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Fleming Reports Second Quarter Adjusted Earnings Up 60%

    DALLAS, Aug. 1 /PRNewswire/ -- Fleming Companies, Inc. (NYSE: FLM) today
reported a 59.7 percent increase in second quarter 2001 net earnings to
$22.4 million, or $0.46 per share, after adjustments to exclude strategic plan
charges and one-time items, compared to $14.0 million, or $0.35 per share, in
the second quarter of 2000.  Second quarter adjusted operating earnings of
$66.1 million increased 20.5 percent from $54.9 million in the prior year.
    "Fleming's strategy of high volume, low-cost operations supported with the
scale and efficiencies generated by central procurement and Fleming's low-cost
pursuit programs -- a strategy that is unique among our peers -- is producing
outstanding and sustainable growth," said Mark S. Hansen, chairman of the
board and chief executive officer of Fleming.  "What makes this quarter
particularly impressive is that we achieved a 31 percent increase in quarterly
earnings per share even as our diluted share count increased by more than
25 percent over last year.  On a comparable share count basis, our earnings
per share would have jumped 60 percent from $0.35 per share last year to
$0.56 per share in 2001's second quarter."
    Total company net sales for the 12-week second quarter were $3.45 billion,
compared to $3.29 billion in the prior year. Distribution segment net sales
increased 16.4% to $2.94 billion, up from $2.53 billion in the prior year. "We
are very pleased with the breadth of our distribution sales growth.
Approximately one-half of the distribution sales growth was attributable to
continued growth of the conventional and alternative retail formats we serve,
including independent supermarket operators, self-distributing grocery chains,
convenience stores, supercenters, and ethnic retailers. The balance was
attributable to incremental Kmart business resulting from our alliance
announced earlier this year. Our national footprint of distribution centers
has created a compelling offering for customers large and small from coast to
coast."
    Fleming completed the planned strategic divestiture of the last of its
conventional retail stores during the quarter, positioning the company
entirely in price-impact food stores (Food4Less and Rainbow Foods) and limited
assortment opening-price-point stores (Yes!Less).  In total, 237 conventional
retail stores have been sold or closed since the first quarter of 1999.
Comparable store sales for continuing operations were up 1.3 percent for the
quarter.
    As noted above, consolidated second quarter adjusted operating earnings
increased in excess of 20 percent. Adjusted distribution earnings increased
36.6 percent to $102.3 million (3.47 percent of sales) from $74.9 million
(2.96 percent of sales). Adjusted retail earnings improved 3.7 percent to
$21.6 million (4.23 percent of sales) from $20.8 million (2.73 percent of
sales).
    Distribution segment adjusted results were predominantly influenced by
higher sales and the resulting increase in gross margins (5.10 percent of
sales this year compared to 4.76 percent of sales in the prior year). "The
power of scale was clearly evident in the distribution segment's second
quarter performance," noted Mr. Hansen. "By aggregating our existing sales
with incremental volume, our centralized procurement team could negotiate even
more effectively.  At the same time, our warehouse operations teams leveraged
the higher volumes flowing through our distribution centers to lower overall
warehouse labor costs per case, improve productivity, and increase
efficiencies. Together, these factors helped us improve the distribution
segment gross margin by 34 basis points." Adjusted EBITDA increased 35.2
