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Fleming Reports Third Quarter Adjusted Earnings Up 52%

         Increases 2001 Earnings Guidance to Range of $1.96 to $2.00

    DALLAS, Oct. 24 /PRNewswire/ -- Fleming (NYSE: FLM) today reported a
52 percent increase in third quarter 2001 net earnings to $22.8 million, or
$0.47 per share, after adjustments to exclude strategic plan charges and
one-time items, compared to $15.0 million, or $0.37 per share, in the third
quarter of 2000.  Analysts' consensus estimate for third quarter 2001 earnings
was $0.44 per share.  Fleming also announced that it is increasing its 2001
adjusted earnings guidance from $1.96 to a range of $1.96 to $2.00.  The
company's fourth quarter guidance ranges from $0.61 to $0.65 per share on an
adjusted basis.
    With total sales just above $4 billion and net distribution sales of
$3.5 billion for the 12-week quarter, Fleming took over the top position as
the largest distributor in its industry following the successful integration
and first full quarter of operations of the Kmart alliance.  Third quarter
adjusted operating earnings of $68.1 million increased 9.5 percent from
$62.2 million in the prior year.  Adjusted EBITDA increased to $110.2 million
in 2001 from $106.7 million in 2000.
    The third quarter results are even more impressive considering the
following circumstances:
     -- Continuing operations - Total company adjusted EBITDA increased
        14 percent in the third quarter of 2001 when compared to 2000 on a
        continuing operations basis.  Divested conventional retail stores
        contributed approximately $10 million more in EBITDA in the prior
        year's third quarter compared to the current year.
     -- Growth of equity - The diluted share count increased to 51.0 million
        shares in the third quarter of 2001 from 40.4 million in 2000 (a
        26.4 percent increase) as Fleming increased equity to fund growth.
        The majority of the share increases resulted from the sale of common
        stock to an affiliate of The Yucaipa Companies (3.8 million shares)
        and the issuance of $150 million of convertible debt securities
        (5.0 million shares).  Additionally, "in the money" stock options and
        stock related to employee benefit programs added another 1.8 million
        shares.

    "Fleming emerged from the third quarter as the leading distributor in our
industry," said Mark S. Hansen, chairman of the board and chief executive
officer of Fleming.  Total company net sales for the 12-week third quarter
were $4.02 billion, compared to $3.19 billion in the prior year, a 26 percent
increase.  Distribution accounted for 88 percent of net sales, up from
78 percent in the prior year, while retail accounted for 12 percent of net
sales.  The shift in sales mix between distribution (with its higher volumes
and lower margin percentages) and retail is a factor in the comparison of
margin percentages between the two years.
    Distribution segment net sales increased 42 percent to $3.54 billion, up
from $2.50 billion in the prior year.  "Our distribution sales grew
dramatically, attributable in large part to our alliance with Kmart.  However,
it's important to highlight the growth of the other conventional and
alternative retailers we serve, including independent supermarket operators,
convenience stores, supercenters, self-distributing grocery chains, and ethnic
retailers," said Hansen.  Approximately 11 of the 42 percentage point increase
was attributable to customers other than Kmart.
    Third quarter 2001 retail sales of $484.4 million declined compared to the
prior year's $693.6 million.  However, sales of continuing operations jumped
21 percent in the third quarter to $453.8 million compared to $375.9 million
in 2000.  Comparable store sales were up 1.5 percent for the quarter.
    Distribution segment adjusted operating earnings, which climbed 29 percent
to $102.1 million (2.89 percent of sales), were predominantly influenced by
the higher sales levels.
    "Our distribution centers are running at all-time high volumes, and we are
only just beginning to leverage the scale and efficiencies inherent in these
sales levels," noted Hansen.  "The volume allowed us to immediately improve
selling and administrative costs, which declined by 28 basis points."
Adjusted EBITDA increased 28 percent to $130.4 million from $101.7 million in
the prior year.  Growth in both the Kmart and convenience store business was
instrumental in increasing EBITDA dollars, albeit at a lower margin rate.
    Retail segment adjusted operating earnings declined to $17.1 million from
$19.4 million in the prior year's third quarter.  Expressed as a percentage of
sales, operating earnings increased in the current year's third quarter to
3.54 percent of sales from 2.79 percent of sales the prior year.  A
significant reduction in selling and administrative expense -- nearly
200 basis points -- contributed to the improved retail performance.  Adjusted
EBITDA improved 62 basis points to 6.14 percent of sales from 5.52 percent of
sales.  Commenting on the retail segment results, Hansen said, "Our price
impact formats, with their high volumes and low operating costs, are a great
fit with our distribution strategy.  This allows us to be extremely
competitive while developing a strong consumer following in this under-served
niche of the retail grocery sector."
    The company added six new price-impact and four new limited assortment
stores during the quarter.  The company also completed the conversion of four
former Sentry stores.  In total, it operated 98 price impact (which includes
the 44 Rainbow stores operated in the Minneapolis market and the six Sentry
Stores in the Milwaukee market that are in the process of being remodeled and
converted) and 16 limited assortment stores at the end of the quarter.
Fleming affirmed its stated growth plan of operating 174 price impact stores
by the end of 2003.
    Selling and administrative adjusted expenses attributable to the company's
support services totaled $46.9 million in the third quarter.  Comprised
primarily of salaries and expenses related to centralized procurement and back
office operations (including centralized accounting, information technology,
and human resources functions), the company believes that the move to
centralization is substantially complete.  "Approximately 80 percent of our
total procurement needs are being addressed centrally and 20 percent locally,"
said Hansen.  "We believe this makes our Lewisville facility the second-
highest volume consumer packaged goods procurement office in the nation and an
essential point of business for the vendor community."
    An important upgrade in Fleming's debt ratings by Standard & Poor's, along
with overall lower interest rates, lowered net interest expense by
$4.7 million in the third quarter compared to the same quarter last year.
Standard & Poor's upgraded Fleming's corporate credit rating to BB from BB-
with a stable outlook.  Moody's confirmed Fleming's Ba3 rating with an upgrade
to a positive outlook.  Additionally, Fleming received an initial debt rating
from Fitch with a rating of BB+, one step below investment grade.
    Similar to the first and second quarters of 2001, strategic plan charges
were down substantially in the third quarter and totaled $6.3 million pre-tax
compared to $100.7 million pre-tax in the prior year's third quarter.  The
company continues to expect an aggregate 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 third quarter of
$19.1 million, or $.40 per share on a fully diluted basis.

