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-----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, R9CKSTHbuJIemfU9ZeSWBkSIAJSQcQ/jWe9YakcmiMpzmLTYW7AOm2qmmkvQ1q68 EbkOeJN1ijdKggGHIdG02w== 0000950134-04-003858.txt : 20040322 0000950134-04-003858.hdr.sgml : 20040322 20040322152429 ACCESSION NUMBER: 0000950134-04-003858 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040301 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040322 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: 04682309 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 d13811e8vk.htm FORM 8-K e8vk

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): March 1, 2004

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

TABLE OF CONTENTS


	Item 5. Other Events and Regulation FD Disclosure
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURES
EXHIBIT INDEX
Amended Monthly Operating Report for 12/31/2003
Monthly Operating Report for 1/31/2004

Item 5. Other Events and Regulation FD Disclosure.

On March 1, 2004, Fleming Companies, Inc. (the “Company”) filed an amended unaudited monthly operating report for the period December 1, 2003 through December 31, 2003 with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), a copy of which is attached hereto as Exhibit 99.1, in connection with its voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Code (Case No. 03-10945) (Jointly Administered) (the “Chapter 11 Cases”).

On March 17, 2004, the Company filed its unaudited monthly operating report for the period January 1, 2004 through January 31, 2004 with the Bankruptcy Court, a copy of which is attached hereto as Exhibit 99.2, in connection with the Chapter 11 Cases.

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		Amended Monthly Operating Report of Fleming Companies, Inc. for the period December 1, 2003 through December 31, 2003.

99.2		Monthly Operating Report of Fleming Companies, Inc. for the period January 1, 2004 through January 31, 2004.

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: March 22, 2004	By:	/s/ Rebecca A. Roof

		Rebecca A. Roof
		Interim Chief Financial Officer

EXHIBIT INDEX


Exhibit Number		Description
99.1		Amended Monthly Operating Report of Fleming Companies, Inc. for the period December 1, 2003 through December 31, 2003.

99.2		Monthly Operating Report of Fleming Companies, Inc. for the period January 1, 2004 through January 31, 2004.

EX-99.1 3 d13811exv99w1.txt AMENDED MONTHLY OPERATING REPORT FOR 12/31/2003 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: 12/01/03 - 12/31/03 AMENDED 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.

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 February 27, 2004 - ------------------------------------- ---------------------------------- Printed Name of Responsible Party Date: February 27, 2004 SPECIAL NOTE: At the time of filing the December Monthly Operating Report (MOR), the Company disclosed that year-end adjustments for LIFO, income taxes and minimum pension liability were not final, but such final adjustments would be reflected in an amended MOR. This amended MOR reflects those final adjustments in the financial statements of Convenience entities, Fleming Companies, Inc., and Fleming Companies, Inc. and Subsidiaries. In addition, the Status of Postpetition Taxes section on Form MOR-4 reflects changes primarily clarifying the presentation of balances and Form's MOR-1A and MOR-1B now reflect debt retirement of $325 million previously not reported. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 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] [12] [13] [14]:

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] Period 10 refers to September 7, 2003 through October 4, 2003. [12] Period 11 refers to October 5, 2003 through November 1, 2003. [13] At the close of the 11th period, Fleming Companies, Inc. changed its' reporting period from a 13 period reporting basis to a month-end basis. All Core-Mark and Fleming entities are now on the same reporting basis. [14] The Monthly Operating Report excludes financial activity related to non-Debtor entities (i.e., Cerespan.com and Choteau Development Company, LLC, etc.). FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 WEEKLY RECEIPTS AND DISBURSEMENTS [1] (DOLLARS IN 000'S)

DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT PERIOD COLUMN) TOTAL DISBURSEMENTS $(651,206) 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 $(651,206)