percent to $130.9 million, or 4.44 percent of sales, from $96.8 million, or
3.83 percent of sales, in the prior year.
    Retail segment adjusted results reflected the company's move to its
successful price-impact operations. With fewer stores in operation, total
sales declined to $510.2 million from $761.1 million. Gross margins declined
to 22.29 percent of sales from 23.33 percent of sales, mirroring the lower
overall pricing position of the company's Food4Less and Rainbow Foods stores.
More than offsetting the lower gross margins, however, were significantly
reduced selling and administrative expenses, which declined to 19.94 percent
of sales from 22.49 percent of sales in the prior year's second quarter.  The
EBITDA margin increased to 6.53 percent of sales from 5.08 percent of sales in
the previous year.  Commenting on the retail segment results, Mr. Hansen said,
"We have a laser-like focus on price-impact retail. We are solely committed to
stores with high volumes and low costs, a strategy that fits hand-in-glove
with our supply chain operations.  Importantly, because our distribution
centers have a national footprint, it gives us a nationwide opportunity to
grow this very successful retail concept." Fleming reaffirmed its stated
growth plan of operating 130 price-impact stores by the end of 2003. The
company added seven price-impact and one limited assortment store during the
quarter and began the process of transitioning ten Milwaukee-area stores to
the price-impact format. During the quarter the company also realigned its
retail stores to coordinate with, and be supported by, Fleming's central
procurement operations.  This move is expected to further reduce product costs
and provide unique merchandising opportunities developed specifically for
Fleming's price-impact stores.
    Selling and administrative adjusted expenses attributable to the company's
support services totaled $52.5 million in the second quarter. Comprised
primarily of salaries and expenses related to centralized procurement and
backoffice operations (including centralized accounting, information
technology, and human resources functions), the company believes that the move
to centralization is substantially complete. "We are nearly complete with the
transition of buyers to our central procurement facility in Lewisville,
Texas," said Mr. Hansen. "Approximately 80 percent of our total procurement
needs are being addressed centrally and 20 percent locally. We believe this
makes our Lewisville facility the second-highest volume consumer packaged
goods procurement office in the nation and a very important point of business
for the vendor community."
    Total company adjusted EBITDA increased to $107.1 million in the second
quarter, compared to $102.6 million in the prior year's comparable quarter.
    Interest expense declined significantly in the second quarter compared to
the same period in the prior year resulting primarily from lower average
interest rates. Interest income fell compared to the prior year from reduced
customer receivable balances and other interest-bearing receivables.
    Similar to the first quarter, strategic plan charges were down
substantially in the second quarter and totaled $13.7 million pre-tax compared
to $46.3 million pre-tax in the prior year's second quarter. The company
continues to expect a total of approximately $20 million in strategic plan
charges in 2001, compared to $309 million in 2000.
    Unadjusted, the company had net earnings for the 12-week second quarter of
$7.5 million, or $.16 per share.
    The company confirmed its guidance for 2001 projected adjusted earnings of
$1.96 per share.  This guidance recognizes the higher share count for the year
and represents over 45 percent growth in adjusted earnings compared to the
prior year, a 53-week year.

