<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 3, 2000
AURORA FOODS INC.
---------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 333-50681 94-3303521
-------- --------- ----------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1000 St. Louis Union Station, Suite 300, St. Louis, MO 63103
- ------------------------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (314) 632-5653
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This is Page 1 of 4 Pages.
<PAGE>
Item 5. Other Events
On April 3, 2000, Aurora Foods Inc. issued a press release with respect to
recent developments. A copy of the press release is attached hereto as Exhibit
99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
--------
99.1 Press Release dated April 3, 2000.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AURORA FOODS INC.
By: /s/ Andrea Geisser
--------------------------------
Name: Andrea Geisser
Title: Treasurer
Date: April 3, 2000
-3-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibits
- ----------- -----------------------
99.1 Press Release dated April 3, 2000.
-4-
<PAGE>
Exhibit 99.1
Aurora Foods Inc.
Contact: Mark Kollar 212-232-2248
For Immediate Release
=====================
New Leadership for Aurora Foods
Former ConAgra and Stroh Executives Named
To CEO and CFO Positions
Company restates 1999 and1998 Financial Results;
Reports $0.07 EPS loss in 1999
----------------------------------
ST. LOUIS, April 3, 2000 - Aurora Foods Inc. (NYSE: AOR), a leading producer and
marketer of premium branded foods, today announced the appointments of James T.
Smith, former President and Chief Operating Officer of ConAgra Frozen Prepared
Foods, to the positions of President and Chief Executive Officer, and
Christopher T. Sortwell, former Executive Vice President and Chief Financial
Officer of The Stroh Companies, as EVP and CFO. Both executives will join the
Company's Board of Directors.
"Recruiting exceptional management leadership talent for Aurora has been a
top priority," said Richard C. Dresdale, the Company's acting Chairman and
President of Fenway Partners, which along with McCown De Leeuw & Co. and other
founding investors own approximately 65% of the Company's common stock. "Both
Mr. Smith and Mr. Sortwell are highly experienced branded food-products
executives with distinguished records of accomplishment. Together, they bring
the right combination of vision and management skill to grow Aurora profitably
in the future."
Mr. Smith has nearly 30 years of business management and marketing
experience in branded food and consumer goods products. During his tenure at the
Frozen Prepared
-more-
<PAGE>
Foods Group, which includes such brands as Healthy Choice(R), Banquet(R) and
Marie Callender's(R), Mr. Smith completed a revitalization of the business, more
than doubling revenue and turning the group into one of ConAgra's most
profitable and successful businesses. During this period, ConAgra's frozen
consumer market shares increased by more than one-third to become the market
leader in nearly every major segment in which it competes. Prior to joining
ConAgra, Mr. Smith served as President of Gerber Products Company and also held
numerous senior management positions at Procter & Gamble in the United States
and Europe, including management of the Duncan Hines(R) brand, which is now part
of Aurora's brand portfolio.
"Aurora is an exciting business with some of the best quality brands in all
the food industry. Every one of these brands is well recognized and enjoys a
special place of trust with consumers," said Mr. Smith. "Our focus will be to
build on this trust and the strength of our brand equities with stronger sales
and marketing programs and new products. We believe this is the best way to grow
our top line, to increase our profits and to deliver long-term value to our
shareholders."
Mr. Sortwell joins Aurora from The Stroh Companies, where he was
responsible for all financial and strategic planning activities. During his 15-
year tenure, he developed strong working relationships with the financial
community. Mr. Sortwell was also responsible for Stroh's leading contract-
manufacturing and international businesses. Prior to joining Stroh, Mr. Sortwell
spent five years at McKinsey & Company.
Accounting Adjustments and Restated Financial Statements
The Company also announced restatements of earnings that decrease
previously reported pre-tax earnings for the first three quarters of 1999 by an
aggregate of $43.3 million and restatements that decrease pre-tax earnings for
the third and fourth quarters of 1998 by an aggregate of $38.3 million. The
restatements are primarily related to trade promotion expenses, including price
concessions and promotion-support allowances. As a result of completing the
restatement process, the Company said that it will file with the Securities and
Exchange Commission an amended Form 10-Q for the third quarter of
-more-
<PAGE>
1998 and an amended Form 10-K for 1998, as well as amended Form 10-Qs for each
of the first, second and third quarters of 1999.
