<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-Q/A
(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 31, 1999
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 333-50681
AURORA FOODS INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-3303521
-------- ----------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1000 Union Station; Suite 300
St. Louis, MO 63103
(Address of Principal Executive Office, Including Zip Code)
(314) 241-0303
(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 X No
--- ---
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 7, 1999
Common stock, $0.01 par value 67,016,173
================================================================================
<PAGE>
This amendment on Form 10-Q/A amends Items 1, 2 and 6 of the Quarterly Report
of Aurora Foods Inc. (the "Company") on Form 10-Q previously filed for the
quarter ended March 31, 1999. This Quarterly Report on Form 10-Q/A is filed in
connection with the Company's restatement of its financial statements for the
quarters ended September 30, 1998, March 31, 1999, June 30, 1999 and September
30, 1999 as well as for the year ended December 31, 1998. Financial statement
information and related disclosures included in this amended filing reflect,
where appropriate, changes as a result of the restatements. The financial
information in this Form 10-Q/A is consistent with such information as it was
presented on a restated basis in the Company's Form 10-K for the year ended
December 31, 1999. All other information contained in this Quarterly Report on
Form 10-Q/A is as of the date of the original filing.
TABLE OF CONTENTS
PART I
<TABLE>
<CAPTION>
Item Page
---- ----
<S> <C>
1. Financial Statements...................................................... 2
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 20
PART II
1. Legal Proceedings......................................................... 29
6. Exhibits and Reports on Form 8-K.......................................... 29
(Only those exhibits which have been revised have been included herein.)
</TABLE>
1
<PAGE>
PART I
------
FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
-----------------------------
See pages 3 through 19.
2
<PAGE>
AURORA FOODS INC.
BALANCE SHEETS
(dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------- -------------
(as restated) (as restated)
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 253 $ 354
Accounts receivable (net of $717 and $670 allowance, 84,740 82,093
respectively)
Inventories 77,863 77,331
Prepaid expenses and other assets 13,400 6,850
Current deferred tax assets 19,277 27,170
------------- -------------
Total current assets 195,533 193,798
Property, plant and equipment, net 159,153 152,085
Deferred tax asset 2,629 -
Goodwill and other intangible assets, 1,074,770 1,072,759
Asset held for sale 3,000 3,000
Other assets 27,480 26,800
------------- -------------
Total assets $ 1,462,565 $ 1,448,442
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of senior secured term debt $ 20,000 $ 20,000
Senior secured revolving debt facility 115,000 85,850
Accounts payable 60,848 59,395
Accrued liabilities 76,547 83,433
------------- -------------
Total current liabilities 272,395 248,678
Non-current deferred tax liabilities - 5,047
Other liabilities 12,372 12,372
Senior secured term debt 195,000 200,000
Senior subordinated notes 402,196 402,242
------------- -------------
Total liabilities 881,963 868,339
------------- -------------
Stockholders' equity:
Preferred stock, $0.01 par value; 25,000,000 shares
authorized; no shares issued or outstanding - -
Common stock, $0.01 par value; 250,000,000
shares authorized; 67,016,173 shares
issued and outstanding 670 670
Paid in capital 647,889 647,889
Promissory notes (545) (562)
Accumulated deficit (67,412) (67,894)
------------- -------------
Total stockholders' equity 580,602 580,103
------------- -------------
Total liabilities and stockholders' equity $ 1,462,565 $ 1,448,442
============= =============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
AURORA FOODS INC.
STATEMENTS OF OPERATIONS
(in thousands except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
---------------------------------------
March 31, 1999 March 28, 1998
------------------ ------------------
(as restated)
<S> <C> <C>
Net sales $ 254,264 $ 89,385
Cost of goods sold 104,703 37,734
---------------- ----------------
Gross profit 149,561 51,651
---------------- ----------------
Brokerage, distribution and marketing expenses:
Brokerage and distribution 21,930 9,355
Trade promotions 69,508 15,568
Consumer marketing 21,677 7,997
---------------- ----------------
Total brokerage, distribution and marketing expenses 113,115 32,920
Amortization of goodwill and other intangibles 8,872 4,597
Selling, general and administrative expenses 7,568 2,346
Incentive plan expense (Note 4) - 60,000
Transition expenses (Note 5) 4,277 1,926
---------------- ----------------
Total operating expenses 133,832 101,789
---------------- ----------------
Operating income (loss) 15,729 (50,138)
Interest expense, net 14,582 12,614
Amortization of deferred financing expense 396 513
Other bank and financing expenses 52 51
---------------- ----------------
Income (loss) before income taxes and extraordinary item 699 (63,316)
Income tax expense (benefit) 217 (360)
---------------- ----------------
Net income (loss) before extraordinary item 482 (62,956)
Extraordinary loss on early extinguishment of debt,
net of tax of $1,184 - 1,876
---------------- ----------------
Net income (loss) $ 482 $ (64,832)
================ ================
Basic and diluted earnings (loss) per share before
extraordinary item $ 0.01 $ (2.17)
Extraordinary item per share - 0.06
---------------- ----------------
Basic and diluted earnings (loss) per share $ 0.01 $ (2.23)
================ ================
Weighted average number of shares outstanding 67,016 29,053
================ ================
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
AURORA FOODS INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Additional
Common Stock Paid-In Promissory Accumulated
---------------------
Shares Amount Capital Notes Deficit Totals
--------- ---------- --------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1998 (as restated) 67,016 $ 670 $647,889 $ (562) $ (67,894) $580,103
Payments on officer
promissory notes - - - 17 - 17
Net income (as restated) - - - - 482 482
--------- ---------- --------- ---------- ----------- --------
Balance at March 31,
1999 (as restated) 67,016 $ 670 $647,889 $ (545) $ (67,412) $580,602
========= ========== ========= ========== =========== ========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
AURORA FOODS INC.
STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------
March 31, March 28,
1999 1998
------------- -------------
(as restated)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 482 $ (64,832)
Early extinguishment of debt, net of tax of $1,184 - 1,876
Adjustments to reconcile net income (loss) to cash provided by
operating activities:
Depreciation and amortization 12,148 6,140
Deferred income taxes 217 (360)
Incentive plan expense - 60,000
Change in assets and liabilities, net of effects of businesses
acquired:
(Increase) decrease in accounts receivable (2,647) 989
Decrease (increase) in inventories 4,020 (17,949)
Increase in prepaid expenses and other assets (6,550) (3,018)
Increase in accounts payable 451 19,824
(Decrease) increase in accrued liabilities (9,057) 11,698
-------- ---------
Net cash (used in) provided by operating activities (936) 14,368
-------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment (6,404) (1,181)
Changes to other non-current assets and liabilities (1,648) (90)
Payment for acquisition of businesses (15,280) (448,121)
-------- ---------
Net cash used in investing activities (23,332) (449,392)
-------- ---------
Cash flows from financing activities:
Proceeds from senior secured revolving and term debt 29,150 450,000
Repayment of borrowings (5,000) (77,500)
Capital contributions, net of officer promissory notes 17 93,638
Debt issuance and equity raising costs - (12,501)
-------- ---------
Net cash provided by financing activities 24,167 453,637
-------- ---------
(Decrease) increase in cash and cash equivalents (101) 18,613
Cash and cash equivalents, beginning of period 354 4,717
-------- ---------
Cash and cash equivalents, end of period $ 253 $ 23,330
======== ==========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
AURORA FOODS INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
------------------------------
RESTATEMENTS
Prior to issuance of the Aurora Foods Inc. (the "Company") financial statements
as of and for the year ended December 31, 1999, it was determined that the
results reported in the Company's Form 10-K as of and for the year ended
December 31, 1998 as well as the interim results reported in the Company's Form
10-Q as of and for the periods ended September 30, 1998, March 31, 1999, June
30, 1999 and September 30, 1999 were misstated. Upon further investigation, it
was determined that liabilities that existed for certain trade promotion and
marketing activities and other expenses (primarily sales returns and allowances,
distribution and consumer marketing) were not properly recognized as liabilities
and that certain assets were overstated (primarily accounts receivable,
inventories and fixed assets). In addition, certain activities were improperly
recognized as sales. As a result, the financial statements as of and for the
year ended December 31, 1998 as well as the quarterly financial data as of and
for the interim periods ended September 30, 1998, March 31, 1999, June 30, 1999
and September 30, 1999 have been restated. The restated financial statements and
related footnotes as of and for the three months ended March 31, 1999, have been
included in the condensed consolidated financial statements included herein.
For the three months ended March 31, 1999, these misstatements primarily
understated trade promotions expense by $8.1 million, overstated net sales by
$6.8 million, overstated brokerage and distribution expense by $2.7 million and
understated cost of goods sold by $0.6 million. After adjusting for the
misstatements, the Company recalculated its income tax provision reducing income
tax expense by $4.9 million.
A summary of the effects of the restatement is set forth in Note 9.
The restatements are a result of an investigation conducted by a special
committee (the "Special Committee") formed by the Company's Board of Directors.
The Special Committee retained legal counsel, which retained an independent
accounting firm to assist in the investigation. The Board of Directors has
determined that the Special Committee's role in the investigation has been
concluded. All further matters related to this investigation will be addressed
by the Board of Directors.
As a result of the restatements, the Company was in default of a number of
provisions of the agreements covering its senior secured debt and senior
subordinated debt. The Company and the lenders party to the senior secured debt
amended this agreement in 2000 to provide:
. for the sale by the Company of accounts receivable;
. amended financial covenants;
. waiver of certain existing defaults of covenants and breaches of
representations and warranties;
. until the defaults are cured or waived, a forbearance from exercising
remedies that are available as a result of the Company's defaults under the
Indentures governing the senior subordinated debt until September 30, 2000;
or, if earlier, in the event that the senior subordinated debt would be
accelerated; and
. the interest rate on borrowings made pursuant to the facility.
7
<PAGE>
During the third quarter of 2000, the Company solicited and received sufficient
consents from holders of its senior subordinated notes to amend certain
provisions and waive certain events of default under the respective indentures.
Pursuant to the terms of the consent solicitation, the Company issued, effective
September 20, 2000, an aggregate of 6,778,577 shares of common stock to the
senior subordinated note holders who participated in the consent solicitation.
As a result of the amendments and waivers on the senior subordinated notes, the
remaining contingencies associated with the Company's senior secured debt were
resolved.
As of November 9, 2000, the Company has been served with eighteen complaints in
purported class action lawsuits filed in the United States District Court for
the Northern District of California. The complaints received by the Company
allege that, among other things, as a result of accounting irregularities, the
Company's previously issued financial statements were materially false and
misleading and thus constituted violations of federal securities laws by the
Company and the directors and officers who resigned on February 17, 2000 (Ian R.
Wilson, James B. Ardrey, Ray Chung and M. Laurie Cummings). The actions allege
that the defendants violated Section 10(b) and/or Section 20(a) of the
Securities Exchange Act and Rule 10b-5 promulgated thereunder (the "Securities
Actions"). The Securities Actions complaints seek damages in unspecified
amounts. These Securities Actions purport to be brought on behalf of purchasers
of the Company's securities during various periods, all of which fall between
October 28, 1998 and April 2, 2000.
