<PAGE>
--------------------------------------------------------------------------------
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-Q

(MARK ONE)

<TABLE>
<C>        <S>
   /X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
                                       OR

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                         COMMISSION FILE NUMBER 0-24667

                       MARKETING SPECIALISTS CORPORATION

                      (f/k/a Merkert American Corporation)
             (Exact name of Registrant as Specified in its Charter)

<TABLE>
<S>                                            <C>
               DELAWARE                                     04-3411833
    (State or Other Jurisdiction of             (IRS Employer Identification No.)
    Incorporation or Organization)
</TABLE>

                       17855 N. DALLAS PARKWAY, SUITE 200
                              DALLAS, TEXAS 75287
                                 (972) 349-6200
   (Address, including Zip Code and Telephone Number, including Area Code of
                    Registrant's Principal Executive Office)

                            ------------------------

                            FORMER NAME AND ADDRESS
                          MERKERT AMERICAN CORPORATION
                              490 TURNPIKE STREET
                          CANTON, MASSACHUSETTS 02021

                            ------------------------

    Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/  No / /

    The number of shares of the Registrant's Common Stock and Restricted Common
Stock outstanding as of March 31, 2001 was 25,918,404 and 67,141, respectively.

--------------------------------------------------------------------------------
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<PAGE>
                       MARKETING SPECIALISTS CORPORATION
                                     INDEX

<TABLE>
<CAPTION>
                                                              PAGE NO.
                                                              --------
<S>                                                           <C>
                    PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
  Condensed Consolidated Balance Sheets, March 31, 2001
    (unaudited) and December 31, 2000.......................      3
  Condensed Consolidated Statements of Operations, Three
    months ended March 31, 2001 (unaudited) and March 31,
    2000(unaudited).........................................      4
  Condensed Consolidated Statements of Cash Flows, Three
    months ended March 31, 2001 (unaudited) and March 31,
    2000(unaudited).........................................      5
  Notes to Condensed Consolidated Financial Statements
    (unaudited).............................................      6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS.......................     14

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
  MARKET RISK...............................................     21

                      PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS...................................     22

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS...........     23

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.....................     23

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
  HOLDERS...................................................     24

ITEM 5. OTHER INFORMATION...................................     24

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................     24

SIGNATURES..................................................     32
</TABLE>

                                       2
<PAGE>
               MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                               MARCH 31,    DECEMBER 31,
                                                                 2001           2000
                                                              -----------   ------------
                                                              (UNAUDITED)
<S>                                                           <C>           <C>
                                         ASSETS
Current assets:
  Cash......................................................   $   1,047      $   2,905
  Restricted cash...........................................       2,369          1,676
  Accounts receivable, less allowances for doubtful accounts
    of $6,530 and $9,510, respectively......................      50,395         50,671
  Prepaid expenses and other current assets.................         639            805
                                                               ---------      ---------
Total current assets........................................      54,450         56,057
Property, plant and equipment, net..........................      24,001         25,119
Intangible assets, net......................................      49,712         52,133
Other assets................................................      10,630         11,438
                                                               ---------      ---------
    Total assets............................................   $ 138,793      $ 144,747
                                                               =========      =========
                          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term obligations..................   $  99,380      $  68,407
  Accounts payable..........................................      13,396         17,160
  Book overdrafts...........................................       7,357          2,905
  Accrued expenses..........................................      24,038         26,143
                                                               ---------      ---------
Total current liabilities...................................     144,171        114,615
Long-term obligations, net of current portion:
  Long-term debt and notes payable..........................     146,658        183,588
  Acquisition related deferred compensation liabilities.....      29,684         30,636
  Covenants not to compete..................................      14,480         15,737
  Obligations under capital lease...........................         473            562
                                                               ---------      ---------
Total long-term obligations, net of current portion.........     191,295        230,523
Other liabilities, net of current portion...................       3,490          8,054
Commitments and contingent liabilities
Series B 8.0% redeemable convertible preferred stock, at
  stated value
  Authorized shares--20,000; issued and outstanding
    shares--19,965 and 12,397, respectively.................      20,475         12,576
Series C 8.0% redeemable convertible preferred stock, at
  stated value
  Authorized shares--20,000; issued and outstanding
    shares--9,000 and 0, respectively.......................       9,006             --
Stockholders' equity:
  Common stock, $0.01 par value; authorized
    shares--54,000,000
    Issued shares--26,025,252
    Outstanding shares--25,985,545..........................         260            260
  Additional paid-in capital................................     167,846        169,346
  Note for sale of common stock.............................          --         (1,500)
  Accumulated deficit.......................................    (397,303)      (388,680)
  Treasury stock, at cost--39,707 shares....................        (447)          (447)
                                                               ---------      ---------
Total stockholders' equity (deficit)........................    (229,644)      (221,021)
                                                               ---------      ---------
Total liabilities and stockholders' equity..................   $ 138,793      $ 144,747
                                                               =========      =========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       3
<PAGE>
               MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED MARCH 31,
                                                                  2001            2000
                                                              -------------   -------------
                                                               (UNAUDITED)     (UNAUDITED)
<S>                                                           <C>             <C>
Revenues, net...............................................   $    89,107     $    94,444
Expenses:
  Selling expenses..........................................        68,781          70,376
  General and administrative expenses.......................        15,892          18,020
  Depreciation..............................................         1,737           1,670
  Amortization..............................................         2,608           4,554
                                                               -----------     -----------
Total operating expenses....................................        89,018          94,620
                                                               -----------     -----------
Operating income (loss).....................................            89            (176)
Other income (expenses):
  Interest expense, net.....................................        (8,346)         (6,418)
  Other income (expense)....................................           (29)             57
                                                               -----------     -----------
Loss before income tax expense and discontinued
  operations................................................        (8,286)         (6,537)
Income tax expense..........................................            --              --
                                                               -----------     -----------
Loss from continuing operations.............................        (8,286)         (6,537)
Discontinued operations:
  Income from operations, net of tax........................            --             464
  Loss on disposal, net of tax..............................            --              --
                                                               -----------     -----------
Income (loss) from discontinued operations..................            --             464
                                                               -----------     -----------
Net loss....................................................   $    (8,286)    $    (6,073)
Preferred dividends not declared............................          (337)             --
                                                               -----------     -----------
Net loss applicable to common...............................   $    (8,623)    $    (6,073)
                                                               ===========     ===========
Loss from continuing operations per share...................   $     (0.33)    $     (0.42)
                                                               ===========     ===========
Income from discontinued operations per share...............   $        --     $      0.03
                                                               ===========     ===========
Net loss per share--basic and diluted                          $     (0.33)    $     (0.39)
                                                               ===========     ===========
Weighted average shares outstanding--basic and diluted          25,985,545      15,743,867
                                                               ===========     ===========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       4
<PAGE>
               MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                      MARCH 31,
                                                                 2001          2000
                                                              -----------   -----------
                                                              (UNAUDITED)   (UNAUDITED)
<S>                                                           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss..................................................    $(8,286)      $(6,073)
  Adjustments to reconcile net loss to net cash used in
    operating activities--
  Depreciation..............................................      1,737         1,670
  Amortization..............................................      2,608         4,554
  Other.....................................................        626           414
  Changes in operating assets and liabilities--
    Restricted cash.........................................       (694)          287
    Accounts receivable.....................................        277        (4,807)
    Inventories.............................................        194          (475)
    Prepaid expenses and other current assets...............        (28)         (301)
    Other assets............................................         67           276
    Accounts payable........................................     (4,731)       (3,513)
    Accrued expenses........................................     (2,037)       (5,777)
                                                                -------       -------
Net cash used in operating activities.......................    (10,267)      (13,745)
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment.......................       (582)         (320)
  Proceeds from the disposal of fixed assets................         --         6,537
  Cash paid, net of cash assumed, in purchase of
    businesses..............................................         --        (3,076)
                                                                -------       -------
Net cash provided by (used in) investing activities.........       (582)        3,141
CASH FLOWS FROM FINANCING ACTIVITIES:
  Change in book overdrafts.................................      4,451         7,331
  Net borrowings (repayments) on credit facility............       (499)        4,702
  Principal payments on notes payable and other long-term
    obligations.............................................     (4,961)      (13,452)
  Capitalized financing costs...............................         --        (2,977)
  Proceeds related to stock issuance, net of expenses.......     10,000        15,000
                                                                -------       -------
Net cash provided by financing activities...................      8,991        10,604
                                                                -------       -------
Net change in cash..........................................     (1,858)           --
Cash at beginning of period.................................      2,905            --
                                                                -------       -------
Cash at end of period.......................................    $ 1,047       $    --
                                                                =======       =======
SUPPLEMENTAL DISCLOSURES OF:
  Cash flow information--
    Cash payments for interest..............................    $ 4,376       $ 2,596
                                                                =======       =======
    Cash payments for income taxes..........................    $    --       $   523
                                                                =======       =======
  Non-cash flow information--
    Conversion of debt to stock.............................    $ 2,500       $    --
                                                                =======       =======
    Acquisition cost financed with debt.....................    $    --       $ 7,085
                                                                =======       =======
    Allocation of term loan value to stock warrants.........    $    --       $ 1,700
                                                                =======       =======
    Exchange of pledged stock for option grants.............    $ 1,500       $    --
                                                                =======       =======
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       5
<PAGE>
               MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. PRESENTATION

    The accompanying unaudited condensed consolidated financial statements have
been prepared by Marketing Specialists Corporation (formerly Merkert American
Corporation, the "Company") in accordance with accounting principles generally
accepted in the United States for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. In the opinion of management, all adjustments consisting of normal
recurring accruals considered necessary to present fairly the financial
position, results of operations and cash flows of the Company for the interim
periods presented have been made. The consolidated results of operations for the
interim periods in 2001 are not necessarily indicative of those that may be
expected for the year ended December 31, 2001.

    This financial information should be read in conjunction with the
consolidated financial statements and notes thereto for the period ended
December 31, 2000, included in the Annual Report on Form 10-K of Marketing
Specialists Corporation and Subsidiaries.

    Certain prior-year balances have been reclassified to conform to the
current-year presentation.

2. MANAGEMENT'S PLANS, LIQUIDITY AND CAPITAL RESOURCES

    As disclosed in the Company's Annual Report on Form 10-K for the period
ended December 31, 2000, the operating environment confronting the Company
raises uncertainty about the Company's ability to continue as a going concern.
The principal conditions giving rise to that uncertainty include the following:

    - The Company has incurred losses and negative operating cash flows in every
      fiscal period since its inception. For the three months ended March 31,
      2001 and the year ended December 31, 2000, the Company incurred a loss
      from continuing operations of approximately ($8.3) million and ($364.8)
      million, respectively. The results for 2000 included a goodwill impairment
      loss of approximately ($307.0) million, and negative operating cash flows
      of approximately ($26.0) million.

    - As of March 31, 2001 and December 31, 2000, the Company had negative
      working capital of approximately ($89.7) million and ($58.5) million,
      respectively. The balance as of March 31, 2001, included ($82.5) million
      related to the Amended Senior Credit Facility Amendments (as defined in
      Note 6), which expire in March 2002. The balance as of December 31, 2000,
      included ($29.9) million related to the Amended Credit Agreement (as
      defined) and ($19.0) million related to the First Union Amended Credit
      Agreement (as defined).

    - During 2000, the Company's primary stockholder provided approximately
      $43.3 million of funds to the Company and participated in the Amended
      Credit Agreement, both of which provided liquidity to meet the current
      obligations under the Company's various debt agreements. During the
      quarter ended March 31, 2001, the primary stockholder provided
      approximately $10.0 million of funds to the Company. Since the first
      quarter of 2001, the Company has received $2.0 million in additional funds
      from the same stockholder.