    Conference Call and Webcast
    A teleconference and webcast to review the second quarter's results will
be held on Wednesday, August 1, 2001, at 10:00 a.m. Central Standard Time. To
access the call, dial in to the conference line at 913.981.4900.  Interested
parties may listen to the conference call over the Internet on the company's
website at http://www.fleming.com .  Additionally, the teleconference will be
available for replay until August 15, 2001 at 5:00 p.m. Central Standard Time
by dialing 402.280.9273, confirmation code 422087.

    About Fleming Companies, Inc.
    Fleming is an industry leader in distribution and has a growing presence
in price-impact retail. Fleming's primary business is buying and selling
merchandise. Through our distribution group, we distribute products to
customers that operate approximately 3,000 supermarkets, 5,000 convenience
stores, and more than 2,000 supercenters, discount, limited assortment, drug,
specialty, and other stores across the United States.

    Other Accomplishments and Milestones

    Distribution:
    -- Acquired convenience store distributor Minter-Weisman, with total
       annualized sales of approximately $400 million. This represents another
       significant step in Fleming's growth in the estimated $45 billion
       convenience store supply market.
    -- Added over $650 million in gross annualized new business in the
       distribution segment through the first two quarters of 2001, in
       addition to Kmart and Minter-Weisman.
    -- Added two new convenience store customers -- Prima Marketing and
       Quarles Food Stores -- representing a combined 100 retail locations.
    -- Entered into a supply agreement with L&L Food Centers for its 11
       supermarkets in Michigan. Distribution commences this month.
    -- Began distribution of Fleming's value brand store label -- Exceptional
       Value(R) -- with more than 200 SKUs in the assortment and approximately
       70 more currently in development, aimed at serving the most price-
       focused consumer. Transition from the Rainbow(R) brand to the
       Exceptional Value brand will conclude in the third quarter.
    -- Opened a new distribution center in Ft. Wayne, Indiana and secured a
       warehouse location in South Brunswick, New Jersey, which will be
       operational in the third quarter.
    -- Agreed to purchase real estate and inventory from Furr's Supermarkets,
       Inc. -- up to 66 stores in West Texas and New Mexico. Our intention is
       for the majority of the locations to be owned and operated by third
       party chains or independents, which would provide additional
       distribution opportunities for our Lubbock Division. Fleming intends to
       own and operate up to ten locations, which would be converted to its
       price-impact format.

    Retail:
    -- Completed the acquisition of the seven-store Whitco Food4Less group in
       California, bringing Fleming's total Food4Less operations to 38 stores.
    -- Continued the development of Fleming's opening-price-point retail
       concept, Yes!Less, with a significant remerchandising effort, a broader
       perishables assortment, and a reformatted merchandising strategy that
       includes more items priced at $1 and less. Also opened a new store in
       the Dallas metropolitan area, which has achieved sales volumes far
       greater than prior store openings.

    Other:
    -- Diluted shares outstanding increased by over 25 percent primarily due
       to the sale of common stock to an affiliate of The Yucaipa Companies
       (3.8 million shares), the issuance of $150 million of convertible debt
       securities (5.0 million shares), and "in the money" stock options and
       other shares related to associate benefits (2.7 million shares).

    Safe-Harbor Statement
    This release, including the attached tables, includes forward-looking
statements that (a) project or offer guidance regarding earnings, revenues, or
other financial results, (b) depend on future events for their accuracy, or
(c) rely upon projections and assumptions which may prove to be inaccurate.
The projections were not prepared with a view to compliance with the
guidelines established by the American Institute of Certified Public
Accountants regarding projections. These forward-looking statements and the
company's business and prospects are subject to a number of factors that could
cause actual results to differ materially, including: the ability to achieve
the expected synergies and anticipated cost savings from the Kmart alliance;
unanticipated transition and start-up costs related to the Kmart alliance; the
ability to obtain capital or obtain it on acceptable terms; unanticipated
problems with product procurement; adverse effects of the changing industry
environment and increased competition; sales declines and loss of customers;
exposure to litigation and other contingent losses; unanticipated charges
related to the strategic initiatives plan or failure to achieve the expected
results of such plan; the inability to integrate acquired companies and to
achieve operating improvements at those companies; increases in labor costs
and disruptions in labor relations with union bargaining units representing
the company's employees; and negative effects of the company's substantial
indebtedness and the limitations imposed by restrictive covenants contained in
the company's debt instruments. These and other risk factors are described in
the company's Securities and Exchange Commission reports, including but not
limited to the 10-K Report for the 2000 fiscal year.  The company undertakes
no obligation to update forward-looking statements to reflect developments or
information obtained after the date hereof.

                         (Tables 1 through 5 follow)


     Fleming Companies, Inc. (NYSE: FLM)
     Consolidated Condensed
     Statements of Operations

            For the 12 weeks ended July 14, 2001, and July 8, 2000
                   (In thousands, except per share amounts)

                                                        2001
                                         Reported    Adjustments   Adjusted
                                                         (A)
    Net sales                           $3,457,279     ($2,988)   $3,454,291
      % change                                                           5.0%

    Costs and expenses:
      Cost of sales                      3,193,922     (11,806)    3,182,116
      Selling and administrative           222,692     (16,638)      206,054
      Interest expense                      34,435                    34,435
      Interest income                       (5,788)                   (5,788)
      Equity investment results               (279)                     (279)
      Impairment/restructuring charge         (117)        117           ---

        Total costs and expenses         3,444,865     (28,327)    3,416,538

    Income (loss) before taxes              12,414      25,339        37,753
    Taxes on income (loss)                   4,894      10,419        15,313