On April 14, 2000, certain of the Company's current and former directors were
named as defendants in a derivative lawsuit filed in the Superior Court of the
State of California, in the County of San Francisco, alleging breach of
fiduciary duty, mismanagement and related causes of action based upon the
Company's restatement of its financial statements. The case has been removed to
federal court in San Francisco. The Company believes that the litigation is
procedurally defective, in light of the plaintiffs' failure to make prior demand
on the Board to investigate the claims in question.
The Company announced on January 16, 2001 that it reached a preliminary
agreement to settle the securities class action and derivative lawsuits pending
against the Company and its former management team in the US District Court in
the Northern District of California, pending court approval of a definitive
agreement and related matters.
Under terms of the agreement, Aurora will pay the class members $26 million in
cash and $10 million in common stock. Separately, the Company has entered into
a preliminary agreement with certain members of former management to transfer
between approximately 3 million and 3.6 million shares of Aurora common stock to
the Company, in consideration for a resolution of any civil claims that the
Company may have, and partially conditioned upon future events and
circumstances.
The Company expects that the cash component of the settlement with the Company's
shareholders will be funded entirely by the Company's insurance. With respect
to the stock component of the settlement, the stock received from former
management would be sufficient, at current share prices, to satisfy Aurora's
obligation without issuing additional shares. The actual number of shares needed
to fund the stock component of the settlement will be based on average share
prices determined at later dates.
The terms of the agreement call for the Company to continue to implement certain
remedial measures, including the adoption of an audit committee charter, the
reorganization of its finance department, the establishment of an internal audit
function and the institution of a compliance program, as consideration for
resolution of the derivative litigation.
Pursuant to the Company's articles of incorporation, and certain of its
contractual obligations, the Company has agreed to indemnify its officers and
directors and certain other employees under certain circumstances against claims
and expenses arising from such proceedings. The Company may be obligated to
indemnify certain of its officers and directors for the costs they may incur as
a result of these proceedings.
The Company has been informed that the staff of the Securities and Exchange
Commission (the "SEC") and the Department of Justice (the "DOJ") are conducting
investigations relating to the events that resulted in the restatement of the
Company's financial statements for prior periods ("Prior Events"). The SEC and
DOJ have requested that the Company provide certain documents relating to the
Company's historical financial statements. On September 5, 2000, the Company
received a subpoena from the SEC to produce documents in connection with the
Prior Events. The SEC
8
<PAGE>
also requested certain information regarding some of the Company's former
officers and employees, correspondence with the Company's auditors and documents
related to financial statements, accounting policies and certain transactions
and business arrangements.
The Company is cooperating with the SEC and the DOJ in connection with both
investigations. The Company cannot predict the outcome of either governmental
investigation. An adverse outcome in either proceeding may have a material
adverse effect on the Company.
ACCOUNTING CHANGES
During the second quarter of 2000, effective January 1, 2000, the Company
adopted the consensus reached in EITF 00-14, Accounting for Certain Sales
Incentives. This change in accounting principle had the effect of accelerating
the recognition of certain expenses as well as requiring that certain items
previously classified as distribution, promotion and marketing expenses now be
classified as reductions of revenue.
The financial statements included in this amended Form 10-Q do not reflect the
adoption of EITF 00-14, in order to provide more consistent and comparable
information. The accompanying financial statements consistently present the
Company's accounting policies in 1999 and 1998 prior to the accounting change in
2000. The information necessary to reclassify the presentations of expense for
periods prior to 1999 is not available and the accompanying financial statements
do not include any periods subsequent to the change on January 1, 2000.
Reference is made to the financial statements included in the Company's 10-Q for
the period ended June 30, 2000 for further information on this change in
accounting.
INTERIM FINANCIAL STATEMENTS
The interim financial statements of 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 of
the Company and notes thereto included in the amended annual report on Form
10-K/A of Aurora Foods Inc. for the year ended December 31, 1998.
THE COMPANY, ITS BUSINESS AND OWNERSHIP
The Company was incorporated in Delaware on June 19, 1998, as the successor to
Aurora Foods Holdings Inc. ("Holdings") and its subsidiary, AurFoods Operating
Co., Inc. (formerly known as Aurora Foods Inc.) ("AurFoods"), both of which were
incorporated in Delaware in December 1996. AurFoods was wholly-owned by
Holdings, which in turn was wholly-owned by MBW Investors LLC ("MBW LLC").
AurFoods was formed for the purpose of acquiring the Mrs. Butterworth's(R) syrup
business from Conopco, Inc., a subsidiary of Unilever United States, Inc.
AurFoods subsequently
9
<PAGE>
acquired the Log Cabin(R) syrup business from Kraft Foods, Inc. in July 1997 and
the Duncan Hines(R) baking mix business ("DH") from The Procter & Gamble Company
("P&G") in January 1998.
Van de Kamp's, Inc. ("VDK") was a wholly-owned subsidiary of VDK Holdings, Inc.,
a Delaware corporation ("VDK Holdings") and was incorporated in Delaware in July
1995 for the purpose of acquiring the Van de Kamp's(R) frozen seafood and frozen
dessert businesses from The Pillsbury Company in September 1995. VDK then
acquired the Mrs. Paul's(R) frozen seafood business from the Campbell Soup
Company in May 1996 and the Aunt Jemima(R) frozen breakfast and Celeste(R)
frozen pizza businesses from The Quaker Oats Company in July 1996. VDK Holdings
was wholly-owned by VDK Foods LLC ("VDK LLC").