NOTES [1] Weekly Receipts and Disbursements include Core-Mark's and Fleming's December 1 through December 31 receipts and disbursements. Week 5 contains only 3 business days. [2] The December Monthly Operating report (including the period 4 through period 11 plus November Monthly Operating Reports previously filed) includes within the DSD/Critical Vendor/PACA Payments among others, DSD and PACA disbursements made to segregated escrow accounts for future disbursement. The DSD and PACA escrow disbursements do not represent actual DSD and PACA settlement disbursements made during the period, only those funds set aside in escrow. [3] All seven of the Core-Mark eastern divisions are included in the Core-Mark amounts. [4] A $3.5 million DSD escrow disbursement made on November 26, 2003 was inadvertently excluded from the November MOR, but is reported above as week 1 activity in December. [5] Senior Secured Bank Debt was paid down by $325 million as follows: $130 million reduction in revolver loans, $128 million reduction in term loans, and $67 million set aside in restricted cash related to the collateralization of prepetition letters of credit. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 CASH DISBURSEMENTS BY PETITIONING ENTITY [1] (DOLLARS IN 000'S)
PETITIONING ENTITIES CASE NUMBER CURRENT PERIOD TOTAL CUMULATIVE FILING TO DATE - --------------------------------------------------------------------------------------------------------------------------- Core-Mark International, Inc. 03-10944 $ (197,602) $ (1,974,288) Fleming Companies, Inc. [4] [5] 03-10945 (359,115) (2,441,722) 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 (47,580) (432,893) Core-Mark Interrelated Companies, Inc. 03-10951 (9,161) (70,473) C/M Products, Inc. 03-10952 - Favar Concepts, Ltd. 03-10953 (667) Fleming Foods Management Co., L.L.C. 03-10954 - Fleming Foods of Texas, L.P. 03-10955 (113,199) Fleming International, Ltd. 03-10956 (1,399) Fleming Transportation Service, Inc. 03-10957 124 Fleming Supermarkets of Florida, Inc. 03-10958 - Food 4 Less Beverage Company, Inc. 03-10959 - Fuelserv, Inc. 03-10960 - General Acceptance Corporation 03-10961 - Marquise Ventures Company, Inc. 03-10962 - Head Distributing Company 03-10963 (9,078) (66,724) Minter Weisman Co. 03-10964 (28,670) (205,514) Piggly Wiggly Company 03-10965 (891) Progressive Realty, Inc. 03-10966 (4) Rainbow Food Group, Inc. 03-10967 (31,595) Retail Investments, Inc. 03-10968 (165,252) Retail Supermarkets, Inc. 03-10970 - RFS Marketing Services, Inc. 03-10971 - Richmar Foods, Inc. 03-10972 (71,566) Dunigan Fuels, Inc. 03-10973 (67) ------------------------------------------------------------- TOTAL ACTUAL DISBURSEMENTS [2] [3] $ (651,206) $ (5,576,131) -------------------------------------------------------------
NOTES [1] Employee and Payroll disbursements, per the Weekly Receipts and Disbursements schedule, were paid $2.8 million for Fleming Companies, Inc. and $13.2 million to Core-Mark International, Inc. Benefits paid of $.8 million were allocated between Fleming and Core-Mark based on each entities payroll for the month. [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 12/01/03 - 12/31/03 for the Current Period and for 4/1/03 - 12/31/03 for the Cumulative Filing to Date. [4] A $3.5 million DSD escrow disbursement made on November 26, 2003 was inadvertently excluded from the November MOR, but is reported in the current period and cumulative filing to date numbers above. [5] Senior Secured Bank Debt was paid down in December by $325 million as follows: $130 million reduction in revolver loans, $128 million reduction in term loans, and $67 million set aside in resticted cash related to the collateralization of prepetition letters of credit. FORM MOR - 1B FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/31/03 BANK ACCOUNT INFORMATION
PETITIONING ENTITIES BANK ACCOUNT NUMBER TYPE - ------------------------------------------------------------------------------------------------------------ Core-Mark International, Inc Bank Of Montreal 5691032070 Disbursement Core-Mark International, Inc Bank Of Montreal 127881013601 Disbursement Core-Mark International, Inc Bank Of Montreal 07600000313 Depository/Disbursement Core-Mark International, Inc Bank Of Montreal 07601154963 Disbursement Core-Mark International, Inc Bank Of Montreal 07601102397 Disbursement Core-Mark International, Inc Bank Of Montreal 0004-1664-436 Disbursement Core-Mark International, Inc Bank Of Montreal 07604601086 FX Swap Funding Acct Core-Mark International, Inc JP Morgan 323252028 Depository Core-Mark International, Inc JP Morgan Chase 9102775419 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775435 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775443 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775427 Disbursement Core-Mark International, Inc JP Morgan Chase 601809668 Disbursement Core-Mark International, Inc Scotia Bank 112390010715 Depository Core-Mark International, Inc Scotia Bank 71480000914 Depository Core-Mark International, Inc Scotia Bank 4052700104313 Depository Core-Mark International, Inc Scotia Bank 714800001414 Depository Core-Mark International, Inc Scotia Bank 714800011312 Depository Core-Mark International, Inc Washington Trust Bank 1001823194 Depository Core-Mark International, Inc Wells Fargo 4159287788 Depository Core-Mark International, Inc Wells Fargo 4518099999 Depository Core-Mark International, Inc Wells Fargo 4311848436 Depository Core-Mark International, Inc Wells Fargo 4159555366 Depository Core-Mark International, Inc Wells Fargo 4518100110 Depository Core-Mark International, Inc Wells Fargo 4128523081 Depository Core-Mark International, Inc Wells Fargo 4518100235 Depository Core-Mark International, Inc Wells Fargo 4518100177 Depository Core-Mark International, Inc Wells Fargo 4758355309 Depository Core-Mark International, Inc Wells Fargo 4159688902 Depository Core-Mark International, Inc Wells Fargo 4091220731 Depository Core-Mark International, Inc Wells Fargo 4801900069 Depository Core-Mark International, Inc Wells Fargo 4801908815 Depository Core-Mark International, Inc Wells Fargo 4496851460 Depository Core-Mark International, Inc Wells Fargo 4311848584 Disbursement Core-Mark International, Inc Wells Fargo 4759613938 Disbursement Core-Mark International, Inc Wells Fargo 4518110564 Disbursement Core-Mark International, Inc Wells Fargo / Wachovia 540459849 Disbursement Core-Mark International, Inc Wilson & Muir 7516436 Depository Fleming Companies, Inc. Bank of America 8,188,812,687 Depository Fleming Companies, Inc. Bank of America 3751525666 Depository Fleming Companies, Inc. Bank of America 3751508777 Depository Fleming Companies, Inc. Bank of America 3751022745 Depository Fleming Companies, Inc. Bank One 10148350 Disbursement Fleming Companies, Inc. Fleet Non Union Health 1713312 Disbursement Fleming Companies, Inc. JP Morgan 22426761 Disbursement Fleming Companies, Inc. JP Morgan 88063623919 Depository Fleming Companies, Inc. JP Morgan 8806363428 Depository Fleming Companies, Inc. JP Morgan 323252842 Depository Fleming Companies, Inc. JP Morgan 8806258339 Depository Fleming Companies, Inc. JP Morgan 8806247712 Depository Fleming Companies, Inc. JP Morgan 8806232185 Depository Fleming Companies, Inc. JP Morgan 8806232227 Depository Fleming Companies, Inc. JP Morgan 8806258271 Depository/Disbursement Fleming Companies, Inc. JP Morgan 8806362958 Depository/Disbursement Fleming Companies, Inc. JP Morgan 8806170047 Disbursement Fleming Companies, Inc. JP Morgan 8805174594 Disbursement Fleming Companies, Inc. JP Morgan 6300030353 Disbursement Fleming Companies, Inc. JP Morgan 8805223029 Disbursement Fleming Companies, Inc. JP Morgan 6300065052 Disbursement Fleming Companies, Inc. JP Morgan 6300062117 Disbursement Fleming Companies, Inc. JP Morgan 6300036160 Disbursement Fleming Companies, Inc. JP Morgan 6300064998 Disbursement Fleming Companies, Inc. Washington Mutual Bank 0673106722 Escrow Fleming Companies, Inc. Washington Mutual Bank 374854494 Escrow Head Distributing Co. Bank Of America 3752010688 Depository Head Distributing Co. Suntrust 8801337430 Depository
FORM MOR- 1C FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/31/03 BANK ACCOUNT INFORMATION
PETITIONING ENTITIES BANK ACCOUNT NUMBER TYPE - ------------------------------------------------------------------------------------------------------------ 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- 1C FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - FLEMING COMPANIES, INC. & SUBSIDIARIES [2] DECEMBER 31, 2003 - ----------------------------------------------------------------------- NET SALES $ 344,412 COSTS AND EXPENSES: [3] Cost of sales (331,392) Selling and administrative (11,727) Reorganization items, net (4,773) Interest expense (2,435) Interest income and other 882 Impairment/restructuring charges (4,424) Litigation charges ------------- TOTAL COSTS AND EXPENSES (353,870) ------------- Income/(Loss) before income taxes (9,458) Taxes on income/(loss) [3] 1,048 ------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS [4] (8,410) ------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes (16,469) Taxes on income/(loss) [3] (658) ------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS [4] (17,127) ------------- NET INCOME/(LOSS) $ (25,536) -------------
NOTES [1] At the close of the 11th period, Fleming Companies, Inc. changed its' reporting period from a 13 period reporting basis to a month-end basis. All Core-Mark and Fleming entities are now on the same reporting basis. [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. In addition, no individual Statement of Operations have been provided for these legal entities 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.). The Statements of Operations for Convenience entities, Fleming Companies, Inc., and Fleming Companies, Inc. & Subsidiaries have been revised in this amended MOR to reflect the final year-end entries for LIFO and income taxes. [4] Continuing Operations as of December 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. Four convenience locations were closed during 2003 (Marshfield in June and Adel (part of Head Distributing), Chicago, and Altoona at the end of 2003) with a portion of their business relocating to other convenience locations. None of this convenience business has been reclassified as Discontinued Operations. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - ABCO FOOD GROUP, INC. DECEMBER 31, 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) Taxes on income/(loss) - ---------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (2) ---------- NET INCOME/(LOSS) $ (2) ----------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 -12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - CORE-MARK INTERNATIONAL, INC. DECEMBER 31, 2003 - --------------------------------------------------------------------------------- NET SALES $ 245,065 COSTS AND EXPENSES: Cost of sales (233,765) Selling and administrative (5,733) Reorganization items, net (4,771) Interest expense (2,435) Interest income and other 843 Impairment/restructuring charges - Litigation charges - --------- TOTAL COSTS AND EXPENSES (245,860) --------- Income/(Loss) before income taxes (795) Taxes on income/(loss) 1,270 --------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 475 --------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - --------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - --------- NET INCOME/(LOSS) $ 475 ---------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - CORE-MARK INTERRELATED COMPANIES, INC. DECEMBER 31, 2003 - -------------------------------------------------------------------------------- NET SALES $ 8,345 COSTS AND EXPENSES: Cost of sales (10,467) Selling and administrative (91) Reorganization items, net - Interest expense - Interest income and other (0) Impairment/restructuring charges - Litigation charges - -------- TOTAL COSTS AND EXPENSES (10,558) -------- Income/(Loss) before income taxes (2,212) Taxes on income/(loss) - -------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (2,212) -------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes Taxes on income/(loss) - -------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - -------- NET INCOME/(LOSS) $ (2,212) --------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - CORE-MARK MID-CONTINENT, INC. DECEMBER 31, 2003 - -------------------------------------------------------------------------------- NET SALES $ 43,182 COSTS AND EXPENSES: Cost of sales (41,011) Selling and administrative (869) Reorganization items, net - Interest expense - Interest income and other 52 Impairment/restructuring charges - Litigation charges - -------- TOTAL COSTS AND EXPENSES (41,828) -------- Income/(Loss) before income taxes 1,354 Taxes on income/(loss) (15) -------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 1,339 -------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - -------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - -------- NET INCOME/(LOSS) $ 1,339 --------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 01, 2003 - DUNIGAN FUELS, INC. DECEMBER 31, 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 (1,240) Taxes on income/(loss) (1) -------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (1,241) -------- NET INCOME/(LOSS) $ (1,241) --------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - FAVAR CONCEPTS, LTD DECEMBER 31, 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 0 Taxes on income/(loss) (0) -------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (0) -------- NET INCOME/(LOSS) $ (0) --------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - FLEMING COMPANIES, INC. DECEMBER 31, 2003 - ------------------------------------------------------------------------------------ NET SALES $ 16,371 COSTS AND EXPENSES: Cost of sales (14,317) Selling and administrative (3,369) Reorganization items, net (2) Interest expense - Interest income and other 1 Impairment/restructuring charges (3,516) Litigation charges - -------- TOTAL COSTS AND EXPENSES (21,203) -------- Income/(Loss) before income taxes (4,832) Taxes on income/(loss) - -------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (4,832) -------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes (16,610) Taxes on income/(loss) (550) -------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (11,592) -------- NET INCOME/(LOSS) $(21,993) --------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - FLEMING FOODS OF TEXAS, L.P. DECEMBER 31, 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 316 Taxes on income/(loss) - -------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 316 -------- NET INCOME/(LOSS) $ 316 --------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - FLEMING INTERNATIONAL, LTD DECEMBER 31, 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) (20) -------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (20) -------- NET INCOME/(LOSS) $ (20) --------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - FLEMING TRANSPORTATION SERVICES, INC. DECEMBER 31, 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 Taxes on income/(loss) (0) -------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 10 -------- NET INCOME/(LOSS) $ 10 --------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - HEAD DISTRIBUTING COMPANY DECEMBER 31, 2003 - -------------------------------------------------------------------------------- NET SALES $ 7,874 COSTS AND EXPENSES: Cost of sales (8,473) Selling and administrative (630) Reorganization items, net - Interest expense - Interest income and other (16) Impairment/restructuring charges (909) Litigation charges - -------- TOTAL COSTS AND EXPENSES (10,028) -------- Income/(Loss) before income taxes (2,154) Taxes on income/(loss) (140) -------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (2,294) -------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - -------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - -------- NET INCOME/(LOSS) $ (2,294) --------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - MINTER-WEISMAN CO. DECEMBER 31, 2003 - --------------------------------------------------------------------------------- NET SALES $ 23,574 COSTS AND EXPENSES: Cost of sales (23,359) Selling and administrative (1,035) Reorganization items, net - Interest expense - Interest income and other 2 Impairment/restructuring charges - Litigation charges - -------- TOTAL COSTS AND EXPENSES (24,392) -------- Income/(Loss) before income taxes (817) Taxes on income/(loss) (67) -------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (884) -------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - -------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - -------- NET INCOME/(LOSS) $ (884) --------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - PIGGLY WIGGLY COMPANY DECEMBER 31, 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 (12) Taxes on income/(loss) (85) -------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (97) -------- NET INCOME/(LOSS) $ (97) --------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - PROGRESSIVE REALTY, INC. DECEMBER 31, 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 1,209 Taxes on income/(loss) - ------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 1,209 ------- NET INCOME/(LOSS) $ 1,209 -------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - RAINBOW FOOD GROUP, INC. DECEMBER 31, 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 (215) Taxes on income/(loss) - ------ INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (215) ------ NET INCOME/(LOSS) $ (215) ------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - RETAIL INVESTMENTS, INC. DECEMBER 31, 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] 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: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - RFS MARKETING SERVICES, INC. DECEMBER 31, 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) (2) ----- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (27) ----- NET INCOME/(LOSS) $ (27) -----
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
DECEMBER 1, 2003 - RICHMAR FOODS, INC DECEMBER 31, 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 102 Taxes on income/(loss) - ----- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 102 ----- NET INCOME/(LOSS) $ 102 -----
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING COMPANIES, INC. & SUBSIDIARIES [2] [9] DECEMBER 31, 2003 ---------------------------------------------- ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents [15] $ 389,888 Receivables, net [3] 501,392 Inventories 191,490 Assets held for sale [4] 3,151 Other current assets 39,200 ----------- TOTAL CURRENT ASSETS 1,125,123 ----------- Investments and notes receivable, net 889 Investment in direct financing leases 1,606 Net property and equipment 40,227 Other assets 49,464 ----------- TOTAL ASSETS $ 1,217,308 ----------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable [3] $ 239,826 Liabilities held for sale - Other current liabilities [14] 48,868 ----------- TOTAL CURRENT LIABILITIES 288,694 ----------- Long-term debt - Long-term obligations under capital leases [14] 1,593 Other liabilities 9,911 Liabilities subject to compromise [5] [6] 2,542,698 Net intercompany due to (from) [7] (10,376) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share 136,221 Capital in excess of par value 710,623 Reinvested earnings (deficit) (2,335,298) Accumulated other comprehensive income: Additional minimum pension liability (129,357) Cumulative foreign currency translation adjustment 2,600 ----------- TOTAL SHAREHOLDERS' EQUITY $(1,615,211) ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,217,308 -----------
FORM MOR - 3
LIABILITIES SUBJECT TO COMPROMISE [5] [6] Debt and notes payable [8] [10] $ 1,621,714 Accounts payable [11] [16] 501,772 Closed store reserves [12] 48,719 Other liabilities [11] [17] 126,014 Pension obligation [13] [18]] 228,355 Taxes payable [11] [19] 16,124 ----------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 2,542,698
GENERAL [1] At the close of the 11th period, Fleming Companies, Inc. changed its' reporting period from a 13 period reporting basis to a month-end basis. All Core-Mark and Fleming entities are now on the same reporting basis. [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. In addition, no individual Balance Sheets have been provided for these entities in the Monthly Operating Report. [3] The accounts receivable balance as of December 31, 2003 includes accounts due from customers as well as vendor deductions for PRADS, military, advertising and other vendor related deductions. The Company continues to reconcile such information and additional adjustments are expected in future periods. No amount has currently been reserved for receivables from vendors. Fleming continues to evaluate the recoverability of its customer accounts receivable. [4] Continuing Operations as of December 31, 2003 includes only the convenience business (Core-Mark, including the Fleming 7). Assets of all 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. The Company continues to reconcile its liabilities subject to compromise and anticipates additional adjustments will be made in future periods.. [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 overstated. [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 notes, and senior subordinated notes are guaranteed by substantially all of Fleming's wholly-owned direct and indirect subsidiaries. The guarantees are joint and several, full, complete and unconditional. Within the Monthly Operating Report all related amounts are reflected on the Fleming Companies, Inc. balance sheet. [9] The Balance Sheets for Convenience, Fleming Companies, Inc., and Fleming Companies, Inc. & Subsidiaries have been revised in this amended MOR to reflect the final year-end adjustments for LIFO, income taxes, and additional minimum pension liability adjustment. FLEMING ENTITIES [10] Debt and notes payable includes bonds, revolver and term Loan and related accrued interest. The debt and notes payable (excluding accrued interest) are December balances. [11] Accounts payable includes trade payables and accrued expenses. Retailer incentives (previously in accounts payable) have been reclassified to accounts receivable. Other liabilities includes accrued compensation, accrued severance, union pension withdrawal liabilities, other current liabilities, deferred income, and other long-term liabilities. Taxes payable includes income taxes and taxes other than income. Cigarette taxes payable is included in accounts payable. The balances for these accounts resulted from an ongoing review of these accounts. The Company continues to reconcile these accounts and additional adjustments are expected in future periods. See also footnote 3 above. [12] Closed store reserves are December balances. [13] Pension obligation is a December balance. [14] Net balances for capital leases do not include an amount for estimated damages related to the Debtors' bankruptcy filing. [15] Cash and cash quivalents includes restricted cash related to the collateralization of prepetition letters of credit totaling approximately $67 million. CORE-MARK ENTITIES [16] Accounts payable includes trade payables and accrued expenses. Accounts payable represents a review of the accounts payable trial balance. See also footnote 3 above. [17] Other liabilities, which include accrued compensation, other current liabilities and other long-term liabilities, represent a review of the applicable balance sheet account. [18] Pension obligation is a December balance. [19] Taxes payable includes income taxes and taxes other than income. Income tax liability and taxes other than income represent a review of the applicable balance sheet accounts. Cigarette taxes payable is included in accounts payable. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF ABCO FOOD GROUP, INC. DECEMBER 31, 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 - ------- TOTAL ASSETS $ 3 ------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities - ------- TOTAL CURRENT LIABILITIES - ------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 1,300 Net intercompany due to (from) (1,297) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - ------- TOTAL SHAREHOLDERS' EQUITY $ - ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3 -------
LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 1,300 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,300

NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK INTERNATIONAL, INC. DECEMBER 31, 2003 ---------------------------- ------------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 50,518 Receivables, net 141,364 Inventories 123,120 Assets held for sale - Other current assets 28,289 --------- TOTAL CURRENT ASSETS 343,291 --------- Investments and notes receivable, net - Investment in direct financing leases - --------- Net property and equipment 19,783 --------- Other assets 36,508 --------- TOTAL ASSETS $ 399,581 --------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 108,102 Liabilities held for sale - Other current liabilities 10,633 --------- TOTAL CURRENT LIABILITIES 118,735 --------- Long-term debt - Long-term obligations under capital leases - Other liabilities 4,718 Liabilities subject to compromise 104,508 Net intercompany due to (from) 171,621 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 $ 399,581 ---------
LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 96,746 Closed store reserves - Other liabilities - Pension obligation 5,578 Taxes payable 2,184 --------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 104,508

NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS CORE-MARK INTERRELATED COMPANIES, INC. OF DECEMBER 31, 2003 -------------------------------------- -------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 2,474 Inventories 7,379 Assets held for sale - Other current assets 49 -------- TOTAL CURRENT ASSETS 9,901 -------- Investments and notes receivable, net - Investment in direct financing leases - -------- Net property and equipment 321 -------- Other assets - -------- TOTAL ASSETS $ 10,222 -------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,854 Liabilities held for sale - Other current liabilities - -------- Total current liabilities 1,854 -------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 5,242 Net intercompany due to (from) 3,126 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 $ 10,222 --------
LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 5,242 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - -------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 5,242

NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK MID-CONTINENT, INC. DECEMBER 31, 2003 ---------------------------- ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 25,309 Inventories 27,330 Assets held for sale - Other current assets 2,869 -------- TOTAL CURRENT ASSETS 55,508 -------- Investments and notes receivable, net - Investment in direct financing leases - -------- Net property and equipment 11,534 -------- Other assets 1,564 -------- TOTAL ASSETS $ 68,606 -------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 14,597 Liabilities held for sale - Other current liabilities 15 -------- TOTAL CURRENT LIABILITIES 14,612 -------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 5,800 Net intercompany due to (from) 48,194 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 $ 68,606 --------
LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 5,800 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - -------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 5,800

NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF DUNIGAN FUELS, INC. DECEMBER 31, 2003 ------------------- ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 2,720 Inventories - Assets held for sale - Other current assets - -------- TOTAL CURRENT ASSETS 2,720 -------- Investments and notes receivable, net - Investment in direct financing leases - -------- Net property and equipment - -------- Other assets - -------- TOTAL ASSETS $ 2,720 -------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities - -------- TOTAL CURRENT LIABILITIES - -------- Long-term debt - Long-term obligations under capital leases - Other liabilities 172 Liabilities subject to compromise 8,569 Net intercompany due to (from) (6,021) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - -------- TOTAL SHAREHOLDERS' EQUITY $ - -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,720 -------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 8,569 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - -------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 8,569
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FAVAR CONCEPTS, LTD DECEMBER 31, 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 $ 0 Liabilities held for sale - Other current liabilities (3) -------- TOTAL CURRENT LIABILITIES (3) -------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 555 Net intercompany due to (from) (552) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - -------- TOTAL SHAREHOLDERS' EQUITY $ - -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 0 -------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 555 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - -------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 555
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING COMPANIES, INC. DECEMBER 31, 2003 ----------------------- ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents [2] $ 338,584 Receivables, net 265,035 Inventories 11,066 Assets held for sale 3,151 Other current assets 5,782 ----------- TOTAL CURRENT ASSETS 623,619 ----------- Investments and notes receivable, net 889 Investment in direct financing leases 1,606 ----------- Net property and equipment 4,537 ----------- Other assets 10,791 ----------- TOTAL ASSETS $ 641,442 ----------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 107,545 Liabilities held for sale - Other current liabilities 35,988 ----------- TOTAL CURRENT LIABILITIES 143,533 ----------- Long-term debt - Long-term obligations under capital leases 1,593 Other liabilities 5,020 Liabilities subject to compromise 2,360,508 Net intercompany due to (from) (254,002) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share 136,221 Capital in excess of par value 710,623 Reinvested earnings (deficit) (2,335,298) Accumulated other comprehensive income: Additional minimum pension liability (129,357) Cumulative foreign currency translation adjustment 2,600 ----------- TOTAL SHAREHOLDERS' EQUITY $(1,615,211) ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 641,442 ----------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ 1,621,714 Accounts payable 331,114 Closed store reserves 48,719 Other liabilities 123,493 Pension obligation 222,777 Taxes payable 12,691 ----------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 2,360,508
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] Cash and cash equivalents includes restricted cash related to the collateralization of prepetition letters of credit totaling approximately $67 million. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING FOODS OF TEXAS, L.P. DECEMBER 31, 2003 ---------------------------- ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 27,483 Inventories - Assets held for sale - Other current assets 425 ----------- TOTAL CURRENT ASSETS 27,907 ----------- Investments and notes receivable, net - Investment in direct financing leases - ----------- Net property and equipment - ----------- Other assets 4 ----------- TOTAL ASSETS $ 27,911 ----------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 300 Liabilities held for sale - Other current liabilities (2) ----------- TOTAL CURRENT LIABILITIES 297 ----------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 13,865 Net intercompany due to (from) 13,749 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - ----------- TOTAL SHAREHOLDERS' EQUITY $ - ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 27,911 ----------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 12,209 Closed store reserves - Other liabilities 405 Pension obligation - Taxes payable 1,250 ----------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 13,865
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03 - 10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING INTERNATIONAL, LTD DECEMBER 31, 2003 -------------------------- ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 190 Inventories - Assets held for sale - Other current assets - --------- TOTAL CURRENT ASSETS 190 --------- Investments and notes receivable, net - Investment in direct financing leases - --------- Net property and equipment - --------- Other assets - --------- TOTAL ASSETS $ 190 --------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities - --------- TOTAL CURRENT LIABILITIES - --------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise - Net intercompany due to (from) 190 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - --------- TOTAL SHAREHOLDERS' EQUITY $ - --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 190 --------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable - Closed store reserves - Other liabilities - Pension obligation - Taxes payable - --------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ -
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING TRANSPORTATION SERVICES, INC. DECEMBER 31, 2003 ------------------------------------- ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net (2) 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 $ (50) Liabilities held for sale - Other current liabilities 69 --------- TOTAL CURRENT LIABILITIES 19 --------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 252 Net intercompany due to (from) (273) 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 Debt and notes payable $ - Accounts payable 252 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - --------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 252
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF HEAD DISTRIBUTING COMPANY DECEMBER 31, 2003 ------------------------- ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 333 Receivables, net 10,533 Inventories 7,932 Assets held for sale - Other current assets (112) --------- TOTAL CURRENT ASSETS 18,686 --------- Investments and notes receivable, net - Investment in direct financing leases - --------- Net property and equipment 1,806 --------- Other assets 455 --------- TOTAL ASSETS $ 20,948 --------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ (310) Liabilities held for sale - Other current liabilities 140 --------- TOTAL CURRENT LIABILITIES (170) --------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 6,835 Net intercompany due to (from) 14,283 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 $ 20,948 --------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 6,835 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - --------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 6,835
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF MINTER-WEISMAN CO. DECEMBER 31, 2003 ------------------ ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 453 Receivables, net 11,736 Inventories 14,663 Assets held for sale - Other current assets 825 --------- TOTAL CURRENT ASSETS 27,677 --------- Investments and notes receivable, net - Investment in direct financing leases - --------- Net property and equipment 2,246 --------- Other assets 32 --------- TOTAL ASSETS $ 29,954 --------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 5,007 Liabilities held for sale - Other current liabilities 67 --------- TOTAL CURRENT LIABILITIES 5,074 --------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 5,814 Net intercompany due to (from) 19,067 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 $ 29,954 --------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 5,814 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - --------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 5,814
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF PIGGLY WIGGLY COMPANY DECEMBER 31, 2003 --------------------- ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 487 Inventories - Assets held for sale - Other current assets - --------- TOTAL CURRENT ASSETS 487 --------- Investments and notes receivable, net - Investment in direct financing leases - --------- Net property and equipment - --------- Other assets - --------- TOTAL ASSETS $ 487 --------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 161 Liabilities held for sale - Other current liabilities - --------- TOTAL CURRENT LIABILITIES 161 --------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 319 Net intercompany due to (from) 7 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 $ 487 --------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 319 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - --------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 319
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF PROGRESSIVE REALTY, INC. DECEMBER 31, 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 $ - Liabilities held for sale - Other current liabilities 301 --------- TOTAL CURRENT LIABILITIES 301 --------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 9 Net intercompany due to (from) (311) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - --------- TOTAL SHAREHOLDERS' EQUITY $ - --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ - --------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 9 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - --------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 9
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RAINBOW FOOD GROUP, INC. DECEMBER 31, 2003 ------------------------ ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 5,194 Inventories - Assets held for sale - Other current assets 23 --------- TOTAL CURRENT ASSETS 5,217 --------- Investments and notes receivable, net - Investment in direct financing leases - --------- Net property and equipment - --------- Other assets 79 --------- TOTAL ASSETS $ 5,296 --------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 896 Liabilities held for sale - Other current liabilities 43 --------- TOTAL CURRENT LIABILITIES 939 --------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 19,842 Net intercompany due to (from) (15,484) 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 $ 5,296 --------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 19,842 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - --------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 19,842
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RETAIL INVESTMENTS, INC. DECEMBER 31, 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 - --------- TOTAL ASSETS $ (3) --------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ (0) Liabilities held for sale - Other current liabilities - --------- TOTAL CURRENT LIABILITIES (0) --------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise - Net intercompany due to (from) (3) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - --------- TOTAL SHAREHOLDERS' EQUITY $ - --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ (3) --------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable - Closed store reserves - Other liabilities - Pension obligation - Taxes payable - --------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ -
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RFS MARKETING SERVICES, INC. DECEMBER 31, 2003 ---------------------------- ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net - Inventories - Assets held for sale - Other current assets 1 --------- TOTAL CURRENT ASSETS 1 --------- Investments and notes receivable, net - Investment in direct financing leases - --------- Net property and equipment - --------- Other assets 31 --------- TOTAL ASSETS $ 32 --------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 11 Liabilities held for sale - Other current liabilities 10 --------- TOTAL CURRENT LIABILITIES 21 --------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise - Net intercompany due to (from) 10 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - --------- TOTAL SHAREHOLDERS' EQUITY $ - --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 32 --------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable - Closed store reserves - Other liabilities - Pension obligation - Taxes payable - --------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ -
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RICHMAR FOODS, INC. DECEMBER 31, 2003 ------------------- ----------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 8,869 Inventories - Assets held for sale - Other current assets 1,050 --------- TOTAL CURRENT ASSETS 9,920 --------- Investments and notes receivable, net - Investment in direct financing leases - --------- Net property and equipment - --------- Other assets - --------- TOTAL ASSETS $ 9,920 --------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,712 Liabilities held for sale - Other current liabilities 1,607 --------- TOTAL CURRENT LIABILITIES 3,319 --------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 9,279 Net intercompany due to (from) (2,679) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - --------- TOTAL SHAREHOLDERS' EQUITY $ - --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 9,920 --------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 7,164 Closed store reserves - Other liabilities 2,115 Pension obligation - Taxes payable - --------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 9,279
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR-3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 (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 [9] [11] LIABILITY ACCRUED PAID [10] LIABILITY ---------------- --------- ----------- --------- --------- FEDERAL Payroll Taxes [1] $ - $ - $ - $ - Income [12] (387) 658 (234) 37 --------- ----------- --------- --------- TOTAL FEDERAL TAXES $ (387) $ 658 $ (234) $ 37 --------- ----------- --------- --------- STATE AND LOCAL Payroll Taxes [1] $ - $ - $ - $ - Sales [2] 1,744 - (724) 1,020 Excise [2] - - - - Real & Personal Property [3] 2,441 - - 2,441 Cigarette & Tobacco [4] - - - - Franchise [2] (144) - 600 456 --------- ----------- --------- --------- Total State and Local $ 4,041 $ - $ (124) $ 3,917 --------- ----------- --------- --------- TOTAL TAXES $ 3,654 $ 658 $ (358) $ 3,954 --------- ----------- --------- ---------

BEGINNING AMOUNT ENDING TAX WITHHELD OR AMOUNT TAX CORE-MARK [9] [11] LIABILITY ACCRUED PAID LIABILITY ------------------ --------- ----------- --------- --------- FEDERAL Payroll Taxes [1] $ 325 $ 2,414 $ (3,590) $ (851) Income [12] - 237 - 237 --------- ----------- --------- --------- TOTAL FEDERAL TAXES $ 325 $ 2,651 $ (3,590) $ (614) --------- ----------- --------- --------- STATE AND LOCAL Payroll Taxes [1] $ 1 $ 306 $ (466) $ (159) Sales 13 36 (38) 11 Excise 284 102 (160) 226 Real & Personal Property [3] 651 146 (157) 640 Cigarette & Tobacco 33,513 93,254 (77,261) 49,506 Other: GST [5] 4,201 1,701 (4,102) 1,800 Other: Spokane & Portland B&O Tax [6] 107 50 (47) 110 --------- ----------- --------- --------- Total State and Local $ 38,770 $ 95,595 $ (82,231) $ 52,134 --------- ----------- --------- --------- TOTAL TAXES $ 39,095 $ 98,246 $ (85,821) $ 51,521 --------- ----------- --------- ---------
SUMMARY OF UNPAID POSTPETITION DEBTS
FLEMING ACCOUNTS PAYABLE AGING (IN THOUSANDS) [9] AMOUNT - ------------------------------------------------- --------- Current $ - 0 - 30 days [7] 110,576 31 - 60 days - 61 - 90 days - 91 + days - --------- Total Accounts Payable [8] $ 110,576 ---------