    Net income (loss)                       $7,520     $14,920       $22,440
      % change                                                          59.7%

    Basic and diluted income (loss) per
     share:
      Basic                                  $0.17       $0.35         $0.52
      Diluted                                $0.16       $0.30         $0.46
        % change                                                        31.4%
    Weighted average shares outstanding:
      Basic                                 43,276                    43,276
      Diluted                               46,538                    51,493


    Additional information:
      Depreciation                         $31,849                   $31,849
      Goodwill amortization                 $4,935                    $4,935
      Diluted EPS excluding goodwill
       amortization                                                    $0.54
        % change                                                        12.5%
      Operating earnings                                             $66,121
        % change                                                        20.5%

     (A)  Adjustments relating to the strategic plan, which was announced in
          December 1998, totaled $13.7 million in 2001 compared to
          $46.3 million in 2000.  Charges include non-cash impairments or
          impairment adjustments of asset values and cash restructuring costs
          for severance, lease termination, real estate disposition costs for
          discontinued operations and other related expenses.  The one-time
          adjustment for 2001 is an $11.6 million charge from litigation
          settlements.  There were no one-time adjustments for 2000.


     Fleming Companies, Inc. (NYSE: FLM)
     Consolidated Condensed
     Statements of Operations

            For the 12 weeks ended July 14, 2001, and July 8, 2000
                   (In thousands, except per share amounts)

                                                        2000

                                         Reported    Adjustments   Adjusted
                                                         (A)
    Net sales                           $3,289,878      $1,474    $3,291,352
      % change

    Costs and expenses:
      Cost of sales                      2,998,624     (21,658)    2,976,966
      Selling and administrative           261,374      (1,861)      259,513
      Interest expense                      38,447                    38,447
      Interest income                       (9,340)                   (9,340)
      Equity investment results              1,694        (256)        1,438
      Impairment/restructuring charge       21,013     (21,013)          ---

        Total costs and expenses         3,311,812     (44,788)    3,267,024

    Income (loss) before taxes             (21,934)     46,262        24,328
    Taxes on income (loss)                  (8,585)     18,866        10,281

    Net income (loss)                     ($13,349)    $27,396       $14,047
      % change

    Basic and diluted income (loss) per
     share:
      Basic                                 ($0.35)      $0.71         $0.36
      Diluted                               ($0.35)      $0.70         $0.35
        % change
    Weighted average shares outstanding:
      Basic                                 38,576                    38,576
      Diluted                               38,576                    40,009


    Additional information:
      Depreciation                         $33,483     ($1,917)      $31,566
      Goodwill amortization                 $4,772                    $4,772
      Diluted EPS excluding goodwill
       amortization                                                    $0.48
        % change
      Operating earnings                                             $54,873
        % change

     (A)  Adjustments relating to the strategic plan, which was announced in
          December 1998, totaled $13.7 million in 2001 compared to $46.3
          million in 2000.  Charges include non-cash impairments or impairment
          adjustments of asset values and cash restructuring costs for
          severance, lease termination, real estate disposition costs for
          discontinued operations and other related expenses.  The one-time
          adjustment for 2001 is an $11.6 million charge from litigation
          settlements.  There were no one-time adjustments for 2000.


     Fleming Companies, Inc. (NYSE: FLM)
     Segment Information
     Income (Loss)

            For the 12 weeks ended July 14, 2001, and July 8, 2000
                   (In thousands, except per share amounts)

                                                         2001

                                         Reported    Adjustments   Adjusted
    Distribution

      Gross sales  (B)                  $3,207,691       $(946)   $3,206,745
      Intersegment elimination  (B)       (262,703)        ---      (262,703)

        Net sales  (B)                  $2,944,988       $(946)   $2,944,042
          % change                                                      16.4%

        Gross margin                      $161,958      $1,716      $163,674
          % of distribution gross sales                                 5.10%
        Selling and administrative         (52,207)        421       (51,786)
          % of distribution gross sales                                -1.61%
        Intersegment elimination            (9,585)        ---        (9,585)

