------------------------------- Other assets 469 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- TOTAL ASSETS $ 33,168 - --------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 7,202 Liabilities held for sale - Other current liabilities - - --------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 7,202 - --------------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 6,017 Net intercompany due to (from) 19,949 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 $ 33,168 - --------------------------------------------------------------------------- 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
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 9 as necessary. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- ----------------------------------------------------------------------------- AS OF PIGGLY WIGGLY COMPANY SEPTEMBER 6, 2003 - ----------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 1,389 Inventories - Assets held for sale - Other current assets 114 - ----------------------------------------------------------------------------- TOTAL CURRENT ASSETS 1,503 - ----------------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - ----------------------------------------------------------------------------- Net property and equipment - - ----------------------------------------------------------------------------- Other assets - - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- TOTAL ASSETS $ 1,503 - ----------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 49 Liabilities held for sale - Other current liabilities 16 - ----------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 65 - ----------------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 597 Net intercompany due to (from) 841 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 $ 1,503 - ----------------------------------------------------------------------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 597 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ----------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 597
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was September 6, 2003; therefore all liabilities were reviewed with prepetition amounts reclassified as Liabilities Subject to Compromise. Estimates were made on certain accounts where the breakout whs not determinable. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- ----------------------------------------------------------------------------- AS OF PROGRESSIVE REALTY, INC. SEPTEMBER 6, 2003 - ----------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash end 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 $ 9 Liabilities held for sale - Other current liabilities 290 - ----------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 299 - ----------------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 1,220 Net intercompany due to (from) (1,519) 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 1,220 Pension obligation - Taxes payable - ----------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,220
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was September 6, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- ----------------------------------------------------------------------------- AS OF RAINBOW FOOD GROUP, INC. SEPTEMBER 6, 2003 - ----------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 5,619 Inventories - Assets held for sale 20,982 Other current assets 17 - ----------------------------------------------------------------------------- TOTAL CURRENT ASSETS 26,618 - ----------------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - ----------------------------------------------------------------------------- Net property and equipment - - ----------------------------------------------------------------------------- Other assets 80 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- TOTAL ASSETS $ 26,698 - ----------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 629 Liabilities held for sale - Other current liabilities 455 - ----------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 1,084 - ----------------------------------------------------------------------------- Long-term debt - Long-teim obligations under capital leases 23,511 Other liabilities - Liabilities subject to compromise 19,274 Net intercompany due to (from) (17,171) 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 $ 26,698 - ----------------------------------------------------------------------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 19,073 Closed store reserves - Other liabilities 201 Pension obligation - Taxes payable - ----------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 19,274
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was September 6, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- ----------------------------------------------------------------------------- AS OF RETAIL INVESTMENTS, INC. SEPTEMBER 6, 2003 - ----------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1 Receivables, net - Inventories - Assets held for sale - Other current assets - - ----------------------------------------------------------------------------- TOTAL CURRENT ASSETS 1 - ----------------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - ----------------------------------------------------------------------------- Net property and equipment - - ----------------------------------------------------------------------------- Other assets - - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- TOTAL ASSETS $ 1 - ----------------------------------------------------------------------------- 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) (2) 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 $ 1 - ----------------------------------------------------------------------------- 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 $ -
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was September 6, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- ---------------------------------------------------------------------------- AS OF RFS MARKETING SERVICES, INC. SEPTEMBER 6, 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
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was September 6, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
- ---------------------------------------------------------------------------- AS OF RICHMAR FOODS, INC. SEPTEMBER 6, 2003 - ---------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 4,041 Inventories - Assets held for sale 20,757 Other current assets - - ---------------------------------------------------------------------------- TOTAL CURRENT ASSETS 24,798 - ---------------------------------------------------------------------------- Investments and notes receivable, net - Investment in direct financing leases - - ---------------------------------------------------------------------------- Net property and equipment - - ---------------------------------------------------------------------------- Other assets - - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- TOTAL ASSETS $ 24,798 - ---------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 168 Liabilities held for sale - Other current liabilities 485 - ---------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 653 - ---------------------------------------------------------------------------- Long-term debt - Long-term obligations under capital leases 10,181 Other liabilities - Liabilities subject to compromise 17,778 Net intercompany due to (from) (3,814) 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 $ 24,798 - ---------------------------------------------------------------------------- LIABILITIES SUBJECT TO COMPROMISE [2] Debt and notes payable $ - Accounts payable 12,110 Closed store reserves - Other liabilities 2,178 Pension obligation 50 Taxes payable 3,440 ---------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 17,778
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] The period close for this legal entity was September 6, 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. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944-03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 (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.