The Company groups its brands into two general divisions: dry grocery division
and frozen food division. The dry grocery division includes Duncan Hines(R)
brand baking mix products and Mrs. Butterworth's(R) and Log Cabin(R) brand syrup
products. The frozen food division includes Van de Kamp's(R) and Mrs. Paul's(R)
frozen seafood products, Aunt Jemima(R) frozen breakfast products and Celeste(R)
frozen pizza products.
On April 8, 1998, MBW LLC and VDK LLC formed Aurora/VDK LLC ("New LLC"). MBW LLC
contributed all of the capital stock of Holdings and VDK LLC contributed all of
the capital stock of VDK Holdings to New LLC (the "Contribution"). In return for
these 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 was their equity in Holdings and VDK Holdings, respectively. New LLC
accounted for the contribution of the ownership of Holdings at MBW LLC's
historical cost and the contribution of the ownership of VDK Holdings was
accounted for as an acquisition using the purchase method of accounting at New
LLC's cost. After giving effect to the Contribution, New LLC directly held 100%
of Holdings' capital stock and Holdings continued to hold directly 100% of
AurFoods capital stock and New LLC directly held 100% of VDK Holdings' capital
stock and VDK Holdings continued to hold directly 100% of VDK's capital stock.
On June 25, 1998, New LLC contributed to the Company all the issued and
outstanding stock of Holdings and VDK Holdings. Therefore, the Company's
financial statements, as it is the successor to Holdings, includes the
historical financial information of Holdings from its inception. New LLC was
then dissolved in connection with the IPO (defined below).
On July 1, 1998, Holdings, AurFoods, VDK Holdings and VDK merged with and into
the Company and the initial public offering (the "IPO" or "Equity Offerings") of
12,909,372 shares of Common Stock of the Company and 1,590,628 shares of the
Company's Common Stock sold by New LLC was consummated at an initial public
offering price of $21.00 per share. Also, concurrently with the IPO, the Company
issued $200.0 million aggregate principal amount of 8.75% senior subordinated
notes due 2008 (the "Notes Offering" or "New Notes") and borrowed $225.0 million
of senior secured term debt and $99.0 million out of the total available of
$175.0 million of senior secured revolving debt under the Third Amended and
Restated Credit Agreement, dated as of July 1, 1998, among the Company, as
borrower, the lenders listed therein, The Chase Manhattan Bank, as
Administrative Agent, The National Westminster Bank PLC, as Syndication Agent
and Swiss Bank Corporation, as Documentation Agent (the "New Senior Bank
Facilities").
The Company used the net proceeds from the IPO, the Notes Offering and the New
Senior Bank Facilities to (i) repay $180.8 million of senior secured bank debt
under the Second Amended and
10
<PAGE>
Restated Credit and Guarantee Agreement, dated as of July 9, 1996, among VDK
Holdings, VDK, the banks and other financial institutions parties thereto and
the Chase Manhattan Bank, as agent, as amended (the "VDK Senior Bank
Facilities"), (ii) repay $467.0 million under the Aurora Senior Bank Facilities
(as defined in Note 2), (iii) redeem the 12% Senior Subordinated Notes due 2005
issued under an Indenture dated as of September 15, 1995, between VDK and Harris
Trust and Savings Bank, as Trustee (the "VDK Notes") (redemption completed on
July 31, 1998) in the principal amount of $100.0 million and (iv) pay the $14.5
million redemption premium associated with the VDK Notes. As a result of the
early extinguishment of the Aurora Senior Bank Facilities, the Company recorded
in the year ended December 31, 1998 an extraordinary charge of $7.3 million, net
of income tax of $4.4 million, for the write off of deferred financing charges.
As a consequence of the IPO, no additional incentive plan expense will be
recorded under the Aurora Plan (See Note 4 - Incentive Plan Expense). MBW LLC
satisfied its liability under the Aurora Plan by distributing shares of the
Company's common stock in connection with the liquidation of MBW LLC.
NOTE 2 - ACQUISITIONS
---------------------
DUNCAN HINES
On January 16, 1998, the Company acquired all the assets of DH from P&G. The
assets acquired by the Company include (i) the Duncan Hines(R) brand and
associated trademarks, (ii) substantially all of the equipment for the
manufacture of Duncan Hines(R) products previously located in P&G's Jackson,
Tennessee facility, (iii) proprietary formulations for Duncan Hines(R) products,
(iv) other product specifications and customer lists and (v) rights under
certain contracts, licenses, purchase orders and other arrangements and permits.
The Company is using 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 acquisition was accounted for by using the
purchase method of accounting.
To finance the acquisition of DH and related costs, the Company refinanced its
previously existing senior bank facilities with $450.0 million of senior secured
term debt under the Second Amended and Restated Credit Agreement, dated as of
January 16, 1998 by and among Holdings, the Company, the lenders listed therein,
The Chase Manhattan Bank, The National Westminster Bank PLC, and Swiss Bank
Corporation (the "Aurora Senior Bank Facilities"), and received a capital
contribution from Holdings of $93.8 million. As a result of the new bank
borrowings under the Aurora Senior Bank Facilities, the Company incurred an
early extinguishment of its pre-DH senior secured bank debt and the write-off of
the associated deferred financing charges was recorded in the quarter ended
March 28, 1998 as an extraordinary charge of $1.9 million, net of income taxes
of $1.2 million.
The cost to acquire DH has been allocated to tangible and intangible assets
acquired as follows (in thousands):
Cash paid to acquire assets $ 445,000
Other acquisition costs 13,294
--------------
458,294
Cost assigned to tangible assets (40,672)
--------------
Cost attributable to intangible assets $ 417,622
==============
11
<PAGE>
VDK HOLDINGS, INC.