          Operating earnings              $100,166      $2,137      $102,303
            % of distribution net sales                                 3.47%
            % change                                                    36.6%

          EBITDA                          $122,202      $8,656      $130,858
            % of distribution net sales                                 4.44%
            % change                                                    35.2%


     Retail

      Net sales                           $512,291     $(2,042)     $510,249
        % change                                                       -33.0%

      Gross margin                        $106,928      $6,798      $113,726
        % of retail sales                                              22.29%
      Selling and administrative          (106,068)      4,324      (101,744)
        % of retail sales                                             -19.94%
      Intersegment profit                    9,585         ---         9,585

        Operating earnings                 $10,445     $11,122       $21,567
           % of retail sales                                            4.23%
           % change                                                      3.7%

        EBITDA                             $29,442      $3,891       $33,333
           % of retail sales                                            6.53%
           % change                                                    -13.8%


     Support Services

      Gross margin                         $(5,529)       $304       $(5,225)
        % of total company sales                                       -0.15%
      Selling and administrative           (64,417)     11,893       (52,524)
        % of total company sales                                       -1.52%

        Operating earnings                $(69,946)    $12,197      $(57,749)
          % of total company sales                                     -1.67%

        EBITDA                            $(69,897)    $12,792      $(57,105)
          % of total company sales                                     -1.65%

     (B)  Sales of distribution and total company have been restated for
          quarters prior to quarter 4, 2000 due to adoption of SAB 101 and
          EITF 99-19.  Offset is cost of sales; gross margin is not affected.


     Fleming Companies, Inc. (NYSE: FLM)
     Segment Information
     Income (Loss)

            For the 12 weeks ended July 14, 2001, and July 8, 2000
                   (In thousands, except per share amounts)

                                                        2000

                                         Reported    Adjustments   Adjusted
     Distribution

      Gross sales  (B)                  $2,922,889      $1,474    $2,924,363
      Intersegment elimination  (B)       (394,150)        ---      (394,150)

        Net sales  (B)                  $2,528,739      $1,474    $2,530,213
          % change

        Gross margin                      $123,794     $15,413      $139,207
          % of distribution gross sales                                 4.76%
        Selling and administrative         (48,007)     (1,877)      (49,884)
          % of distribution gross sales                                -1.71%
        Intersegment elimination           (14,426)        ---       (14,426)

          Operating earnings               $61,361     $13,536       $74,897
            % of distribution net sales                                 2.96%
            % change

          EBITDA                           $78,555     $18,236       $96,791
            % of distribution net sales                                 3.83%
            % change


    Retail

      Net sales                           $761,139        $---      $761,139
        % change

      Gross margin                        $175,786      $1,801      $177,587
        % of retail sales                                              23.33%
      Selling and administrative          (172,805)      1,599      (171,206)
        % of retail sales                                             -22.49%
      Intersegment profit                   14,426         ---        14,426

        Operating earnings                 $17,407      $3,400       $20,807
          % of retail sales                                             2.73%
          % change

            EBITDA                         $28,195     $10,455       $38,650
              % of retail sales                                         5.08%
              % change


    Support Services

      Gross margin                         $(8,326)     $5,918       $(2,408)
        % of total company sales                                       -0.07%
      Selling and administrative           (40,562)      2,139       (38,423)
        % of total company sales                                       -1.17%

        Operating earnings                $(48,888)     $8,057      $(40,831)
          % of total company sales                                     -1.24%

        EBITDA                            $(48,288)    $15,398      $(32,890)
          % of total company sales                                     -1.00%

     (B)  Sales of distribution and total company have been restated for
          quarters prior to quarter 4, 2000 due to adoption of SAB 101 and
          EITF 99-19.  Offset is cost of sales; gross margin is not affected.


