EX-99.1 2 d17748exv99w1.txt MONTHLY OPERATING REPORT 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: 6/01/04 - 6/30/04 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.

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 8/12/2004 ------------------------ ------------------------------- Printed Name of Responsible Party Date: August 12, 2004 ON JULY 26, 2004, THE BANKRUPTCY COURT CONFIRMED THE DEBTORS' AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS' THIRD AMENDED AND REVISED JOINT PLAN OF REORGANIZATION (THE "PLAN"). ALTHOUGH THE BANKRUPTCY COURT ENTERED THE ORDER CONFIRMING THE PLAN (THE "CONFIRMATION ORDER") ON JULY 27, 2004, THE PLAN IS NOT YET EFFECTIVE. THE PLAN AND THE CONFIRMATION ORDER CONTAIN CERTAIN CONDITIONS PRECEDENT TO THE OCCURRENCE OF THE EFFECTIVE DATE OF THE PLAN, UNLESS WAIVED PURSUANT TO THE PLAN. IT IS ANTICIPATED THAT THE EFFECTIVE DATE OF THE PLAN WILL BE IN MID-AUGUST. THE PLAN PROVIDES FOR THE REORGANIZATION OF THE DEBTORS CENTERED AROUND THE FLEMING CONVENIENCE STORE DISTRIBUTION OPERATIONS THROUGH THE FORMATION OF A NEW DELAWARE CORPORATION, CORE-MARK HOLDING COMPANY, INC. ADDITIONALLY, THE DEBTORS' REMAINING ASSETS AND LIABILITIES NOT RELATED TO THE CONVENIENCE OPERATION WILL BE TRANSFERRED TO EITHER A POST-CONFIRMATION TRUST, PURSUING CAUSES OF ACTION AND RECONCILING AND PAYING CLAIMS, OR A RECLAMATION CREDITORS' TRUST, WHICH WILL HAVE SIMILAR RESPONSIBILITIES AND RIGHTS WITH RESPECT TO RECLAMATION CREDITORS. FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 06/01/04 - 06/30/04 NOTES TO THE MONTHLY OPERATING REPORT General The report includes activity from the following Debtors and related Case Numbers [1] [2] [3] [4]

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., Choteau Development Company, LLC, etc.). FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 06/01/04 - 06/30/04 WEEKLY RECEIPTS AND DISBURSEMENTS [1] (DOLLARS IN 000'S)

DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT PERIOD COLUMN) TOTAL DISBURSEMENTS $(322,495) 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 $(322,495)

NOTES [1] Weekly Receipts and Disbursements include both Core-Mark and Fleming for the current month. Week one contains four business days and week five contains three business days. [2] This Monthly Operating report (including the periods covering April 1, 2003 through May 31, 2004 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] $9.1 million of pre-petition debt was paid down as follows: Revolver $3.8 million, Term $3.9 million, and $1.4 million was set aside to collateralize letters of credit FORM MOR - 1A FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 06/01/04 - 06/30/04 CASH DISBURSEMENTS BY PETITIONING ENTITY [1] (DOLLARS IN 000'S)

NOTES [1] Employee and Payroll disbursements for the current period, per the Weekly Receipts and Disbursements schedule, were $1.1 million for Fleming Companies, Inc. and $11.7 million for Core-Mark Interenational, 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 the current month and for 04/01/03 through the current month for the Cumulative Filing to Date. FORM MOR - 1B FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 06/01/04 - 06/30/04 BANK ACCOUNT INFORMATION

FORM MOR - 1C FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 06/01/04 - 06/30/04 STATEMENT OF OPERATIONS (UNAUDITED) (DOLLARS IN 000'S)

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 the current month 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: 06/01/04 - 06/30/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)

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: 06/01/04 - 06/30/04 STATEMENT OF OPERATIONS (UNAUDITED) [1] (DOLLARS IN 000'S)

FORM MOR - 3 LIABILITIES SUBJECT TO COMPROMISE [4] [5] Debt and notes payable [7] [8] $ 1,532,953 Accounts payable [9] [13] [14] 431,980 Damage estimates for closed and rejected leases [10] 148,553 Other liabilities [9] [15] 38,034 Pension obligation [11] 258,354 Taxes payable [9] [16] 17,923 -------------- TOTAL LIABILITIES SUBJECT TO COMPROMISE $ 2,427,797