       Other Accomplishments and Milestones Through Third Quarter, 2001

     Distribution:
     -- Successfully integrated an incremental $3 billion in Kmart food and
        consumables supply business that was not formerly handled by Fleming.
        One remaining product category, tobacco, will be integrated in early
        2002, which is expected to add an additional $250 million in
        annualized sales.
     -- Completed the acquisition of assets and inventory of Miller & Hartman
        South, a Leitchfield, Kentucky-based convenience store distributor
        serving 1,000 customers in 1,800 locations across eight southeastern
        states.
     -- Added year-to-date approximately $800 million in gross annualized
        sales from acquired convenience store distribution businesses,
        principally Minter-Weisman and Miller & Hartman South.
     -- Added year to date approximately $700 million in gross annualized new
        business (excluding the Kmart alliance) in the distribution segment.
        Customers included a variety of independent retailers operating both
        traditional supermarkets as well as non-traditional retail formats.
     -- Completed a series of innovative transactions that placed former Furrs
        Supermarkets locations into the hands of independent retail operators
        (including eight IGA franchises).  Fleming's net investment in the
        transaction was approximately $39 million.
     -- Commenced operation of a new 540,000 square foot distribution center
        in South Brunswick, New Jersey.  The facility, with an initial annual
        volume of approximately $600 million, is the second of two new
        full-line distribution centers opened in 2001.
     -- Introduced two new private label lanes.  Exceptional Value appeals to
        the price-focused customer.  With a total of 210 items (and another
        70 in development), Exceptional Value was on store shelves in August.
        Comida Sabrosa, Fleming's 80-item specialty line of Hispanic private
        label products, was introduced in September and will be expanded to a
        total of 100 items.

     Retail:
     -- Completed the acquisition of five El Paso and Las Cruces-area stores
        from Kroger.  The stores will be operated in Fleming's price impact
        format style under the Rainbow Foods banner.
     -- Completed the remodel and re-merchandising of four former Sentry
        stores in the Milwaukee area.  Operating under the Rainbow Foods
        banner in Fleming's price impact format, the stores boasted
        dramatically lower prices on 16,000 items.  Six additional stores are
        slated to be converted in the Milwaukee market over the coming months.
     -- Entered the Amarillo, Texas market with the company's price impact
        format under the Rainbow Foods banner.
     -- Completed the major remodel of seven northern California Food4Less
        stores.
     -- Opened Fleming's 16th opening-price-point discount store, Yes!Less, in
        the Fort Worth, Texas market, joining 14 others in north Texas and one
        in Louisiana.
     -- Raised $400,000 in customer and employee contributions at Fleming's
        Rainbow Foods, Food4Less, Yes!Less, and company office and warehouse
        locations for the American Red Cross September 11th Fund.