The attached tables reflect the Company's restated financial results for
1998 and 1999.
"The restatement closes a disappointing chapter for the Company," said Mr.
Dresdale. "We have expended considerable effort and resources to ensure that the
Company's financial reporting process and business practices adhere to the
highest standards going forward. The Company has reviewed its systems and
accounting policies related to trade promotions and believes that its restated
results reflect accurately its trade promotion obligations."
The Company also reported that it has received an amendment to its Credit
Agreement with its senior lenders that waives prior defaults and modifies
financial and other covenants for the year ending December 31, 2000. In
addition, the lenders under the Credit Agreement have agreed, through June 30,
2000, not to exercise any remedies available to them as a result of any default
under the indenture governing the Company's 9 7/8% Senior Subordinated Notes due
2007 and 8 3/4% Senior Subordinated Notes due 2008. The Company intends to
promptly initiate discussions with the holders of the Subordinated Notes to
obtain consents for amendments to the related indentures and a waiver to ensure
that the Company is in compliance with the covenants thereunder. The Company
has retained Wasserstein Perella & Co. as financial advisor to assist it in
negotiations with the holders of the Subordinated Notes.
1999 Fourth-Quarter and Year-End Results
For the fourth quarter ended December 31, 1999, the Company reported net
sales of $295.2 million, versus $276.6 million on a restated basis in the
comparable 1998 period. The net loss for the quarter was $5.0 million, or a loss
of $0.08 per share, compared with net income of $4.6 million, or $0.07 per
share, on a restated basis for the prior year.
-more-
<PAGE>
Fourth-quarter adjusted EBITDA prior to transition expenses in 1999 was
$31.9 million, compared with fourth-quarter adjusted EBITDA of $36.0 million in
1998 on a restated basis, prior to transition expenses.
For the year ended December 31, 1999, the Company reported net sales of
$995.4 million, compared with $784.6 million on a restated basis for 1998. The
results for 1999 include net sales of Lender's(R), acquired on November 1, 1999,
and of Chef's Choice(R), acquired on April 1, 1999. The net loss for the year
was $4.4 million, or a net loss of $0.07 per share, compared with a loss of
$69.1 million, or a loss of $1.29 per share, on a restated basis for 1998.
Adjusting for a $6.1 million after-tax effect of transition expenses, adjusted
1999 EPS was $0.03. Adjusting for a $72.0 million after-tax effect of an
incentive plan expense, transition expenses and an extraordinary item, adjusted
1998 EPS was $0.05.
Adjusted EBITDA prior to transition and incentive plan expenses for 1999
was $128.1 million, compared with $113.8 million for 1998 on a restated basis.
Pro forma net sales for 1999, assuming full-year ownership of Lender's(R)
and Chef's Choice(R), were $1,190.0 million, compared with $1,211.4 million for
1998 on a restated basis, assuming full-year ownership of VDK, Duncan Hines(R),
Lender's(R) and Chef's Choice(R). Pro forma adjusted EBITDA for 1999 was $166.3
million, compared with $164.1 million for 1998 on a restated basis.
Fourth-quarter and year-end 1999 sales were driven by strong performance in
frozen seafood and Chef's Choice(R) and offset by declines in baking mixes,
Lender's(R) and breakfast products.
Outlook
The Company expects sales for the quarter ended March 31, 2000 to be
approximately $320 million, versus $331 million on a Pro forma basis for the
prior comparable period in 1999. Demand for Aurora's leading brands continues
to be strong with market-share improvements realized across a majority of its
product categories;
-more-
<PAGE>
however, this year's late Lenten season depressed frozen seafood and baking
sales. The Company also expects to focus on several profitability initiatives
during the year, including streamlining operations and management structure. As
a result, the Company expects to take a one-time charge of up to $10 million in
the second quarter of 2000.
Attached are biographies of Messrs. Smith and Sortwell.