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 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 by Fleming for receivables from vendors. Fleming continues to evaluate the recoverability of its customer accounts receivable. [3] Assets Held for Sale is comprised of assets from closed convenience divisions. [4] Liabilities Subject to Compromise is comprised of prepetition long-term debt, accounts payable, damage estimates for closed and rejected leases, 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 has paid certain prepetition liabilities and continues to reconcile these payments against Liabilities Subject to Compromise. [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 balances as of the current month end. [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] Damage estimates for closed and rejected leases are current end of month balances. [11] 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. On June 1, 2004, the Court approved a settlement between the Company and the PBGC related to the Fleming Consolidated Pension Plan. The settlement becomes effective on the Effective Date of Fleming's Plan of Reorganization. The terms of the settlement call for the PBGC to receive an Allowed Administrative Claim of $2.0 million, an Allowed Other Priority Non-Tax Claim of $750 thousand, and an Allowed General Unsecured Claim of $200 million. The amounts necessary to adjust the pension accrual to the settlement amount was made in April and reflected in the April Statement of Operations. [12] Cash and cash equivalents includes restricted cash related to the collateralization of prepetition letters of credit totaling approximately $68 million. [13] Fleming has reached agreement in principle with the lead plaintiffs representing a class of vendors who provided goods directly to third party retailers prior to April 1, 2003 and for which remittances had allegedly been collected by Fleming but not turned over to the vendors (DSD vendors). The settlement amount is $17.5 million. An adjustment was made in April, and reflected in the April Statement of Operations, to the liability subject to compromise account to reflect the settlement amount. Final approval was received for the $17.5 million settlement and funds were disbursed in July 2004. CORE-MARK ENTITIES [14] Accounts payable includes trade payables and accrued expenses. Accounts payable represents a review of the accounts payable trial balance. See also footnote 2 above. [15] Other liabilities, which include accrued compensation, other current liabilities and other long-term liabilities, represent a review of the applicable balance sheet account. [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: 06/01/04 - 06/30/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)

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. On June 1, 2004, the Court approved a settlement between the Company and the PBGC related to the Fleming Consolidated Pension Plan. The settlement becomes effective on the Effective Date of Fleming's Plan of Reorganization. The terms of the settlement call for the PBGC to receive an Allowed Administrative Claim of $2.0 million, an Allowed Other Priority Non-Tax Claim of $750 thousand, and an Allowed General Unsecured Claim of $200 million. The amounts necessary to adjust the pension accrual to the settlement amount was made in April and reflected in the April Statement of Operations. [3] Cash and cash equivalents includes restricted cash related to the collateralization of prepetition letters of credit totaling approximately $68 million. FORM MOR - 3 FLEMING COMPANIES, INC. ET AL. CASE NOS. 03-01944 - 03-10973 (MFW JOINTLY ADMINISTERED) REPORTING PERIOD: 06/01/04 - 06/30/04 BALANCE SHEET (UNAUDITED) [1] (DOLLARS IN 000'S)

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: 06/01/04 - 06/30/04 (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.

SUMMARY OF UNPAID POSTPETITION DEBTS

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 previous months balance the net accrual increase or decrease in the current month. [3] Fleming's postpetition real and personal property tax amounts are reviewed on an continuing basis and the Company anticipates additional adjustments will be made in future periods. 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: 06/01/04 - 06/30/04 (DOLLARS IN 000'S) ACCOUNTS RECEIVABLE AGINGS

DEBTOR QUESTIONNAIRE

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 the aging of detail accounts receivable amounts are not available, the amount is allocated to the aging brackets. [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 the end of the current month. [4] 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. [5] 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: 06/01/04 - 06/30/04 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 (15150 Preston Road, Suite 240; Dallas, TX 75248). 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: JUNE 1, 2004 TO JUNE 30, 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, 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. July 21, 2004 /s/ Lisa Shield Vines ------------------------ -------------------------- Date Lisa Shield Vines, Partner

FLEMING COMPANIES INC /OK/ 8-K