CORE-MARK ACCOUNTS PAYABLE AGING (IN THOUSANDS) [9] AMOUNT - --------------------------------------------------- --------- Current $ - 0 - 30 days [7] 129,251 31 - 60 days - 61 - 90 days - 91 + days - --------- Total Accounts Payable [8] $ 129,251 ---------
EXPLAIN HOW AND WHEN THE DEBTOR INTENDS TO PAY ANY PAST-DUE POSTPETITION DEBTS. Fleming Companies, Inc. and its related subsidiaries do not have material past due postpetition debts. However, those debts that are past due will be paid through the ordinary course of business. Further, Fleming Companies, Inc. anticipates it will incur certain contract cure costs related to those contracts assigned to C&S Wholesale Grocers, Inc. as a result of the sale of Fleming Companies, Inc.'s wholesale grocery operations. NOTES [1] Payroll taxes include all employer and employee payroll related items withheld and accrued. [2] Sales, excise and franchise postpetition taxes are calculated by adding to the November balance the net accrual increase/decrease in the period ending December 31st. [3] Fleming's postpetition real and personal property taxes include 275/365 of 2003 (April 2003 through December 2003) taxes and 2004 taxes. Additionally, Core-Mark's Real & personal property taxes excludes Plymouth as it is included in Fleming. All other Eastern divisions are included in Core-Mark. [4] There is no longer an accrual or expense related to cigarette and tobacco taxes as all the applicable Fleming entities have been closed or sold. [5] GST refers to Canadian Goods and Service Taxes. [6] B&O tax refers to Business and Occupational taxes for Spokane and Portland only. [7] Fleming and Core-Mark were unable to provide an Accounts Payable Aging. Therefore, Accounts Payable is shown as 30 days old. Core-Mark's aging includes Head and Minter-Weisman and Fleming's includes the four convenience divisions that are part of Fleming Companies, Inc. [8] Accounts Payable per the Balance Sheet includes trade accounts payable and other accrued expenses. See footnote [2] on Form MOR-5. [9] At the close of the 11th period, Fleming Companies, Inc. changed its' reporting period from a 13 period reporting basis to a month-end basis. All Core-Mark and Fleming entities are now on the same reporting basis. [10] Amount Paid represents amounts paid, amounts received and other adjustments during the period. [11] Tax amounts have been updated to reflect the sign of the amounts consistently with the presentation of liabilities in the balance sheet. Credit balances are positive and debit balances are negative. [12] The Federal Income Tax category includes balances and activity for both Federal and State. FORM MOR-4 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 (DOLLARS IN 000'S) ACCOUNTS RECEIVABLE AGINGS
FLEMING ACCOUNTS RECEIVABLE AGING [1] [2] AMOUNT - ----------------------------------------- --------- Not Due $ 24,713 --------- Current 6,275 --------- 1 - 7 days old 1,183 --------- 8 - 14 days old 1,183 --------- 15 - 21 days old 1,183 --------- + Over 21 days 353,660 --------- Credits Over 21 days [6] - --------- Total Accounts Receivable $ 388,197 --------- Amount considered uncollectible (Bad Debt) [3] (78,220) --------- Accounts Receivable (Net) $ 309,977 ---------

CORE-MARK ACCOUNTS RECEIVABLE AGING [1] [4] AMOUNT ------------------------------------------- --------- Current $ 169,234 --------- 1 - 30 days old 24,597 --------- 31 - 45 days old 846 --------- 40 - 60 days old 439 --------- 61 - 90 days old 1,380 --------- 91 - 120 days old 633 --------- + Over 120 days 3,634 --------- Total Accounts Receivable $ 200,763 --------- Amount considered uncollectible (Bad Debt) [3] (9,348) --------- Accounts Receivable (Net) $ 191,415 ---------
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. X --- --- 4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. X --- ---
NOTES [1] Of the Core-Mark's 7 Eastern divisions ("Fleming 7"), Core-Mark's accounts receivable aging includes Head and Minter-Weisman and Fleming's accounts receivable aging includes the four convenience divisions that are part of Fleming Companies, Inc. In cases where detail accounts receivable amounts are not available, the amount is allocated to the aging brackets based on each brackets percentage of the total aged accounts receivable amount. [2] In addition to the aging of customer accounts receivable, a large portion of the Fleming receivable balance is from reclassifying vendor deductions from accounts payable, which has been listed as over 21 days. No amount has currently been reserved for these receivables from vendors. Also included in accounts receivable are royalties related to the sale of the wholesale business, which have been listed as "not due". [3] Amount considered uncollectible (Bad Debt) is per the general ledger for all entities as of December 31, 2003. [4] Core-Mark's Accounts Receivable data is for Core-Mark's month ended December 31, 2003. Further, Core-Mark's Accounts Receivable Aging total differed from the general ledger total due to timing differences and adjustments, including reclassifying vendor deductions from accounts payable. The receivable balance not supported by an aging was listed as current. No amount has currently been reserved for receivables from vendors. [5] During the month of December, Fleming sold two warehouses and one retail store. The total proceeds of these transactions were approximately $3.7 million. [6] Due to changes in the operating system, the dollar amount of credits that are included in the total aged accounts receivable balance is not available. FORM MOR-5 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 12/01/03 - 12/31/03 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). Ernst & Young LLP 2121 San Jacinto Street, Suite 1500 Dallas Office Dallas TX 75201 Phone (214) 969-8000 Facsimile (214) 969-9770 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: DECEMBER 1 TO DECEMBER 31, 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, all returns were timely filed with the appropriate jurisdictions. 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. January 14, 2004 /s/ Lisa P. Shield ____________________________________ ----------------------------------- Date Lisa P. Shield, Partner EX-99.2 4 d13811exv99w2.txt MONTHLY OPERATING REPORT FOR 1/31/2004 EXHIBIT 99.2 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE IN RE FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 45 days after end of the period Submit copy of report to any official committee appointed in the case.
DOCUMENT EXPLANATION REQUIRED DOCUMENTS FORM NO. ATTACHED ATTACHED - ----------------------------------------------------------------------------------------------------------------------------- Schedule of Cash Receipts and Disbursements MOR - 1 ----------------------------------- Weekly Receipts & Disbursements A X ----------------------------------- Cash Disbursements by Petitioning Entity B X ----------------------------------- Bank Account Information C X ----------------------------------- Statement of Operations MOR - 2 X ----------------------------------- Balance Sheet MOR - 3 X ----------------------------------- Status of Postpetition Taxes MOR - 4 X ----------------------------------- Copies of IRS Form 6123 or payment receipt (See Tax Affidavit) X ----------------------------------- Copies of tax returns filed during reporting period (See Tax Affidavit) X ----------------------------------- Summary of Unpaid Postpetition Debts MOR - 4 X ----------------------------------- Summary Accounts Receivable Aging MOR - 5 X ----------------------------------- Debtor Questionnaire MOR - 5 X -----------------------------------
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief. RESPONSIBLE PARTY: /s/ Rebecca A. Roof Interim Chief Financial Officer - ---------------------------------- ---------------------------------- Signature of Responsible Party Title Rebecca A. Roof March 16, 2004 - ---------------------------------- ---------------------------------- Printed Name of Responsible Party Date: March 16, 2004 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 NOTES TO THE MONTHLY OPERATING REPORT GENERAL The report includes activity from the following Debtors and related Case Numbers [1][2][3][4]
DEBTOR CASE NUMBER ------ ----------- INCLUDED IN FLEMING SECTION OF THE MOR AS APPLICABLE: Fleming Companies, Inc. 03-10945 ABCO Food Group, Inc. 03-10946 ABCO Markets, Inc. 03-10947 ABCO Realty Corp. 03-10948 Favar Concepts, Ltd. 03-10953 Fleming Foods Management Co., L.L.C. 03-10954 Fleming Foods of Texas, L.P. 03-10955 Fleming International, Ltd. 03-10956 Fleming Transportation Service, Inc. 03-10957 Fleming Supermarkets of Florida, Inc. 03-10958 Food 4 Less Beverage Company, Inc. 03-10959 FuelServ, Inc. 03-10960 Piggly Wiggly Company 03-10965 Progressive Realty, Inc. 03-10966 Rainbow Food Group, Inc. 03-10967 Retail Investments, Inc. 03-10968 Retail Supermarkets, Inc. 03-10970 RFS Marketing Services, Inc. 03-10971 Richmar Foods, Inc. 03-10972 Dunigan Fuels, Inc. 03-10973 INCLUDED IN CORE-MARK SECTION OF THE MOR AS APPLICABLE: Core-Mark International, Inc. 03-10944 ASI Office Automation, Inc. 03-10949 Core-Mark Mid-Continent, Inc. 03-10950 Core-Mark Interrelated Companies, Inc. 03-10951 C/M Products, Inc. 03-10952 General Acceptance Corporation 03-10961 Marquise Ventures Company, Inc. 03-10962 Head Distributing Company 03-10963 Minter Weisman Co. 03-10964
NOTES: [1] All information contained within this Monthly Operating Report is subject to change upon further reconciliation. [2] "the Company" refers to Fleming Companies, Inc. and its related subsidiaries. [3] Within this Monthly Operating Report Core-Mark's Eastern Divisions or "Fleming 7" refers to Head Distributing Company, Minter-Weisman, and the Marshfield, Chicago, Altoona and Leitchfield divisions included within Fleming Companies, Inc. Of the "Fleming 7", one division (Marshfield) was closed during 2003 and three divisions (one of the two divisions in Head and Chicago and Altoona) were closed at the end of 2003. [4] The Monthly Operating Report excludes financial activity related to non-Debtor entities (i.e., Cerespan.com and Choteau Development Company, LLC, etc.). FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 01/01/04 - 01/31/04 WEEKLY RECEIPTS AND DISBURSEMENTS [1] (DOLLARS IN 000'S)
CURRENT PERIOD WEEK 1 WEEK 2 WEEK 3 WEEK 4 WEEK 5 TOTAL ---------------------------------------------------------------------------- CASH RECEIPTS: Fleming Receipts[3] $ 499 16,247 3,491 633 1,501 $ 22,372 Core-Mark Receipts[3] 15,873 58,834 61,737 56,329 61,231 254,004 Asset / Excess Inventory Sales & Other - - 513 - 2 514 ---------------------------------------------------------------------------- ACTUAL RECEIPTS $ 16,372 $ 75,081 $ 65,741 $ 56,962 $ 62,734 $ 276,890 ---------------------------------------------------------------------------- CASH DISBURSEMENTS FROM OPERATIONS: Material Purchases - Fleming [3] $ (52) (109) (62) (540) (56) $ (819) Material Purchases - Core-Mark[3] (6,463) (28,247) (51,599) (36,103) (43,592) (166,003) Tax Disbursements - Cigarettes (1,691) (9,387) (12,033) (10,089) (9,440) (42,640) Tax Disbursements - Other (3) (13) (554) (478) (10) (1,058) Employee & Payroll (200) (1,952) (4,684) (2,348) (6,841) (16,025) Lease & Recurring Costs (620) (119) (305) (705) (520) (2,269) Other Operating Costs (1,262) (3,047) (4,184) (2,022) (1,479) (11,995) ---------------------------------------------------------------------------- ACTUAL CASH DISBURSEMENTS FROM OPERATIONS $ (10,291) $ (42,873) $ (73,423) $ (52,285) $ (61,938) $ (240,808) ---------------------------------------------------------------------------- CASH DISBURSEMENTS FROM NON-OPERATIONS: DSD/Critical Vendor/PACA Payments [2] $ - - (722) (338) (2,822) $ (3,882) Capital Expenditures - - - - - - Restructuring & Professional Fees (451) (892) (59) (421) (4,381) (6,204) Interest & Financing - (438) (403) (887) (170) (1,898) Other Non-Operating Costs - - - - - - Debt Repayment [4] $ (39,283) $ (39,283) ---------------------------------------------------------------------------- ACTUAL CASH DISBURSEMENTS FROM NON-OPERATIONS $ (451) $ (1,330) $ (40,467) $ (1,646) $ (7,373) $ (51,267) ---------------------------------------------------------------------------- TOTAL ACTUAL DISBURSEMENTS $ (10,741) $ (44,203) $ (113,890) $ (53,931) $ (69,310) $ (292,076) ----------------------------------------------------------------------------