    - The share price of the Company's Common Stock has decreased from $15.50 in
      the first quarter of 1999 to a low of $0.19 in the fourth quarter of 2000.

                                       6
<PAGE>
               MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

2. MANAGEMENT'S PLANS, LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
    - The rating of Company's public debt, the Registered Notes (as defined in
      Note 6), was downgraded to a CC in April 2001. Based on recent trading,
      the Registered Notes have an aggregate fair value of approximately
      $11.3 million.

    During the latter part of 2000, the Company implemented an aggressive
initiative designed to improve efficiency and reduce costs. The Company reduced
its workforces by approximately 6%, providing $11.5 million in annual savings,
and consolidated 15 offices (17% of the occupied facilities). The Company also
made changes to its organizational structure to focus on the key components of
the business, improve financial reporting systems and controls, and develop a
more effective sales and marketing strategy.

    Management believes that the successful implementation of the initiatives
will enable the Company to achieve profitability. Management believes that the
cost reductions, improved financial and operating controls, and a focused sales
and marketing effort should provide positive results from operations and cash
flows in the near term. Management also believes that the long-term benefits of
the plan will stabilize the Company and improve its financial ratios.

    Achievement of projected cash flows from operations, however, will be
dependent upon the Company's attainment of forecasted revenues, improved
operating costs and trade support levels that are consistent with its financial
plans. Such operating performance will be subject to financial, economic and
other factors affecting the industry and operations of the Company, including
factors beyond its control, and there can be no assurance that the Company's
plans will be achieved. In addition, the Company borrows funds on a variable
rate basis, and continued compliance with loan covenants is partially dependent
on relative interest rate stability. If projected cash flows from operations are
not realized, or if there are significant increases in interest rates, then the
Company may have to explore various available alternatives, including obtaining
further modifications of its existing lending arrangements, renegotiating debt
payments associated with acquired companies, seeking additional contributions of
equity or loans from MS Acquisition Limited ("MS Acquisition") or attempting to
locate additional sources of financing, all of which are beyond the Company's
control and provide no certainty of success.

3. IMPAIRMENT LOSS RELATED TO GOODWILL BALANCES

    The Company's continued operating losses, negative operating cash flows and
frequent cash infusions from a related party for working capital purposes
indicated that long-lived assets may be impaired. A goodwill impairment analysis
performed at the end of 2000 indicated that the Company's recorded goodwill
exceeded the Company's estimated future cash flows, undiscounted and excluding
interest charges. Accordingly, an impairment loss was measured using discounted
cash flows compared to recorded goodwill. During the fourth quarter of 2000, the
Company recognized an impairment loss of approximately ($307.0) million, or
($14.62) per share, which equaled the Company's net goodwill balance as of
December 31, 2000. The impairment loss appears as a component of the Company's
loss from continuing operations for the year ended December 31, 2000.

                                       7
<PAGE>
               MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

4. LOSS PER SHARE

    The following table sets forth the computation of basic and diluted loss per
share (unaudited and amounts in thousands, except share and per share amounts):

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED      THREE MONTHS ENDED
                                            MARCH 31, 2001          MARCH 31, 2000
                                         ---------------------   ---------------------
<S>                                      <C>                     <C>
Numerator:
  Loss from continuing operations......       $   (8,286)             $   (6,537)
  Income from discontinued
    operations.........................       $       --              $      464
  Loss applicable to common *..........       $   (8,623)             $   (6,073)
Denominator
  Weighted average shares--basic and
    diluted                                   25,985,545              15,743,867
  Number of options excluded as they
    would be Anti-dilutive.............        1,519,659               1,313,667
  Number of warrants excluded as they
    would be Anti-dilutive.............          687,136                 687,136
Per common share information--basic and
  diluted
  Loss from continuing operations......       $    (0.32)             $    (0.42)
  Income from discontinued
    operations.........................       $       --              $     0.03
  Loss available to common.............       $    (0.33)             $    (0.39)
</TABLE>

------------------------

*   GIVES EFFECT TO PREFERRED DIVIDENDS OF APPROXIMATELY $337K FOR THE 2001
    PERIOD

5. DISCONTINUED PRIVATE LABEL OPERATIONS

    In July 2000, the Company signed a letter of intent to sell its Private
Label operations, known as Buy Sell, to Woodland Partners. On January 19, 2001,
the Company completed the sale of Buy Sell to Woodland Partners. For reporting
purposes, Buy Sell qualified as a segment, as it represented a separate major
line of business for the Company. For purposes of calculating the loss from
discontinued operations, the measurement date was November 30, 2000, and the
disposal date was January 19, 2001.

    The $0.4 million of income from the discontinued operations (as reported in
the consolidated statement of operations for the three months ended March 31,
2000) represents Buy Sell operating results for the 2000 period. Total estimated
net assets transferred to Woodland Partners were approximately $1.7 million,
which included approximately $1.8 million in trade receivables, $0.8 million in
inventory and other current assets, and ($0.9) million in current liabilities.
Buy Sell operating results for the period of 2001 through the disposal date
(approximately ($0.2) million) were included in the disposal loss recognized in
the Company's operating results for the year ended December 31, 2000.

                                       8
<PAGE>
               MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

6. LONG-TERM OBLIGATIONS

    Long-term obligations consist of the following (amounts in thousands):

<TABLE>
<CAPTION>
                                                         MARCH 31, 2001   DECEMBER 31, 2000
                                                         --------------   -----------------
                                                          (UNAUDITED)
<S>                                                      <C>              <C>
10.125% Senior Subordinated Notes, due December 15,
  2007                                                      $100,000          $100,000
Credit Facility:
  First Union Amended Credit Agreement.................       34,150            33,938
  Amended Revolver.....................................       29,368            29,866
  Tranche B Note.......................................       19,000            19,000
Bank--mortgage loans                                          12,441            12,508
Notes payable..........................................       44,328            46,263
Loan from affiliate....................................           --             2,500
Covenants not to compete...............................       17,627            20,068
Acquisition-related deferred compensation..............       32,931            33,868
Obligations under capital leases.......................          830               919
                                                            --------          --------
                                                             290,675           298,930
Less current maturities................................      (99,380)          (68,407)
                                                            --------          --------
  Net long-term obligations............................     $191,295          $230,523
                                                            ========          ========
</TABLE>

    SENIOR SUBORDINATED NOTES

    In December 1997, concurrently with the sale by Richmont Marketing
Specialists Inc. ("RMSI") of $100.0 million of 10 1/8% Senior Subordinated Notes
due 2007 (the "Issued Notes"), RMSI entered into an Exchange and Registration
Rights Agreement with the initial purchaser of the Issued Notes. Under the terms
of that agreement, RMSI agreed to file a registration statement regarding the
exchange of the Issued Notes for new notes registered under the Securities Act
of 1933, and to offer the holders of the Issued Notes an opportunity to exchange
their unregistered notes for registered notes.

    On June 21, 1999, RMSI filed a Registration Statement on Form S-4 with the
Securities and Exchange Commission to register $100.0 million of new notes (the
"Registered Notes"). Subsequently, RMSI completed an exchange of the Issued
Notes for the Registered Notes. The Registered Notes are identical in all
material respects to the Issued Notes, except for transfer restrictions and
registration rights. The Company assumed this outstanding indebtedness in
connection with the Merger (as defined in Item 2: Acquisition and Divestiture
History--the Merger).

    The Registered Notes are unsecured and are subordinated in right of payment
to all existing and future senior indebtedness of the Company. The Registered
Notes are fully and unconditionally guaranteed on an unsecured, senior
subordinated, joint and several basis by certain guarantor wholly-owned
subsidiaries of the Company as defined in the Registration Statement, which
comprise substantially all the direct and indirect subsidiaries of the Company.
The Company is a holding company with no assets, liabilities or operations other
than its interests in its subsidiaries. Separate financial statements and other
disclosures for such subsidiaries have not been presented due to management's
determination that such information is not material to investors.

    Interest on the Registered Notes is payable semiannually on June 15 and
December 15 of each year, commencing June 15, 1998. The principal on the
Registered Notes is payable on December 15, 2007, the

                                       9
<PAGE>
               MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

6. LONG-TERM OBLIGATIONS (CONTINUED)
maturity date. The Company may not redeem the Registered Notes prior to
December 15, 2002, except as described below. On or after such date, the Company
may redeem the Registered Notes, in whole or in part, at the following
redemption prices: 2002--105.063%; 2003--103.375%; 2004--101.688%; 2005 or
thereafter--100.000%, together with accrued and unpaid interest, if any, to the
date of redemption. The Registered Notes are not subject to any sinking fund
requirement. Upon a change of control, as defined (not triggered by the Merger),
each holder of the Registered Notes will have the right to require the Company
to make an offer to repurchase such holder's Registered Notes at a price equal
to 101% of the principal amount thereof, together with accrued and unpaid
interest, if any, to the date of repurchase.

    The Registered Notes subject the Company to certain limitations and
restrictions primarily related to obtaining additional indebtedness, payment of
dividends, and sales of assets and subsidiary stock, which may require the
consent of the holders of the Registered Notes.

    In April 2001, the rating of the Registered Notes was lowered to CC. Based
on recent trading information, the fair value of the Registered Notes is
approximately $11.3 million, as compared to a carrying value of $100.0 million.

    FIRST UNION AMENDED CREDIT AGREEMENT

    On November 17, 2000, the Company became party to a First Amendment to the
Credit Agreement among the Company, certain of its subsidiaries as guarantors,
and First Union National Bank, N.A. as agent (the "First Union Amended Credit
Agreement"). The First Union Amended Credit Agreement amends the term loan, as
previously amended, and provides for the consent of First Union National Bank,
N.A. to the Increase (as defined below), the Borrowing Base Amendment (as
discussed below), and the repayment of the previously issued $2.5 million
promissory note to MS Acquisition. The First Union Amended Credit Agreement also
amends the term loan, as previously amended, to reflect the terms of the Amended
Credit Agreement (as defined below). The Company was in violation of certain
covenants at March 30, 2001. See "Amended Senior Credit Facility Amendments"
discussion for more information concerning these violations and related waivers
and amendments.

    AMENDED CREDIT AGREEMENT

    On November 17, 2000, the Company became party to an amendment to the Credit
Agreement among the Company, certain of its subsidiaries, The Chase Manhattan
Bank, N.A. as the agent (the "Agent") and the lenders parties thereto (the
"Amended Credit Agreement"). The Amended Credit Agreement provides for an
increase in the maximum amount available under the revolver, as previously
amended, from $50.0 million to a maximum commitment of $60.0 million (the
"Increase"), which is comprised of a $41.0 million variable commitment (the
"Tranche A Note") and a subordinated $19.0 million fixed commitment (the
"Tranche B Note"). MS Acquisition purchased a 100% participation interest in the
Tranche B Note.

    The Tranche A Note provides for a $41.0 million revolving line of credit
(the "Amended Revolver"), which accrues interest at rate equal to the Base Rate
(a reference rate based on the prime rate, which equaled 9.5% at December 31,
2000) plus 2.25%. The Amended Revolver will revolve up to the lesser of
$41.0 million or the Borrowing Base, which is a function of the Company's
eligible receivables and the Advance Percent determined by the Agent. As part of
the Amended Credit Agreement, the Agent has decreased the Advance Percent,
thereby decreasing the Borrowing Base (the "Borrowing Base Amendment"). The
Company must fulfill all payment obligations under the Amended Revolver before
making

                                       10
<PAGE>
               MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

6. LONG-TERM OBLIGATIONS (CONTINUED)
any interest payments on the Tranche B Note. The Tranche A Note and any accrued
and unpaid interest will mature on March 30, 2002.