About Aurora Foods
Aurora Foods Inc., which is based in St. Louis, is a leading producer and
marketer of premium branded food products. In February 2000, the Company moved
its headquarters to St. Louis from San Francisco. For more information, visit
the Company's Web site, www.aurorafoods.com.
The Company filed for an extension of the filing of its annual report on
Form 10-K for the year ended December 31, 1999, and will file the report on
April 14, 2000. The Company intends to mail its annual report to its
shareholders after that date.
Safe Harbor Language
Statements made in this press release that are not historical facts are
forward-looking statements as that term is defined in the Private Securities
Litigation Act of 1996. The forward-looking statements include, without
limitation, estimates of results of operations and future earnings. All forward-
looking statements are subject to risks and uncertainties that could cause
actual results to differ from those projected. These factors include, among
others: general economic and business conditions, competition, changing consumer
preferences based on nutrition, health and other concerns, the availability and
cost of raw materials used in the Company's products, changes in business
strategy and environmental and other governmental regulation. These risks and
uncertainties, as well as others related to the Company, are set forth in
greater detail in the Company's Annual Reports on Form 10-K and Quarterly
Reports on Forms 10-Q filed with the Securities and Exchange Commission.
-more-
<PAGE>
Aurora Foods Inc.
Consolidated Statements of Operations
(in thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1998
------------------------
Reported Restated 1999/1/
------------------------ ---------
<S> <C> <C> <C>
Net Sales $ 789,193 $ 784,557 $ 995,418
Cost of Goods Sold 317,547 318,935 424,936
--------- --------- ---------
Gross Profit 471,646 465,622 570,482
Brokerage and Distribution 74,703 77,553 103,518
Trade Promotions 173,467 201,927 241,282
Consumer Marketing 56,683 56,699 77,092
--------- --------- ---------
Total Brokerage,
Distribution and Marketing 304,853 336,178 421,891
Amort. of Goodwill &
Other Intangibles 30,048 30,048 38,305
Selling, General and
Administrative Expenses 25,043 25,955 35,597
Transition Expenses 10,357 10,366 11,200
Incentive Plan Expense
(Credit) 56,583 56,583 (571)
--------- --------- ---------
Total Operating Expenses 122,031 122,952 84,530
--------- --------- ---------
Operating Profit 44,762 6,492 64,061
Interest Expense (net) 64,487 64,493 68,403
Amort. of Def. Fin. and
Other Bank Expenses 2,135 2,131 2,897
--------- --------- ---------
Loss Before Income Taxes
and Extraordinary Item (21,860) (60,132) (7,240)
Income Tax Expense
(Benefit) 14,306 (214) (2,790)
--------- --------- ---------
Net Loss Before
Extraordinary Item (36,166) (59,918) (4,449)
Extraordinary Loss on
Early Extinguishment of
Debt (Net of Taxes) 9,211 9,211 -
--------- --------- ---------
Net Loss $ (45,377) $ (69,128) $ (4,449)
========= ========= =========
Adjusted EBITDA/2/ $ 151,702 $ 113,781 $ 128,077
</TABLE>
1. Includes first three quarters as restated.
2. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation,
amortization, transition, incentive plan expense (credit), amortization of
deferred financing expenses, and other bank and financing expenses.
<PAGE>
Aurora Foods Inc.
Restated EPS Calculations
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------
1998
------------------------
Reported Restated 1999/1/
------------------------ ---------
<S> <C> <C> <C>
Net Loss Before Extraordinary Item $ (36,166) $ (59,918) $ (4,449)
Extraordinary Item (9,211) (9,211) -
--------- --------- --------
Net Loss (45,377) (69,128) (4,449)
Adjustments/2/ 71,987 71,993 6,148
--------- --------- --------
Adjusted Net Income $ 26,610 $ 2,864 $ 1,699
========= ========= ========
EPS before
Extraordinary Item $ (0.68) $ (1.12) $ (0.07)
Extraordinary Item
per Share (0.17) (0.17) -
--------- --------- --------
EPS $ (0.85) $ (1.29) $ (0.07)
========= ========= ========
Adjusted EPS/3/ $ 0.50 $ 0.05 $ 0.03
Weighted Average Shares 53,541 53,541 67,023
</TABLE>
1. Includes first three quarters as restated.
2. Adjustments include the after tax effect of incentive plan expense
(credit), transition expenses and extraordinary items.