CUMULATIVE FILING TO DATE -------------------- CASH RECEIPTS: Fleming Receipts[3] $ 2,439,325 Core-Mark Receipts[3] 3,304,978 Asset/Excess Inventory Sales & Other 319,808 -------------------- ACTUAL RECEIPTS $ 6,064,111 -------------------- CASH DISBURSEMENTS FROM OPERATIONS: Material Purchases - Fleming [3] $ (1,619,727) Material Purchases - Core-Mark[3] (2,435,007) Tax Disbursements - Cigarettes (488,736) Tax Disbursements - Other (10,927) Employee & Payroll (345,827) Lease & Recurring Costs (95,169) Other Operating Costs (257,973) -------------------- ACTUAL CASH DISBURSEMENTS FROM OPERATIONS $ (5,253,365) -------------------- CASH DISBURSEMENTS FROM NON-OPERATIONS: DSD/Critical Vendor/PACA Payments [2] $ (100,217) Capital Expenditures (2,216) Restructuring & Professional Fees (65,019) Interest & Financing (83,106) Other Non-Operating Costs - Debt Repayment [4] $ (364,283) -------------------- ACTUAL CASH DISBURSEMENTS FROM NON-OPERATIONS $ (614,841) -------------------- TOTAL ACTUAL DISBURSEMENTS $ (5,868,207) --------------------
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT PERIOD COLUMN) TOTAL DISBURSEMENTS (292,076) LESS: Transfers to Debtor in Possession Accounts - PLUS: Estate Disbursements Made By Outside Sources (i.e. from escrow accounts) - -------- TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES (292,076) --------

Notes [1] Weekly Receipts and Disbursements include Core-Mark's and Fleming's January 1 through January 31 receipts and disbursements. Week 1 contains only 1 business day. [2] The January Monthly Operating report (including the period 4 through 11 plus November and December Monthly Operating Reports previously filed) includes within the DSD/Critical Vendor/PACA Payments, among others, DSD and PACA disbursements made to segregated escrow accounts for future disbursement. The DSD and PACA escrow disbursements do not represent actual DSD and PACA settlement disbursements made during the period, only those funds set aside in escrow. [3] All seven of the Core-Mark eastern divisions are included in the Core-Mark amounts, although only three currently remain open. [4] Senior Secured Bank Debt was paid down by approximately $39 million as follows: $16 million reduction in revolver loans, $15 million reduction in term loans, and $8 million set aside in restricted cash related to the collateralization of prepetition letters of credit. FORM MOR - 1A FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 01/01/04 - 01/31/04 CASH DISBURSEMENTS BY PETITIONING ENTITY [1] (DOLLARS IN 000'S)
CUMULATIVE FILING TO PETITIONING ENTITIES CASE NUMBER CURRENT PERIOD TOTAL DATE - --------------------------------------------------------------------------------------------- Core-Mark International, Inc. 03-10944 $ (164,510) $ (2,138,798) Fleming Companies, Inc. 03-10945 (59,731) (2,501,453) ABCO Food Group, Inc. 03-10946 - ABCO Markets, Inc. 03-10947 - ABCO Realty Corp. 03-10948 - ASI Office Automation, Inc. 03-10949 - Core-Mark Mid-Continent, Inc. 03-10950 (34,549) (467,442) Core-Mark Interrelated Companies, Inc. 03-10951 (8,440) (78,913) C/M Products, Inc. 03-10952 - Favar Concepts, Ltd. 03-10953 (667) Fleming Foods Management Co., L.L.C. 03-10954 - Fleming Foods of Texas, L.P. 03-10955 (113,199) Fleming International, Ltd. 03-10956 (1,399) Fleming Transportation Service, Inc. 03-10957 124 Fleming Supermarkets of Florida, Inc. 03-10958 - Food 4 Less Beverage Company, Inc. 03-10959 - Fuelserv, Inc. 03-10960 - General Acceptance Corporation 03-10961 - Marquise Ventures Company, Inc. 03-10962 - Head Distributing Company 03-10963 (6,252) (72,976) Minter Weisman Co. 03-10964 (18,594) (224,109) Piggly Wiggly Company 03-10965 (891) Progressive Realty, Inc. 03-10966 (4) Rainbow Food Group, Inc. 03-10967 (31,595) Retail Investments, Inc. 03-10968 (165,252) Retail Supermarkets, Inc. 03-10970 - RFS Marketing Services, Inc. 03-10971 - Richmar Foods, Inc. 03-10972 (71,566) Dunigan Fuels, Inc. 03-10973 (67) ----------- -------------------- -------------------- TOTAL ACTUAL DISBURSEMENTS [2] [3] $ (292,076) $ (5,868,207) ----------- -------------------- --------------------
NOTES [1] Employee and Payroll disbursements, per the Weekly Receipts and Disbursements schedule, were paid $2.8 million to Fleming Companies, Inc. and $13.2 million to Core-Mark International, Inc. [2] Total cash disbursements provided by both Core-Mark and Fleming during the period did not agree to Total Actual Disbursements on the Weekly Receipts and Disbursement schedule. Therefore, the difference was allocated between the Core-Mark and Fleming entities based on each entities % of total cash disbursements prior to allocation. [3] Total Actual Disbursements contain Core-Mark's and Fleming's disbursements for 1/01/04 - 1/31/04 for the Current Period and for 4/1/03 - 1/31/04 for the Cumulative Filing to Date. [4] Senior Secured Bank Debt was paid down by approximately $39 million as follows: $16 million reduction in revolver loans, $15 million reduction in term loans, and $8 million set aside in restricted cash related to the collateralization of prepetition letters of credit. FORM MOR - 1B FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BANK ACCOUNT INFORMATION
ACCOUNT PETITIONING ENTITIES BANK NUMBER TYPE - -------------------------------------------------------------------------------------------- Core-Mark International, Inc Bank Of Montreal 5691032070 Disbursement Core-Mark International, Inc Bank Of Montreal 127881013601 Disbursement Core-Mark International, Inc Bank Of Montreal 07600000313 Depository/Disbursement Core-Mark International, Inc Bank Of Montreal 07601154963 Disbursement Core-Mark International, Inc Bank Of Montreal 07601102397 Disbursement Core-Mark International, Inc Bank Of Montreal 0004-1664-436 Disbursement Core-Mark International, Inc Bank Of Montreal 07604601086 FX Swap Funding Acct Core-Mark International, Inc JP Morgan 323252028 Depository Core-Mark International, Inc JP Morgan Chase 9102775419 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775435 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775443 Disbursement Core-Mark International, Inc JP Morgan Chase 9102775427 Disbursement Core-Mark International, Inc JP Morgan Chase 601809668 Disbursement Core-Mark International, Inc Scotia Bank 112390010715 Depository Core-Mark International, Inc Scotia Bank 71480000914 Depository Core-Mark International, Inc Scotia Bank 4052700104313 Depository Core-Mark International, Inc Scotia Bank 714800001414 Depository Core-Mark International, Inc Scotia Bank 714800011312 Depository Core-Mark International, Inc Washington Trust Bank 1001823194 Depository Core-Mark International, Inc Wells Fargo 4159287788 Depository Core-Mark International, Inc Wells Fargo 4518099999 Depository Core-Mark International, Inc Wells Fargo 4311848436 Depository Core-Mark International, Inc Wells Fargo 4159555366 Depository Core-Mark International, Inc Wells Fargo 4518100110 Depository Core-Mark International, Inc Wells Fargo 4128523081 Depository Core-Mark International, Inc Wells Fargo 4518100235 Depository Core-Mark International, Inc Wells Fargo 4518100177 Depository Core-Mark International, Inc Wells Fargo 4758355309 Depository Core-Mark International, Inc Wells Fargo 4159688902 Depository Core-Mark International, Inc Wells Fargo 4091220731 Depository Core-Mark International, Inc Wells Fargo 4801900069 Depository Core-Mark International, Inc Wells Fargo 4801908815 Depository Core-Mark International, Inc Wells Fargo 4496851460 Depository Core-Mark International, Inc Wells Fargo 4311848584 Disbursement Core-Mark International, Inc Wells Fargo 4759613938 Disbursement Core-Mark International, Inc Wells Fargo 4518110564 Disbursement Core-Mark International, Inc Wells Fargo / Wachovia 540459849 Disbursement Core-Mark International, Inc Wilson & Muir 7516436 Depository Fleming Companies, Inc. Bank of America 8188812687 Depository Fleming Companies, Inc. Bank of America 3751525666 Depository Fleming Companies, Inc. Bank of America 3751508777 Depository Fleming Companies, Inc. Bank of America 3751022745 Depository Fleming Companies, Inc. Bank One 10148350 Disbursement Fleming Companies, Inc. Fleet Non Union Health 1713312 Disbursement Fleming Companies, Inc. JP Morgan 22426761 Disbursement Fleming Companies, Inc. JP Morgan 88063623919 Depository Fleming Companies, Inc. JP Morgan 8806363428 Depository Fleming Companies, Inc. JP Morgan 323252842 Depository Fleming Companies, Inc. JP Morgan 8806258339 Depository Fleming Companies, Inc. JP Morgan 8806247712 Depository Fleming Companies, Inc. JP Morgan 8806232185 Depository Fleming Companies, Inc. JP Morgan 8806232227 Depository Fleming Companies, Inc. JP Morgan 8806258271 Depository/Disbursement Fleming Companies, Inc. JP Morgan 8806362958 Depository/Disbursement Fleming Companies, Inc. JP Morgan 8806170047 Disbursement Fleming Companies, Inc. JP Morgan 8805174594 Disbursement Fleming Companies, Inc. JP Morgan 6300030353 Disbursement Fleming Companies, Inc. JP Morgan 8805223029 Disbursement Fleming Companies, Inc. JP Morgan 6300062117 Disbursement Fleming Companies, Inc. JP Morgan 6300036160 Disbursement Fleming Companies, Inc. JP Morgan 6300064998 Disbursement Fleming Companies, Inc. Washington Mutual Bank 0673106722 Escrow Fleming Companies, Inc. Washington Mutual Bank 374854494 Escrow Head Distributing Co. Bank Of America 3752010688 Depository Head Distributing Co. Suntrust 8801337430 Depository Head Distributing Co. Union Planters Bank 3500594164 Depository Minter Weisman Bank of America 3299781296 Disbursement Plymouth (minter weisman) US Bank 160234449926 Depository Retail Investment, Inc. JP Morgan 860900985 Depository/Disbursement
FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BANK ACCOUNT INFORMATION
ACCOUNT PETITIONING ENTITIES BANK NUMBER TYPE - -------------------------------------------------------------------------------------------- ~~- --------------------------------------------------------------------------------------------~~
FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) (DOLLARS IN 000'S)
JANUARY 1, 2004 - FLEMING COMPANIES, INC. & SUBSIDIARIES [1][2][3] JANUARY 31, 2004 - ---------------------------------------------------------------------- NET SALES $ 313,446 COSTS AND EXPENSES: Cost of sales (304,594) Selling and administrative (13,138) Reorganization items, net (2,212) Interest expense (192) Interest income and other 263 Impairment/restructuring charges (196) Litigation charges ---------------- TOTAL COSTS AND EXPENSES (320,069) ---------------- Income/(Loss) before income taxes (6,623) Taxes on income/(loss) - ---------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (6,623) ---------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes (22,249) Taxes on income/(loss) - ---------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (22,249) ---------------- NET INCOME/(LOSS) $ (28,872) ----------------
NOTES [1] Excludes ABCO Markets, Inc., ABCO Realty Corp., ASI Office Automation, Inc., C/M Products, Inc., Fleming Foods Management Co., L.L.C., Fleming Supermarkets of Florida, Inc., Food 4 Less Beverage Company, Inc., FuelServ, Inc., General Acceptance Corporation, Marquise Ventures Company, Inc. and Retail Supermarkets, Inc. as these entities had no activity during the period. In addition, no individual Statement of Operations have been provided for these legal entities in the Monthly Operating Report. [2] Certain expenses are recorded each period using estimates, then reviewed and adjusted at the end of a quarter (i.e., self-insurance reserves, allowance for bad debts, etc.). [3] Continuing Operations as of January 2004 includes only the convenience business (or Core-Mark, including the Fleming 7). All other businesses have been reclassified as Discontinued Operations as required by SFAS 146. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - ABCO FOOD GROUP, INC. JANUARY 31, 2004 - ---------------------------------------------------------------------- NET SALES $ - COSTS AND EXPENSES: Cost of sales - Selling and administrative - Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - ---------------- TOTAL COSTS AND EXPENSES - ---------------- Income/ (Loss) before income taxes - Taxes on income/(loss) - ---------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS - ---------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - ---------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - ---------------- NET INCOME/(LOSS) $ - ----------------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - CORE-MARK INTERNATIONAL, INC. JANUARY 31, 2004 - ----------------------------------------------------------------------- NET SALES $ 224,184 COSTS AND EXPENSES: Cost of sales (217,650) Selling and administrative (6,087) Reorganization items, net (2,211) Interest expense (192) Interest income and other 259 Impairment/restructuring charges - Litigation charges - ------------------ TOTAL COSTS AND EXPENSES (225,882) ------------------ Income/(Loss) before income taxes (1,698) Taxes on income/(loss) - ------------------ INCOME/(LOSS) FROM CONTINUING OPERATIONS (1,698) ------------------ DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - ------------------ INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - ------------------ NET INCOME/(LOSS) $ (1,698) ------------------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - CORE-MARK INTERRELATED COMPANIES, INC. JANUARY 31, 2004 - ---------------------------------------------------------------------- NET SALES $ 7,186 COSTS AND EXPENSES: Cost of sales (6,814) Selling and administrative (127) Reorganization items, net - Interest expense - Interest income and other 0 Impairment/restructuring charges - Litigation charges - ----------------- TOTAL COSTS AND EXPENSES (6,941) ----------------- Income/(Loss) before income taxes 244 Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 244 ----------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - ----------------- NET INCOME/(LOSS) $ 244 -----------------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - CORE-MARK MID-CONTINENT, INC. JANUARY 31, 2004 - ------------------------------------------------------------------ NET SALES $ 40,591 COSTS AND EXPENSES: Cost of sales (39,374) Selling and administrative (917) Reorganization items, net - Interest expense - Interest income and other 1 Impairment/restructuring charges - Litigation charges - ----------------- TOTAL COSTS AND EXPENSES (40,290) ----------------- Income/(Loss) before income taxes 301 Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS 301 ----------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - ----------------- NET INCOME/(LOSS) $ 301 -----------------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - DUNIGAN FUELS, INC. JANUARY 31, 2004 - ------------------------------------------------------------------------- NET SALES $ - COSTS AND EXPENSES: Cost of sales - Selling and administrative - Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - --------- TOTAL COSTS AND EXPENSES - --------- Income/(Loss) before income taxes - Taxes on income/(loss) - --------- INCOME/(LOSS) FROM CONTINUING OPERATIONS - --------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes (2) Taxes on income/(loss) - --------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (2) --------- NET INCOME/(LOSS) $ (2) ---------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - FAVAR CONCEPTS, LTD JANUARY 31, 2004 ------------------- ---------------- NET SALES $ - COSTS AND EXPENSES: Cost of sales - Selling and administrative - Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - ----------------- TOTAL COSTS AND EXPENSES - ----------------- Income/(Loss) before income taxes - Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS - ----------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes (0) Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (0) ----------------- NET INCOME/(LOSS) $ (0) -----------------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - FLEMING COMPANIES, INC. JANUARY 31, 2004 ----------------------- ---------------- NET SALES $ 13,333 COSTS AND EXPENSES: Cost of sales (13,279) Selling and administrative (4,203) Reorganization items, net (1) Interest expense - Interest income and other 0 Impairment/restructuring charges (376) Litigation charges - ----------------- TOTAL COSTS AND EXPENSES (17,858) ----------------- Income/(Loss) before income taxes (4,525) Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (4,525) ----------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes (22,089) Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (22,089) ----------------- NET INCOME/(LOSS) $ (26,613) -----------------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - FLEMING FOODS OF TEXAS, L.P. JANUARY 31, 2004 ---------------------------- ---------------- NET SALES $ - COSTS AND EXPENSES: Cost of sales - Selling and administrative - Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - ----------------- TOTAL COSTS AND EXPENSES - ----------------- Income/(Loss) before income taxes - Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS - ----------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes 7 Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 7 ----------------- NET INCOME/(LOSS) $ 7 -----------------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - FLEMING INTERNATIONAL, LTD JANUARY 31, 2004 -------------------------- ---------------- NET SALES $ - COSTS AND EXPENSES: Cost of sales - Selling and administrative - Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - ----------------- TOTAL COSTS AND EXPENSES - ----------------- Income/(Loss) before income taxes - Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS - ----------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - ----------------- NET INCOME/(LOSS) $ - -----------------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - FLEMING TRANSPORTATION SERVICES, INC. JANUARY 31, 2004 ------------------------------------- ---------------- NET SALES $ - COSTS AND EXPENSES: Cost of sales - Selling and administrative - Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - ----------------- TOTAL COSTS AND EXPENSES - ----------------- Income/(Loss) before income taxes - Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS - ----------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes 16 Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 16 ----------------- NET INCOME/(LOSS) $ 16 -----------------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - HEAD DISTRIBUTING COMPANY JANUARY 31, 2004 ------------------------- ---------------- NET SALES $ 6,779 COSTS AND EXPENSES: Cost of sales (6,539) Selling and administrative (826) Reorganization items, net (1) Interest expense - Interest income and other 0 Impairment/restructuring charges 180 Litigation charges - ----------------- TOTAL COSTS AND EXPENSES (7,186) ----------------- Income/(Loss) before income taxes (407) Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (407) ----------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - ----------------- NET INCOME/(LOSS) $ (407) -----------------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - MINTER-WEISMAN CO. JANUARY 31, 2004 ------------------ ---------------- NET SALES $ 21,373 COSTS AND EXPENSES: Cost of sales (20,937) Selling and administrative (978) Reorganization items, net - Interest expense - Interest income and other 4 Impairment/restructuring charges - Litigation charges - ----------------- TOTAL COSTS AND EXPENSES (21,912) ----------------- Income/(Loss) before income taxes (539) Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS (539) ----------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - ----------------- NET INCOME/(LOSS) $ (539) -----------------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - PIGGLY WIGGLY COMPANY JANUARY 31, 2004 --------------------- ---------------- NET SALES $ - COSTS AND EXPENSES: Cost of sales - Selling and administrative - Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - ----------------- TOTAL COSTS AND EXPENSES - ----------------- Income/(Loss) before income taxes - Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS - ----------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes (8) Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (8) ----------------- NET INCOME/(LOSS) $ (8) -----------------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - PROGRESSIVE REALTY, INC. JANUARY 31, 2004 ------------------------ ---------------- NET SALES $ - COSTS AND EXPENSES: Cost of sales - Selling and administrative - Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - ----------------- TOTAL COSTS AND EXPENSES - ----------------- Income/(Loss) before income taxes - Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM CONTINUING OPERATIONS - ----------------- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - ----------------- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - ----------------- ----------------- NET INCOME/(LOSS) $ - -----------------
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - RAINBOW FOOD GROUP, INC. JANUARY 31, 2004 ------------------------- ---------------- NET SALES $ - COSTS AND EXPENSES: Cost of sales - Selling and administrative - Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - --- TOTAL COSTS AND EXPENSES - --- Income/(Loss) before income taxes - Taxes on income/(loss) - --- INCOME/(LOSS) FROM CONTINUING OPERATIONS - --- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes 29 Taxes on income/(loss) - --- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 29 --- NET INCOME/(LOSS) $29 ---
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - RETAIL INVESTMENTS, INC. JANUARY 31, 2004 ------------------------ ----------------- NET SALES $ - COSTS AND EXPENSES: Cost of sales - Selling and administrative - Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - --- TOTAL COSTS AND EXPENSES - --- Income/(Loss) before income taxes - Taxes on income/(loss) - --- INCOME/(LOSS) FROM CONTINUING OPERATIONS - --- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes 10 Taxes on income/(loss) - --- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS 10 --- NET INCOME/(LOSS) $10 ---
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - RFS MARKETING SERVICES, INC. JANUARY 31, 2004 ---------------------------- ----------------- NET SALES $ - COSTS AND EXPENSES: Cost of sales - Selling and administrative - Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - --- TOTAL COSTS AND EXPENSES - --- Income/(Loss) before income taxes - Taxes on income/(loss) - --- INCOME/(LOSS) FROM CONTINUING OPERATIONS - --- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes - Taxes on income/(loss) - --- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS - --- NET INCOME/(LOSS) $ - ---
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)
JANUARY 1, 2004 - RICHMAR FOODS, INC. JANUARY 31, 2004 ------------------- ------------------ NET SALES $ - COSTS AND EXPENSES: Cost of sales - Selling and administrative - Reorganization items, net - Interest expense - Interest income and other - Impairment/restructuring charges - Litigation charges - ----- TOTAL COSTS AND EXPENSES - ----- Income/(Loss) before income taxes - Taxes on income/(loss) - ----- INCOME/(LOSS) FROM CONTINUING OPERATIONS - ----- DISCONTINUED OPERATIONS: Income/(Loss) before income taxes (212) Taxes on income/(loss) - ----- INCOME/(LOSS) FROM DISCONTINUED OPERATIONS (212) ----- NET INCOME/(LOSS) $(212) -----
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Statement of Operations for all financial statement footnotes. FORM MOR - 2 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) (DOLLARS IN 000'S)
AS OF FLEMING COMPANIES, INC. & SUBSIDIARIES [1] JANUARY 31, 2004 ------------------------------------------ ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents [12] $ 381,925 Receivables, net [2] 467,466 Inventories 150,084 Assets held for sale [3] 4,667 Other current assets 33,160 ----------- TOTAL CURRENT ASSETS 1,037,302 ----------- Investments and notes receivable, net 523 Investment in direct financing leases - ----------- Net property and equipment 37,703 ----------- Other assets 45,004 ----------- TOTAL ASSETS $ 1,120,532 ----------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable [2] $ 205,300 Liabilities held for sale [3] - Other current liabilities 51,215 ----------- TOTAL CURRENT LIABILITIES 256,515 ----------- Long-term debt - Long-term obligations under capital leases - Other liabilities 6,983 Liabilities subject to compromise [4] [5] 2,396,289 Net intercompany due to (from) [6] (8,254) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share 136,221 Capital in excess of par value 710,623 Reinvested earnings (deficit) (2,364,170) Accumulated other comprehensive income: Additional minimum pension liability [11] (15,663) Cumulative foreign currency translation adjustment 1,989 ----------- TOTAL SHAREHOLDERS' EQUITY $(1,531,001) ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,120,532 -----------
FORM MOR - 3 LIABILITIES SUBJECT TO COMPROMISE [4] [5] Debt and notes payable [7] [8] $1,605,760 Accounts payable [9] [13] 474,538 Closed store reserves [10] 48,719 Other liabilities [9] [14] 137,722 Pension obligation [11] [15] 113,354 Taxes payable [9] [16] 16,196 ---------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $2,396,289