    The Tranche B Note bears interest at a rate equal to the Base Rate plus
2.25%. The Tranche B Note and any accrued and unpaid interest will mature on
March 30, 2002. The fixed commitment under the Tranche B Note is not subject to
the Borrowing Base. MS Acquisition funded the $19.0 million balance of the
Tranche B Note, subject to the terms of a master participation agreement. The
Company was in violation of certain covenants at March 30, 2001. See "Amended
Senior Credit Facility Amendments" below.

    AMENDED SENIOR CREDIT FACILITY AMENDMENTS

    As of March 30, 2001, the Company was in violation of certain covenants
under the Amended Credit Agreement and the First Union Amended Credit Agreement
(collectively referred as the "Amended Senior Credit Facility") in connection
with (i) its failure to provide annual financial statements within ninety
(90) days of its fiscal year end, (ii) the certifying accountant's qualification
of the Company's annual financial statements on a going concern basis, and
(iii) the Company's failure to deliver certain items to the Agent by March 15,
2001 as required by the Amended Credit Agreement. On April 19, 2001, the Company
entered into (a) a Waiver and Third Amendment to Credit Agreement amending the
Amended Credit Agreement and (b) Second Amendment to Credit Agreement amending
the First Union Amended Credit Agreement ((a) and (b) collectively defined as
the "Amended Senior Credit Facility Amendments").

    Under the Amended Senior Credit Facility Amendments, the Company
(i) received a waiver for its current defaults under the Amended Senior Credit
Facility and (ii) paid a fee of approximately $0.2 million as consideration in
obtaining the amendments and waiver of the defaults under the Amended Credit
Agreement. The Amended Senior Credit Facility Amendments provide, among other
things, that (i) the Agent may increase the Advance Percent as of March 31,
2001, but before June 1, 2001, thereby increasing the Borrowing Base under the
Amended Senior Credit Facility, (ii) amends the definition of "EBITDA" in the
Amended Senior Credit Facility to include certain write-offs in the amortization
and depreciation expense deducted in determining Net Income, and (iii) amends
the baseline amounts for determining Minimum EBITDA. Under the Amended Senior
Credit Facility Amendments, the Company must meet certain post-closing
covenants, including, among other things, the delivery of its annual financial
statements by April 27, 2001 and the delivery of certain other items by May 31,
2001.

    As of March 31, 2001, the carrying balance of the First Union Amended Credit
Agreement, as amended, was approximately $34.2 million. As of March 31, 2001,
the carrying balance of the Amended Credit Agreement, as amended, was
approximately $48.4 million, and the unused availability was approximately
$3.4 million.

    CONVERSION OF LOAN FROM AFFILIATE TO REDEEMABLE CONVERTIBLE PREFERRED STOCK

    On January 26, 2001, the Company issued 7,568 shares of the Series B
Preferred Stock to MS Acquisition for an aggregate purchase price of
approximately $7.6 million pursuant to the terms of a preferred stock purchase
agreement. The purchase price consisted of the cancellation of the previously
issued $2.5 million promissory note held by MS Acquisition and, including all
accrued and unpaid interest, plus an additional cash payment of approximately
$5.0 million to the Company.

                                       11
<PAGE>
               MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

7. INCOME TAXES

    The Company's income tax provision varies from the statutory rate primarily
because of the difference in book and tax treatment of intangible assets, the
non-deductibility of certain portions of meal and entertainment expenses and
officer's life insurance premiums, state income taxes imposed by the various
states on the Company's operations, and the valuation allowance provided for
deferred tax assets that more likely than not will not be realizable in the
future.

8. REDEEMABLE CONVERTIBLE PREFERRED STOCK

    SERIES B PREFERRED STOCK

    On January 26, 2001, the Company issued 7,568 shares of the Company's
Series B 8.0% Convertible Paid-in-Kind Preferred Stock, par value $0.01 per
share (the "Series B Preferred Stock") to MS Acquisition for an aggregate
purchase price of approximately $7.6 million pursuant to the terms of a
preferred stock purchase agreement. The purchase price consisted of the
cancellation of the previously issued $2.5 million promissory note held by MS
Acquisition, including all accrued and unpaid interest, plus an additional cash
payment of approximately $5.0 million to the Company. A total of $4.0 million of
the cash proceeds were received in December 2000 and appeared as a component of
Other Liabilities in the consolidated balance sheet as of December 31, 2000. The
incremental proceeds from the issuance of the Series B Preferred Stock were used
for general corporate purposes.

    SERIES C PREFERRED STOCK

    On March 26, 2001, the Company's Board of Directors authorized the issuance
of up to 20,000 shares of Series C 8.0% Convertible Paid-In-Kind Preferred
Stock, $0.01 par value per share (the "Series C Preferred Stock"). The Series C
Preferred Stock has a stated value of $1,000 per share. The Series C Preferred
Stock is of equal class with the undesignated preferred stock of the Company and
the Series B Preferred Stock previously authorized and any future designated
series of preferred stock unless specifically noted in future preferred stock
agreements.

    Each share of the Series C Preferred Stock is convertible into that number
of shares of the Company's common stock (the "Common Stock") equal to the result
obtained by dividing the stated value of the Series C Preferred Stock by the
conversion price in effect at the conversion date.

    All dividends on issued shares of the Series C Preferred Stock are
cumulative, whether or not the dividends are earned or declared, on a daily
basis from the issue date and payable quarterly in arrears on each dividend
payment date. Even if not declared, all unpaid dividends will compound quarterly
at an annual dividend rate equal to 8.0%, or the applicable dividend rate.

    On June 22, 2010, the Company will be obligated to redeem, to the extent of
funds legally available, all outstanding shares of the Series C Preferred Stock
at a redemption price equal to 100% of the liquidation preference per share. The
liquidation preference per share will be equal to the greater of $1,000 per
share or the amount that the equivalent number of shares of Common Stock (based
on the conversion rate applicable at the liquidation date) would be entitled to
receive, plus any unpaid dividends.

    On March 28, 2001, the Company issued 9,000 shares of the Series C Preferred
Stock to MS Acquisition for an aggregate purchase price of $9.0 million in cash
pursuant to the terms of a preferred stock purchase agreement. The proceeds from
the issuance of the Series C Preferred Stock were used for general corporate
purposes.

                                       12
<PAGE>
               MARKETING SPECIALISTS CORPORATION AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

8. REDEEMABLE CONVERTIBLE PREFERRED STOCK (CONTINUED)
    As of March 31, 2001, cumulative dividends on outstanding shares of
redeemable convertible preferred stock were approximately $0.5 million.

9. REMOVAL FROM NASDAQ SMALLCAP ISSUES LISTING

    Effective March 14, 2001, the Company's Common Stock is no longer listed on
the Nasdaq SmallCap Market. The Company is eligible for trading on the OTC
Bulletin Board.

10. LEONARD EXCHANGE AGREEMENT

    In conjunction with a previous employment and noncompetition agreement by
and between the Company and Mr. Leonard (the "First Leonard Employment
Agreement"), Mr. Leonard executed a promissory note in favor of the Company for
$1.5 million (the "Leonard Note"). Pursuant to the terms of the Leonard Note,
Mr. Leonard purchased 300 shares of Common Stock, which stock was pledged to the
Company as security, pursuant to the terms of a stock pledge agreement between
the Company and Leonard (the "Leonard Pledge Agreement"). On July 7, 1998 and
January 11, 1999, the Company released 60 and 121,817 (after giving effect to
the share recapitalization in connection with the Company's initial public
offering) shares of Common Stock, respectively, from the pledge.

    On April 27, 1999, under the terms of the current employment, the Leonard
Note became due and payable on April 8, 2004 and certain shares of the Common
Stock were released from the pledge such that shares having a fair market value
of $1.5 million (as of January 11, 1999) would remain subject to the pledge.
After giving effect to the releases and share recapitalization, 98,361 shares of
Common Stock were pledged pursuant to the Leonard Pledge Agreement (the "Leonard
Pledged Shares"). The Company has now deemed it is in its best interests that it
should no longer issue promissory notes requiring a pledge of the Company's
Common Stock as security. Rather, the Company now achieves the same economic
benefits for its employees through the issuance of employee stock options to
purchase shares of Common Stock at a stated exercise price.

    To make the Leonard Note, Leonard Pledge Agreement, Leonard Pledged Shares
and related provisions of the First Leonard Employment Agreement consistent with
the Company's current practice, Mr. Leonard surrendered any and all rights and
obligations he had under the Leonard Note, Leonard Pledge Agreement, and Leonard
Pledged Shares in exchange for issuance of employee stock options pursuant to
which Leonard will have an option to purchase 98,361 shares of Common Stock at
an aggregate exercise price of $1.5 million, or $15.25 per share, all in
accordance with the Exchange Agreement entered into on February 12, 2001, by and
between the Company and Mr. Leonard (the "Exchange Agreement").

    As a result of the Exchange Agreement, the $1.5 million note for sale of
Common Stock due from Mr. Leonard was charged to additional paid-in capital
during the first quarter of 2001.

11. SUBSEQUENT EVENTS

    On April 25, 2001, the Company issued 2,000 shares of the Series C Preferred
Stock to MS Acquisition for an aggregate purchase price of $2.0 million in cash
pursuant to the terms of a preferred stock purchase agreement. The proceeds from
the issuance of the Series C Preferred Stock were used for general corporate
purposes.

                                       13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS

    This Report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The words
"believe," "expect," "anticipate," "intend," "estimate," "assume," and other
similar expressions, which are predictions of or indicate future events and
trends that do not relate solely to historical matters, identify forward-looking
statements. Reliance should not be placed on forward-looking statements because
they involve known and unknown risks, uncertainties and other factors, that in
some cases are beyond the control of the Company. These items may cause the
actual results, performance or achievements of the Company to differ materially
from the anticipated future results, performance or achievements expressed or
implied by such forward-looking statements.

INTRODUCTION

    The Company was incorporated on March 4, 1998, to create a leading national
food brokerage firm providing outsourced sales, merchandising and marketing
services to suppliers and producers of food products and consumer goods
("Manufacturers"). The Company acts as an independent sales and marketing
representative, selling grocery and consumer products on behalf of Manufacturers
and coordinating the execution of Manufacturers' marketing programs with
wholesalers, mass merchandisers, supercenters, membership warehouses, drug
stores and specialty food outlets ("Retailers"). The Company's principal source
of revenue is commissions it receives from Manufacturers.

    On December 18, 1998, the Company consummated the Offering of 4,400,000
shares of Common Stock at an offering price of $15.00 per share. Simultaneously
with the initial public offering (the "Offering"), the Company purchased in
separate transactions (collectively, the "Combination") all of the issued and
outstanding capital stock of Merkert Enterprises, Inc. ("Merkert") and
Rogers-American Company, Inc. ("Rogers"). As a result, each of Merkert and
Rogers became a wholly-owned subsidiary of the Company. Prior to December 18,
1998, the Company conducted operations only in connection with the Combination
and the Offering. In January 1999, the Company issued 290,000 shares of Common
Stock in connection with the exercise of a portion of the over-allotment option
by the underwriters of the Offering, raising net proceeds of approximately
$4.0 million.

ACQUISITION AND DIVESTITURE HISTORY

    GENERAL

    The Merger and other acquisitions noted below were accounted for using the
purchase method of accounting. The intangible assets resulting from each
acquisition are being amortized over their estimated useful lives.