     Other:
     -- Announced the settlement of several complex and old lawsuits relating
        to certain retail supply agreements in Kansas City and Salt Lake City.
        The settlements covered a multitude of lawsuits with issues dating
        back as far as 30 years.
     -- On October 15, we completed the offering of $150 million of senior
        subordinated notes, essentially matching the long-term nature of
        Fleming's recent acquisitions with long-term financing.  The notes
        were the first significant high-yield issuance following the September
        11th tragedy.

    Conference Call and Webcast
    A teleconference and webcast to review the third quarter's results will be
held on Wednesday, October 24, 2001, at 12:30 p.m. Eastern 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 November 1, 2001 at 6:30 p.m. Eastern Time by dialing
402.280.9273.  The confirmation code for the webcast and the replay is 643937.

    About Fleming Companies, Inc.
    Fleming is the industry leader in distribution and has a growing presence
in value retailing.  Fleming's primary business is buying and selling
merchandise.  The company serves approximately 3,000 supermarkets,
6,800 convenience stores, and more than 2,000 supercenters, discount, limited
assortment, drug, specialty, and other stores across the United States.  To
learn more about Fleming, visit our Web site at http://www.fleming.com .

    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.
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: adverse effects of the changing industry environment
and increased competition; sales declines and loss of customers; 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; exposure to litigation and
other contingent losses; 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 company's Form 10-K.  The company undertakes no obligation to
update forward-looking statements to reflect developments or information
obtained after the date hereof.


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

        For the 12 weeks ended October 6, 2001, and September 30, 2000
                   (In thousands, except per share amounts)

                                                          2001

                                           Reported   Adjustments   Adjusted
                                                          (A)
    Net sales (B)                         $4,022,085       $565    $4,022,650
      % change                                                           26.1%

    Costs and expenses:
      Cost of sales (B)                    3,748,895     (1,220)    3,747,675
      Selling and administrative             209,928     (3,056)      206,872
      Interest expense                        35,370                   35,370
      Interest income                         (5,494)                  (5,494)
      Equity investment results                  689                      689
      Impairment/restructuring charge          1,415     (1,415)          ---
      Litigation charge                                                   ---

        Total costs and expenses           3,990,803     (5,691)    3,985,112

    Income (loss) before taxes                31,282      6,256        37,538
    Taxes on income (loss)                    12,207      2,506        14,713

    Net income (loss)                        $19,075     $3,750       $22,825
      % change                                                           51.9%

    Basic and diluted income (loss) per
     share:
      Basic                                    $0.44      $0.09         $0.52
      Diluted                                  $0.40      $0.07         $0.47
        % change                                                         27.0%
    Weighted average shares outstanding:
      Basic                                   43,728                   43,728
      Diluted                                 51,032                   51,032


    Additional information:
      Depreciation                           $33,676       ($35)      $33,641
      Goodwill amortization                   $5,000                   $5,000
      Diluted EPS excluding goodwill
       amortization                                                     $0.55
        % change
      Operating earnings                                              $68,103
        % change                                                          9.5%
      EBITDA (C)                                                     $110,238
        % of sales                                                       2.74%
        % change                                                          3.3%

     (A)  Adjustments relating to the strategic plan, which was announced in
          December 1998, totaled $6.3 million in 2001 compared to
          $100.7 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.  There were no
          one-time adjustments for 2001.  The one-time adjustments for
          2000 are an $8.6 million gain from the sale of a facility,
          $10.2 million in charges relating to closing certain company-owned
          retail stores, and $1.9 million net income from litigation
          settlements.

     (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.

     (C)  EBITDA is earnings before interest expense, income taxes,
          depreciation and amortization, equity investment results, and LIFO
          provision ($2,000 credit in 2001 and $500 charge in 2000).