3. Adjusted EPS is defined as earnings per share plus Adjustments on a per
share basis.
<PAGE>
Aurora Foods Inc.
Consolidated Pro Forma Statements of Operations
(in thousands)
<TABLE>
<CAPTION>
Pro Forma/1/ Year Ended
December 31,
-----------------------
1998
Restated 1999/3/
---------- ----------
<S> <C> <C>
Net Sales $1,211,413 $1,190,019
Cost of Goods Sold 504,597 508,015
Gross Profit 706,816 682,004
Total Brokerage, Distribution and Marketing 524,192 496,439
Total Operating Expenses 202,530 88,238
Operating Profit (Loss) (19,907) 97,327
Pro-Forma Adjusted EBITDA/2/ $ 164,101 $ 166,344
</TABLE>
1. Pro Forma Statements of Operations reflect the VDK merger and Duncan Hines,
Chef's Choice and Lenders acquisitions as if they had occurred on January 1,
1998.
2. Pro-Forma Adjusted EBITDA is defined as Adjusted EBITDA plus pro-forma
adjustments for the VDK merger and Duncan Hines, Chef's Choice and Lenders
acquisition as if they had occurred on January 1, 1998.
3. Includes first three quarters as restated.
<PAGE>
Aurora Foods Inc.
Consolidated Quarterly Statements of Operations
(in thousands)
<TABLE>
<CAPTION>
Quarter Ended December 31,
---------------------------------
1998
---------------------
Reported Restated 1999
--------------------- ----------
<S> <C> <C> <C>
Net Sales $ 279,627 $ 276,591 $ 295,224
Cost of Goods Sold 108,806 109,484 127,467
--------------------- ---------
Gross Profit 170,821 167,107 167,757
Brokerage and Distribution 25,724 26,663 34,419
Trade Promotions 63,495 79,419 73,351
Consumer Marketing 19,261 19,277 21,998
--------------------- ---------
Total Brokerage, Distribution
and Marketing 108,480 125,358 129,769
Amort. of Goodwill & Other Intangibles 8,639 8,639 10,541
Selling, General and Administrative
Expenses 7,939 8,539 10,871
Transition Expenses 4,640 4,651 2,089
--------------------- ---------
Total Operating Expenses 21,218 21,830 23,501
--------------------- ---------
Operating Profit 41,123 19,919 14,487
Interest Expense (net) 14,956 14,957 21,200
Amort. of Def. Fin. and Other Bank
Expenses 469 470 1,368
--------------------- ---------
Income (Loss) Before Income Taxes and
Extraordinary Item 25,698 4,493 (8,081)
Income Tax Expense (Benefit) 10,241 16 (3,051)
--------------------- --------
Net Income (Loss) Before Extraordinary
Item 15,457 4,477 (5,030)
Extraordinary Loss on Early
Extinguishment of Debt (Net of Taxes) (114) (115) -
--------------------- --------
Net Income (Loss) $ 15,571 $ 4,592 $ (5,030)
===================== ========
Adjusted EBITDA/1/ $ 56,818 $ 35,965 $ 31,942
</TABLE>
1. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation,
amortization, transition, amortization of deferred financing expenses, and
other bank and financing expenses.
<PAGE>
Aurora Foods Inc.
Restated EPS Calculations
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended December 31,
----------------------------
1998
------------------
Reported Restated 1999
------------------ -------
<S> <C> <C> <C>
Net Income Before Extraordinary Item $15,457 $ 4,477 $(5,030)
Extraordinary Item 114 115 -
------------------ -------
Net Income (Loss) 15,571 4,592 (5,030)
Adjustments/1/ 2,661 2,667 1,253
------------------ -------
Adjusted Net Income (Loss) $18,232 $ 7,258 $(3,776)
================== =======
EPS before Extraordinary Item $ 0.23 $ 0.07 $ (0.08)
Extraordinary Item per Share 0.00 0.00 -
------------------ -------
EPS $ 0.23 $ 0.07 $ (0.08)
================== =======
Adjusted EPS/2/ $ 0.27 $ 0.11 $ (0.06)
Weighted Average Shares 67,000 67,000 67,030
</TABLE>
1. Adjustments include the after tax effect of transition expenses and
extraordinary items.