GENERAL [1] Excludes ABCO Markets, Inc., ABCO Realty Corp., ASI Office Automation, Inc., C/M Products, Inc., Fleming Foods Management Co., L.L.C., Fleming Supermarkets of Florida, Inc., Food 4 Less Beverage Company, Inc., FuelServ, Inc., General Acceptance Corporation, Marquise Ventures Company, Inc. and Retail Supermarkets, Inc. as these entities had no ending balances as of period close. In addition, no individual Balance Sheets have been provided for these entities in the Monthly Operating Report. [2] The accounts receivable balance as of January 31, 2004 includes accounts due from customers as well as vendor deductions for PRADS, military, advertising and other vendor related deductions. The Company continues to reconcile such information and additional adjustments are expected in future periods. No amount has currently been reserved for receivables from vendors. Fleming continues to evaluate the recoverability of its customer accounts receivable. [3] Continuing Operations as of January 31, 2004 includes only the convenience business. Assets of all business have been reclassified as Assets Held for Sale and liabilities as Liabilities Held for Sale as required by SFAS 146. [4] Liabilities Subject to Compromise is comprised of prepetition long-term debt, accounts payable, closed store reserves, other liabilities, pension obligation and taxes payable. The Company continues to reconcile its liabilities subject to compromise and anticipates additional adjustments will be made in future periods. [5] The Company may have paid certain prepetition liabilities. Not all payments made related to prepetition debts are reflected in the Liabilities Subject to Compromise. As a result, the Liabilities Subject to Compromise may be overstated. [6] The Net Intercompany Due To (From) line on the entity level balance sheets (except for Fleming Companies, Inc.) will also include that entity's net equity. [7] The senior notes, convertible notes, and senior subordinated notes are guaranteed by substantially all of Fleming's wholly-owned direct and indirect subsidiaries. The guarantees are joint and several, full, complete and unconditional. Within the Monthly Operating Report all related amounts are reflected on the Fleming Companies, Inc. balance sheet. FLEMING ENTITIES [8] Debt and notes payable includes bonds, revolver and term Loan and related accrued interest. The amounts are January balances. [9] Accounts payable includes trade payables and accrued expenses. Retailer incentives (previously in accounts payable) have been reclassified to accounts receivable. Other liabilities includes accrued compensation, accrued severance, union pension withdrawal liabilities, other current liabilities, deferred income, and other long-term liabilities. Taxes payable includes income taxes and taxes other than income. Cigarette taxes payable is included in accounts payable. The balances for these accounts resulted from an ongoing review of these accounts. The Company continues to reconcile these accounts and additional adjustments are expected in future periods. See also footnote 2 above. [10] Closed store reserves are January balances. [11] Pension obligation is a January balance. Effective January 1, 2004, the Fleming Consolidated Pension Plan was transferred to the Pension Benefit Guarantee Corporation (PBGC). This resulted in a reversal of the related additional minimum pension liability adjustment, which reduced the pension accrual in Liabilities Subject to Compromise and reduced the Additional Minimum Pension Liability in Accumulated Other Comprehensive Income in the equity section. The liability subject to compromise relating to this plan on the balance sheet is approximately $55 million whereas the current claims by the PBGC total in excess of $300 million. The Company and its actuaries are currently in negotiations with the PBGC regarding the settlement of these claims. [12] Cash and cash equivalents includes restricted cash related to the collateralization of prepetition letters of credit totaling approximately $75 million. CORE-MARK ENTITIES [13] Accounts payable includes trade payables and accrued expenses. Accounts payable represents a review of the accounts payable trial balance. See also footnote 2 above. [14] Other liabilities, which include accrued compensation, other current liabilities and other long-term liabilities, represent a review of the applicable balance sheet account. [15] Pension obligation is a January balance. [16] Taxes payable includes income taxes and taxes other than income. Income tax liability and taxes other than income represent a review of the applicable balance sheet accounts. Cigarette taxes payable is included in accounts payable. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF ABCO FOOD GROUP, INC. JANUARY 31, 2004 --------------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net - Inventories - Assets held for sale - Other current assets 3 ------- TOTAL CURRENT ASSETS 3 ------- Investments and notes receivable, net - Investment in direct financing leases - ------- Net property and equipment - ------- Other assets - ------- TOTAL ASSETS $ 3 ------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities - ------- TOTAL CURRENT LIABILITIES - ------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 1,300 Net intercompany due to (from) (1,297) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - ------- TOTAL SHAREHOLDERS' EQUITY $ - ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3 ------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 1,300 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 1,300
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03 - 10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK INTERNATIONAL, INC. JANUARY 31, 2004 ----------------------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 55,820 Receivables, net 142,050 Inventories 96,607 Assets held for sale - Other current assets 24,877 -------- TOTAL CURRENT ASSETS 319,352 -------- Investments and notes receivable, net - Investment in direct financing leases - -------- Net property and equipment 19,157 -------- Other assets 36,507 -------- TOTAL ASSETS $375,016 -------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 94,313 Liabilities held for sale - Other current liabilities 10,676 -------- TOTAL CURRENT LIABILITIES 104,989 -------- Long-term debt - Long-term obligations under capital leases - Other liabilities 6,026 Liabilities subject to compromise 86,170 Net intercompany due to (from) 177,831 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - -------- TOTAL SHAREHOLDERS' EQUITY $ - -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $375,016 -------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 79,772 Closed store reserves - Other liabilities - Pension obligation 4,270 Taxes payable 2,128 -------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 86,170
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03 - 10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK INTERRELATED COMPANIES, INC. JANUARY 31, 2004 ------------------------------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 2,496 Inventories 8,304 Assets held for sale - Other current assets 48 ------- TOTAL CURRENT ASSETS 10,848 ------- Investments and notes receivable, net - Investment in direct financing leases - ------- Net property and equipment 313 ------- Other assets - ------- TOTAL ASSETS $11,161 ------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,528 Liabilities held for sale - Other current liabilities - ------- TOTAL CURRENT LIABILITIES 1,528 ------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 5,210 Net intercompany due to (from) 4,422 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - ------- TOTAL SHAREHOLDERS' EQUITY $ - ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $11,161 ------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 5,210 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 5,210
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03 - 10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF CORE-MARK MID-CONTINENT, INC. JANUARY 31, 2004 ----------------------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 22,950 Inventories 19,457 Assets held for sale - Other current assets 2,888 ------- TOTAL CURRENT ASSETS 45,294 ------- Investments and notes receivable, net - Investment in direct financing leases - ------- Net property and equipment 11,408 ------- Other assets 1,369 ------- TOTAL ASSETS $58,071 ------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 5,458 Liabilities held for sale - Other current liabilities 15 ------- TOTAL CURRENT LIABILITIES 5,473 ------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 5,816 Net intercompany due to (from) 46,781 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - ------- TOTAL SHAREHOLDERS' EQUITY $ - ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $58,071 ------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 5,816 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 5,816
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF DUNIGAN FUELS, INC. JANUARY 31, 2004 ------------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 2,720 Inventories - Assets held for sale - Other current assets - ------- TOTAL CURRENT ASSETS 2,720 ------- Investments and notes receivable, net - Investment in direct financing leases - ------- Net property and equipment - ------- Other assets - ------- TOTAL ASSETS $ 2,720 ------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities - ------- TOTAL CURRENT LIABILITIES - ------- Long-term debt - Long-term obligations under capital leases - Other liabilities 172 Liabilities subject to compromise 8,569 Net intercompany due to (from) (6,021) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - ------- TOTAL SHAREHOLDERS' EQUITY $ - ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,720 ------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 8,569 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 8,569
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FAVAR CONCEPTS, LTD JANUARY 31, 2004 ------------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net - Inventories - Assets held for sale - Other current assets - ----- TOTAL CURRENT ASSETS - ----- Investments and notes receivable, net - Investment in direct financing leases - ----- Net property and equipment - ----- Other assets - ----- TOTAL ASSETS $ - ----- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 0 Liabilities held for sale - Other current liabilities (3) ----- TOTAL CURRENT LIABILITIES (3) ----- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 555 Net intercompany due to (from) (552) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - ----- TOTAL SHAREHOLDERS' EQUITY $ - ----- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 0 ----- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 555 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ----- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 555
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING COMPANIES, INC. JANUARY 31, 2004 ----------------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents [3] $ 325,194 Receivables, net 235,149 Inventories 7,351 Assets held for sale 4,332 Other current assets 2,448 ----------- TOTAL CURRENT ASSETS 574,473 ----------- Investments and notes receivable, net 523 Investment in direct financing leases - ----------- Net property and equipment 2,940 ----------- Other assets 6,528 ----------- TOTAL ASSETS $ 584,464 ----------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 92,260 Liabilities held for sale - Other current liabilities 38,301 ----------- TOTAL CURRENT LIABILITIES 130,561 ----------- Long-term debt - Long-term obligations under capital leases - Other liabilities 785 Liabilities subject to compromise 2,232,603 Net intercompany due to (from) (248,484) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share 136,221 Capital in excess of par value 710,623 Reinvested earnings (deficit) (2,364,170) Accumulated other comprehensive income: - Additional minimum pension liability [2] (15,663) Cumulative foreign currency translation adjustment 1,989 ----------- TOTAL SHAREHOLDERS' EQUITY $(1,531,001) ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 584,464 ----------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ 1,605,760 Accounts payable 320,919 Closed store reserves 48,719 Other liabilities 135,303 Pension obligation [2] 109,084 Taxes payable 12,819 ----------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 2,232,603
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. [2] Effective January 1, 2004, the Fleming Consolidated Pension Plan was transferred to the Pension Benefit Guarantee Corporation (PBGC). This resulted in a reversal of the related additional minimum pension liability adjustment, which reduced the pension accrual in Liabilities Subject to Compromise and reduced the Additional Minimum Pension Liability in Accumulated Other Comprehensive Income in the equity section. The liability subject to compromise relating to this plan on the balance sheet is approximately $55 million whereas the current claims by the PBGC total in excess of $300 million. The Company and its actuaries are currently in negotiations with the PBGC regarding the settlement of these claims. [3] Cash and cash equivalents includes restricted cash related to the collateralization of prepetition letters of credit totaling approximately $75 million. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING FOODS OF TEXAS, L.P. JANUARY 31, 2004 ---------------------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 26,942 Inventories - Assets held for sale - Other current assets 490 ------- TOTAL CURRENT ASSETS 27,432 ------- Investments and notes receivable, net - Investment in direct financing leases - ------- Net property and equipment - ------- Other assets 4 ------- TOTAL ASSETS $27,436 ------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 5 Liabilities held for sale - Other current liabilities 98 ------- TOTAL CURRENT LIABILITIES 103 ------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 13,984 Net intercompany due to (from) 13,348 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - ------- TOTAL SHAREHOLDERS' EQUITY $ - ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $27,436 ------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 12,429 Closed store reserves - Other liabilities 305 Pension obligation - Taxes payable 1,250 ------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $13,984
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING INTERNATIONAL, LTD JANUARY 31, 2004 -------------------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 190 Inventories - Assets held for sale - Other current assets - ---- TOTAL CURRENT ASSETS 190 ---- Investments and notes receivable, net - Investment in direct financing leases - ---- Net property and equipment - ---- Other assets - ---- TOTAL ASSETS $190 ---- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities - ---- TOTAL CURRENT LIABILITIES - ---- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise - Net intercompany due to (from) 190 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - ---- TOTAL SHAREHOLDERS' EQUITY $ - ---- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $190 ---- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable - Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ---- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ -
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF FLEMING TRANSPORTATION SERVICES, INC. JANUARY 31, 2004 ------------------------------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net - Inventories - Assets held for sale - Other current assets - ----- TOTAL CURRENT ASSETS - ----- Investments and notes receivable, net - Investment in direct financing leases - ----- Net property and equipment - ----- Other assets - ----- TOTAL ASSETS $ - ----- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 7 Liabilities held for sale - Other current liabilities - ----- TOTAL CURRENT LIABILITIES 7 ----- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 252 Net intercompany due to (from) (259) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - ----- TOTAL SHAREHOLDERS' EQUITY $ - ----- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ (0) ----- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 252 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ----- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 252
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF HEAD DISTRIBUTING COMPANY JANUARY 31, 2004 ------------------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 482 Receivables, net 9,944 Inventories 5,539 Assets held for sale 335 Other current assets (99) -------- TOTAL CURRENT ASSETS 16,201 -------- Investments and notes receivable, net - Investment in direct financing leases - -------- Net property and equipment 1,602 -------- Other assets 455 -------- TOTAL ASSETS $ 18,259 -------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 4,325 Liabilities held for sale - Other current liabilities 140 -------- TOTAL CURRENT LIABILITIES 4,465 -------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 6,689 Net intercompany due to (from) 7,104 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - -------- TOTAL SHAREHOLDERS' EQUITY $ - -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 18,259 -------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 6,689 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - -------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 6,689
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF MINTER-WEISMAN CO. JANUARY 31, 2004 ----------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 429 Receivables, net 11,095 Inventories 12,827 Assets held for sale - Other current assets 1,436 ------- TOTAL CURRENT ASSETS 25,787 ------- Investments and notes receivable, net - Investment in direct financing leases - ------- Net property and equipment 2,283 ------- Other assets 31 ------- TOTAL ASSETS $28,101 ------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 5,482 Liabilities held for sale - Other current liabilities 67 ------- TOTAL CURRENT LIABILITIES 5,549 ------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 5,467 Net intercompany due to (from) 17,084 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - ------- TOTAL SHAREHOLDERS' EQUITY $ - ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $28,101 ------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 5,467 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 5,467
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF PIGGLY WIGGLY COMPANY JANUARY 31, 2004 --------------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 461 Inventories - Assets held for sale - Other current assets - ----- TOTAL CURRENT ASSETS 461 ----- Investments and notes receivable, net - Investment in direct financing leases - ----- Net property and equipment - ----- Other assets - ----- TOTAL ASSETS $ 461 ----- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 149 Liabilities held for sale - Other current liabilities - ----- TOTAL CURRENT LIABILITIES 149 ----- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 319 Net intercompany due to (from) (8) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - ----- TOTAL SHAREHOLDERS' EQUITY $ - ----- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 461 ----- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 319 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ----- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 319
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF PROGRESSIVE REALTY, INC. JANUARY 31, 2004 ------------------------ ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net - Inventories - Assets held for sale - Other current assets - ----- TOTAL CURRENT ASSETS - ----- Investments and notes receivable, net - Investment in direct financing leases - ----- Net property and equipment - ----- Other assets - ----- TOTAL ASSETS $ - ----- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - Liabilities held for sale - Other current liabilities 301 ----- TOTAL CURRENT LIABILITIES 301 ----- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 9 Net intercompany due to (from) (311) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - ----- TOTAL SHAREHOLDERS' EQUITY $ - ----- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ - ----- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 9 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - ----- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 9
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RAINBOW FOOD GROUP, INC. JANUARY 31, 2004 ------------------------ ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 4,947 Inventories - Assets held for sale - Other current assets 23 -------- TOTAL CURRENT ASSETS 4,970 -------- Investments and notes receivable, net - Investment in direct financing leases - -------- Net property and equipment - -------- Other assets 79 -------- TOTAL ASSETS $ 5,049 -------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 680 Liabilities held for sale - Other current liabilities 43 -------- TOTAL CURRENT LIABILITIES 723 -------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 19,833 Net intercompany due to (from) (15,507) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - -------- TOTAL SHAREHOLDERS' EQUITY $ - -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 5,049 -------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 19,833 Closed store reserves - Other liabilities - Pension obligation - Taxes payable - -------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 19,833
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RETAIL INVESTMENTS, INC. JANUARY 31, 2004 ----------------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net - Inventories - Assets held for sale - Other current assets (3) --- TOTAL CURRENT ASSETS (3) --- Investments and notes receivable, net - Investment in direct financing leases - --- Net property and equipment - --- Other assets - --- TOTAL ASSETS $(3) --- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $(0) Liabilities held for sale - Other current liabilities - --- TOTAL CURRENT LIABILITIES (0) --- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise - Net intercompany due to (from) (3) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - --- TOTAL SHAREHOLDERS' EQUITY $ - --- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $(3) --- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable - Closed store reserves - Other liabilities - Pension obligation - Taxes payable - --- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ -
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RFS MARKETING SERVICES, INC. JANUARY 31, 2004 ---------------------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net - Inventories - Assets held for sale - Other current assets 1 --- TOTAL CURRENT ASSETS 1 --- Investments and notes receivable, net - Investment in direct financing leases - --- Net property and equipment - --- Other assets 31 --- TOTAL ASSETS $32 --- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $11 Liabilities held for sale - Other current liabilities 10 --- TOTAL CURRENT LIABILITIES 21 --- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise - Net intercompany due to (from) 10 SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - --- TOTAL SHAREHOLDERS' EQUITY $ - --- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $32 --- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable - Closed store reserves - Other liabilities - Pension obligation - Taxes payable - --- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ -
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)
AS OF RICHMAR FOODS, INC. JANUARY 31, 2004 ------------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ - Receivables, net 8,523 Inventories - Assets held for sale - Other current assets 1,050 ------- TOTAL CURRENT ASSETS 9,573 ------- Investments and notes receivable, net - Investment in direct financing leases - ------- Net property and equipment - ------- Other assets - ------- TOTAL ASSETS $ 9,573 ------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,079 Liabilities held for sale - Other current liabilities 1,567 ------- TOTAL CURRENT LIABILITIES 2,647 ------- Long-term debt - Long-term obligations under capital leases - Other liabilities - Liabilities subject to compromise 9,511 Net intercompany due to (from) (2,585) SHAREHOLDERS' EQUITY: Common stock, $2.50 par value per share - Capital in excess of par value - Reinvested earnings (deficit) - Accumulated other comprehensive income: Additional minimum pension liability - Cumulative foreign currency translation adjustment - ------- TOTAL SHAREHOLDERS' EQUITY $ - ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 9,573 ------- LIABILITIES SUBJECT TO COMPROMISE Debt and notes payable $ - Accounts payable 7,396 Closed store reserves - Other liabilities 2,115 Pension obligation - Taxes payable - ------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 9,511
NOTES [1] Refer to Fleming Companies, Inc. & Subsidiaries Balance Sheet for all financial statement footnotes. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 (DOLLARS IN 000'S) STATUS OF POSTPETITION TAXES The beginning tax liability should be the ending liability from the prior month or, if this is the first report, the amount should be zero.
BEGINNING AMOUNT ENDING TAX WITHHELD OR AMOUNT TAX FLEMING[9] LIABILITY ACCRUED PAID [9] LIABILITY - ---------- --------- ----------- -------- --------- FEDERAL Payroll Taxes [1] $ - $ - $ - $ - Income [10] $ 37 - 164 201 TOTAL FEDERAL TAXES $ 37 $ - $ 164 $ 201 STATE AND LOCAL Payroll Taxes [1] $ - $ - $ - $ - Sales [2] $ 1,020 - (49) 971 Excise [2] $ - - - - Real & Personal Property [3] $ 2,441 - - 2,441 Cigarette & Tobacco [4] $ - - - - Franchise [2] $ 456 - (45) 411 Total State and Local $ 3,917 $ - $ (94) $ 3,823 --------- ------- ---------- --------- TOTAL TAXES $ 3,954 $ - $ 70 $ 4,024 --------- ------- ---------- ---------