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

        For the 12 weeks ended October 6, 2001, and September 30, 2000
                   (In thousands, except per share amounts)

                                                          2000

                                           Reported   Adjustments   Adjusted
                                                          (A)
    Net sales (B)                         $3,197,655    ($8,327)   $3,189,328
      % change

    Costs and expenses:
      Cost of sales (B)                    2,894,341    (10,969)    2,883,372
      Selling and administrative             260,019    (16,264)      243,755
      Interest expense                        40,111                   40,111
      Interest income                         (6,322)                  (6,322)
      Equity investment results                2,097        (31)        2,066
      Impairment/restructuring charge         83,356    (83,356)          ---
      Litigation charge                       (1,916)     1,916           ---

        Total costs and expenses           3,271,686   (108,704)    3,162,982

    Income (loss) before taxes               (74,031)   100,377        26,346
    Taxes on income (loss)                   (28,472)    39,792        11,320

    Net income (loss)                       ($45,559)   $60,585       $15,026
      % change

    Basic and diluted income (loss) per
     share:
      Basic                                   ($1.17)     $1.56         $0.39
      Diluted                                 ($1.17)     $1.56         $0.37
        % change
    Weighted average shares outstanding:
      Basic                                   38,902                   38,902
      Diluted                                 38,902                   40,364


    Additional information:
      Depreciation                           $33,286      ($350)      $32,936
      Goodwill amortization                   $4,784                   $4,784
      Diluted EPS excluding goodwill
       amortization                                                     $0.51
        % change
      Operating earnings                                              $62,201
        % change
      EBITDA (C)                                                     $106,743
        % of sales                                                       3.35%
        % change

     (A)  Adjustments relating to the strategic plan, which was announced in
          December 1998, totaled $6.3 million in 2001 compared to $100.7
          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.  There were no
          one-time adjustments for 2001.  The one-time adjustments for 2000
          are an $8.6 million gain from the sale of a facility, $10.2 million
          in charges relating to closing certain company-owned retail stores,
          and $1.9 million net income from litigation settlements.

     (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.

     (C)  EBITDA is earnings before interest expense, income taxes,
          depreciation and amortization, equity investment results, and LIFO
          provision ($2,000 credit in 2001 and $500 charge in 2000).


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

        For the 12 weeks ended October 6, 2001, and September 30, 2000
                   (In thousands, except per share amounts)

                                                         2001

                                           Reported   Adjustments   Adjusted
    Distribution

      Gross sales  (A)                    $3,798,652      $518    $3,799,170
      Intersegment elimination  (A)         (260,895)      ---      (260,895)

        Net sales  (A)                    $3,537,757      $518    $3,538,275
          % change                                                      41.8%

        Gross margin                        $170,743      $812      $171,555
          % of distribution gross sales                                 4.52%
        Selling and administrative           (60,889)    1,078       (59,811)
          % of distribution gross sales                                -1.57%
        Intersegment elimination              (9,655)      ---        (9,655)

        Operating earnings                  $100,199    $1,890      $102,089
          % of distribution net sales                                   2.89%
          % change                                                      28.7%

        EBITDA                              $129,570      $849      $130,419
          % of distribution net sales                                   3.69%
          % change                                                      28.2%


    Retail

      Net sales                             $484,328       $47      $484,375
        % change                                                       -30.2%

      Gross margin                          $107,289      $356      $107,645
        % of retail sales                                              22.22%
      Selling and administrative            (101,627)    1,473      (100,154)
        % of retail sales                                             -20.68%
      Intersegment profit                      9,655       ---         9,655

        Operating earnings                   $15,317    $1,829       $17,146
          % of retail sales                                             3.54%
          % change                                                     -11.5%

        EBITDA                               $25,908    $3,853       $29,761
          % of retail sales                                             6.14%
          % change                                                     -22.3%


    Support Services

      Gross margin                           $(4,842)     $617       $(4,225)
        % of total company sales                                       -0.11%
      Selling and administrative             (47,412)      505       (46,907)
        % of total company sales                                       -1.17%

      Operating earnings                    $(52,254)   $1,122      $(51,132)
        % of total company sales                                       -1.27%

      EBITDA                                $(51,461)   $1,519      $(49,942)
        % of total company sales                                       -1.24%

     (A)  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 October 6, 2001, and September 30, 2000
                   (In thousands, except per share amounts)

                                                         2000

                                           Reported   Adjustments   Adjusted
    Distribution

      Gross sales  (A)                    $2,881,606   $(8,327)   $2,873,279
      Intersegment elimination  (A)         (377,577)      ---      (377,577)