    THE MERGER

    On August 18, 1999, the Company merged with RMSI (the "Merger") for an
aggregate discounted purchase price of approximately $236.8 million, which
included approximately $3.4 million in cash payments for closing costs,
$170.0 million in assumed debt and $63.4 million in Common Stock and options.
Under the terms of the Merger, RMSI stockholders received 6,705,551 shares of
the Company's Common Stock. The Company also granted certain RMSI stockholders
and employees options to purchase 800,000 in additional shares of the Company's
Common Stock at a price equal to $13.50 per share. For financial reporting
purposes, the Company is presented as the acquiring entity, since the Company's
stockholders own the largest portion of the Common Stock of the combined
Company. Immediately following the Merger, the Company amended its certificate
of incorporation to change its corporate name to "Marketing Specialists
Corporation." The operating results of RMSI have been included in the Company's
operating results for all periods subsequent to the Merger.

                                       14
<PAGE>
    OTHER ACQUISITIONS AND DIVESTITURES

    In January 2000, the Company acquired Johnson-Leiber, Inc.
("Johnson-Leiber"), a brokerage firm operating in the Seattle, Washington;
Spokane, Washington; Portland, Oregon; Billings, Montana; and Anchorage, Alaska
markets. The Company acquired Johnson-Leiber for an aggregate discounted
purchase price of approximately $10.2 million, which included approximately
$3.2 million in cash payments and $7.0 million in new debt and other incentives.
The operating results of Johnson-Leiber have been included in the Company's
operating results for all periods subsequent to the acquisition date.

    In April 2000, the Company acquired the Sales Force Companies, Inc. ("Sales
Force"), a full service brokerage firm operating in the Central Region of the
United States. The Company acquired Sales Force for an aggregate discounted
purchase price of approximately $18.8 million, which included approximately
$6.1 million cash payments, $7.8 million in new debt, and $4.9 million in
assumed debt. The operating results of Sales Force have been included in the
Company's operating results for all periods subsequent to the acquisition date.

    In July 2000, the Company signed a letter of intent to sell its Private
Label business, known as Buy Sell, to Woodland Partners. On January 19, 2001,
the Company completed the sale of Buy Sell to Woodland Partners. For reporting
purposes, Buy Sell qualified as a segment, as it represented a separate major
line of business for the Company. For purposes of calculating the loss from
discontinued operations, the measurement date was November 30, 2000, and the
disposal date was January 19, 2001.

RESULTS OF OPERATIONS

    The following defined terms are used in conjunction with the Company's
discussion of operating results.

    REVENUES.  Revenues are derived mainly from commissions earned from
Manufacturers based on the Manufacturers' invoices to Retailers for products
sold. Commissions are usually expressed as a percentage of the invoice as agreed
by contract between the Manufacturer and broker. Commission rates typically
range from 3% for full brokerage services to 1% for retail-only services.
Revenues are presented net of allowances and deductions taken by Manufacturers.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling expenses consist
predominately of salaries, fringe benefits and incentives for personnel directly
involved in providing services to Manufacturers and Retailers. Other selling
expenses include, among other things, automobiles utilized by the sales
personnel, promotional expenses, and travel and entertainment. General and
administrative expenses consist primarily of salaries and fringe benefits for
administrative and corporate personnel, occupancy and other office expenses,
information technology, communications and insurance.

    DEPRECIATION AND AMORTIZATION EXPENSES.  Depreciation and amortization
expenses relate to property, plant and equipment and intangible assets,
including goodwill and non-compete agreements.

    IMPAIRMENT LOSS.  Impairment loss relates to the impairment of the Company's
goodwill.

    INCOME FROM DISCONTINUED OPERATIONS.  Income from discontinued operations
relates to the operations of segments of the business that the Company sold or
disposed of and the associated gain or loss on disposal.

RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS
  ENDED MARCH 31, 2000

    REVENUES.  Revenues decreased approximately $5.3 million (or 5.7%) to
approximately $89.1 million for the three months ended March 31, 2001, as
compared to $94.4 million for the same period in 2000. The decline in revenues
is primarily attributable to the change in how the Company calculated and
reserved its

                                       15
<PAGE>
trade receivables balance, resulting in an overall increase relative to 2000 of
approximately $2.6 million. In addition, the Company did not represent several
Manufacturers in 2001 that were represented in 2000.

    SELLING EXPENSES.  Selling expenses decreased approximately $1.6 million (or
2.3%) to approximately $68.8 million for the three months ended March 31, 2001,
as compared to $70.4 million for the same period in 2000. Subsequent to the
Merger, the Company spent the first half of 2000 evaluating its resources,
integrating all offices onto one common sales and order entry system, rolling
out common administrative and sales practices, and implemented a new
organization structure. As a result, the Company incurred additional travel,
salary and integration costs during 2000. In 2001, the Company has continued to
realize the benefits of these integration efforts. See "Combined Integration
Activities."

    GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
decreased approximately $2.1 million (or 11.9%) to approximately $15.9 million
for the three months ended March 31, 2001, as compared to $18.0 million for the
same period in 2000. The decrease in general and administrative expenses is
associated with the benefits derived from the integration efforts discussed
above. See "Combined Integration Activities."

    As a percentage of total revenues, selling, general and administrative
expenses increased to 95.0% for the three months ended March 31, 2001, from
93.6% for the same period in 2000, due to the factors discussed above.

    Earnings before interest, taxes, depreciation and amortization decreased
approximately $1.6 million to approximately $4.4 million for the three months
ended March 31, 2001, as compared to $6.0 million for the same period in 2000,
as a result of the factors noted above.

    DEPRECIATION AND AMORTIZATION.  Depreciation and amortization expenses
decreased approximately $1.9 million (or 30.2%) to approximately $4.3 million
for the three months ended March 31, 2001, as compared to $6.2 million for the
same period in 2000. During the fourth quarter of 2000, the Company recognized a
$307.0 million impairment loss, which resulted in the writeoff of the Company's
recorded goodwill balances.

    INTEREST EXPENSE.  Interest expense increased approximately $1.9 million (or
28.6%) to approximately $8.3 million for the three months ended March 31, 2001,
as compared to $6.4 million for the same period in 2000. The overall increase
was attributable to increased short-term borrowing made possible by the credit
facility refinancings completed during the first and fourth quarter of 2000 and
interest on the Registered Notes.

    LOSS BEFORE INCOME TAX EXPENSE AND DISCONTINUED OPERATIONS.  The loss before
income taxes and discontinued operations increased approximately ($1.8) million
to approximately ($8.3) million for the three months ended March 31, 2001, from
($6.5) million for the same period in 2000, as a result of the factors noted
above.

    PROVISION FOR INCOME TAXES.  The Company has not recorded any tax benefits
associated with the losses for the periods presented, since it is more likely
than not that the Company will not realize such benefits.

    INCOME (LOSS) FROM DISCONTINUED OPERATIONS.  The results for the three
months ended March 31, 2000, included income of approximately $0.5 million from
Buy Sell operations.

    NET LOSS.  Net loss increased approximately ($2.2) million to approximately
($8.3) million for the three months ended March 31, 2001, from ($6.1) million in
the same period in 2000, as a result of the factors noted above.

                                       16
<PAGE>
COMBINED INTEGRATION ACTIVITIES

    Since the beginning of 1999, the Company completed seven acquisitions,
resulting in the coverage of new geographic markets and expanding representation
of Manufacturers' product offerings within existing markets. The Company's
strategic acquisition plan included the selection, acquisition and management of
businesses in various brokerage markets, including the retail food, food service
and private label markets.

    As part of the Merger, the Company further integrated many of its sales
offices and most of its administrative operations (including accounting,
treasury, payroll, human resources, and information technology). This process
resulted in the integration and consolidation of 37 facilities throughout the
Southeast and Mid-Atlantic regions of the country. As a result of its ongoing
integration activities, the Company recorded a restructuring charge during the
year ended December 31, 1999 of approximately $13.3 million. The charge
consisted of approximately $8.6 million relating to non-cancelable lease
obligations on vacated facilities and $4.7 million relating to severance and
other personnel-related amounts.

    During the third quarter of 2000, the Company recorded an additional
restructuring charge of approximately $2.5 million relating to severance and
other termination costs. During the same quarter, the Company also provided
additional reserves for certain trade receivables related to the continuing
integration of business processes into its corporate headquarters and changed
its estimate related to the collectibility of its trade receivables outstanding
in excess of 120 days. Management's change in the estimated realizable value of
its receivables resulted in the recognition of approximately $19.5 million in
nonrecurring charges. The restructuring charge and the nonrecurring charges
appear as a reduction in the calculation of the Company's income from continuing
operations for the year ended December 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

    As disclosed in the Company's Annual Report on Form 10-K for the period
ended December 31, 2000, the operating environment confronting the Company
raises uncertainty about the Company's ability to continue as a going concern.
The principal conditions giving rise to that uncertainty include the following:

    - The Company has incurred losses and negative operating cash flows in every
      fiscal period since its inception. For the three months ended March 31,
      2001 and the year ended December 31, 2000, the Company incurred a loss
      from continuing operations of approximately ($8.3) million and ($364.8)
      million, respectively. The results for 2000 included a goodwill impairment
      loss of approximately ($307.0) million, and negative operating cash flows
      of approximately ($26.0) million.

    - As of March 31, 2001 and December 31, 2000, the Company had negative
      working capital of approximately ($89.7) million and ($58.5) million,
      respectively. The balance as of March 31, 2001, included ($82.5) million
      related to the Amended Senior Credit Facility Amendments (as defined),
      which expire in March 2002. The balance as of December 31, 2000, included
      ($29.9) million related to the Amended Credit Agreement (as defined) and
      ($19.0) million related to the First Union Amended Credit Agreement (as
      defined).

    - During 2000, the Company's primary stockholder provided approximately
      $43.3 million of funds to the Company and participated in the Amended
      Credit Agreement, both of which provided liquidity to meet the current
      obligations under the Company's various debt agreements. During the
      quarter ended March 31, 2001, the primary stockholder provided
      approximately $10.0 million of funds to the Company. Since the first
      quarter of 2001, the Company has received $2.0 million in additional funds
      from the same stockholder.

    - The share price of the Company's Common Stock has decreased from $15.50 in
      the first quarter of 1999 to a low of $0.19 in the fourth quarter of 2000.

                                       17
<PAGE>
    - The rating of Company's public debt, the Registered Notes, was downgraded
      to a CC in April 2001. Based on recent trading, the Registered Notes have
      an aggregate fair value of approximately $11.3 million.

    During the latter part of 2000, the Company implemented an aggressive
initiative designed to improve efficiency and reduce costs. The Company reduced
its workforces by approximately 6%, providing $11.5 million in annual savings,
and consolidated 15 offices (17% of the occupied facilities). The Company also
made changes to its organizational structure to focus on the key components of
the business, improve financial reporting systems and controls, and develop a
more effective sales and marketing strategy.

    Management believes that the successful implementation of the initiatives
will enable the Company to achieve profitability. Management believes that the
cost reductions, improved financial and operating controls, and a focused sales
and marketing effort should provide positive results from operations and cash
flows in the near term. Management also believes that the long-term benefits of
the plan will stabilize the Company and improve its financial ratios.

    Achievement of projected cash flows from operations, however, will be
dependent upon the Company's attainment of forecasted revenues, improved
operating costs and trade support levels that are consistent with its financial
plans. Such operating performance will be subject to financial, economic and
other factors affecting the industry and operations of the Company, including
factors beyond its control, and there can be no assurance that the Company's
plans will be achieved. In addition, the Company borrows funds on a variable
rate basis, and continued compliance with loan covenants is partially dependent
on relative interest rate stability. If projected cash flows from operations are
not realized, or if there are significant increases in interest rates, then the
Company may have to explore various available alternatives, including obtaining
further modifications of its existing lending arrangements, renegotiating debt
payments associated with acquired companies, seeking additional contributions of
equity or loans from MS Acquisition or attempting to locate additional sources
of financing, all of which are beyond the Company's control and provide no
certainty of success.

CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE
  MONTHS ENDED MARCH 31, 2000

    Net cash used in operating activities was approximately ($10.3) million for
the 2001 period, as compared to ($13.7) million for the 2000 period. The
Company's net loss of approximately ($8.3) million for the 2001 period included
non-cash depreciation expense and amortization expense of approximately
$1.7 million and $2.6 million, respectively. Operating cash flows for the 2001
period also included approximately $0.3 million in net decreases to accounts
receivable and approximately ($6.8) million in net decreases related to accounts
payable and accrued expenses. The Company's net loss of approximately ($6.1)
million for the 2000 period included noncash depreciation expense and
amortization expense of approximately $1.7 million and $4.4 million,
respectively. Operating cash flows for the 2000 period also included
approximately ($4.8) million in net increases to accounts receivable and
approximately ($9.2) million in decreases related to accounts payable and
accrued expenses. The Company has utilized proceeds from the sale of improved
properties, additional funds available as a result of the credit facility
refinancings completed in the first quarter and fourth quarter of 2000, and
funds provided by MS Acquisition throughout 2000 to cover working capital needs.

    Net cash used in investing activities was approximately ($0.6) million for
the 2001 period, as compared to net cash provided by investing activities of
approximately $3.1 million for the 2000 period. Investing cash flows for the
2000 period included approximately $6.6 million in cash proceeds related to the
sale of the Company's Orange County, California and Phoenix, Arizona properties
in February 2000. Investing cash flows for the 2000 period also included
approximately ($3.1) million in cash payments primarily related to the purchase
of Johnson-Leiber in January 2000.

                                       18
<PAGE>
    Net cash provided by financing activities was approximately $9.0 million for
the 2001 period, as compared to approximately $10.6 million for the 2000 period.
Financing cash flows for the 2001 period included $10.0 million in cash proceeds
received from MS Acquisition in exchange for issued convertible securities.
Financing cash flows for this period also included approximately $3.9 million in
net short-term borrowings and ($5.0) million in principal payments on long-term
obligations. Financing cash flows for the 2000 period included $15.0 million in
cash proceeds received from MS Acquisition in exchange for issued shares of
Common Stock. Financing cash flows for the 2000 period also included
approximately $12.0 million in net short-term borrowings and ($13.5) million in
principal payments on long-term obligations. Approximately ($8.8) million of
these payments related to the Company's initial term loan, which was refinanced
in the first quarter of 2000. During the 2000 period, the Company incurred
approximately ($3.0) million in costs related to the refinancing of short-term
borrowings.

    FIRST UNION AMENDED CREDIT AGREEMENT

    On November 17, 2000, the Company also became party to the First Union
Amended Credit Agreement. The First Union Amended Credit Agreement amends the
term loan, as previously amended, and provides for the consent of First Union
National Bank, N.A. to the Increase, the Borrowing Base Amendment, and the
repayment of the previously issued $2.5 million promissory note to MS
Acquisition. The First Union Amended Credit Agreement also amends the Amended
Term Loan to reflect the terms of the Amended Credit Agreement. As of
December 31, 2000, the discounted carrying amount under the First Union Amended
Credit Agreement was approximately $33.9 million. At March 30, 2001, the Company
was not in compliance with certain covenants related to this agreement. See
"Amended Senior Credit Facility Amendments" below for discussion of these
violations and related waivers and amendments.

    AMENDED CREDIT AGREEMENT

    On November 17, 2000, the Company became party to the Amended Credit
Agreement. The Amended Credit Agreement provides for the Increase, which is
comprised of the Tranche A Note and the Tranche B Note. MS Acquisition purchased
a 100% participation interest in the Tranche B Note.

    The Tranche A Note provides for the Amended Revolver, which accrues interest
at a rate equal to the Base Rate (a reference rate based on the prime rate) plus
2.25%. The Amended Revolver will revolve up to the lesser of $41.0 million or
the Borrowing Base, which is a function of the Company's eligible receivables
and the Advance Percent determined by the Agent. As part of the Amended Credit
Agreement, the Agent has decreased the Advance Percent, thereby decreasing the
Borrowing Base (the "Borrowing Base Amendment"). The Company must fulfill all
payment obligations under the Amended Revolver before making any interest
payments on the Tranche B Note. The Tranche A Note and any accrued and unpaid
interest will mature on March 30, 2002. As of December 31, 2000, the outstanding
amount under the Amended Revolver was approximately $29.9 million, and
approximately $0.9 million was available.

    The Tranche B Note bears interest at a rate equal to the Base Rate plus
2.25%. The Tranche B Note and any accrued and unpaid interest will mature on
March 30, 2002. The fixed commitment under the Tranche B Note is not subject to
the Borrowing Base. MS Acquisition funded the $19.0 million balance of the
Tranche B Note, subject to the terms of a master participation agreement. As of
December 31, 2000, the outstanding amount under the Tranche B Note was
$19.0 million.

    At March 30, 2001, the Company was not in compliance with certain covenants
related to this agreement. See "Amended Senior Credit Facility Amendments" below
for discussion of these violations and related waivers and amendments.

                                       19
<PAGE>
    AMENDED SENIOR CREDIT FACILITY AMENDMENTS

    As of March 30, 2001, the Company was in violation of certain covenants
under the Amended Credit Agreement and the First Union Amended Credit Agreement
(collectively referred as the "Amended Senior Credit Facility") in connection
with (i) its failure to provide annual financial statements within ninety
(90) days of its fiscal year end, (ii) the certifying accountant's qualification
of the Company's annual financial statements on a going concern basis, and
(iii) the Company's failure to deliver certain items to the Agent by March 15,
2001 as required by the Amended Credit Agreement. On April 19, 2001, the Company
entered into (a) a Waiver and Third Amendment to Credit Agreement amending the
Amended Credit Agreement and (b) Second Amendment to Credit Agreement amending
the First Union Amended Credit Agreement ((a) and (b) collectively defined as
the "Amended Senior Credit Facility Amendments").

    Under the Amended Senior Credit Facility Amendments, the Company
(i) received a waiver for its current defaults under the Amended Senior Credit
Facility and (ii) paid a fee of approximately $0.2 million as consideration in
obtaining the amendments and waiver of the defaults under the Amended Credit
Agreement. The Amended Senior Credit Facility Amendments provide, among other
things, that (i) the Agent may increase the Advance Percent as of March 31,
2001, but before June 1, 2001, thereby increasing the Borrowing Base under the
Amended Senior Credit Facility, (ii) amends the definition of "EBITDA" in the
Amended Senior Credit Facility to include certain write-offs in the amortization
and depreciation expense deducted in determining Net Income, and (iii) amends
the baseline amounts for determining Minimum EBITDA. Under the Amended Senior
Credit Facility Amendments, the Company must meet certain post-closing
covenants, including, among other things, the delivery of its annual financial
statements by April 27, 2001 and the delivery of certain other items by May 31,
2001.

    As of March 31, 2001, the carrying balance of the First Union Amended Credit
Agreement, as amended, was approximately $34.2 million. As of March 31, 2001,
the carrying balance of the Amended Credit Agreement, as amended, was
approximately $48.4 million, and the unused availability was approximately
$3.4 million.

    SERIES B PREFERRED STOCK

    On January 26, 2001, the Company issued 7,568 shares of the Series B
Preferred Stock to MS Acquisition for an aggregate purchase price of
approximately $7.6 million pursuant to the terms of a preferred stock purchase
agreement. The purchase price consisted of the cancellation of the previously
issued $2.5 million promissory note held by MS Acquisition, including all
accrued and unpaid interest, plus an additional cash payment of approximately
$5.0 million to the Company. A total of $4.0 million of the cash proceeds were
received in December 2000 and appeared as a component of Other Liabilities in
the consolidated balance sheet as of December 31, 2000. The incremental proceeds
from the issuance of the Series B Preferred Stock were used for general
corporate purposes.

    SERIES C PREFERRED STOCK

    On March 26, 2001, the Company's Board of Directors authorized the issuance
of up to 20,000 shares of the Series C Preferred Stock. The Series C Preferred
Stock has a stated value of $1,000 per share. The Series C Preferred Stock is of
equal class with the Preferred Stock and the Series B Preferred Stock previously
authorized and any future designated series of preferred stock unless
specifically noted in future preferred stock agreements.

    Each share of the Series C Preferred Stock is convertible into that number
of shares of Common Stock equal to the result obtained by dividing the stated
value of the Series C Preferred Stock by the conversion price in effect at the
conversion date.

    All dividends on issued shares of the Series C Preferred Stock are
cumulative, whether or not the dividends are earned or declared, on a daily
basis from the issue date and payable quarterly in arrears on

                                       20
<PAGE>
each dividend payment date. Even if not declared, all unpaid dividends will
compound quarterly at an annual dividend rate equal to 8.0%, or the applicable
dividend rate.

    On June 22, 2010, the Company will be obligated to redeem, to the extent of
funds legally available, all outstanding shares of the Series C Preferred Stock
at a redemption price equal to 100% of the liquidation preference per share. The
liquidation preference per share will be equal to the greater of $1,000 per
share or the amount that the equivalent number of shares of Common Stock (based
on the conversion rate applicable at the liquidation date) would be entitled to
receive, plus any unpaid dividends.

    On March 28, 2001, the Company issued 9,000 shares of the Series C Preferred
Stock to MS Acquisition for an aggregate purchase price of $9.0 million in cash
pursuant to the terms of a preferred stock purchase agreement. The proceeds from
the issuance of the Series C Preferred Stock were used for general corporate
purposes.

    On April 25, 2001, the Company issued 2,000 shares of the Series C Preferred
Stock to MS Acquisition for an aggregate purchase price of $2.0 million in cash
pursuant to the terms of a preferred stock purchase agreement. The proceeds from
the issuance of the Series C Preferred Stock were used for general corporate
purposes.

SEASONALITY; FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

    The Company has experienced and expects to continue to experience
fluctuations in quarterly revenues and operating results as a result of seasonal
patterns. The revenues of the Company have been stronger in the third and fourth
calendar quarters as a result of the historically strong sales associated with
consumer consumption during the holiday season and weaker in the first quarter
following such season. Results of operations for any particular quarter
therefore are not necessarily indicative of the results of operations for any
future period. Future seasonal and quarterly fluctuations could have a material
adverse effect on the Company's business, financial condition and results of
operations.

INFLATION

    The Company does not believe that its revenues have been materially affected
by inflation.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The Company is exposed to market risk related to its credit facility as
discussed in the accompanying Notes to the Consolidated Financial Statements.
The interest on the credit facility is subject to fluctuations in the market. A
1% increase in the interest rates applicable to the credit facility would result
in a $0.5 million reduction of the Company's financial position, results of
operations, and cash flows.

    The Company does not engage in trading market risk sensitive instruments and
does not purchase as investments, as hedges, or for purposes "other than
trading", instruments that are likely to expose the Company to certain types of
market risk, including interest rate, commodity price or equity price risk. The
Company has not entered into any forward or futures contracts, purchased any
options or entered into any swaps.

                                       21
<PAGE>
                           PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

    As reported in the Company's Current Report on Form 8-K dated July 6, 2000,
in the Company's Quarterly Report for the period ended June 30, 2000, and in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000, a
lawsuit was filed on June 8, 2000 in the Delaware Court of Chancery by William
Brown, III, on behalf of the public stockholders, alleging that the offer price
made in the proposal by an affiliate of the majority stockholder, Richmont
Capital Partners I, L.P., to purchase all outstanding shares of the Company is
inadequate. The plaintiff class asserts that the Board of Directors has violated
its fiduciary duties to the Company stockholders, including the duty of fair
dealing. The plaintiff class seeks the enjoinder of the tender offer or the
rescission of the contract if the offer is consummated and the awarding of
rescission damages. The suit has been consolidated with two other identical
suits. All parties have been served, but there has been secured an indefinite
extension to answer. Although discovery requests have been served by the
plaintiff class's counsel, a response will not be due until 30 days after an
agreement on the tender offer has been reached.

