<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 28, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission file number 33-24715
AURORA FOODS INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3921934
--------- ----------
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
445 Hutchinson Avenue, Suite 960
Columbus, OH 43235
(Address of Principal Executive Office, Including Zip Code)
(614) 436-8600
(Registrant's Telephone Number, Including Area Code)
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 for 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 No X
---- ----
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.
Shares Outstanding
May 8, 1998
Common stock, $0.01 par value 1,000
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<PAGE>
PART I
------
FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
See pages 2 through 9
1
<PAGE>
AURORA FOODS INC.
BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
March 28, December 27,
1998 1997
--------------- ---------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 23,330 $ 4,717
Accounts receivable (net of $234 and $140 allowance, respectively) 12,271 12,362
Accounts receivable - other (Note 3) 10,576 1,474
Inventories (Note 4) 24,851 6,902
Prepaid expenses and other assets 4,973 1,955
Deferred tax assets 8,537 2,966
--------------- ---------------
Total current assets 84,538 30,376
Property, plant and equipment, net 45,031 14,075
Goodwill and other intangible assets, net 717,956 315,241
Other assets 22,026 13,047
=============== ===============
Total assets $ 869,551 $ 372,739
=============== ===============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current portion of long term debt $ 9,000 $ 4,375
Accounts payable 26,267 6,443
Accrued liabilities 29,107 17,409
--------------- ---------------
Total current liabilities 64,374 28,227
Deferred tax liabilities 7,771 3,745
Senior secured revolving debt facility - 37,500
Senior secured term debt 441,000 35,625
Senior subordinated notes 202,377 202,419
--------------- ---------------
Total liabilities 715,522 307,516
--------------- ---------------
Stockholder's equity:
Common stock, $0.01 par value; 3,000 shares
authorized; 1,000 shares issued and outstanding - -
Paid-in capital 218,191 64,203
Promissory notes (Note 5) (565) (215)
(Accumulated deficit) retained earnings (63,597) 1,235
--------------- ---------------
Total stockholder's equity 154,029 65,223
--------------- ---------------
Total liabilities and stockholder's equity $ 869,551 $ 372,739
=============== ===============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
AURORA FOODS INC.
STATEMENTS OF OPERATIONS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------
March 28, March 29,
1998 1997
------------ ----------
<S> <C> <C>
Net sales $ 89,385 $ 21,253
Cost of goods sold 37,734 7,167
------------ ----------
Gross profit 51,651 14,086
------------ ----------
Brokerage, distribution and marketing expenses:
Brokerage and distribution 9,355 2,279
Trade promotions 15,568 3,643
Consumer marketing 7,997 1,331
------------ ----------
Total brokerage, distribution and marketing expenses 32,920 7,253
Amortization of goodwill and other intangibles 4,597 828
Selling, general and administrative expenses 2,346 1,053
Compensation plan expense (Note 5) 60,000 -
Transition related costs (Note 6) 1,926 126
------------ ----------
Total operating expenses 101,789 9,260
------------ ----------
Operating (loss) income (50,138) 4,826
Interest income (223) (32)
Interest expense 12,837 2,654
Amortization of deferred financing expense 513 2,313
Other bank and financing expenses 51 9
------------ ----------
Loss before income taxes and
extraordinary item (63,316) (118)
Income tax benefit (360) (47)
------------ ----------
Loss before extraordinary item (62,956) (71)
Extraordinary loss on early extinguishment of debt,
net of tax of $1,184 1,876 -
------------ ----------
Net loss $ (64,832) $ (71)
============ ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
AURORA FOODS INC.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Retained
Common Additional Earnings
Stock Paid-in Promissory (Accumulated
Shares Capital Notes Deficit) Total
------------ ---------------- ------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Balance at December 27, 1997 1,000 $ 64,203 $ (215) $ 1,235 $ 65,223
Capital contribution - 93,988 (366) - 93,622
Payments on officer promissory
notes - - 16 - 16
Compensation plan expense - 60,000 - - 60,000
Net loss - - - (64,832) (64,832)
============ ---------------- ------------- --------------- ----------------
Balance at March 28, 1998 1,000 $ 218,191 $ (565) $ (63,597) $ 154,029
============ ================ ============= =============== ================
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
AURORA FOODS INC.
STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three months ended
-------------------------------
March 28, March 29,
1998 1997
------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (64,832) $ (71)
Early extinguishment of debt, net of tax 1,876 -
Adjustments to reconcile net loss to cash provided by operating
activities:
Depreciation and amortization 6,097 3,274
Deferred income taxes (360) (177)
Compensation plan expense 60,000 -
Change in assets and liabilities, net of effects of business
acquired:
Decrease (increase) in accounts receivable 91 (5,510)
Decrease (increase) in accounts receivable - other 898 (3,183)
(Increase) decrease in inventories (17,949) 18
Increase in prepaid expenses and other assets (3,018) (9)
Increase in accounts payable 19,824 -
Increase in accrued liabilities 11,698 5,117
------------- ------------
Net cash provided by (used in) operating activities 14,325 (541)
------------- ------------
Cash flows from investing activities:
Additions to property, plant and equipment (1,511) (96)
Asset dispositions 373 -
Additions to other non-current assets (90) (49)
Payment for acquisition of business (448,121) -
------------- ------------
Net cash used in investing activities (449,349) (145)
------------- ------------
Cash flows from financing activities:
Proceeds from senior secured revolving and term debt 450,000 -
Proceeds from senior subordinated notes - 100,000
Repayment of borrowings (77,500) (95,000)
Capital contributions from Holdings, net of officer promissory notes 93,638 -
Debt issuance costs (12,501) (4,951)
------------- ------------
Net cash provided by financing activities 453,637 49
------------- ------------
Increase (decrease) in cash and cash equivalents 18,613 (637)
Cash and cash equivalents, beginning of period 4,717 8,666
------------- ------------
Cash and cash equivalents, end of period $ 23,330 $ 8,029
============= ============
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
AURORA FOODS INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 BASIS OF PRESENTATION
- -----------------------------
The interim financial statements of Aurora Foods Inc. (the "Company"), included
herein, have not been audited by independent accountants. The statements
include all adjustments, such as normal recurring accruals, which management
considers necessary for a fair presentation of the financial position and
operating results of the Company for the periods presented. The statements have
been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
conformity with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The operating results for
interim periods are not necessarily indicative of results to be expected for an
entire year.
For further information, reference should be made to the financial statements
for the period ended December 27, 1997 and notes thereto included in the
Company's Annual Report on Form 10-K on file at the Securities and Exchange
Commission.
NOTE 2 - BUSINESS ACQUISITIONS
- ------------------------------
LOG CABIN
On July 1, 1997, the Company acquired substantially all the assets of the Log
Cabin syrup business ("LC") from Kraft Foods, Inc. ("Kraft"). The Company
manufactures the products under co-packing agreements with Kraft and a third
party.
The Company acquired the inventories, certain manufacturing equipment and
intangible assets of LC for a purchase price of $222.0 million. The purchase
agreement contains customary representations, warranties and covenants by each
of Kraft and the Company. The acquisition was accounted for by using the
purchase method of accounting. The allocation of purchase price has not been
finalized; however, any changes are not expected to be material.
The acquisition was financed by (i) a capital contribution from Aurora Foods
Holdings Inc. ("Holdings") of approximately $28.6 million, (ii) term loans of
$40.0 million and revolving loans of $47.0 million borrowed under a senior
secured debt facility, and (iii) proceeds of $102.5 million received in an
additional senior subordinated note offering.
6
<PAGE>
The cost to acquire LC has been allocated to tangible and intangible assets
acquired as follows (dollars in thousands):
Cash paid to acquire assets $ 221,995
Other acquisition costs 3,636
-----------------
225,631
Costs assigned to tangible assets (16,163)
-----------------
Cost attributable to intangible assets $ 209,468
=================
DUNCAN HINES
On January 16, 1998, the Company acquired all the assets of the Duncan Hines
business ("DH") from The Procter & Gamble Company ("P&G"). The assets acquired
by the Company include (i) Duncan Hines(R) and associated trademarks, (ii)
substantially all of the equipment for the manufacture of Duncan Hines products
currently located in P&G's Jackson, Tennessee facility, (iii) proprietary
formulations for Duncan Hines products, (iv) other product specifications and
customer lists and (v) rights under certain contracts, licenses, purchase orders
and other arrangements and permits. The Company intends to use the acquired
assets in its operations of DH. The purchase price of approximately $445.0
million was based on arms length negotiations between the Company and P&G. The
allocation of purchase price has not been finalized; however, any changes are
not expected to be material.