        Net sales  (A)                    $2,504,029   $(8,327)   $2,495,702
          % change

      Gross margin                          $147,620   $(1,784)     $145,836
        % of distribution gross sales                                   5.08%
      Selling and administrative             (54,725)    1,599       (53,126)
        % of distribution gross sales                                  -1.85%
      Intersegment elimination               (13,359)      ---       (13,359)

        Operating earnings                   $79,536     $(185)      $79,351
          % of distribution net sales                                   3.18%
          % change

        EBITDA                              $101,966     $(261)     $101,705
          % of distribution net sales                                   4.08%
          % change


    Retail

      Net sales                             $693,626      $---      $693,626
        % change

      Gross margin                          $160,929     $2,230     $163,159
        % of retail sales                                              23.52%
      Selling and administrative            (168,461)    11,323     (157,138)
        % of retail sales                                             -22.65%
      Intersegment profit                     13,359        ---       13,359

        Operating earnings                    $5,827    $13,553      $19,380
          % of retail sales                                             2.79%
          % change

        EBITDA                              $(48,904)   $87,214      $38,310
          % of retail sales                                             5.52%
          % change


    Support Services

      Gross margin                           $(5,235)    $2,196      $(3,039)
        % of total company sales                                       -0.10%
      Selling and administrative             (36,833)     3,342      (33,491)
        % of total company sales                                       -1.05%

        Operating earnings                  $(42,068)    $5,538     $(36,530)
          % of total company sales                                     -1.15%

        EBITDA                              $(46,315)   $13,043     $(33,272)
          % of total company sales                                     -1.04%

     (A)  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 40 weeks ended October 6, 2001, and September 30, 2000
                   (In thousands, except per share amounts)

                                                         2001

                                           Reported   Adjustments   Adjusted
                                                         (A)
    Net sales (B)                       $11,640,555      ($762)  $11,639,793
      % change                                                           7.7%

    Costs and expenses:
      Cost of sales (B)                  10,737,764    (30,882)   10,706,882
      Selling and administrative            736,305    (14,122)      722,183
      Interest expense                      127,307     (2,833)      124,474
      Interest income                       (20,554)     1,102       (19,452)
      Equity investment results                 761                      761
      Impairment/restructuring charge       (25,561)    25,561           ---
      Litigation charges                     48,628    (48,628)          ---

        Total costs and expenses         11,604,650    (69,802)   11,534,848

    Income (loss) before taxes               35,905     69,040       104,945
    Taxes on income (loss)                   14,822     27,660        42,482

    Income (loss) before extraordinary
     charge                                 $21,083    $41,380       $62,463
    Extraordinary charge from early
     retirement of debt (net of taxes)       (3,469)     3,469           ---

    Net income (loss)                       $17,614    $44,849       $62,463
      % change                                                          52.4%

    Basic income (loss) per share:
      Income (loss) before extraordinary
       charge                                 $0.50      $0.98         $1.48
      Extraordinary charge from early
       retirement of debt (net of taxes)      (0.08)      0.08           ---
      Net income (loss)                       $0.42      $1.06         $1.48

    Diluted income (loss) per share:
      Income (loss) before extraordinary
       charge                                 $0.47      $0.92         $1.35
      Extraordinary charge from early
       retirement of debt (net of taxes)      (0.08)      0.08           ---
      Net income (loss)                       $0.39      $1.00         $1.35
        % change                                                        31.1%
    Weighted average shares outstanding:
      Basic                                  42,177                   42,177
      Diluted                                44,670                   48,316

    Additional information:
      Depreciation                         $109,911       ($35)     $109,876
      Goodwill amortization                 $16,216                  $16,216
      Diluted EPS excluding goodwill
       amortization                                                    $1.66
        % change                                                        16.1%
      Operating earnings                                            $210,728
        % change                                                        15.1%
      EBITDA (C)                                                    $353,665
        % of sales                                                      3.04%
        % change                                                         4.8%

     (A)  Adjustments relating to the strategic plan, which was announced in
          December 1998, totaled $18.7 million in 2001 compared to
          $210.8 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 $48.6 million in charges from litigation
          settlements and net additional interest expense of $1.7 million due
          to early retirement of debt.  The one-time adjustments for 2000 are
          an $8.6 million gain from the sale of a facility, $10.2 million in
          charges relating to closing certain company-owned retail stores, and
          $1.9 million net income from litigation settlements.