BEGINNING AMOUNT ENDING TAX WITHHELD OR AMOUNT TAX CORE-MARK[9] LIABILITY ACCRUED PAID LIABILITY - ------------ --------- ----------- -------- --------- FEDERAL Payroll Taxes [1] $ (851) $ 5,181 $ (3,021) $ 1,309 Income [10] $ 237 - - 237 TOTAL FEDERAL TAXES $ (614) $ 5,181 $ (3,021) $ 1,546 STATE AND LOCAL Payroll Taxes [1] $ (159) $ 745 $ (400) $ 186 Sales $ 12 26 (27) 11 Excise $ 226 164 (91) 299 Real & Personal Property [3] $ 640 125 (8) 757 Cigarette & Tobacco $ 49,505 71,777 (90,832) 30,450 Other: GST [5] $ 1,800 1,932 - 3,732 Other: Spokane & Portland B&O Tax [6] $ 110 58 (116) 52 Total State and Local $ 52,134 $ 74,827 $ (91,474) $ 35,487 --------- --------- ---------- --------- Total Taxes $ 51,520 $ 80,008 $ (94,495) $ 37,034 --------- --------- ---------- ---------
SUMMARY OF UNPAID POSTPETITION DEBTS
FLEMING ACCOUNTS PAYABLE AGING (IN THOUSANDS) AMOUNT - --------------------------------------------- -------- Current $ - 0 - 30 days [7] 94,193 31 - 60 days - 61 - 90 days - 91+ days - -------- Total Accounts Payable [8] $ 94,193 --------