    On January 8, 2001, Vince Clanton filed suit against the Company in the
State Court of Cobb County, Georgia. Mr. Clanton alleges breach of a June 15,
1995 promissory note and pledge agreement. Mr. Clanton seeks amounts allegedly
due and payable under the note, plus interest and attorney's fees.

    On or about February 9, 2001, James P. Clarke, Jr. initiated an arbitration
claim with the American Arbitration Association (Nashville, Tennessee) entitled
JAMES P. CLARKE, JR. V. MARKETING SPECIALISTS CORPORATION, AS SUCCESSOR TO
ROGERS-AMERICAN CO., INC.. Mr. Clarke alleges breach of an employment agreement.
Mr. Clarke seeks from the Company, as successor-in-interest to Rogers-American
Co., Inc., amounts allegedly due him under the employment agreement.

    On March 30, 2001, Brown-Stagner-Richardson, Inc. and Fred A. Brown
("Brown") filed an action entitled BROWN-STAGNER-RICHARDSON, INC. AND FRED A.
BROWN V. ROGERS-AMERICAN COMPANY, INC. AND MARKETING SPECIALISTS, INC., Civil
Action No. 01-N-0798-S, in the United States District Court for the Northern
District of Alabama, Southern Division. Brown alleges breaches of the
November 1, 1996 consulting and employment/non-competition/non-disclosure
agreements. Brown is claiming monetary damages under the consulting agreement,
and payment for automobile allowance and health insurance premiums under the
employment agreement.

    On April 2, 2001, an action entitled GERALDINE D. RICHARDS, INDIVIDUALLY AND
AS CO-TRUSTEE OF THE RICHARDS FAMILY TRUST, AND SUNTRUST BANK OF TAMPA BAY, AS
CO-TRUSTEE OF THE RICHARDS FAMILY TRUST, was filed against the Company in the
Hillsborough Circuit Court, Hillsborough County, Florida. The claimants in the
suit allege a default under a June 6, 1989 promissory note, an April 17, 1992
amendment thereto and guaranty. The claimants seek amounts allegedly due and
payable under the note and the amendment, plus interest and attorneys' fees.

    On April 6, 2001, Edward Keljik filed suit against the Company in the
Norfolk Superior Court, Commonwealth of Massachusetts. Mr. Keljik alleges
default under a promissory note and seeks amounts allegedly due under the note,
plus interest and attorneys' fees.

    On or about April 10, 2001, Alfred A. McGarity initiated an arbitration
claim with the American Arbitration Association (Charlotte, North Carolina)
against the Company. Mr. McGarity claims breach of a May 1, 1987 salary
continuation and non-competition agreement between Mr. McGarity and the Company,
as successor-in-interest to Rogers-American Co., Inc., and asserts that the
Company assumed the obligation and ceased making payments in December 2000.

    In May 2001, ABD Sales, Inc., Ronald A. Bergida and Arthur L. Bergida (the
"Bergidas") initiated an arbitration claim with the American Arbitration
Association (New York, New York) against the Company.

                                       22
<PAGE>
The Bergidas allege default under an October 14, 1996 asset purchase agreement
and executive employment agreements based upon failure to make monthly payments
due since December 2000. The Bergidas also seek monetary damages, a monthly
automobile allowance allegedly due under the executive employment agreements,
interest and attorneys' fees.

    On or about May 4, 2001, Eugene and Beverly J. Sanford (the "Sanfords")
filed suit against the Company in an action entitled EUGENE SANFORD, ET AL. V.
BROMAR, INC. AND MARKETING SPECIALISTS SALES COMPANY, A/K/A MARKETING
SPECIALISTS, INC., Civil Action No. CV2001-007367, in the Superior Court of the
State of Arizona, Maricopa County. The Sanfords allege breach of a March 12,
1997 stock purchase agreement and promissory notes and seek amounts allegedly
due under the notes, plus interest and attorneys' fees.

    On or about May 4, 2001, Bryan Shade filed suit against the Company in the
Circuit Court of the County of Henrico, Virginia alleging breach of an
August 25, 2000 consulting agreement. Mr. Shade is claiming monetary damages
therefrom, plus a declaratory judgment terminating such agreement.

    On May 11, 2000, Merchants Rent A Car, Inc. ("Merchants") filed an action
against the Company entitled MERCHANTS RENT A CAR, INC. V. MARKETING
SPECIALISTS, INC., Case No. 00-238-JD, in the United States District Court for
the District of New Hampshire. Merchants alleges a breach of a July 12, 1989
master lease agreement between Merchants and Rogers-American Co., Inc., as
amended on or about January 28, 1999, and that the Company failed to honor the
"right of first refusal" contained in the master lease agreement and proceeded
to enter into a new master lease agreement with a third party vendor, thus
reducing Merchants' annual revenues. Merchants further claims entitlement to
late fees and lost profits.

    Various other suits and claims are filed against the Company from time to
time in the ordinary course of business and are currently pending. The Company
is not party to any other legal proceeding that, in the opinion of its
management, will have a material adverse effect on its business or financial
condition.

ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

    As further discussed in Note 8 and 11 to the Company's Consolidated
Financial Statements, the Company issued (i) 7,568 shares of Series B Preferred
Stock to MS Acquisition on January 26, 2001 and (ii) 11,000 shares of Series C
Preferred Stock to MS Acquisition on March 28, 2001 and April 25, 2001. The
issuances of these securities were deemed to be exempt from registration under
the Securities Act of 1933, as amended, because they were sold to a limited
group of persons, which was classified as a sophisticated investor, which had a
pre-existing business or personal relationship with the Company and which was
purchasing for investment without a view to further distribution. The proceeds
from the issuances are being used for general corporate purposes. The issuances
were approved by the Board of Directors and a special committee of non-MS
Acquisition related directors.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

    As of March 30, 2001, the Company was in violation of certain covenants
under the Amended Credit Agreement and the First Union Amended Credit Agreement
(collectively referred to as the "Amended Senior Credit Facility") in connection
with (i) its failure to provide annual financial statements within ninety
(90) days of its fiscal year end, (ii) the certifying accountant's qualification
of the Company's annual financial statements on a going concern basis, and
(iii) the Company's failure to deliver certain items to the Agent by March 15,
2001 as required by the Amended Credit Agreement. On April 19, 2001, the Company
entered into (a) a Waiver and Third Amendment to Credit Agreement amending the
Amended Credit Agreement and (b) Second Amendment to Credit Agreement amending
the First Union Amended Credit Agreement ((a) and (b) collectively defined as
the "Amended Senior Credit Facility Amendments").

    Under the Amended Senior Credit Facility Amendments, the Company
(i) received a waiver for its current defaults under the Amended Senior Credit
Facility and (ii) paid a fee of approximately $0.2 million

                                       23
<PAGE>
as consideration in obtaining the amendments and waiver of the defaults under
the Amended Credit Agreement. The Amended Senior Credit Facility Amendments
provide, among other things, that (i) the Agent may increase the Advance Percent
as of March 31, 2001, but before June 1, 2001, thereby increasing the Borrowing
Base under the Amended Senior Credit Facility, (ii) amends the definition of
"EBITDA" in the Amended Senior Credit Facility to include certain write-offs in
the amortization and depreciation expense deducted in determining Net Income,
and (iii) amends the baseline amounts for determining Minimum EBITDA. Under the
Amended Senior Credit Facility Amendments, the Company must meet certain
post-closing covenants, including, among other things, the delivery of its
annual financial statements by April 27, 2001 and the delivery of certain other
items by May 31, 2001.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    None.

ITEM 5: OTHER INFORMATION

    None.

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

    See Index to Exhibits (filed herewith)

(b) Reports on Form 8-K

    1.  Current report on Form 8-K dated February 7, 2001, reporting the
       expansion of the Company's services to include a new Retail Drug
       Division.

    2.  Current report on Form 8-K dated March 2, 2001 reporting that the
       Company is adding a new In-Source Specialists Division, which will serve
       as an arm of its existing Retail Division.

    3.  Current report on Form 8-K dated March 13, 2001, reporting that
       effective the opening of business on March 14, 2001, the Company's stock
       will no longer be listed on the Nasdaq SmallCap Market, but will be
       eligible for trading on the OTC Bulletin Board instead.

    4.  Current report on Form 8-K dated May 1, 2001, reporting the Company's
       year-end financials, with total revenues for the year of approximately
       $380.8 million.

                                       24
<PAGE>
                               INDEX TO EXHIBITS

    The following is a list of exhibits filed or incorporated by reference as a
part of this Quarterly Report on Form 10-Q:

<TABLE>
<CAPTION>
     EXHIBIT NO.        DESCRIPTION
---------------------   -----------
<S>                     <C>
         2.1            Amendment No. 1, dated July 8, 1999, to the Agreement and
                        Plan of Merger, dated as of April 28, 1999, between Merkert
                        American Corporation and Richmont Marketing Special-
                        ists Inc., attached as Annex A to Merkert American
                        Corporation's Proxy Statement dated July 12, 1999 and
                        incorporated herein by reference.

         2.2            Agreement and Plan of Merger, dated as of April 28, 1999,
                        between Merkert American Corporation and Richmont Marketing
                        Specialists Inc., incorporated by reference to Exhibit 2.1
                        to Merkert American Corporation's Current Report on
                        Form 8-K dated April 30, 1999.

         3.1            Second Amended and Restated Certificate of Incorporation of
                        Merkert American Corporation, incorporated by reference to
                        Exhibit 3.1 to Merkert American Corporation's Amendment
                        No. 7 to Registration Statement on Form S-1 filed
                        December 15, 1998 (No. 333-53419).

         3.2            Certificate of Amendment to the Second Amended and Restated
                        Certificate of Incorporation of Merkert American
                        Corporation, dated August 18, 1999, incorporated by
                        reference to Exhibit 4.2 of the Company's Current Report on
                        Form 8-K dated September 2, 1999.

         3.3            Amended and Restated By-laws of Merkert American
                        Corporation, incorporated by reference to Exhibit 3.2 of the
                        Company's Annual Report on Form 10-K dated March 31, 1999.

         4.1            Indenture, dated as of December 19, 1997, among Richmont
                        Marketing Specialists Inc. and Texas Commerce Bank National
                        Association, as Trustee, incorporated by reference to
                        Exhibit 4.1 of Richmont Marketing Specialists Inc.
                        Registration Statement on Form S-4 dated June 16, 1999.

         4.2            First Supplemental Indenture, dated as of August 18, 1999,
                        among the Company, Merkert American Co., Inc., United
                        Brokerage Company, Buckeye Sales & Marketing, Inc.,
                        Marketing Specialists Sales Company, Bromar, Inc., Brokerage
                        Services, Inc., Atlas Marketing Company, Inc., Meatmaster
                        Brokerage, Inc., and Chase Bank of Texas, National
                        Association, incorporated by reference to Exhibit 4.3 to the
                        Quarterly Report on Form 10-Q dated September 30, 1999.

         4.3            Second Supplemental Indenture, dated as of October 13, 1999,
                        among the Company, its subsidiaries and Chase Bank of Texas,
                        National Association, incorporated by reference to
                        Exhibit 4.3 to the Company's Annual Report on Form 10-K
                        filed April 15, 2000.