     (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.

     (C)  EBITDA is earnings before interest expense, income taxes,
          depreciation and amortization, equity investment results, and LIFO
          provision ($2,607 credit in 2001 and $5,900 charge in 2000).


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

        For the 40 weeks ended October 6, 2001, and September 30, 2000
                   (In thousands, except per share amounts)

                                                         2000

                                           Reported   Adjustments   Adjusted
                                                         (A)
    Net sales (B)                       $10,819,031    ($6,672)  $10,812,359
      % change

    Costs and expenses:
      Cost of sales (B)                   9,807,789    (46,300)    9,761,489
      Selling and administrative            893,700    (25,931)      867,769
      Interest expense                      131,659                  131,659
      Interest income                       (25,167)                 (25,167)
      Equity investment results               5,682       (315)        5,367
      Impairment/restructuring charge       146,514   (146,514)          ---
      Litigation charges                     (1,916)     1,916           ---

        Total costs and expenses         10,958,261   (217,144)   10,741,117

    Income (loss) before taxes             (139,230)   210,472        71,242
    Taxes on income (loss)                  (54,449)    84,692        30,243

    Income (loss) before extraordinary
     charge                                ($84,781)  $125,780       $40,999
    Extraordinary charge from early
     retirement of debt (net of taxes)                                   ---

    Net income (loss)                      ($84,781)  $125,780       $40,999
      % change

    Basic income (loss) per share:
      Income (loss) before extraordinary
       charge                                ($2.19)     $3.25         $1.06
      Extraordinary charge from early
       retirement of debt (net of taxes)        ---                      ---
      Net income (loss)                      ($2.19)     $3.25         $1.06

    Diluted income (loss) per share:
      Income (loss) before extraordinary
       charge                                ($2.19)     $3.22         $1.03
      Extraordinary charge from early
       retirement of debt (net of taxes)        ---                      ---
      Net income (loss)                      ($2.19)     $3.22         $1.03
        % change
    Weighted average shares outstanding:
      Basic                                  38,651                   38,651
      Diluted                                38,651                   39,897

    Additional information:
      Depreciation                         $114,217    ($6,662)     $107,555
      Goodwill amortization                 $15,857                  $15,857
      Diluted EPS excluding goodwill
       amortization                                                    $1.43
        % change
      Operating earnings                                            $183,101
        % change
      EBITDA (C)                                                    $337,580
        % of sales                                                      3.12%
        % change

     (A)  Adjustments relating to the strategic plan, which was announced in
          December 1998, totaled $18.7 million in 2001 compared to $210.8
          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 $48.6 million in charges from litigation
          settlements and net additional interest expense of $1.7 million due
          to early retirement of debt.  The one-time adjustments for 2000 are
          an $8.6 million gain from the sale of a facility, $10.2 million in
          charges relating to closing certain company-owned retail stores, and
          $1.9 million net income from litigation settlements.

     (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.

     (C)  EBITDA is earnings before interest expense, income taxes,
          depreciation and amortization, equity investment results, and LIFO
          provision ($2,607 credit in 2001 and $5,900 charge in 2000).


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

        For the 40 weeks ended October 6, 2001, and September 30, 2000
                   (In thousands, except per share amounts)

                                                         2001

                                           Reported   Adjustments   Adjusted
    Distribution

      Gross sales (A)                   $10,748,942     $2,775   $10,751,717
      Intersegment elimination  (A)        (949,125)       ---      (949,125)

        Net sales (A)                    $9,799,817     $2,775    $9,802,592
          % change                                                      18.2%

      Gross margin                         $522,552     $6,735      $529,287
        % of distribution gross sales                                   4.92%
      Selling and administrative           (177,202)     2,476      (174,726)
        % of distribution gross sales                                  -1.63%
      Intersegment elimination              (35,584)       ---       (35,584)

        Operating earnings                 $309,766     $9,211      $318,977
          % of distribution net sales                                   3.25%
          % change                                                      28.5%

        EBITDA                             $393,384    $16,949      $410,333
          % of distribution net sales                                   4.19%
          % change                                                      27.2%


    Retail

      Net sales                           $1,840,738   $(3,537)   $1,837,201
        % change                                                       -27.0%