     Fleming Companies, Inc. (NYSE: FLM)
     Consolidated Condensed
     Statements of Operations

            For the 28 weeks ended July 14, 2001 and July 8, 2000
                   (In thousands, except per share amounts)

                                                         2001

                                         Reported     Adjustments   Adjusted
                                                          (A)
    Net sales                            $7,618,470     ($1,327)  $7,617,143
      % change                                                          -0.1%

    Costs and expenses:
      Cost of sales                       6,988,869     (29,662)   6,959,207
      Selling and administrative            540,005     (24,694)     515,311
      Interest expense                       91,937      (2,833)      89,104
      Interest income                       (15,060)      1,102      (13,958)
      Equity investment results                  72                       72
      Impairment/restructuring charge       (26,976)     26,976          ---

        Total costs and expenses          7,578,847     (29,111)   7,549,736

    Income (loss) before taxes               39,623      27,784       67,407
    Taxes on income (loss)                   16,637      11,132       27,769

    Income (loss) before extraordinary
     charge                                 $22,986     $16,652      $39,638
    Extraordinary charge from early
     retirement of debt (net of taxes)       (3,469)      3,469          ---

    Net income (loss)                       $19,517     $20,121      $39,638
      % change                                                          52.6%

    Basic income (loss) per share:
      Income (loss) before extraordinary
       charge                                 $0.55       $0.40        $0.95
      Extraordinary charge from early
       retirement of debt (net of taxes)      (0.08)       0.08          ---
       Net income (loss)                      $0.47       $0.48        $0.95

    Diluted income (loss) per share:
      Income (loss) before extraordinary
       charge                                 $0.52       $0.36        $0.88
      Extraordinary charge from early
       retirement of debt (net of taxes)      (0.07)       0.07          ---
      Net income (loss)                       $0.45       $0.43        $0.88
       % change                                                         35.4%
    Weighted average shares outstanding:
      Basic                                  41,512                   41,512
      Diluted                                47,161                   47,161

    Additional information:
      Depreciation                          $76,235                  $76,235
      Goodwill amortization                 $11,216                  $11,216
      Diluted EPS excluding goodwill
       amortization                                                    $1.08
        % change                                                        17.4%
      Operating earnings                                            $142,625
        % change                                                        18.0%

     (A)  Adjustments relating to the strategic plan, which was announced in
          December 1998, totaled $12.4 million in 2001 compared to
          $110.1 million in 2000.  Charges include non-cash impairments or
          impairment adjustments of asset values and cash restructuring costs
          for severance, lease termination, real estate disposition costs for
          discontinued operations and other related expenses.  The one-time
          adjustments for 2001 are $13.6 million in charges from litigation
          settlements and net additional interest expense of $1.7 million due
          to early retirement of debt.  There were no one-time adjustments for
          2000.


     Fleming Companies, Inc. (NYSE: FLM)
     Consolidated Condensed
     Statements of Operations

            For the 28 weeks ended July 14, 2001, and July 8, 2000
                   (In thousands, except per share amounts)

                                                         2000

                                          Reported    Adjustments   Adjusted
                                                          (A)
    Net sales                            $7,621,376      $1,655   $7,623,031
      % change

    Costs and expenses:
      Cost of sales                       6,913,448     (35,331)   6,878,117
      Selling and administrative            633,681      (9,667)     624,014
      Interest expense                       91,548                   91,548
      Interest income                       (18,845)                 (18,845)
      Equity investment results               3,585        (284)       3,301
      Impairment/restructuring charge        63,158     (63,158)         ---

        Total costs and expenses          7,686,575    (108,440)   7,578,135

    Income (loss) before taxes              (65,199)    110,095       44,896
    Taxes on income (loss)                  (25,977)     44,900       18,923

    Income (loss) before extraordinary
     charge                                ($39,222)    $65,195      $25,973
    Extraordinary charge from early
     retirement of debt (net of taxes)          ---                      ---

    Net income (loss)                      ($39,222)    $65,195      $25,973
      % change

    Basic income (loss) per share:
      Income (loss) before
       extraordinary charge                  ($1.02)      $1.69        $0.67
      Extraordinary charge from early
       retirement of debt (net of taxes)        ---                      ---
       Net income (loss)                     ($1.02)      $1.69        $0.67