On April 8, 1998, New LLC completed a stock purchase of VDK Holdings (See Note 1
-Basis of Presentation). The Company acquired all the capital stock of VDK
Holdings in exchange for $183.5 million of the Company's equity. The acquisition
was accounted for 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 cost to acquire VDK Holdings has been allocated to tangible and intangible
assets acquired as follows (in thousands):
Value of stock used to acquire VDK Holdings $ 183,469
Liabilities assumed 383,063
Other acquisition costs 8,431
-----------
574,963
Cost assigned to tangible assets (201,545)
------------
Cost attributable to intangible assets $ 373,418
============
Had the VDK Holdings and DH acquisitions taken place January 1, 1998, the
unaudited pro forma results of operations for the three-month period ended March
28, 1998 would have been as follows (in thousands, except per share data):
<TABLE>
<CAPTION>
Three Months Ended
---------------------------------
March 31, March 28,
1999 1998
---------------------------------
(actual) (pro forma)
<S> <C> <C>
Net sales $ 254,264 $ 240,337
========== ==========
Gross profit $ 149,561 $ 145,226
========== ==========
Operating income (loss) $ 15,729 $ (99,218)
========== ==========
Net income (loss) before extraordinary item $ 482 $ (118,315)
========== ==========
Net income (loss) $ 482 $ (120,191)
========== ==========
Net income (loss) per share:
Net income (loss) before extraordinary item $ 0.01 $ (1.77)
========== ==========
Net income (loss) $ 0.01 $ (1.79)
========== ==========
</TABLE>
NOTE 3 - INVENTORIES
Inventories consist of the following (in thousands):
March 31, December 31,
1999 1998
--------------- ---------------
Raw materials $ 16,499 $ 17,999
Work in process 477 271
Finished goods 55,708 55,280
Packaging and other supplies 5,179 3,781
----------- -----------
$ 77,863 $ 77,331
=========== ===========
12
<PAGE>
NOTE 4 - INCENTIVE PLAN EXPENSE
-------------------------------
AURORA INCENTIVE PLAN
The Amended and Restated Limited Liability Company Agreement of MBW LLC
contained an incentive plan (the "Aurora Plan") as a means by which certain key
employees and other specifically designated persons ("Aurora Covered Employees")
of AurFoods and/or affiliated with AurFoods, were given an opportunity to
benefit from appreciation in the value of AurFoods. Under the Aurora Plan,
Aurora Covered Employees were issued a specific class of limited liability
company member units ("Management Units"), at a nominal value, as a means to
participate in the appreciation of the equity value of AurFoods. The Management
Units were subject to vesting requirements based on terms of employment or other
factors.
Prior to the closing of the Equity Offerings, the final value of all classes of
Management Units were determined based on the valuation of the Common Stock held
indirectly by MBW LLC, and upon the closing of the Equity Offerings all unvested
Management Units became fully vested. The aggregate value of all Management
Units was $58.9 million. Through December 27, 1997, the Company had recorded
estimated incentive plan expense of $2.3 million based on the estimated
valuation of the Company at that time. Additional incentive plan expense of
$56.6 million was recorded in the first and second quarters of 1998.
The incentive plan expense was recorded as a liability of MBW LLC as sponsor of
the Aurora Plan. However, because the Aurora Plan was for the benefit of Aurora
Covered Employees, expense recognized under the Aurora Plan was pushed down to
the Company as incentive plan expense and as additional paid-in capital from its
parent. No additional incentive plan expense will be recorded under the Aurora
Plan.
MBW LLC satisfied its liability under the Aurora Plan by distributing 4,152,417
shares of Common Stock of the Company based on the valuation of the Management
Units at the initial public offering price of the Company's Common Stock on the
dissolution of MBW Investors LLC.
VDK INCENTIVE PLAN
VDK LLC provided a compensation arrangement (the "VDK Plan") as a means by which
certain key employees, and other specifically designated persons ("VDK Covered
Employees") of VDK and/or affiliated with VDK, were given an opportunity to
benefit from appreciation in the equity value of VDK. Under the VDK Plan, VDK
Covered Employees were issued a specific class of limited liability company
member units and/or performance-based units (collectively, "VDK Management
Units"), at a nominal value, as a means to participate in the appreciation of
the equity value of VDK. The VDK Management Units were subject to vesting
requirements based on terms of employment or other factors.
Prior to the closing of the Equity Offerings, the final value of all classes of
VDK Management Units were determined based on the valuation of the shares of the
Company held indirectly by VDK LLC, and upon the closing of the Equity Offerings
all unvested VDK Management Units became fully vested. The aggregate value of
all VDK Management Units was $66.7 million. Through December 31, 1997, no
incentive plan expense had been recorded by VDK based on the estimated valuation
of VDK at that time. Incentive plan expense of $66.7 million was recorded in the
first and second quarters of 1998. The incentive plan expense was recorded as a
liability of VDK LLC as sponsor of the VDK
13
<PAGE>
Plan. However, because the VDK Plan was for the benefit of VDK Covered
Employees, expense recognized under the VDK Plan was pushed down to VDK as
incentive plan expense and as additional paid-in capital from its parent. No
additional incentive plan expense will be recorded under the VDK Plan.
VDK LLC (or the Company as described below) will distribute a fixed number of
shares of Common Stock of the Company upon the dissolution of VDK LLC, based on
the valuation of the VDK Management Units at the initial public offering price
of the Company's Common Stock.
The VDK Plan provides for tax gross-up payments on certain distributions.