2. Adjusted EPS is defined as earnings per share plus Adjustments on a per share
basis.
<PAGE>
Aurora Foods Inc.
Consolidated Quarterly Statements of Operations
(in thousands)
<TABLE>
<CAPTION>
Quarter Ended September 30,
---------------------------------------------------
1998 1999
----------------------- -----------------------
Reported Restated Reported Restated
----------------------- -----------------------
<S> <C> <C> <C> <C>
Net Sales $220,368 $218,768 $238,275 $231,896
Cost of Goods Sold 89,264 89,974 100,970 101,536
----------------------- -----------------------
Gross Profit 131,104 128,794 137,305 130,360
Brokerage and Distribution 20,767 22,677 22,625 23,535
Trade Promotions 49,102 61,638 44,310 47,816
Consumer Marketing 15,928 15,928 15,551 16,369
----------------------- -----------------------
Total Brokerage, Distribution and Marketing 85,797 100,243 82,486 87,720
Amort. of Goodwill & Other Intangibles 8,623 8,623 9,042 9,600
Selling, General and Administrative Expenses 7,200 7,512 8,176 8,377
Transition Expenses 1,269 1,267 2,136 1,697
----------------------- -----------------------
Total Operating Expenses 17,092 17,402 19,354 19,674
----------------------- -----------------------
Operating Profit 28,215 11,149 35,465 22,967
Interest Expense (net) 15,554 15,559 16,802 16,874
Amort. of Def. Fin. and Other Bank Expenses 426 421 618 546
----------------------- -----------------------
Income (Loss) Before Income Taxes and Extraordinary Item 12,235 (4,831) 18,045 5,546
Income Tax Expense (Benefit) 4,132 (163) 6,877 1,719
----------------------- -----------------------
Net Income (Loss) Before Extraordinary Item 8,103 (4,669) 11,168 3,828
Extraordinary Loss on Early Extinguishment of Debt (Net of Taxes) 7,449 7,449 - -
----------------------- -----------------------
Net Income (Loss) $ 654 $(12,118) $ 11,168 $ 3,828
======================= =======================
Adjusted EBITDA/1/ $ 41,354 $ 24,286 $ 50,371 $ 37,868
</TABLE>
1. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation,
amortization, transition, amortization of deferred financing expenses, and
other bank and financing expenses.
<PAGE>
Aurora Foods Inc.
Restated EPS Calculations
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended September 30,
--------------------------------------------
1998 1999
-------------------- ------------------
Reported Restated Reported Restated
-------------------- ------------------
<S> <C> <C> <C> <C>
Net Income (Loss) Before Extraordinary Item $ 8,103 $ (4,669) $11,168 $ 3,828
Extraordinary Item (7,449) (7,449) - -
-------------------- ------------------
Net Income (Loss) 654 (12,118) 11,168 3,828
Adjustments/1/ 8,208 8,207 1,282 1,018
-------------------- ------------------
Adjusted Net Income (Loss) $ 8,862 $ (3,911) $12,450 $ 4,846
==================== ==================
EPS before Extraordinary Item $ 0.12 $ (0.07) $ 0.17 $ 0.06
Extraordinary Item per Share (0.11) (0.11) - -
-------------------- ------------------
EPS $ 0.01 $ (0.18) $ 0.17 $ 0.06
==================== ==================
Adjusted EPS/2/ $ 0.13 $ (0.06) $ 0.19 $ 0.07
Weighted Average Shares 67,000 67,000 67,030 67,030
</TABLE>
1. Adjustments include the after tax effect of transition expenses and
extraordinary items.
2. Adjusted EPS is defined as earnings per share plus Adjustments on a per share
basis.
<PAGE>
Aurora Foods Inc.