To finance the acquisition of DH and related costs, the Company refinanced its
existing senior bank facilities with $450.0 million of senior secured bank debt
under a Second Amended and Restated Credit Agreement and received a capital
contribution from Holdings of $93.6 million. As a result of the new bank
borrowings, the Company incurred an early extinguishment of its pre-DH senior
secured bank debt and recorded an extraordinary charge of $1.9 million, net of
income taxes of $1.2 million, for the three months ended March 28, 1998.
The cost to acquire DH has been allocated to tangible and intangible assets
acquired as follows (dollars in thousands):
Cash paid to acquire assets $ 445,000
Other acquisition costs 3,121
---------------
448,121
Costs assigned to tangible assets (40,953)
---------------
Cost attributable to intangible assets $ 407,168
===============
7
<PAGE>
Had the DH acquisition taken place January 1, 1998 and had the LC and DH
acquisitions taken place January 1, 1997, the unaudited pro forma results of
operations for the three months ended March 28, 1998 and March 29, 1997,
respectively, would be as follows (dollars in thousands):
Three Months Ended
-----------------------------
March 28, March 29,
1998 1997
---------- -----------
Net sales $ 95,068 $ 101,235
========== ===========
Net (loss) income $(62,372) $ 3,603
========== ===========
NOTE 3 - ACCOUNTS RECEIVABLE - OTHER
- ------------------------------------
Accounts receivable - other consist of the following (dollars in thousands):
March 28, December 27,
1998 1997
---------------- ----------------
Conopco $ - $ 111
Kraft 37 1,057
P&G 10,000 -
Other 539 306
---------------- ----------------
$ 10,576 $ 1,474
================ ================
The balances due as of March 28, 1998 and December 27, 1997 from Conopco, Inc.
("Conopco") and Kraft were comprised of accounts receivable collected by them on
behalf of the Company. The balance due as of March 28, 1998 from P&G is the
amount reimbursable from the relocation of acquired equipment to the Company's
contract manufacturers' facilities.
NOTE 4 - INVENTORIES
- --------------------
Inventories consist of the following (dollars in thousands):
March 28, December 27,
1998 1997
------------------------ ------------------------
Raw materials $ - $ 270
Finished goods 24,851 6,632
------------------------ ------------------------
$ 24,851 $ 6,902
======================== ========================
8
<PAGE>
NOTE 5 COMPENSATION PLAN EXPENSE
- ---------------------------------
For the quarter ended march 28, 1998, the Company recorded non-cash compensation
plan expense of $60.0 million based on the estimated current valuation of the
Company and in accordance with the compensation arrangement ("Aurora Plan")
contained in The Amended and Restated Limited Liability Company Agreement of MBW
Investors LLC ("Agreement"). The previous estimated valuation of the Company for
the year ended December 27, 1997 resulted in recording $2.3 million of
compensation plan expense. The Current estimated valuation of the Company has
increased significantly and has resulted in significant compensation plan
expense. In addition, most rights under the Aurora Plan are fully vested. The
expense has been recorded as a liability of MBW Investors LLC as the sponsor of
the Aurora Plan. However, because the Aurora Plan is for the benefit of key
personnel (as defined in the Agreement) of the Company, expense recognized under
the Aurora Plan has been pushed down to the Company, and has been recorded by
the Company as compensation plan expense and as additional paid in capital from
its parent. Should the Company appreciate further in value, additional
compensation plan expense would be recorded in future periods.
MBW Investors LLC will satisfy its liability under the Aurora Plan by
distributing equity securities to vested key personnel according to the
Agreement and similar to the type of equity securities distributed to investors
in MBW Investors LLC.
NOTE 6 TRANSITION RELATED COSTS
- --------------------------------
Transition related costs consist of one-time costs incurred to establish the
Company's operations and integrate the acquired businesses, including relocation
expenses, recruiting fees, sales support and other unique transitional expenses.
NOTE 7 SUBSEQUENT EVENT
- ------------------------
Prior to April 8, 1998, 100% of the capital stock of the Company was directly
held by Holdings, and 100% of Holdings' capital stock was directly held by MBW
Investors LLC ("MBW LLC"), a Delaware limited liability company. Accordingly,
100% of the Company's capital stock was indirectly held by MBW LLC. After
giving effect to the Contribution (defined below), Aurora/VDK LLC ("New LLC")
directly holds 100% of Holdings' capital stock and Holdings continues to hold
directly 100% of the Company's capital stock. VDK Foods LLC ("VDK LLC"), also a
Delaware limited liability company, and MBW LLC directly hold 44.5% and 55.5%,
respectively, of the interests in New LLC and, therefore, indirectly hold 44.5%
and 55.5%, respectively, of the Company's capital stock.