         4.4            Third Supplemental Indenture, dated as of March 30, 2000,
                        among the Company, certain Guarantor Subsidiaries and Chase
                        Bank of Texas, National Association, incorporated by
                        reference to Exhibit 4.4 to the Company's Annual Report on
                        Form 10-K filed April 15, 2000.

         4.5            Certificate of Merger, dated August 18, 1999, incorporated
                        by reference to Exhibit 4.1 to the Company's Current Report
                        on Form 8-K dated September 2, 1999.

         4.6            Specimen Certificate for shares of Common Stock of the
                        Company, incorporated by reference to Exhibit 4.1 to the
                        Company's Amendment No. 6 to Registration Statement on
                        Form S-1 dated November 19, 1998 (No. 333-53419).

        10.1            Warrant Agreement, dated as of March 30, 2000, among the
                        Company and First Union Investors, Inc., incorporated by
                        reference to Exhibit 10.3 to the Company's Annual Report on
                        Form 10-K filed April 15, 2000.
</TABLE>

                                       25
<PAGE>

<TABLE>
<CAPTION>
     EXHIBIT NO.        DESCRIPTION
---------------------   -----------
<S>                     <C>
        10.2            Registration Rights Agreement, dated as of March 30, 2000,
                        by and between the Company and First Union Investors, Inc.,
                        incorporated by reference to Exhibit 10.4 to the Company's
                        Annual Report on Form 10-K filed April 15, 2000.

        10.3            Stockholders Agreement, dated as of March 30, 2000, by and
                        among the Company, First Union Investors, Inc., MS
                        Acquisition Limited and Richmont Capital Partners I, L.P.,
                        incorporated by reference to Exhibit 10.5 to the Company's
                        Annual Report on Form 10-K filed April 15, 2000.

        10.4            Credit Agreement, dated March 30, 2000, among the Company
                        and certain of its subsidiaries, as Borrowers, Chase
                        Manhattan Bank, as agent, and the banks named therein,
                        incorporated by reference to Exhibit 10.6 to the Company's
                        Annual Report on Form 10-K filed April 15, 2000.

        10.5            Second Amended and Restated Credit Agreement, dated
                        March 30, 2000, among First Union National Bank, for itself
                        and as agent, the other Lenders described therein and the
                        Company and the Guarantors described therein, incorporated
                        by reference to Exhibit 10.7 to the Company's Annual Report
                        on Form 10-K filed April 15, 2000.

        10.6            Second Amended and Restated Security Agreement, dated
                        March 30, 2000, by and among the Company and its
                        subsidiaries, in favor of First Union National Bank, as
                        agent, incorporated by reference to Exhibit 10.8 to the
                        Company's Annual Report on Form 10-K filed April 15, 2000.

        10.7            Second Amended and Restated Pledge Agreement, dated
                        March 30, 2000, by and among the Company and its
                        subsidiaries, in favor of First Union National Bank, as
                        agent, incorporated by reference to Exhibit 10.9 to the
                        Company's Annual Report on Form 10-K filed April 15, 2000.

        10.8            Second Amended and Restated Guaranty Agreement, dated
                        March 30, 2000, by and among Marketing Specialists Sales
                        Company, Bromar, Inc., and Paul Inman Associates, Inc., in
                        favor of First Union National Bank, incorporated by
                        reference to Exhibit 10.10 to the Company's Annual Report on
                        Form 10-K filed April 15, 2000.

        10.9            First Amendment to Credit Agreement, dated April 13, 2000,
                        among the Company, Marketing Specialists Sales Company, Paul
                        Inman Associates, Inc., Bromar, Inc. and The Chase Manhat-
                        tan Bank, incorporated by reference to Exhibit 10.2 to the
                        Company's Quarterly Report on Form 10-Q filed August 14,
                        2000.

        10.10           Joinder Agreement, dated April 14, 2000, by The Sales Force
                        Companies, Inc., the Company, Marketing Specialists Sales
                        Company, Paul Inman Associates, Inc., Bromar, Inc. and The
                        Chase Manhattan Bank, incorporated by reference to
                        Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q
                        filed August 14, 2000.

        10.11           Intercreditor Agreement, dated March 30, 2000, between and
                        among the Company, Paul Inman Associates, Inc., Marketing
                        Specialists Sales Company, and Bromar, Inc., as Debtors, and
                        The Chase Manhattan Bank and First Union National Bank, as
                        Agents, incorporated by reference to Exhibit 10.4 to the
                        Company's Quarterly Report on Form 10-Q filed August 14,
                        2000.

        10.12           Guaranty Agreement, dated March 30, 2000, of Richmont
                        Capital Partners I, L.P., incorporated by reference to
                        Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q
                        filed August 14, 2000.

        10.13           Security Agreement, dated March 30, 2000, by and among the
                        Company, Marketing Specialists Sales Company, Paul Inman
                        Associates, Inc., and Bromar, Inc., and The Chase Manhattan
                        Bank, incorporated by reference to Exhibit 10.6 to the
                        Company's Quarterly Report on Form 10-Q filed August 14,
                        2000.
</TABLE>

                                       26
<PAGE>

<TABLE>
<CAPTION>
     EXHIBIT NO.        DESCRIPTION
---------------------   -----------
<S>                     <C>
        10.14           Promissory Note, dated March 30, 2000, of the Company, Paul
                        Inman Associates, Inc., Marketing Specialists Sales
                        Company, and Bromar, Inc. issued to The Chase Manhattan
                        Bank, incorporated by reference to Exhibit 10.7 to the
                        Company's Quarterly Report on Form 10-Q filed August 14,
                        2000.

        10.15           Promissory Note, dated April 14, 2000, of the Company, Paul
                        Inman Associates, Inc., Marketing Specialists Sales Company,
                        Bromar, Inc., and The Sales Force Companies, Inc. issued to
                        The Chase Manhattan Bank, incorporated by reference to
                        Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q
                        filed August 14, 2000.

        10.16           Promissory Note, dated March 30, 2000, of the Company, Paul
                        Inman Associates, Inc., Marketing Specialists Sales
                        Company, and Bromar, Inc. issued to Credit Suisse/First
                        Boston, incorporated by reference to Exhibit 10.9 to the
                        Company's Quarterly Report on Form 10-Q filed August 14,
                        2000.

        10.17           Promissory Note, dated April 14, 2000, of the Company, Paul
                        Inman Associates, Inc., Marketing Specialists Sales Company,
                        Bromar, Inc., and The Sales Force Companies, Inc. issued to
                        Credit Suisse/First Boston, incorporated by reference to
                        Exhibit 10.10 to the Company's Quarterly Report on
                        Form 10-Q filed August 14, 2000.

        10.18           Promissory Note, dated March 30, 2000, of the Company, Paul
                        Inman Associates, Inc., Marketing Specialists Sales
                        Company, and Bromar, Inc. issued to Fleet Capital Bank,
                        incorporated by reference to Exhibit 10.11 to the Company's
                        Quarterly Report on Form 10-Q filed August 14, 2000.

        10.19           Promissory Note, dated April 14, 2000, of the Company, Paul
                        Inman Associates, Inc., Marketing Specialists Sales Company,
                        Bromar, Inc., and The Sales Force Companies, Inc. issued to
                        Fleet Capital Bank, incorporated by reference to
                        Exhibit 10.12 to the Company's Quarterly Report on
                        Form 10-Q filed August 14, 2000.

        10.20           Second Amended and Restated Term Note, as amended and
                        restated March 30, 2000, of the Company issued to First
                        Union National Bank, incorporated by reference to
                        Exhibit 10.14 to the Company's Quarterly Report on
                        Form 10-Q filed August 14, 2000.

        10.21           Promissory Note, dated August 17, 2000, of the Company
                        issued to Richmont Capital Partners I, L.P. in the principal
                        amount of $4,750,000, incorporated by reference to
                        Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
                        filed November 21, 2000.

        10.22           Promissory Note, dated August 30, 2000, of the Company
                        issued to Richmont Capital Partners I, L.P. in the principal
                        amount of $4,999,999, incorporated by reference to
                        Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
                        filed November 21, 2000.

        10.23           Deposit Security Agreement, dated as of October 5, 2000, by
                        and between MS Acquisition Limited, a Delaware limited
                        partnership, and The Chase Manhattan Bank, as agent for the
                        Banks (as defined therein) in connection with the pledge by
                        MS Acquisition Limited of cash and cash equivalents to
                        increase the Company's borrowing availability, incorporated
                        by reference to Exhibit 10.3 to the Company's Quarterly
                        Report on Form 10-Q filed November 21, 2000.

        10.24           Promissory Note, dated November 8, 2000, of the Company
                        issued to Richmont Capital Partners I, L.P. in the principal
                        amount of $2,500,000, incorporated by reference to
                        Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q
                        filed November 21, 2000.

        10.25           First Amendment to Credit Agreement, dated November 17,
                        2000, by and among the Company, certain lenders described
                        therein, and First Union National Bank, as Agent and as sole
                        Lender, incorporated by reference to Exhibit 10.6 to the
                        Company's Quarterly Report on Form 10-Q filed November 21,
                        2000.
</TABLE>

                                       27
<PAGE>

<TABLE>
<CAPTION>
     EXHIBIT NO.        DESCRIPTION
---------------------   -----------
<S>                     <C>
        10.26           Amended and Restated Intercreditor Agreement, dated
                        November 17, 2000, between and among the Company, certain of
                        its subsidiaries, The Chase Manhattan Bank, as agent for the
                        Revolver Lenders (as defined therein), First Union National
                        Bank, as agent for the Term Lenders (as defined therein), MS
                        Acquisition Limited, and Richmont Capital Partners I, L.P.,
                        incorporated by reference to Exhibit 10.7 to the Company's
                        Quarterly Report on Form 10-Q filed November 21, 2000.

        10.27           Second Amendment to Credit Agreement dated November 17,
                        2000, among the Company, Marketing Specialists Sales
                        Company, Paul Inman Associates, Inc., and The Sales Force
                        Companies, Inc., certain banks or other lending institutions
                        named therein, and The Chase Manhattan Bank, individually as
                        a bank and as agent for itself and the other banks or
                        lending institutions named therein, incorporated by
                        reference to Exhibit 10.8 to the Company's Quarterly Report
                        on Form 10-Q filed November 21, 2000.

        10.28           Master Participation Agreement, dated November 17, 2000, by
                        and among MS Acquisition Limited and various banks or other
                        lending institutions named therein, incorporated by
                        reference to Exhibit 10.9 to the Company's Quarterly Report
                        on Form 10-Q filed November 21, 2000.

        10.29           Common Stock Purchase Agreement, dated as of January 7,
                        2000, by and between the Company and MS Acquisition Limited,
                        incorporated by reference to Exhibit 10.1 to the Company's
                        Annual Report on Form 10-K filed April 15, 2000.

        10.30           Common Stock Purchase Agreement, dated as of March 30, 2000,
                        by and between the Company and MS Acquisition Limited,
                        incorporated by reference to Exhibit 10.2 to the Company's
                        Annual Report on Form 10-K filed April 15, 2000.

        10.31           Stock Purchase Agreement, dated March 2, 2000, by and among
                        Marketing Specialists Sales Company, as Buyer, The Sales
                        Force Companies, Inc., as the Seller, and the Stockholders
                        of the Company, incorporated by reference to Exhibit 10.11
                        to the Company's Annual Report on Form 10-K filed April 15,
                        2000.

        10.32           Asset Purchase Agreement, dated as of November 18, 1999, by
                        and among Marketing Specialists Sales Company and
                        Johnson-Lieber, Inc., as amended by that certain First
                        Amendment to Asset Purchase Agreement dated as of
                        January 27, 2000, incorporated by reference to
                        Exhibit 10.16 to the Company's Annual Report on Form 10-K
                        filed April 15, 2000.