Because the Company will receive the tax benefit of such distributions and
related tax gross-up payments, and because the tax benefit is expected to exceed
the amount of the tax gross-up payments, the Company will bear the $12.4 million
liability for any such tax gross-up payments due. The tax benefit of the tax
gross-up payment and related distributions of $19.6 million, which more than
offsets the gross-up payments, has been recorded to income tax expense and as a
deferred tax asset.
To facilitate payment of the tax gross-up obligation and recognition of related
tax benefits, VDK adopted a new incentive plan (the "New VDK Plan" and together
with the VDK Plan, the "VDK Plans"), which was assumed by the Company in
connection with the Contribution. Under the New VDK Plan, the Company is
obligated to distribute no later than July 1, 1999 1,801,769 shares of the
Company's Common Stock to VDK Covered Employees who were granted certain types
of VDK Management Units under the VDK Plan. The issuance of such shares (the "MC
Shares") will not increase the number of outstanding shares of Common Stock
because the Company's obligations to issue the MC Shares is contingent upon the
Company's receiving from VDK LLC, as a contribution, a number of shares of the
Company's Common Stock owned by VDK LLC equal to the number of MC Shares. The
Company will have no obligation to issue MC Shares unless it receives a
contribution of an equal number of shares from VDK LLC. VDK LLC is obligated to
contribute such shares to the Company after the closing of the Equity Offerings.
The Company's obligation to make the tax gross-up payments referred to above is
subject to the Company being allowed a deduction for federal income tax purposes
with respect to the payment of the MC Shares and tax gross-up payment.
NOTE 5 - TRANSITION EXPENSES
----------------------------
Transition expenses consist of one-time costs incurred to integrate the acquired
businesses, including relocation expenses, recruiting fees, sales support,
production transition and other unique transitional expenses.
NOTE 6 - EARNINGS PER SHARE
---------------------------
Basic earnings per share represents the income available to common stockholders
divided by the weighted average number of common shares outstanding during the
measurement period. Diluted earnings per share represents the income available
to common stockholders divided by the weighted average number of common shares
outstanding during the measurement period while also giving effect to all
potentially dilutive common shares that were outstanding during the period.
Potentially dilutive common shares consist of stock options (the dilutive impact
is calculated by applying the "treasury stock method").
14
<PAGE>
The table below summarizes the numerator and denominator for the basic and
diluted loss per share calculations (in thousands except per share amounts):
<TABLE>
<CAPTION>
-------------------------------
Three Months Ended
-------------------------------
March 31, March 28,
1999 1998
------------- -------------
<S> <C> <C>
Numerator:
Income (loss) before extraordinary item $ 482 $ (62,956)
Extraordinary loss, net of tax - 1,876
------------- -------------
Net income (loss) $ 482 $ (64,832)
============= =============
Denominator:
Weighted average number of basic shares 67,061 29,053
Effect of dilutive securities - -
------------- -------------
Weighted average number of diluted shares 67,061 29,053
============= =============
Basic and diluted earnings (loss) per share
before extraordinary item $ 0.01 $ (2.17)
Extraordinary loss per share - 0.06
------------- -------------
Basic and diluted earnings (loss) per share $ 0.01 $ (2.23)
============= =============
</TABLE>
15
<PAGE>
NOTE 7 - SEGMENT INFORMATION
----------------------------
The Company groups its businesses in two operating segments: dry grocery
division and frozen food division. The operating segments are managed as
strategic units due to their distinct manufacturing methodologies, distribution
channels and dedicated segment management teams. The dry grocery division
includes Duncan Hines(R) baking mix products, and Mrs. Butterworth's(R) and Log
Cabin(R) syrup products. The frozen food division includes Van de Kamp's(R) and
Mrs. Paul's(R) frozen seafood products, Aunt Jemima(R) frozen breakfast products
and Celeste(R) frozen pizza products.
The following table presents a summary of operations by segment (in thousands):
<TABLE>
<CAPTION>
March 31, March 28,
1999 1998
--------------- --------------
<S> <C> <C>
Net sales
Dry grocery $ 97,224 $ 89,385
Frozen food 157,040 -
-------------- -------------
Total $ 254,264 $ 89,385
============== =============
Operating income (loss)
Dry grocery $ 12,506 $ 11,788
Frozen food 7,500 -
Other (4,277) (61,926)
-------------- -------------
Total $ 15,729 $ (50,138)
============== =============
Total assets
Dry grocery $ 886,144 $ 869,551
Frozen food 576,421 -
-------------- -------------
Total $1,462,565 $ 869,551
============== =============
Depreciation and amortization
Dry grocery $ 6,150 $ 6,140
Frozen food 5,998 -
-------------- -------------
Total $ 12,148 $ 6,140
============== =============
Capital expenditures
Dry grocery $ 3,401 $ 1,181
Frozen food 3,003 -
-------------- -------------
Total $ 6,404 $ 1,181
============== =============
</TABLE>
The Other line item in operating income (loss) is comprised of one-time expenses
related to incentive plan expense (See Note 4 - Incentive Plan Expense) and
transition expenses (See Note 5 - Transition Expenses) that were incurred in the
respective periods.
16
<PAGE>
NOTE 8 - SUBSEQUENT EVENT
-------------------------
ACQUISITION
On April 1, 1999, subsequent to the Company's quarter end, the Company acquired
100% of the stock in Sea Coast Foods, Inc. ("Seacoast") from Galando Investment
Limited Partnership, Carey-On Limited Partnership, Joseph A. Galando, Barbara J.
Galando, Stanley J. Carey and Mary K. Carey (collectively the "Sellers"). The
assets owned by Seacoast include (1) the Chef's Choice(R) brand and associated
trademarks, (2) assets located at its Seattle, WA administrative office, and (3)
$5.8 million of net working capital. The purchase price of approximately $50.0
million was based on an arms length negotiation between the Company and the
Sellers. The acquisition will be accounted for using the purchase method of
accounting.
