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The Honolulu Advertiser

Posted at 11:27 a.m., Tuesday, April 1, 2003

Fleming seeking bankruptcy protection

By Steve Matthews
Bloomberg News Service

LEWISVILLE, Texas ­ Fleming Cos., the biggest U.S. grocery distributor and largest in Hawai'i, sought Chapter 11 bankruptcy protection today.

The decision came after Kmart Corp., its biggest customer, ended a supply contract and regulators investigated its accounting.

Fleming, unable to replace $4.5 billion in lost revenue from Kmart, said it had no choice but to file to ensure vendors will continue to supply. Kmart, which accounted for about 20 percent of Fleming's revenue, canceled the contract in January.

The food distributor brought in former Wal-Mart Stores Inc. executive Mark Hansen as chief executive officer to try to shore up profits in 1998. Hansen tied the company's fortunes to Kmart on the expectation that the discount retailer would take business from traditional groceries.

"It took a lot of effort to arrange for that agreement and to establish the warehouses and other support systems," said Sean Egan, managing director of Egan-Jones Ratings Co. "Almost as soon as they put it in place, Kmart filed for bankruptcy."

In documents filed today in U.S. Bankruptcy Court in Delaware, Fleming listed $4.22 billion in assets and $3.54 billion in debts. The filing will enable Fleming to get out of unprofitable leases and contracts, analysts said.

The confidence of suppliers, who typically ship goods paid for on credit, was also undermined by questions about Fleming's accounting, analysts said. The Securities and Exchange Commission began a formal investigation last month. Fleming on Friday delayed its annual report with the SEC.

Trading of Lewisville, Texas-based Fleming shares was halted this morning at 48 cents on the New York Stock Exchange. The shares traded as high as $37.89 in August 2001 after Fleming gaining Kmart as a customer.

Fleming, which is cutting 1,800 jobs, or about 15 percent, of its work force, had sales of $15.5 billion last year, excluding 110 grocery stores it wants to sell. The company serves about 50,000 retail locations, including some Target Corp. super centers, Circle K and Phillip 66 convenience stores, and more than 600 IGA supermarkets.

Hansen was ousted after the SEC formalized the inquiry into how Fleming accounted for payments to suppliers and presented financial statements. Hansen, who had previously led Wal-Mart's Sam's Club chain, was replaced by directors Peter Willmott and Archie Dykes while Fleming seeks a new CEO.

The SEC is looking at how the company's earnings and sales results were reported, Fleming has said. The agency is also investigating Royal Ahold NV, a Dutch grocer. Some suppliers have alleged Fleming deducted fees from customer bills to bolster profit. Aggressive accounting may have been a temptation in the industry because profit margins are so narrow, analysts said.

Under Hansen, Fleming has sold most of its own supermarkets and turned the rest into low-price chains, which were expected to attract more budget-conscious shoppers. Last year, Fleming said it would sell those remaining 110 stores because they weren't profitable. The company is still trying to sell about 70 and has said it will get less than the $450 million it initially expected.

"They changed strategy at least three or four times," said Richard Kochersperger, an industry consultant and professor at St. Joseph's University who worked at Fleming in the 1970s. "No company can handle that stress."

Fleming has $1.37 billion in bond debt, according to Bloomberg data.