On April 8, 1998, MBW LLC and VDK LLC formed New LLC. MBW LLC contributed all
of the capital stock of Holdings and VDK LLC contributed all of the capital
stock of VDK Holdings, Inc. ("VDK Holdings"), a Delaware corporation, to New LLC
(the "Contribution"). In return for those contributions, MBW LLC was issued
55.5% of the interests in New LLC plus a right to receive a special $8.5 million
priority distribution from New LLC, and VDK LLC was issued 44.5% of the
interests in New LLC plus a right to receive a special $42.4 million priority
distribution from New LLC. The amount and source of consideration used by MBW
LLC and VDK LLC for their acquisition of interests in New LLC were their equity
in Holdings and VDK Holdings, respectively.
9
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
- -------------
Reference is made to Notes to Financial Statements and Management's Discussion
and Analysis of Financial Condition and Results of Operations presented in the
Registrant's 1997 Form 10-K for the period ended December 27, 1997.
The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the historical
financial information included in the Financial Statements and notes to the
financial statements. Unless otherwise noted, years (1998 and 1997) in this
discussion refer to the Company's March-ending quarters.
The following tables set forth, for the periods indicated, the percentage, which
the items in the Statement of Operations bear to net sales. A summary of the
period to period increases (decreases) in the components of operations is shown
on the pages that follow.
10
<PAGE>
COMPARATIVE RESULTS: THREE MONTHS ENDED MARCH 28, 1998
AND MARCH 29, 1997 (UNAUDITED)
<TABLE>
<CAPTION>
Period to
Three Months Ended Period
----------------------------------------------------------- Increase
(dollars in thousands) March 28, 1998 March 29, 1997 (Decrease)
------------------------ -------------------------- ----------
<S> <C> <C> <C> <C> <C>
Net sales $ 89,385 100.0% $ 21,253 100.0% 320.6%
Cost of goods sold 37,734 42.2 7,167 33.7 426.5
--------- ------- ---------- ------- -------
Gross profit 51,651 57.8 14,086 66.3 266.7
--------- ------- ---------- ------- -------
Brokerage, distribution and
marketing expenses:
Brokerage and distribution 9,355 10.5 2,279 10.7 310.5
Trade promotions 15,568 17.4 3,643 17.1 327.3
Consumer marketing 7,997 8.9 1,331 6.3 500.8
--------- ------- ---------- ------- -------
Total brokerage, distribution
and marketing expenses 32,920 36.8 7,253 34.1 353.9
Amortization of goodwill
and other intangibles 4,597 5.2 828 3.9 455.2
Selling, general and
administrative expenses 2,346 2.6 1,053 5.0 122.9
Compensation plan expense 60,000 67.1 - 0.0 100.0
Transition related costs 1,926 2.2 126 0.6 1,428.6
--------- ------- ---------- ------- -------
Total operating expenses 101,789 113.9 9,260 43.6 999.2
--------- ------- ---------- ------- -------
Operating (loss) income (50,138) (56.1) 4,826 22.7 (1,138.9)
Interest income (223) (0.3) (32) (0.2) 596.9
Interest expense 12,837 14.4 2,654 12.5 383.7
Amortization of deferred
financing expense 513 0.5 2,313 10.9 (77.8)
Other bank and financing
expenses 51 0.1 9 0.0 466.7
--------- ------- ---------- ------- -------
Loss before income taxes
and extraordinary item (63,316) (70.8) (118) (0.5) (53,557.6)
Income tax benefit (360) (0.4) (47) (0.2) (666.0)
--------- ------- ---------- ------- -------
Loss before
extraordinary item (62,956) (70.4) (71) (0.3) (88,570.4)
Extraordinary loss on early
extinguishment of debt,
net of tax of $1,184 1,876 2.1 - 0.0 100.0
--------- ------- ---------- ------- -------
Net loss $(64,832) (72.5) $ (71) (0.3)% (91,212.7)%
--------- ------- ---------- ------- -------
</TABLE>
11
<PAGE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 28, 1998 COMPARED TO THREE MONTHS ENDED MARCH 29, 1997
Net Sales. Net sales for the quarter were $89.4 million, which was an increase
of $68.1 million compared to sales in the prior year's quarter of $21.3 million.
The increase was the result of the acquisitions of LC and DH, which provided
$25.9 and $42.7 million in net sales, respectively. Net dollar sales for Mrs.