    Diluted income (loss) per share:
      Income (loss) before
       extraordinary charge                  ($1.02)      $1.67        $0.65
      Extraordinary charge from early
       retirement of debt (net of taxes)        ---                      ---
      Net income (loss)                      ($1.02)      $1.67        $0.65
       % change
    Weighted average shares outstanding:
      Basic                                  38,541                   38,541
      Diluted                                38,541                   39,690

    Additional information:
      Depreciation                          $80,931     ($6,312)     $74,619
      Goodwill amortization                 $11,073                  $11,073
      Diluted EPS excluding goodwill
       amortization                                                    $0.92
        % change
      Operating earnings                                            $120,900
        % change

     (A)  Adjustments relating to the strategic plan, which was announced in
          December 1998, totaled $12.4 million in 2001 compared to $110.1
          million in 2000.  Charges include non-cash impairments or impairment
          adjustments of asset values and cash restructuring costs for
          severance, lease termination, real estate disposition costs for
          discontinued operations and other related expenses.  The one-time
          adjustments for 2001 are $13.6 million in charges from litigation
          settlements and net additional interest expense of $1.7 million due
          to early retirement of debt.  There were no one-time adjustments for
          2000.


     Fleming Companies, Inc. (NYSE: FLM)
     Segment Information
     Income (Loss)

            For the 28 weeks ended July 14, 2001, and July 8, 2000
                   (In thousands, except per share amounts)

                                                         2001

                                         Reported     Adjustments   Adjusted
    Distribution

      Gross sales (B)                    $6,950,290      $2,257   $6,952,547
      Intersegment elimination (B)         (688,230)        ---     (688,230)

        Net sales (B)                    $6,262,060      $2,257   $6,264,317
          % change                                                       8.0%

      Gross margin                         $351,809      $5,923     $357,732
        % of distribution gross sales                                   5.15%
      Selling and administrative           (116,313)      1,398     (114,915)
        % of distribution gross sales                                  -1.65%
      Intersegment elimination              (25,929)        ---      (25,929)

        Operating earnings                 $209,567      $7,321     $216,888
          % of distribution net sales                                   3.46%
          % change                                                      28.4%

        EBITDA                             $263,814     $16,100     $279,914
          % of distribution net sales                                   4.47%
          % change                                                      26.7%


    Retail

      Net sales                          $1,356,410     $(3,584)  $1,352,826
        % change                                                       -25.8%

      Gross margin                         $293,350     $21,311     $314,661
        % of retail sales                                              23.26%
      Selling and administrative           (292,526)      8,028     (284,498)
        % of retail sales                                             -21.03%
      Intersegment profit                    25,929         ---       25,929

        Operating earnings                  $26,753     $29,339      $56,092
          % of retail sales                                             4.15%
          % change                                                      45.4%

        EBITDA                              $96,310     $(8,657)     $87,653
          % of retail sales                                             6.48%
          % change                                                       6.9%


    Support Services

      Gross margin                         $(15,558)     $1,101     $(14,457)
        % of total company sales                                       -0.19%
      Selling and administrative           (131,166)     15,268     (115,898)
        % of total company sales                                       -1.52%

        Operating earnings                $(146,724)    $16,369    $(130,355)
          % of total company sales                                     -1.71%

        EBITDA                            $(141,648)    $17,508    $(124,140)
          % of total company sales                                     -1.63%

     (B)  Sales of distribution and total company have been restated for
          quarters prior to quarter 4, 2000 due to adoption of SAB 101 and
          EITF 99-19.  Offset is cost of sales; gross margin is not affected.