To finance the acquisition of Seacoast and related costs, the Company added
$100.0 million of senior secured term debt to its existing senior bank
facilities under the Company's Fourth Amended and Restated Credit Agreement,
dated as of March 31, 1999, among the Company, as borrower, the lenders listed
therein, The Chase Manhattan Bank, as Administrative Agent, The National
Westminster Bank PLC, as Syndication Agent and UBS AF, Stamford Branch, as
Documentation Agent ("Amended New Senior Bank Facilities"). The Company used the
remaining proceeds from the Amended New Senior Bank Facilities to repay $46.5
million of its senior secured revolving debt facility.
17
<PAGE>
NOTE 9 - RESTATEMENT
--------------------
As described in Note 1, the March 31, 1999 financial statements have been
restated. A summary of the effects of the restatement follows (in thousands,
except share and per share data):
CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
March 31, 1999
--------------------------------
As Previously
ASSETS Reported As Restated
------------- ---------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 253 $ 253
Accounts receivable, net 107,753 84,740
Inventories 75,078 77,863
Prepaid expenses and other assets 11,781 13,400
Asset held for sale 3,000 -
Current deferred tax assets 10,840 19,277
------------- ---------------
Total current assets 208,705 195,533
Property, plant and equipment, net 160,370 159,153
Deferred tax asset - 2,629
Goodwill and other intangible assets, net 1,077,121 1,074,770
Asset held for sale - 3,000
Other assets 27,535 27,480
------------- ---------------
Total assets $ 1,473,731 $ 1,462,565
============= ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of senior secured term debt $ 20,000 $ 20,000
Senior secured revolving debt facility 115,000 115,000
Accounts payable 60,329 60,848
Accrued liabilities 48,782 76,547
------------- ---------------
Total current liabilities 244,111 272,395
Non-current deferred tax liabilities 8,350 -
Other liabilities 12,372 12,372
Senior secured term debt 195,000 195,000
Senior subordinated notes 402,196 402,196
------------- ---------------
Total liabilities 862,029 881,963
------------- ---------------
Stockholders' equity:
Preferred stock, $0.01 par value; 25,000,000 shares
authorized; no shares issued or outstanding - -
Common stock, $0.01 par value; 250,000,000
shares authorized; 67,016,173 shares
issued and outstanding 670 670
Paid in capital 647,889 647,889
Promissory notes (545) (545)
Accumulated deficit (36,312) (67,412)
------------- ---------------
Total stockholders' equity 611,702 580,602
------------- ---------------
Total liabilities and stockholders' equity $ 1,473,731 $ 1,462,565
============= ===============
</TABLE>
18
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
March 31, 1999
---------------------------------
As Previously
Reported As Restated
-------------- ----------------
<S> <C> <C>
Net sales $ 261,050 $ 254,264
Cost of goods sold 104,128 104,703
-------------- -----------------
Gross profit 156,922 149,561
-------------- -----------------
Brokerage, distribution and marketing expenses:
Brokerage and distribution 24,634 21,930
Trade promotions 61,373 69,508
Consumer marketing 22,558 21,677
-------------- -----------------
Total brokerage, distribution and marketing expenses 108,565 113,115
Amortization of goodwill and other intangibles 8,772 8,872
Selling, general and administrative expenses 7,342 7,568
Transition expenses 4,272 4,277
-------------- -----------------
Total operating expenses 128,951 133,832
-------------- -----------------
Operating income 27,971 15,729
Interest expense, net 14,579 14,582
Amortization of deferred financing expense 397 396
Other bank and financing expenses 53 52
-------------- -----------------
Income before income taxes and extraordinary item 12,942 699
Income tax expense 5,112 217
-------------- -----------------
Net income $ 7,830 $ 482
============== =================
Basic and diluted earnings per share $ 0.12 $ 0.01
============== =================
Weighted average number of shares outstanding 67,016 67,016
============== =================
</TABLE>
19
<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
amended annual report on Form 10-K/A of Aurora Foods Inc. for the year ended
December 31, 1998.
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 (1999 and 1998) in this
discussion refer to the Company's March-ending quarters.
Restatements
Prior to the issuance of the Company's financial statements as of and for the
year ended December 31, 1999, it was determined that the results reported in the
Company's Form 10-K as of and for the year ended December 31, 1998 as well as
the interim results reported in the Company's Forms 10-Q as of and for the
periods ended September 30, 1998, March 31, 1999, June 30, 1999 and September
30, 1999 were misstated. Upon further investigation, it was determined that
liabilities that existed for certain trade promotion and marketing activities
and other expenses (primarily sales returns and allowances, distribution and
consumer marketing) were not properly recognized as liabilities and that certain
assets were overstated (primarily accounts receivable, inventories and fixed
assets). In addition, certain activities were improperly recognized as sales. As
a result, the financial statements as of and for the year ended December 31,
1998 as well as the quarterly financial data as of and for the interim periods
ended September 30, 1998, March 31, 1999, June 30, 1999 and September 30, 1999
have been restated. The restated financial statements as of and for the three
months ended March 31, 1999 have been included in the condensed consolidated
financial statements included herein.
For the three months ended March 31, 1999, these misstatements primarily
understated trade promotions expense by $8.1 million, overstated net sales by
$6.8 million, overstated brokerage and distribution expense by $2.7 million and
understated cost of goods sold by $0.6 million. After adjusting for the
misstatements, the Company recalculated its income tax provision reducing income
tax expense by $4.9 million. A summary of the effects of the restatement is set
forth in Note 9 to the Condensed Financial statements.