Butterworth's(R) branded products (syrup and pancake mix, collectively the "MBW
Business") were down slightly for the quarter at $20.8 million. However, sales
volume for the MBW Business increased 4.5% for the quarter.
Syrup net sales of $44.8 million increased $26.2 million, of which $25.9 million
was attributable to the LC acquisition. Net sales for Mrs. Butterworth's(R)
syrup products increased $0.3 million compared to the 1997 period while
Mrs. Butterworth's(R) syrup case volume increased by 10.8% from 788,000 standard
cases in the 1997 period to 874,000 standard cases in 1998. The growth in Mrs.
Butterworth's(R) syrup volume was attributable to increased sales of lower
revenue per case products sold to the club store and foodservice markets.
Pancake mix sales were $1.9 million in the 1998 period compared to $2.7 million
in the 1997 period. The decrease was due to a decline in growth as compared to
last year of the pancake mix category and a retail inventory build up during the
first quarter of 1997 in response to a consumer event which inflated sales for
the prior year period.
Net sales for the Company's Duncan Hines(R) baking mix products were $42.7
million for the first quarter of 1998 and included results of operations from
January 16, 1998, the date of acquisition. Including results for the stub
period (January 1 to January 16), sales would have been $47.8 million, which was
a decrease of 10.1% from the prior year period. Sales of Duncan Hines(R)
products were negatively impacted in January and February by a case load into
retail channels initiated by P&G in the latter part of 1997, which resulted in
volume increases in December 1997 relative to December 1996 for cake mix and
ready-to-spread frosting of 118.3% and 129.5%, respectively. Monthly sales
volumes since February have returned to prior year levels.
Gross Profit. Gross profit as a percentage of net sales was 57.8% for the
current quarter as compared to 66.3% for the 1997 period. The gross margin was
affected by the inclusion of sales of Duncan Hines(R) baking mix products, which
have lower gross margins than syrup and pancake mix products. The syrup and
pancake mix products had a gross margin of 67.2% in the current quarter, a 0.9%
increase compared to the 1997 period. The improvement was attributable to lower
manufacturing expense resulting from the Company's long-term contract
manufacturing agreements and lower corn syrup costs.
Brokerage, Distribution and Marketing Expenses. Brokerage, distribution and
marketing expenses for the current quarter were 36.8% as a percentage of net
sales compared to 34.1% in the 1997 period. The increase was primarily the
result of the implementation of new advertising programs for all of the
Company's brands where none existed during the prior year period.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses of $2.3 million were 2.6% as a percentage of net sales,
as compared to 5.0% for the same period in 1997. The favorable variance
represents the efficiencies realized from the increased size of the Company.
12
<PAGE>
Compensation Plan Expense. Non-cash compensation plan expense of $60.0 million
was based on the estimated current valuation of the Company and in accordance
with the compensation arrangement contained in the Amended and Restated Limited
Liability Company Agreement of MBW Investors LLC. (See Note 5 to the interim
financial statements.)
Transition Related Costs. Transition related costs consist of one-time costs
incurred to establish the Company's operations and integrate the acquired
businesses, including relocation expenses, recruiting fees, sales support and
other unique transitional expenses.
Amortization of Goodwill and Other Intangibles. Amortization of goodwill and
other intangibles of $4.6 million was attributable to the acquisitions of the
MBW Business on December 31, 1996, LC on July 1, 1997 and DH on January 16,
1998.
Operating (Loss) Income. Operating loss for the quarter was $50.1 million as
compared to operating income of $4.8 million for the prior year period.
Excluding the recognition of non-cash compensation plan expense of $60.0
million, operating profit was $9.9 million, which was an increase of $5.0
million compared to last year. The operating income margin, excluding (i)
compensation plan expense, (ii) higher goodwill amortization (5.2% versus 3.9%
as a percentage of net sales in 1997) and (iii) higher transition related
expenses (2.2% versus 0.6% as a percentage of net sales in 1997) associated with
the acquisitions of LC and DH, would have been 18.5% as compared to 22.7% in the
prior year's quarter. The margin decrease was due to lower gross margins and
incremental marketing costs for advertising associated with reestablishing media
programs for the Mrs. Butterworth's(R) and Log Cabin(R) syrup brands and ongoing
media support for the Duncan Hines(R) brand.