Consolidated Quarterly Statements of Operations
(in thousands)
<TABLE>
<CAPTION>
Quarter Ended June 30,
----------------------------------------------
1999
-------------------------------
1998 Reported Restated
------------ -------------------------------
<S> <C> <C> <C>
Net Sales $199,813 $221,711 $214,034
Cost of Goods Sold 81,743 87,369 91,230
------------ -------------------------------
Gross Profit 118,070 134,342 122,804
Brokerage and Distribution 18,857 22,031 23,634
Trade Promotions 45,302 47,004 50,606
Consumer Marketing 13,497 15,930 17,048
------------ -------------------------------
Total Brokerage, Distribution and Marketing 77,656 84,965 91,288
Amort. of Goodwill & Other Intangibles 8,189 9,082 9,292
Selling, General and Administrative Expenses 7,558 7,795 8,781
Transition Expenses 2,522 3,071 3,136
Incentive Plan Credit (3,417) - (571)
------------ -------------------------------
Total Operating Expenses 14,852 19,948 20,638
------------ -------------------------------
Operating Profit 25,562 29,429 10,879
Interest Expense (net) 21,363 15,748 15,748
Amort. of Def. Fin. and Other Bank Expenses 676 535 535
------------ -------------------------------
Income (Loss) Before Income Taxes and
Extraordinary Item 3,523 13,146 (5,404)
Income Tax Expense (Benefit) 293 5,193 (1,675)
------------ -------------------------------
Net Income (Loss) Before Extraordinary Item 3,230 7,953 (3,730)
Extraordinary Loss on Early Extinguishment
of Debt (Net of Taxes) - - -
------------ -------------------------------
Net Income (Loss) $ 3,230 $ 7,953 $ (3,730)
============ ===============================
Adjusted EBITDA/1/ $ 35,770 $ 45,273 $ 26,464
</TABLE>
1. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation,
amortization, transition, incentive plan credit, amortization of deferred
financing expenses, and other bank and financing expenses.
<PAGE>
Aurora Foods Inc.
Restated EPS Calculations
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended June 30,
-----------------------------------------------
1999
---------------------------
1998 Reported Restated
------------ ---------------------------
<S> <C> <C> <C>
Net Income (Loss) Before Extraordinary Item $ 3,230 $ 7,953 $ (3,730)
Extraordinary Item - - -
------------ ---------------------------
Net Income (Loss) 3,230 7,953 (3,730)
Adjustments/1/ (1,909) 1,843 1,310
------------ ---------------------------
Adjusted Net Income (Loss) $ 1,321 $ 9,796 $ (2,419)
============ ===========================
EPS before Extraordinary Item $ 0.06 $ 0.12 $ (0.06)
Extraordinary Item per Share - - -
------------ ---------------------------
EPS $ 0.06 $ 0.12 $ (0.06)
============ ===========================
Adjusted EPS/2/ $ 0.03 $ 0.15 $ (0.04)
Weighted Average Shares 51,981 67,016 67,016
</TABLE>
1. Adjustments include the after tax effect of incentive plan credit, transition
expenses and extraordinary items.
2. Adjusted EPS is defined as earnings per share plus Adjustments on a per share
basis.
<PAGE>
Aurora Foods Inc.