CORE-MARK ACCOUNTS PAYABLE AGING (IN THOUSANDS) Amount - --------------------------------------------- --------- Current $ - 0 - 30 days [7] 111,107 31 - 60 days - 61 - 90 days - 91+ days - --------- Total Accounts Payable [8] $ 111,107 ---------
EXPLAIN HOW AND WHEN THE DEBTOR INTENDS TO PAY ANY PAST-DUE POSTPETITION DEBTS. Fleming Companies, Inc. and its related subsidiaries do not have material past due postpetition debts. However, those debts that are past due will be paid through the ordinary course of business. Further, Fleming Companies, Inc. anticipates it will incur certain contract cure costs related to those contracts assigned to C&S Wholesale Grocers, Inc. as a result of the sale of Fleming Companies, Inc.'s wholesale grocery operations. NOTES - ----- [1] Payroll taxes include all employer and employee payroll related items withheld and accrued. [2] Sales, Excise and Franchise postpetition taxes are calculated by adding to the December balance the net accrual increase/decrease in the period ending January 31st. [3] Fleming's postpetition real and personal property taxes include 275/365 of 2003 (April 2003 through December 2003) taxes and 2004 taxes. Additionally, Core-Mark's real and personal property taxes excludes Plymouth as it is included in Fleming. All other Eastern divisions are included in Core-Mark. [4] There is no longer an accrual or expense related to cigarette and tobacco taxes as all the applicable Fleming entities have been closed or sold. [5] GST refers to Canadian Goods and Service Taxes. [6] B&O tax refers to Business and Occupational taxes for Spokane and Portland only. [7] Fleming and Core-Mark were unable to provide an Accounts Payable Aging. Therefore, Accounts Payable is shown as 30 days old. Core-Mark's aging includes Head and Minter-Weisman and Fleming's includes the four convenience divisions that are part of Fleming Companies, Inc. [8] Accounts Payable per the Balance Sheet includes trade accounts payable and other accrued expenses. See footnote [2] on Form MOR-5. [9] Amount Paid represents amounts paid, amounts received and other adjustments during the period. [10] The Federal Income Tax category includes balances and activity for both Federal and State. FORM MOR - 4 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 (DOLLARS IN 000'S) ACCOUNTS RECEIVABLE AGINGS
FLEMING ACCOUNTS RECEIVABLE AGING [1] [2] AMOUNT - ----------------------------------------- --------- Not Due $ 9,949 Current 5,119 1 - 7 days old 724 8 - 14 days old 724 15 - 21 days old 724 + Over 21 days 341,211 Credits Over 21 days [7] - Total Accounts Receivable $ 358,451 Amount considered uncollectible (Bad Debt) [3] (79,520) Accounts Receivable (Net) $ 278,931

CORE-MARK ACCOUNTS RECEIVABLE AGING [1] [4] AMOUNT - ------------------------------------------- --------- Current $ 170,758 1 - 30 days old 14,400 31 - 45 days old 974 40 - 60 days old 544 61 - 90 days old 650 91 - 120 days old 52 + Over 120 days 5,226 Total Accounts Receivable $ 192,604 Amount considered uncollectible (Bad Debt) [3] (4,069) Accounts Receivable (Net) $ 188,535
DEBTOR QUESTIONNAIRE
MUST BE COMPLETED EACH MONTH YES NO - ---------------------------- --- -- 1. Have any assets been sold or transferred outside the normal course of business this reporting period? X If yes, provide an explanation below.[5] 2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? X If yes, provide an explanation below. 3. Have all postpetition tax returns been timely filed? If no, provide an explanation below. [7] X 4. Are workers compensation, general liability and other necessary insurance coverages in effect? X If no, provide an explanation below.
NOTES - ----- [1] Of the Core-Mark's 7 Eastern divisions ("Fleming 7"), Core-Mark's accounts receivable aging includes Head and Minter-Weisman and Fleming's accounts receivable aging includes the four convenience divisions that are part of Fleming Companies, Inc. Four of the seven divisions were closed in 2003. In cases where detail accounts receivable amounts are not available, the amount is allocated to the aging brackets based on each brackets percentage of the total aged accounts receivable amount. [2] In addition to the aging of customer accounts receivable, a large portion of the Fleming receivable balance is from reclassifying vendor deductions from accounts payable, which has been listed as over 21 days. No amount has currently been reserved for these receivables from vendors. Also included in accounts receivable are royalties related to the sale of the wholesale business, which have been listed as "not due". [3] Amount considered uncollectible (Bad Debt) is per the general ledger for all entities as of January 31, 2004. [4] Core-Mark's Accounts Receivable data is for Core-Mark's month ended January 31, 2004. Further, Core-Mark's Accounts Receivable Aging total differed from the general ledger total due to timing differences and adjustments, including reclassifying vendor deductions from accounts payable. The receivable balance not supported by an aging was listed as current. No amount has currently been reserved for receivables from vendors. [5] During the month of January, Fleming sold stock held as an investment and other miscellaneous assets totaling approximately $513 thousand. [6] Due to changes in the operating system, the dollar amount of credits that are included in the total aged accounts receivable balance is not available. [7] The 2003 Annual Nebraska Sales Tax Return, for the LaCrosse product supply center, was not timely filed, but will be filed in March 2004. FORM MOR-5 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 1/01/04 - 1/31/04 If additional information is required for the current or any future Monthly Operating Reports, please send the request to Rebecca A. Roof at Fleming Companies (1945 Lakepointe Dr.; Lewisville, TX 75057). Ernst & Young LLP 2121 San Jacinto Street, Suite 1500 Dallas Office Dallas TX 75201 Phone (214) 969-8000 Facsimile (214) 969-9770 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: JANUARY 1, 2004 TO JANUARY 31, 2004 TAX AFFIDAVIT By order of this Court dated May 6, 2003, Ernst & Young (E&Y) has been retained to provide certain tax services to the Debtors (the "Tax Services"). E&Y provided the Tax Services pursuant to the terms and conditions set forth in the engagement letter attached hereto as Ex. A which was allowed under the May 6, 2003 Bankruptcy Court Order of E&Y retention. Pursuant to this retention order, E&Y assists the Debtor with the following tax services during the reporting period on behalf of Fleming Companies, Inc. and affiliates ("the Debtor"): - Prepare certain federal income, state income, state franchise, gross receipts and net worth tax returns and provide them to management of the Debtor for signature; - Prepare certain sales, excise, and use tax returns for U.S., state and local governments and provide them to management of the Debtor for filing; - Provide certain property tax returns prepared by third party consultants to management of the Debtor for filing; - Prepare certain property tax returns and provide them to management of the Debtor for filing; and - Update a tax filing calendar for certain income, franchise, sales and use, cigarette, tobacco, and other miscellaneous taxes, and business license filings and provide it to Debtor's management for review and approval. The Debtor's management is responsible for establishing and maintaining its tax system and procedures. During the reporting period, the following returns were not timely filed due to incomplete information and/or inability for accounts payable to print checks needed to remit with the return at the time the returns were due. These returns have subsequently been filed with the appropriate jurisdictions. 2003 Annual Nebraska Sales Tax Return--LaCrosse PSC Division. Original due date January 15, 2004. To the best of my knowledge, E&Y has completed the above mentioned activities related to the tax returns covered by the engagement letter which are required to be prepared or filed by the Fleming Companies, Inc. and its affiliates during the reporting period referenced above. March 5, 2004 /s/ Lisa P. Shield - ------------- --------------------------------- Date Lisa P. Shield, Partner ~~-----END PRIVACY-ENHANCED MESSAGE-----~~

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Table of Contents

(a)		Financial statements of businesses acquired.

		Not applicable

(b)		Pro forma financial information.

		Not applicable

(c)		Exhibits.