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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 19, 2000
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AURORA FOODS INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 333-50681 94-3303521
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(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
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (314) 632-5653
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ITEM 5. OTHER EVENTS
Sale of Receivables
On April 19, 2000, Aurora Foods Inc. (the "Company") entered into an
agreement pursuant to which The Chase Manhattan Bank ("Chase") agreed to
purchase from time to time certain of the Company's accounts receivable. The
agreement provides that the amount of purchased and uncollected accounts
receivable outstanding at any given time is not to exceed $60 million. Funds
affiliated with Fenway Partners, Inc., McCown De Leeuw & Co. and UBS Capital LLC
have agreed to participate, on a subordinated basis, in not less than 15% of
this accounts receivable transaction. The purchase price will be calculated to
include a customary discount to the amount of the receivables purchased. The
Company has agreed to pay customary fees in connection with this accounts
receivable transaction. The agreement also contains customary representations,
warranties and covenants by the Company. The term of the agreement is for 364
days, and may be terminated by the Company upon five days' prior written notice
to Chase.
Adjusted EBITDA for 1998 and 1999
The Company believes that the following discussion will help clarify
previous disclosure of the Company's adjusted EBITDA for 1998 and 1999. The
following table sets forth the Company's historical and proforma EBITDA and
Adjusted EBITDA for 1999 and 1998, giving effect to the acquisitions of
Lender's, Chef's Choice, Duncan Hines and VDK Holdings as if they occurred on
January 1, 1998. These items should be read in conjunction with the Company's
annual report on Form 10-K filed with the Securities and Exchange Commission on
April 14, 2000.
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Actual Years Ended Pro Forma Years Ended
December 31 December 31
1999 1998 1999 1998
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(as restated) (as restated)
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EBITDA(1) $117,448 $ 46,486 $143,090 $ 22,838
Adjusted EBITDA(2) $128,077 $113,435 $166,344 $170,580
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(1) EBITDA is defined as net income plus extraordinary item, interest expense,
amortization of deferred financing expense, other bank and financing expenses,
depreciation and amortization of goodwill and other intangibles. The Company
believes EBITDA provides additional information for determining its ability to
meet debt service requirements. EBITDA does not represent and should not be
considered an alternative to net income or cash flow from operations as
determined by generally accepted accounting principles. EBITDA does not
necessarily indicate whether cash flow will be sufficient for cash requirements
and should not be deemed to represent funds available to the Company. The
calculation of EBITDA does not include the commitments of the Company for
capital expenditures and payment of debt. EBITDA, as presented, may not be
comparable to similarly-titled measures of other companies.
(2) Adjusted EBITDA is defined as EBITDA plus incentive plan expense (credit),
transition expenses and, for pro forma purposes only, the allocations of $15,958
and $20,062 in 1999 and 1998, respectively, made by the Kellogg Company, the
previous owner of Lender's, less estimated pro forma costs to be incurred by
Company of $3,333 and $4,000 in 1999 and 1998, respectively, related to the
estimated additional administrative costs associated with the Company operating
the Lender's business.
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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/ Christopher T. Sortwell
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Name: Christopher T. Sortwell
Title: Chief Financial Officer
Date: April 20, 2000
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