Consolidated Quarterly Statements of Operations
(in thousands)
<TABLE>
<CAPTION>
Quarter Ended March 31,
--------------------------------
1999
---------------------
1998 Reported Restated
-------- ---------------------
<S> <C> <C> <C>
Net Sales $ 89,385 $ 261,050 $ 254,264
Cost of Goods Sold 37,734 104,128 104,703
-------- ---------------------
Gross Profit 51,651 156,922 149,560
Brokerage and Distribution 9,355 24,634 21,930
Trade Promotions 15,568 61,373 69,508
Consumer Marketing 7,997 22,558 21,676
-------- ---------------------
Total Brokerage,
Distribution and Marketing 32,920 108,565 113,115
Amort. of Goodwill &
Other Intangibles 4,597 8,772 8,872
Selling, General and
Administrative Expenses 2,346 7,342 7,568
Transition Expenses 1,926 4,272 4,278
Incentive Plan Expense 60,000 - -
-------- ---------------------
Total Operating Expenses 68,869 20,386 20,717
-------- ---------------------
Operating Profit (50,138) 27,971 15,728
Interest Expense (net) 12,614 14,579 14,581
Amort. of Def. Fin. and
Other Bank Expenses 564 450 449
-------- ---------------------
Income (Loss) Before
Income Taxes and
Extraordinary Item (63,316) 12,942 699
Income Tax Expense
(Benefit) (360) 5,112 217
-------- ---------------------
Net Income (Loss) Before
Extraordinary Item (62,956) 7,830 482
Extraordinary Loss on
Early Extinguishment
of Debt (Net of Taxes) 1,876 - -
-------- ---------------------
Net Income (Loss) $(64,832) $ 7,830 $ 482
======== =====================
Adjusted EBITDA/1/ $ 17,760 $ 43,947 $ 31,803
</TABLE>
1. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation,
amortization, transition, incentive plan, amortization of deferred financing
expenses, and other bank and financing expenses.
<PAGE>
Aurora Foods Inc.
Restated EPS Calculations
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended March 31,
-----------------------------
1999
------------------
1998 Reported Restated
-----------------------------
<S> <C> <C> <C>
Net Income (Loss) Before Extraordinary Item $(62,956) $ 7,830 $ 482
Extraordinary Item (1,876) - -
-------- ----------------
Net Income (Loss) (64,832) 7,830 482
Adjustments/1/ 63,028 2,563 2,567
-------- ----------------
Adjusted Net Income (Loss) $ (1,804) $10,393 $ 3,049
======== ================
EPS before Extraordinary Item $ (2.17) $ 0.12 $ 0.01
Extraordinary Item per Share (0.06) - -
-------- ----------------
EPS $ (2.23) $ 0.12 $ 0.01
======== ================
Adjusted EPS/2/ $ (0.06) $ 0.16 $ 0.05
Weighted Average Shares 29,053 67,016 67,016
</TABLE>
1. Adjustments include the after tax effect of incentive plan expense,
transition expenses and extraordinary items.
2. Adjusted EPS is defined as earnings per share plus Adjustments on a per
share basis.
<PAGE>
JAMES T. SMITH
Mr. Smith has nearly 30 years of business management and marketing experience in
branded food and consumer goods products.
Before joining Aurora Foods Inc. as President and Chief Executive Officer, Mr.
Smith was President and Chief Operating Officer of ConAgra Frozen Prepared
Foods, one of the nation's leading manufacturers and marketers of frozen foods,
with annual sales of approximately $2.1 billion. During his tenure at the
Frozen Prepared Foods Group, Mr. Smith completed a revitalization program that
more than doubled revenue, launched over 300 new products and line improvements
and increased market share for all its brands. He also led the efforts that
resulted in the acquisitions of three businesses that have been important for
ConAgra's growth: Marie Callender's (R), Gilardi Foods(R) and Pierce Foods(R).
At ConAgra, Mr. Smith oversaw over 8,000 employees in 14 plants.
Prior to joining ConAgra, Mr. Smith served as President for The Gerber Products
Company, where he was responsible for over 2,400 employees in five separate
plant locations and eight profit centers.
Mr. Smith joined Gerber after a 20-year career with Procter and Gamble, where he
held numerous general management and senior executive positions in the United
States and Europe, including management of the Duncan Hines brands.
He received an undergraduate degree in Chemistry and an MBA from Cornell
University.
<PAGE>
CHRISTOPHER T. SORTWELL
Before joining Aurora Foods Inc. as Executive Vice President and Chief Financial
Officer, Mr. Sortwell was EVP and CFO of The Stroh Companies, where he was
responsible for all financial and strategic planning activities, including
management of Stroh's leading contract-manufacturing and international
businesses. During his 15-year tenure at Stroh, Mr. Sortwell expanded Stroh's
international business by 15% annually and developed strong working
relationships with the financial community.
Mr. Sortwell began his career with McKinsey & Company in 1980.
He has a Bachelor of Science degree in Foreign Service from Georgetown
University and an MBA from the University of Chicago.