Interest Expense and Amortization of Deferred Financing Expense. The aggregate
of net interest expense and amortization of deferred financing expense was $13.1
million in the current quarter. The increased expenses were related to the
financing of the acquisitions of LC and DH.
Income Tax Benefit. The effective tax rate was lower than the statutory rate
due to the effect of non-deductible compensation plan expense.
Net Loss. Net loss was $64.8 million in the current quarter. Excluding the
effect of non-cash compensation plan expense, the net loss of $4.8 million was
greater than the net loss incurred in the 1997 period due to higher interest
expense and amortization of deferred financing expense than incurred during the
1997 period.
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended March 28, 1998, cash provided by operations was $14.3
million. Net loss before depreciation, amortization, compensation plan expense
and the loss from extraordinary items triggered a use of cash of $4.0 million.
Current assets, excluding cash and current deferred tax assets, increased $30.0
million and current liabilities, excluding current maturities of senior secured
term debt, increased $31.5 million. The increase in both current assets and
current liabilities was the result of three factors: (1) inclusion of all items
of working capital related to the Log Cabin business, which had previously been
accounted for on the prior owner's books through the transition period and
recorded on the Company's books as a monthly net cash settlement, (2) addition
of inventory balances of Duncan Hines products which were assumed in March 1998
as part of the transition process from P&G, and (3) receivable balance due from
P&G to cover reimbursable
13
<PAGE>
costs incurred in connection with the relocation of manufacturing equipment from
P&G to the Company's contract manufacturers' production facilities.
Net cash used in investing activities was $449.3 million for the three months
ended March 28, 1998. In addition to the acquisition of DH, the Company spent
$1.5 million on capital expenditures and $0.1 million on furniture and fixtures.
The capital expenditures were incurred to relocate and install acquired
manufacturing equipment at the Company's contract manufacturers' production
facilities. In addition, the Company disposed of surplus production equipment
and received proceeds of $0.5 million from the dispositions. The Company expects
to spend approximately $10.7 million on capital expenditures in 1998 and
anticipates that these expenditures will be funded from internal cash flow.
During the three months ended March 28, 1998, financing activities provided cash
of $453.6 million. To finance the acquisition of DH and related expenses, the
Company refinanced its existing senior bank facilities with $450.0 million of
senior secured term debt under the Second Amended and Restated Credit Agreement
and received a capital contribution from Holdings in the amount of $93.6
million. In conjunction with the refinancing, the Company incurred an early
extinguishment of debt that was recorded as an extraordinary item, net of tax,
in the Statement of Operations in the amount of $1.9 million.
At March 28, 1998, the Company had $23.3 million of cash and cash equivalents
and an unused commitment of $75.0 million on its senior secured revolving debt
facility. The Company's primary sources of liquidity are cash flows from
operations and available borrowings under the $75.0 million revolving debt
facility. Management believes the available borrowing capacity under the
revolving debt facility combined with cash provided by operations will provide
the Company with sufficient cash to fund operations as well as to meet existing
obligations.
14
<PAGE>
PART II
-------
OTHER INFORMATION
-----------------
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Exhibit
- ------ -------
2.1 Asset Purchase Agreement, dated as of December 18, 1996, by and
between MBW Foods Inc. (as successor-in-interest to MBW Acquisition
Corp.) and Conopco, Inc., as amended. (Incorporated by reference to
Exhibit 2.1 to the Form S-4 filed on August 21, 1997 ("S-4")).
2.2 Asset Purchase Agreement, dated as of March 7, 1997, by and between
the Company and Kraft Foods, Inc. (Incorporated by reference to
Exhibit 2.2 to the S-4).
2.3 Asset Purchase Agreement, dated as of November 26, 1997, by and
between the Company and The Procter & Gamble Company. (Incorporated by
reference to Exhibit 2.1 to the Form 8-K filed on January 30, 1998
(the "Form 8-K")).
3.1 Certificate of Incorporation of the Company, as amended to date, filed
with the Secretary of State of the State of Delaware on November 21,
1996. (Incorporated by reference to Exhibit 3.1 to the S-4).
3.2 Amended and Restated By-laws of the Company. (Incorporated by
reference to Exhibit 3.2 to the S-4).
4.1 Indenture dated as of February 10, 1997, by and between the Company
and Wilmington Trust Company (the "Indenture"). (Incorporated by
reference to Exhibit 4.1 to the S-4).
4.2 Specimen Certificate of 9 7/8% Series B Senior Subordinated Note due
2007 (included in Exhibit 4.1 hereto). (Incorporated by reference to
Exhibit 4.2 to the S-4).