- --------------------------------------------------------------------------------------- Beginning Amount Ending Tax Withheld or Amount Tax FLEMING Liability Accrued Paid [11] Liability - --------------------------------------------------------------------------------------- Federal - --------------------------------------------------------------------------------------- Payroll Taxes [1] $ (72) $ (3,882) $ 3,839 $ (115) - --------------------------------------------------------------------------------------- Income (938) (37) 0 (975) - --------------------------------------------------------------------------------------- TOTAL FEDERAL TAXES $ (1,010) $ (3,919) $ 3,839 $ (1,090) - --------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------- State and Local - --------------------------------------------------------------------------------------- Payroll Taxes [1] $ (378) $ (460) $ 525 $ (313) - --------------------------------------------------------------------------------------- Sales [2][12] (680) (1,288) 313 (1,655) - --------------------------------------------------------------------------------------- Excise [2] (45) (7) 20 (32) - --------------------------------------------------------------------------------------- Real & Personal Property [3] (11,173) (56) 761 (10,468) - --------------------------------------------------------------------------------------- Cigarette & Tobacco [4] - (260) 260 - - --------------------------------------------------------------------------------------- Franchise [2] (291) - 15 (276) - --------------------------------------------------------------------------------------- Total State and Local $(12,567) $ (2,071) $ 1,894 $(12,744) - --------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------- TOTAL TAXES $(13,577) $ (5,990) $ 5,733 $(13,834) - ---------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------- Beginning Amount Ending Tax Withheld or Amount Tax CORE-MARK [9] Liability Accrued Paid Liability - ----------------------------------------------------------------------------------------- Federal - ----------------------------------------------------------------------------------------- Payroll Taxes [1] $ (431) $ (3,616) $ 3,842 $ (205) - ----------------------------------------------------------------------------------------- Income - - - - - ----------------------------------------------------------------------------------------- TOTAL FEDERAL TAXES $ (431) $ (3,616) $ 3,842 $ (205) - ----------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------- State and Local - ----------------------------------------------------------------------------------------- Payroll Taxes [1] $ 17 $ (519) $ 502 $ 0 - ----------------------------------------------------------------------------------------- Sales (38) (36) 60 (14) - ----------------------------------------------------------------------------------------- Excise (425) (211) 144 (492) - ----------------------------------------------------------------------------------------- Real & Personal Property [3] (374) (110) 18 (466) - ----------------------------------------------------------------------------------------- Cigarette & Tobacco (48,331) (83,929) 92,889 (39,371) - ----------------------------------------------------------------------------------------- Other: GST [5] (2,085) (2,249) 2,275 (2,059) - ----------------------------------------------------------------------------------------- Other: Spokane & Portland B&O Tax [6] (177) (52) 149 (80) - ----------------------------------------------------------------------------------------- Total State and Local $(51,413) $ (87,106) $ 96,037 $(42,482) - ----------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------- TOTAL TAXES $(51,844) $ (90,722) $ 99,879 $(42,687) - -----------------------------------------------------------------------------------------
SUMMARY OF UNPAID POSTPETITION DEBTS
- ---------------------------------------------------------- FLEMING Accounts Payable Aging (in thousands) Amount - ---------------------------------------------------------- Current $ - - ---------------------------------------------------------- 0 - 30 days (7) 16,914 - ---------------------------------------------------------- 31 - 60 days - - ---------------------------------------------------------- 61 - 90 days - - ---------------------------------------------------------- 91+ days - - ---------------------------------------------------------- Total Accounts Payable [8] $ 16,914 - ----------------------------------------------------------
- ------------------------------------------------------------ CORE-MARK Accounts Payable Aging (in thousands) [9] Amount - ------------------------------------------------------------ Current $ - - ------------------------------------------------------------ 0 - 30 days [7] [10] 8,478 - ------------------------------------------------------------ 31 - 60 days - - ------------------------------------------------------------ 61 - 90 days - - ------------------------------------------------------------ 91+ days - - ------------------------------------------------------------ Total Accounts Payable [8] $ 8,478 - ------------------------------------------------------------
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 [ILLEGIBLE], 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. Further, Fleming's payroll taxes, both federal and state, include Core-Mark's seven Eastern divisions. [2] Sales, Excise and Franchise postpetition taxes are calculated by adding to the period 8 balance the net accrual increase/decrease in period 9. [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 & personal property [ILLEGIBLE] excludes [ILLEGIBLE] 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 [ILLEGIBLE] accrual basis. The period 9 expense was recorded as the accrual and the expense [ILLEGIBLE]. [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. Fleming's aging includes Head and Minter-Weisman. [8] Accounts Payable per the Balance Sheet includes trade accounts payable, retailer incentives and other accrued expenses. [9] Core-Mark's postpetition taxes and Accounts Payable data is for Core-Mark's period 9 which is August 1, 2003 through August 31, 2003. [10] Core-Mark's Accounts Payable Aging excludes the "Fleming 7" entities. [11] Amount Paid represents amounts paid, amounts received and other adjustments during the period. [12] The beginning tax liability for period 9 includes an [ILLEGIBLE] error correction from the period 8 ending balance. FORM MOR - 4 FLEMING COMPANIES, INC. AT AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 (DOLLARS IN 000'S) ACCOUNTS RECEIVABLE AGINGS