     Fleming Companies, Inc. (NYSE: FLM)
     Segment Information
     Income (Loss)

            For the 28 weeks ended July 14, 2001, and July 8, 2000
                   (In thousands, except per share amounts)

                                                         2000

                                         Reported     Adjustments   Adjusted
    Distribution

      Gross sales (B)                    $6,765,488      $1,655   $6,767,143
      Intersegment elimination (B)         (966,364)        ---     (966,364)

        Net sales (B)                    $5,799,124      $1,655   $5,800,779
          % change

        Gross margin                       $301,664     $23,627     $325,291
          % of distribution gross sales                                 4.81%
        Selling and administrative         (122,675)        687     (121,988)
          % of distribution gross sales                                -1.80%
        Intersegment elimination            (34,394)        ---      (34,394)

          Operating earnings               $144,595     $24,314     $168,909
            % of distribution net sales                                 2.91%
            % change

          EBITDA                           $168,389     $52,541     $220,930
            % of distribution net sales                                 3.81%
            % change


    Retail

      Net sales                         $1,822,252         $---   $1,822,252
        % change

      Gross margin                         415,992       $6,569     $422,561
        % of retail sales                                              23.19%
      Selling and administrative          (420,778)       2,397     (418,381)
        % of retail sales                                             -22.96%
      Intersegment profit                   34,394          ---       34,394

        Operating earnings                 $29,608       $8,966      $38,574
          % of retail sales                                             2.12%
          % change

        EBITDA                             $54,952      $27,031      $81,983
          % of retail sales                                             4.50%
          % change


    Support Services

      Gross margin                         $(9,728)      $6,790      $(2,938)
        % of total company sales                                       -0.04%
      Selling and administrative           (90,228)       6,583      (83,645)
        % of total company sales                                       -1.10%

        Operating earnings                $(99,956)     $13,373     $(86,583)
          % of total company sales                                     -1.14%

        EBITDA                            $(96,003)     $23,927     $(72,076)
          % of total company sales                                     -0.95%

     (B)  Sales of distribution and total company have been restated for
          quarters prior to quarter 4, 2000 due to adoption of SAB 101 and
          EITF 99-19.  Offset is cost of sales; gross margin is not affected.


     Fleming Companies, Inc. (NYSE: FLM)
     Consolidated Condensed Balance Sheet Information
     (In thousands)

                                         July 14,    December 30,     July 8,
                                           2001          2000          2000
    Assets

    Cash and cash equivalents             $14,290       $30,380       $10,022
    Receivables, net                      582,537       509,045       462,649
    Inventory                           1,006,819       831,265       860,514
    Other current assets                  101,523       252,383       193,501

      Total current assets              1,705,169     1,623,073     1,526,686

    Property and equipment, net           726,976       716,457       837,510

    Other assets                        1,090,173     1,063,281       935,757

      Total assets                     $3,522,318    $3,402,811    $3,299,953


    Liabilities and shareholders' equity

    Accounts payable                   $1,015,396      $943,279      $791,622
    Other current liabilities             263,352       289,109       289,555

      Total current liabilities         1,278,748     1,232,388     1,081,177

    Long-term debt and capital lease
     obligations                        1,632,639     1,609,639     1,570,119

    Other liabilities                     104,176       133,592       123,437

    Shareholders' equity                  506,755       427,192       525,220

      Total liabilities and
       shareholders' equity            $3,522,318    $3,402,811    $3,299,953


                        Additional Information

    Adjusted EBITDA to interest expense
     (LTM)                                   2.72x         2.61x         2.57x

    Total debt as a percentage of total
     capitalization                          76.9%         79.6%         76.0%

    Capital expenditures (YTD)           $111,619      $150,837       $62,431

     CONTACTS:
     (Media) Shane Boyd 972.906.8824
     (Media) Randy Hatcher 972.906.8823
     (Investors-Equity) Meredith Anderson 972.906.8592
     (Investors-Debt) Matt Hildreth 972.906.8126


SOURCE Fleming




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Related links:
  • http://www.fleming.com
    CONTACT:
    media, Shane Boyd, +1-972-906-8824, or Randy
    Hatcher, +1-972-906-8823, or investors-equity, Meredith Anderson,
    +1-972-906-8592, or investors-debt, Matt Hildreth,
    +1-972-906-8126, all of Fleming