4.3 Form of Note Guarantee to be issued by future subsidiaries of the
Company pursuant to the Indenture (included in Exhibit 4.1 hereto).
(Incorporated by reference to Exhibit 4.4 to the S-4).
4.4 Indenture dated as of July 1, 1997 by and between the Company and
Wilmington Trust Company (the "Series D Indenture"). (Incorporated by
reference to Exhibit 4.6 to the S-4).
4.5 Specimen Certificate of 9 7/8% Series D Senior Subordinated Note due
2007 (included in Exhibit 4.4 hereto). (Incorporated by reference to
Exhibit 4.3 to the S-4).
15
<PAGE>
4.6 Form of Note Guarantee to be issued by future subsidiaries of the
Company pursuant to the Series D Indenture (included in Exhibit 4.4
hereto). (Incorporated by reference to Exhibit 4.8 to the S-4).
4.7 Security holders Agreement, dated as of April 8, 1998, by and among
Aurora/VDK LLC, MBW Investors LLC, VDK Foods LLC and the other parties
signatory thereto. (Incorporated by reference to Exhibit 4.8 to the
Form 8-K).
10.1 Management Services Agreement, dated as of December 31, 1996, by and
between the Company and Dartford Partnership, L.L.C. (Incorporated by
reference to Exhibit 10.1 to the S-4).
10.2 Advisory Services Agreement, dated as of December 31, 1996, by and
between the Company and MDC Management Company III, L.P. (Incorporated
by reference to Exhibit 10.2 to the S-4).
10.3 Agreement dated as of December 31, 1996, by and between MBW Foods Inc.
and Fenway Partners, Inc. (Incorporated by reference to Exhibit 10.3
to the S-4).
10.4 Second Amended and Restated Credit Agreement, dated as of January 16,
1998, by and among the Company, Aurora Foods Holdings Inc., as
Guarantor, the Lenders listed therein, The Chase Manhattan Bank, as
Administrative Agent, Chase Securities Inc., as Arranging Agent and
Exhibits thereto. (Incorporated by reference to Exhibit 10.4 to the
Company's Form 10-K filed on March 27, 1998 (the "10-K")).
10.5 Employment Agreement, dated as of December 31, 1996, by and between
the Company and Thomas J. Ferraro (Incorporated by reference to
Exhibit 10.5 to the S-4).
10.6 Employment Agreement, dated as of December 31, 1996, by and between
the Company and C. Gary Willett. (Incorporated by reference to Exhibit
10.6 to the S-4).
10.8 Flavor Supply Agreement, dated as of December 31, 1996, by and between
the Company and Quest International Flavors & Food Ingredients
Company. (Incorporated by reference to Exhibit 10.8 to the S-4).
10.10 Shared Technology License Agreement, dated as of December 31, 1996, by
and between the Company and Conopco, Inc. (Incorporated by reference
to Exhibit 10.10 to the S-4).
10.11 First Amended and Restated Limited Liability Company Agreement of MBW
Investors LLC, dated as of January 16, 1998. (Incorporated by
reference to Exhibit 10.11 to the 10-K).
10.12 Employment Agreement dated as of January 20, 1997, by and between the
Company and Alan Mintz. (Incorporated by reference to Exhibit 10.12 to
the S-4).
16
<PAGE>
10.13 Amended Transitional Co-Pack Agreement, dated as of July 1, 1997, by
and between the Company and Kraft Foods, Inc. (Incorporated by
reference to Exhibit 10.13 to the S-4).
10.14 Transition Services Agreement, dated as of July 1, 1997, by and
between the Company and Kraft Foods, Inc. (Incorporated by reference
to Exhibit 10.14 to the S-4).
10.15 Excluded Business Co-Pack Agreement, dated as of July 1, 1997, by and
between the Company and Kraft Foods, Inc. (Incorporated by reference
to Exhibit 10.15 to the S-4).
10.16 First Amended and Restated Red Wing Co-Pack Agreement, dated as of
November 19, 1997, by and between the Company and The Red Wing
Company, Inc. (Confidential treatment for a portion of this document
has been requested by the Company). (Incorporated by reference to
Exhibit 10.16 to the 10-K).
10.17 Employment Agreement dated July 1, 1997, by and between the Company
and Dirk Grizzle. (Incorporated by reference to Exhibit 10.17 to the
10-K).