      Gross margin                          $400,639   $21,667      $422,306
        % of retail sales                                              22.99%
      Selling and administrative            (394,153)    9,501      (384,652)
        % of retail sales                                             -20.94%
      Intersegment profit                     35,584       ---        35,584

        Operating earnings                   $42,070   $31,168       $73,238
          % of retail sales                                             3.99%
          % change                                                      26.4%

        EBITDA                              $122,218   $(4,804)     $117,414
          % of retail sales                                             6.39%
          % change                                                      -2.4%


    Support Services

      Gross margin                          $(20,400)   $1,718      $(18,682)
        % of total company sales                                       -0.16%
      Selling and administrative            (164,950)    2,145      (162,805)
        % of total company sales                                       -1.40%

        Operating earnings                 $(185,350)   $3,863     $(181,487)
          % of total company sales                                      1.56%

        EBITDA                             $(228,109)  $54,027     $(174,082)
          % of total company sales                                     -1.50%

     (A)  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 40 weeks ended October 6, 2001, and September 30, 2000
                   (In thousands, except per share amounts)

                                                         2000

                                           Reported   Adjustments   Adjusted
    Distribution

      Gross sales (A)                     $9,647,094   $(6,672)   $9,640,422
      Intersegment elimination (A)        (1,343,941)      ---    (1,343,941)

        Net sales (A)                     $8,303,153   $(6,672)   $8,296,481
          % change

        Gross margin                        $449,284   $21,843      $471,127
          % of distribution gross sales                                 4.89%
        Selling and administrative          (177,400)    2,286      (175,114)
          % of distribution gross sales                                -1.82%
        Intersegment elimination             (47,753)      ---       (47,753)

          Operating earnings                $224,131   $24,129      $248,260
            % of distribution net sales                                 2.99%
            % change

          EBITDA                            $270,354   $52,280      $322,634
            % of distribution net sales                                 3.89%
            % change


    Retail

      Net sales                           $2,515,878      $---    $2,515,878
        % change

      Gross margin                           576,921     8,799      $585,720
        % of retail sales                                              23.28%
      Selling and administrative            (589,239)   13,720      (575,519)
        % of retail sales                                             -22.88%
      Intersegment profit                     47,753       ---        47,753

        Operating earnings                   $35,435   $22,519       $57,954
          % of retail sales                                             2.30%
          % change

        EBITDA                                $6,049  $114,245      $120,294
          % of retail sales                                             4.78%
          % change


    Support Services

      Gross margin                          $(14,963)   $8,986       $(5,977)
        % of total company sales                                       -0.06%
      Selling and administrative            (127,061)    9,925      (117,136)
        % of total company sales                                       -1.08%

      Operating earnings                   $(142,024)  $18,911     $(123,113)
        % of total company sales                                       -1.14%

      EBITDA                               $(142,318)  $36,970     $(105,348)
        % of total company sales                                       -0.97%

     (A)  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)

                                      October 6,   December 30,  September 30,
                                          2001           2000          2000
    Assets

    Cash and cash equivalents           $43,491        $30,380        $49,673
    Receivables, net                    571,503        509,045        467,995
    Inventory                         1,094,935        831,265        867,145
    Other current assets                129,082        252,383        247,308

      Total current assets            1,839,011      1,623,073      1,632,121

    Property and equipment, net         737,874        716,457        723,191

    Other assets                      1,170,892      1,063,281        994,500

      Total assets                   $3,747,777     $3,402,811     $3,349,812


    Liabilities and shareholders' equity

    Accounts payable                 $1,016,873       $943,279       $846,851
    Current portion of LT debt and
     cap lease obligations               60,584         59,837         58,662
    Other current liabilities           199,847        229,272        175,146

      Total current liabilities       1,277,304      1,232,388      1,080,659

    Long-term debt and capital lease
     obligations                      1,851,855      1,609,639      1,677,466

    Other liabilities                   109,688        133,592        111,847

    Shareholders' equity                508,930        427,192        479,840

      Total liabilities and
       shareholders' equity          $3,747,777     $3,402,811     $3,349,812


                              Additional Information

    Adjusted EBITDA to interest
     expense (LTM)                       2.82 x         2.61           2.58 x

    Total debt as a percentage of
     total capitalization                79.0%          79.6%          78.3%

    Capital expenditures (YTD)       $168,504       $150,837       $107,623

    Inventory turns (YTD)                14.5 x         14.3 x         13.6 x

     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