- ----------------------------------------------- --------- FLEMING Accounts Receivable Aging [1] [2] [7] Amount - ----------------------------------------------- --------- Not Due $ 3,798 - ----------------------------------------------- --------- Current 33,689 - ----------------------------------------------- --------- 1 - 7 days old 21,668 - ----------------------------------------------- --------- 8 - 14 days old 62,589 - ----------------------------------------------- --------- 15 - 21 days old 34,752 - ----------------------------------------------- --------- + Over 21 days 336,574 - ----------------------------------------------- --------- Credits Over 21 days [1] (41,092) - ----------------------------------------------- --------- Total Accounts Receivable $ 451,978 - ----------------------------------------------- --------- Amount considered uncollectible (Bad Debt) [3] (54,716) - ----------------------------------------------- --------- Accounts Receivable (Net) $ 397,263 - ----------------------------------------------- ---------
- ----------------------------------------------- ---------- CORE-MARK Accounts Receivable Aging [1] [4] [7] Amount - ----------------------------------------------- ---------- Current $ 186,774 - ----------------------------------------------- ---------- 1 - 30 days old 25,049 - ----------------------------------------------- ---------- 31 - 45 days old 785 - ----------------------------------------------- ---------- 40 - 60 days old 386 - ----------------------------------------------- ---------- 61 - 90 days old 676 - ----------------------------------------------- ---------- 91 - 120 days old 301 - ----------------------------------------------- ---------- + Over 120 days 3,450 - ----------------------------------------------- ---------- Total Accounts Receivable $ 217,421 - ----------------------------------------------- ---------- Amount considered uncollectible (Bad Debt) [3] (3,573) - ----------------------------------------------- ---------- Accounts Receivable (Net) $ 213,848 - ----------------------------------------------- ----------
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. [5] 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. [6] X - ---------------------------------------------------------------- ---------- 4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. X - ---------------------------------------------------------------- ----------
NOTES [1] Fleming's 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 Fleming's entities, excluding Wholesale. The Wholesale Accounts Receivable was aged above as it accounts for approximately 29.31% of the 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 September 6, 2003. As a result of the sale of the Company's wholesale distribution business, the Company will review its allowance for doubtful accounts. [4] Core-Mark's Accounts Receivable data is for Core-Mark's period 9 ended August 31, 2003. Further, Core-Mark's Accounts Receivable Aging total differed from the general ledger total due to timing differences and adjustments. As a result, the remaining receivable balance was allocated to each aging category based on the percentage of each aging category to total accounts receivable. [5] On August 15, 2003 the Company liquidated inventory of approximately $3.9 million. On August 23, 2003 the Company sold substantially all grocery wholesale assets for approximately $237.8 million. On September 3, 2003 the Company sold land located in Kansas and Michigan totaling approximately $1.9 million. Also on September 3, 2003 the Company sold liquor licenses, miscellaneous assets and assumed leases for approximately $0.6 million. [6] Four tax returns were not filed timely due to incomplete information. The four returns were August 2003 Nebraska Cigarette Return - Lincoln Division; August 2003 Arkansas Egg Return - Garland Division; August 2003 Alabama Cigarette Return - Geneva Division; August 2003 Louisiana Tobacco Tax Return-Lafayette Division. [7] Any net debit balance resulting from vendor deductions in accounts payable has been classified to accounts receivable. No amount has currently been reserved for receivables from vendors. FORM MOR - 5 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/03 - 9/6/03 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). April 8, 2003 Mr. Mark Shapiro Chief Financial Officer Fleming Companies, Inc. l945 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 this 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 out 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 Joyee 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 telecommunication), 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 arrangement by signing and retaining the enclosed copy of this letter. Very truly yours, Ernst & Young LLP FLEMING COMPANIES, INC. By: /s/ Mark Shapiro 4/11/03 ------------------------------------------- Mark Shapiro, Date Chief Financial Officer 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 B&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 far 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, tins 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 I 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 end 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 E&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 me 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 reconcilations 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. [ERNST & YOUNG LLP LETTERHEAD] FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 8/10/2003 TO 9/06/2003 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. August 2003 Nebraska Cigarette Return--Lincoln Division; August 2003 Arkansas Egg Return--Garland Division; August 2003 Alabama Cigarette Return--Geneva Division; August 2003 Louisiana Tobacco Tax Return--Lafayette Division; 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. October 17,2003 -s- Lisa P. Shield ------------------------- -------------------------- Date Lisa P. Shield, Partner -----END PRIVACY-ENHANCED MESSAGE-----