10.18 Production Agreement, dated November 19, 1997, by and between the
Company and The Red Wing Company, Inc. (Confidential treatment for a
portion of this document has been requested by the Company).
(Incorporated by reference to Exhibit 10.18 to the 10-K).
10.19 Transitional Supply Agreement, dated January 16, 1998, by and between
the Company and The Procter & Gamble Manufacturing Company.
(Confidential treatment for a portion of this document has been
requested by the Company). (Incorporated by reference to Exhibit 10.20
to the 10-K).
10.20 Amendment No. 1 to Ferraro Employment Agreement, dated as of January
1, 1998, between the Company and Thomas J. Ferraro. (Incorporated by
reference to Exhibit 10.10 to the Aurora Foods Inc. Form S-1 dated
April 22, 1998 (the "S-1")).
10.21 Amendment No. 1 to Willett Employment Agreement, dated as of January
1, 1998, between C. Gary Willett and the Company. (Incorporated by
reference to Exhibit 10.12 to the S-1).
23.1 Consent of Price Waterhouse LLP. (Incorporated by reference to Exhibit
23.1 to the S-4).
23.4 Consent of Coopers & Lybrand L.L.P. (Incorporated by reference to
Exhibit 23.4 to the S-4).
24.1 Power of Attorney. (Incorporated by reference to Exhibit 24.1 to
the S-4).
27.1 Financial Data Schedule.
17
<PAGE>
(b) Reports on Form 8-K
1. A report on Form 8-K, dated January 16, 1998, was filed on January 30,
1998 on which Items 2 and 7 were reported. No financial statements were
filed with this filing.
2. A report on Form 8-KA, dated January 16, 1998, was filed on March 27,
1998 on which Items 2 and 7 were reported and which included the
following financial statements.
(a) The Statements of Equipment and Goodwill as of December 31, 1997
(unaudited) and June 30, 1997 (audited) and 1996 (audited) and for
the Statements of Direct Revenues and Direct expenses for the
Duncan Hines business of the Procter & Gamble Company, for the
years ended June 30, 1997 (audited), 1996 (audited) and 1995
(audited) and for the six month period ended December 31, 1997
(unaudited) and for the three month period ended September 30, 1997
(unaudited).
(b) The unaudited pro forma Statement of Operations of Aurora Foods
Inc. for the year ended December 27, 1997 and the pro forma
balance sheet as of December 27, 1997 together with notes.
3. A report on Form 8-K, dated April 8, 1998, was filed on April 21, 1998
on which Items 5 and 7 were reported. No financial statements were
filed with this filing.
4. A report on Form 8-K, dated April 22, 1998, as amended, was filed on
May 1, 1998 on which Item 5 was reported. No financial statements were
filed with this filing.
18
<PAGE>
SIGNATURES
- ----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
AURORA FOODS INC.
Dated: May 12, 1998 By: /s/ Dirk C. Grizzle
----------------- -----------------------
Dirk C. Grizzle
Chief Financial Officer
(Duly Authorized Officer,
Principal Financial Officer and
Principal Accounting Officer)
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from balance
sheets and a statement of operations and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-27-1997
<PERIOD-START> DEC-28-1997 JAN-1-1997
<PERIOD-END> MAR-28-1998 MAR-29-1997
<CASH> 23,330 4,029
<SECURITIES> 0 4,000
<RECEIVABLES> 23,081 9,195
<ALLOWANCES> 234 21
<INVENTORY> 24,851 1,164
<CURRENT-ASSETS> 84,538 19,698
<PP&E> 47,041 5,302
<DEPRECIATION> 2,010 132
<TOTAL-ASSETS> 869,551 142,078
<CURRENT-LIABILITIES> 64,374 7,853
<BONDS> 202,377 100,000
217,626 33,160
0 0
<COMMON> 0 0
<OTHER-SE> (63,597) (71)
<TOTAL-LIABILITY-AND-EQUITY> 869,551 142,078
<SALES> 89,385 21,253
<TOTAL-REVENUES> 89,385 21,253
<CGS> 37,734 7,167
<TOTAL-COSTS> 70,654 14,420
<OTHER-EXPENSES> 65,796 4,276
<LOSS-PROVISION> 94 21
<INTEREST-EXPENSE> 12,837 2,654
<INCOME-PRETAX> (63,316) (118)
<INCOME-TAX> (360) (47)
<INCOME-CONTINUING> (62,956) (71)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 1,876 0
<CHANGES> 0 0
<NET-INCOME> (64,832) (71)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