        10.33           Stock Purchase Agreement, dated July 7, 1999, by and among
                        Merkert American Corporation, as Buyer, Buckeye Sales &
                        Marketing, Inc., d/b/a The Sell Group-Cleveland, as the
                        Company, JF & JF Limited Partnership, as the Stockholder of
                        the Company, and the Primary Parties, incorporated by
                        reference to Exhibit 10.17 to the Company's Annual Report on
                        Form 10-K filed April 15, 2000.

        10.34           Stock Purchase Agreement, dated as of May 14, 1999, by and
                        among Richmont Marketing Specialists Inc., Paul Inman
                        Associates, Inc. and the Shareholders of Paul Inman Associ-
                        ates, Inc., as amended by that certain First Amendment to
                        Stock Purchase Agreement dated as of August 13, 1999 and
                        that certain Second Amendment to Stock Purchase Agreement
                        dated as of August 18, 1999, incorporated by reference to
                        Exhibit 10.18 to the Company's Annual Report on Form 10-K
                        filed April 15, 2000.

        10.35           Stock Purchase Agreement, dated April 26, 1999, by and among
                        Merkert American Corporation, as Buyer, United Brokerage
                        Company d/b/a The Sell Group-Grand Rapids, Toledo, Detroit,
                        Indianapolis and Fort Wayne, as the Company, and the
                        Stockholders of the Company, incorporated by reference to
                        Exhibit 10.19 to the Company's Annual Report on Form 10-K
                        filed April 15, 2000.
</TABLE>

                                       28
<PAGE>

<TABLE>
<CAPTION>
     EXHIBIT NO.        DESCRIPTION
---------------------   -----------
<S>                     <C>
        10.36           Stock Purchase Agreement, dated January 20, 1999, among
                        Merkert American Corporation, Sell, Inc. and the
                        stockholders of Sell, Inc., incorporated by reference to
                        Exhibit 10.36 to the Company's Annual Report on Form 10-K
                        dated March 31, 1999.

        10.37           Stock Purchase Agreement, closing date April 14, 2000, by
                        and among Marketing Specialists Sales Company, as Buyer, The
                        Sales Force Companies, Inc., as the Seller, and the
                        Stockholders of the Company, incorporated by reference to
                        Exhibit 10.18 to the Company's Quarterly Report on
                        Form 10-Q filed August 14, 2000.

        10.38           Management Agreement, dated as of June 30, 2000, by and
                        among Marketing Specialists Sales Company, Mancini &
                        Groesbeck, Inc., Mancini & Groesbeck, Inc. Montana, Tad
                        Mancini and Chris Mancini, incorporated by reference to
                        Exhibit 10.19 to the Company's Quarterly Report on
                        Form 10-Q filed August 14, 2000.

        10.39           Preferred Stock Purchase Agreement, dated June 23, 2000, by
                        and between the Company and MS Acquisition Limited in
                        connection with the sale by the Company of 5,000 shares of
                        convertible paid-in-kind preferred stock, incorporated by
                        reference to Exhibit 10.20 to the Company's Quarterly Report
                        on Form 10-Q filed August 14, 2000.

        10.40           Preferred Stock Purchase Agreement, dated August 8, 2000, by
                        and between the Company and MS Acquisition Limited in
                        connection with the sale by the Company of 4,500 shares of
                        convertible paid-in-kind preferred stock, incorporated by
                        reference to Exhibit 10.21 to the Company's Quarterly Report
                        on Form 10-Q filed August 14, 2000.

        10.41           Preferred Stock Purchase Agreement, dated November 1, 2000,
                        by and between the Company and MS Acquisition Limited in
                        connection with the issuance by the Company of 12,397 shares
                        of Series B Convertible Paid-In-Kind Preferred Stock,
                        incorporated by reference to Exhibit 10.4 to the Company's
                        Quarterly Report on Form 10-Q filed November 21, 2000.

        10.42           Registration Rights Agreement, dated as of August 18, 1999,
                        by and among Merkert American Corporation, Gerald R.
                        Leonard, Monroe & Company, LLC, JLM Management, LLC, Robert
                        Doehler, Joseph T. Casey, Edward P. Grace, III, James
                        Philopkosky, Sandra Monroe, Sean P. Spaulding and Jo-Anne
                        Collins incorporated by reference to Exhibit 10.8 to the
                        Quarterly Report on Form 10-Q dated November 15, 1999.

        10.43           Post-Merger Voting Agreement, dated as of August 18, 1999,
                        by and among MS Acquisition Limited, Ronald D. Pedersen,
                        Bruce A. Butler, Gary R. Guffey, Jeffery A. Watt, Monroe &
                        Company, LLC and JLM Management Company, LLC incorporated by
                        reference to Exhibit 10.9 to the Quarterly Report on
                        Form 10-Q dated November 15, 1999.

        10.44           Advisory Agreement, dated as of August 18, 1999, by and
                        among the Company, Monroe & Company, LLC and Richmont
                        Capital Partners I, L.P. incorporated by reference to
                        Exhibit 10.10 to the Quarterly Report on Form 10-Q dated
                        November 15, 1999.

        10.45           Asset Purchase and Sale Agreement for the acquisition of
                        substantially all of the assets of the Dorann Foods, Merco
                        Packaging, Merco Price Marking, and Merkert Laboratories
                        Divisions of the Company and Marketing Specialists Sales
                        Company by Woodland Partners, LLC, dated as of January 19,
                        2001, incorporated by reference to Exhibit 10.45 to the
                        Annual Report on Form 10-K filed April 23, 2001.

        10.46           Memorandum of Agreement by and among the Company, William F.
                        Lee on behalf of the former stockholders of The Sales Force
                        Companies, Inc. ("Sales Force") other than the Employee
                        Stock Ownership Trust established by Sales Force ("ESOT")
                        and the ESOT dated December 28, 2000, incorporated by
                        reference to Exhibit 10.46 to the Annual Report on
                        Form 10-K filed April 23, 2001.
</TABLE>

                                       29
<PAGE>

<TABLE>
<CAPTION>
     EXHIBIT NO.        DESCRIPTION
---------------------   -----------
<S>                     <C>
        10.47           Preferred Stock Purchase Agreement, dated January 26, 2001,
                        by and between the Company and MS Acquisition Limited in
                        connection with the sale by the Company of 7,568 shares of
                        convertible paid-in-kind preferred stock, incorporated by
                        reference to Exhibit 10.47 to the Annual Report on
                        Form 10-K filed April 23, 2001.

        10.48           Preferred Stock Purchase Agreement, dated March 28, 2001, by
                        and between the Company and MS Acquisition Limited in
                        connection with the sale by the Company of 9,000 shares of
                        convertible paid-in-kind preferred stock, incorporated by
                        reference to Exhibit 10.48 to the Annual Report on
                        Form 10-K filed April 23, 2001.

        10.49           Exchange Agreement, dated as of February 12, 2001, by and
                        between the Company and Gerald R. Leonard, incorporated by
                        reference to Exhibit 10.49 to the Annual Report on
                        Form 10-K filed April 23, 2001.

        10.50           Contract of Sale of Improved Property, dated February 17,
                        2000, by and between Bromar, Inc. and RCPI Office
                        Properties, LLC ("Arizona Property"), incorporated by
                        reference to Exhibit 10.12 to the Company's Annual Report on
                        Form 10-K filed April 15, 2000.

        10.51           Lease, dated February 17, 2000, between RCPI Office
                        Properties, LLC and Marketing Specialists Sales Company
                        ("Arizona Property"), incorporated by reference to
                        Exhibit 10.13 to the Company's Annual Report on Form 10-K
                        filed April 15, 2000.

        10.52           Contract of Sale of Improved Property, dated February 17,
                        2000, by and between Bromar, Inc. and RCPI Office
                        Properties, LLC ("California Property"), incorporated by
                        reference to Exhibit 10.14 to the Company's Annual Report on
                        Form 10-K filed April 15, 2000.

        10.53           Agreement for Purchase and Sale of Real Property, dated
                        December 15, 2000, by and between Steve Farnic and Marketing
                        Specialists Sales Company, for the sale of 4.851 acres in
                        Mecklenberg, County, North Carolina, incorporated by
                        reference to Exhibit 10.53 to the Annual Report on
                        Form 10-K filed April 23, 2001.

        10.54           Lease, dated May 15, 2000, between LaSalle Company, LLC and
                        Marketing Specialists Sales Company for the Arizona
                        Property, incorporated by reference to Exhibit 10.54 to the
                        Annual Report on Form 10-K filed April 23, 2001.

        10.55           Lease, dated May 2, 2000, between IPT Partners, LLC and
                        Marketing Specialists Sales Company for the California
                        Property, incorporated by reference to Exhibit 10.55 to the
                        Annual Report on Form 10-K filed April 23, 2001.

        10.56           Employment Agreement, dated April 2, 1996, between Marketing
                        Specialists Sales Company and Ronald D. Pedersen,
                        incorporated by reference to Exhibit 10.8 of Richmont
                        Marketing Specialists Inc. Registration Statement on
                        Form S-4 dated June 16, 1999.

        10.57           Employment Agreement, dated April 2, 1996, between Marketing
                        Specialists Sales Company and Bruce A. Butler, incorporated
                        by reference to Exhibit 10.9 of Richmont Marketing
                        Specialists Inc. Registration Statement on Form S-4 dated
                        June 16, 1999.

        10.58           Amendment to Employment Agreement, dated January 8, 2001,
                        between the Company and Ronald D. Pedersen, incorporated by
                        reference to Exhibit 10.58 to the Annual Report on
                        Form 10-K filed April 23, 2001.

        10.59           First Amendment to Employment and Noncompetition Agreement,
                        dated February 9, 2001, between the Company and Glenn F.
                        Gillam, incorporated by reference to Exhibit 10.59 to the
                        Annual Report on Form 10-K filed April 23, 2001.

        10.60           First Amendment to Amended and Restated Merkert American
                        Corporation 1998 Stock Option and Incentive Plan,
                        incorporated by reference to Exhibit 10.5 to the Company's
                        Current Report on Form 8-K dated September 2, 1999.
</TABLE>

                                       30
<PAGE>

<TABLE>
<CAPTION>
     EXHIBIT NO.        DESCRIPTION
---------------------   -----------
<S>                     <C>
        10.61           Amendment to the Company's 1998 Stock Option Plan, filed as
                        Appendix A to the Company's Definitive Proxy Statement filed
                        June 16, 2000.

        10.62           Waiver and Third Amendment to Credit Agreement, dated as of
                        March 30, 2001, among the Company, certain of its
                        subsidiaries, the Agent (named therein) and the lenders
                        parties thereto, incorporated by reference to Exhibit 10.62
                        to the Annual Report on Form 10-K filed April 23, 2001.

        10.63           Second Amendment to Credit Agreement, made as of April 19,
                        2001, by and among the Company and First Union National
                        Bank, as Agent and sole Lender, incorporated by reference to
                        Exhibit 10.63 to the Annual Report on Form 10-K filed
                        April 23, 2001.
</TABLE>

                                       31
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

<TABLE>
<S>                                                    <C>  <C>
                                                       Marketing Specialists Corporation
                                                       Registrant

                                                       By:             /s/ TIMOTHY M. BYRD
                                                            -----------------------------------------
                                                                         Timothy M. Byrd
                                                                CHIEF FINANCIAL OFFICER, DIRECTOR

                                                       By:               /s/ JAY DINUCCI
                                                            -----------------------------------------
                                                                           Jay DiNucci
                                                               VICE PRESIDENT, CORPORATE CONTROLLER
</TABLE>

                                       32