Trade promotions expense includes the costs paid to retailers to promote the
Company's products. Such costs include amounts paid to customers for space in
the retailers' stores ("slotting fees"), amounts paid to provide samples of the
Company's products to consumers, and amounts paid to obtain favorable display
positions in the retailers' stores. These promotions are offered to customers in
lump sum payments and as rate per unit allowances as dictated by industry norms.
The Company expenses slotting fees when incurred or, when under a contract, over
a period not to exceed 12 months and expenses other trade promotions in the
period during which the deals occur. Customers collect payment from the Company
for trade promotion expenses utilizing one of two primary methods. In some
cases, the Company includes a separate line on the face of the invoice that
reduces the net amount invoiced. This is typically referred to as an
"off-invoice" amount. The Company records the sale to the customer at the list
price of its product when the product is shipped and records the cost of the
off-invoice amount as an expense in the appropriate period in accordance with
the Company's policy. In order to collect money from the Company for trade
promotion deals that are not provided in an "off-invoice" form, customers deduct
specified deal costs from their payments on other invoices. The Company records
the sale to the customer at the list price of its product when the product is
20
<PAGE>
shipped. In this case, however, the Company estimates the amount of trade
promotion expense and accrues it at the time of shipment. As customers take
deductions from their invoices upon payment, the Company charges these
deductions against the accrual.
Forward - Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements made by or on behalf of the Company. The Company and
its representatives may from time to time make written or oral statements that
are "forward-looking" including statements contained in this report and other
filings with the Securities and Exchange Commission and in reports to the
Company's stockholders. Certain statements, including, without limitation,
statements containing the words "believes," "anticipates," "intends," "expects,"
"estimates" and words of similar import and Year 2000 remediation efforts,
constitute "forward-looking statements" and involve known and unknown risk,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
the actions of the Company's competitors; general economic and business
conditions; industry trends; demographics; raw material costs; the continued
success of management's strategy; integration of acquired businesses into the
Company; terms and development of capital; and changes in, or the failure or
inability to comply with, governmental rules and regulations, including, without
limitation, FDA and environmental rules and regulations. Given these
uncertainties, undue reliance should not be placed on such forward looking
statements. The Company disclaims an obligation to update any such factors or to
publicly announce the results of any revisions to any forward-looking statements
contained herein to reflect future events or developments.
Results of Operations
The following table has been restated as discussed above and sets forth, for the
periods indicated, the percentage, which the items in the Statement of
Operations bear to net sales.
21
<PAGE>
STATEMENTS OF OPERATIONS
(in thousands except per share amounts)
<TABLE>
<CAPTION>
Actual Pro Forma
---------------------------------------------
March 31, 1999 March 28, 1998 March 28, 1998
--------------------- -------------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 254,264 100.0% $ 89,385 100.0% $ 240,337 100.0%
Cost of goods sold 104,703 41.2 37,734 42.2 95,111 39.6
--------------- ----- ------------- ----- ---------- -----
Gross profit 149,561 58.8 51,651 57.8 145,226 60.4
--------------- ----- ------------- ----- ---------- -----
Brokerage, distribution and
marketing expenses:
Brokerage and distribution 21,930 8.6 9,355 10.5 23,544 9.8
Trade promotions 69,508 27.3 15,568 17.4 57,736 24.0
Consumer marketing 21,677 8.5 7,997 8.9 21,059 8.8
--------------- ----- ------------- ----- ---------- -----
Total brokerage, distribution
and marketing expenses 113,115 44.5 32,920 36.8 102,339 42.6
Amortization of goodwill
and other intangibles 8,872 3.5 4,597 5.2 8,356 3.5
Selling, general and
administrative expenses 7,568 3.0 2,346 2.6 7,083 2.9
Incentive plan expenses - 0.0 60,000 67.1 124,740 51.9
Transition expenses 4,277 1.7 1,926 2.2 1,926 0.8
--------------- ----- ------------- ----- ---------- -----
Total operating expenses 133,832 52.6 101,789 113.9 244,444 101.7
--------------- ----- ------------- ----- ---------- -----
Operating income (loss) 15,729 6.2 (50,138) (56.1) (99,218) (41.3)
Interest expense, net 14,582 5.7 12,614 14.1 14,434 6.0
Amortization of deferred
financing expense 396 0.2 513 0.5 373 0.2
Other bank and financing
expenses 52 0.0 51 0.1 95 0.0
--------------- ----- ------------- ----- ---------- -----
Income (loss) before income
taxes and extraordinary item 699 0.3 (63,316) [70.8) (114,120) (47.5)
Income tax expense (benefit) 217 0.1 (360) (0.4) 4,195 1.7
--------------- ----- ------------- ----- ---------- -----
Net income (loss)
Before extraordinary item 482 0.2 (62,956) (70.4) (118,315) (49.2)
Extraordinary loss on early
extinguishment of debt,
net of tax of $1,184 - 0.0 1,876 2.1 1,876 0.8
--------------- ----- ------------- ----- ---------- -----
Net income (loss) $ 482 0.2% $ (64,832) (72.5)% $ (120,191) (50.0)%
=============== ===== ============= ===== ========== =====
Earnings (loss) per share $ 0.01 $ (2.23) $ (1.79)
=============== ============= ==========
Adjusted EBITDA /(1)/ $ 31,803 $ 17,760 $ 38,922
=============== ============= ==========
</TABLE>
(1) Adjusted EBITDA is defined as operating income before incentive plan
expense, transition expense, depreciation and amortization of goodwill and
other intangibles.
22
<PAGE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 (AS RESTATED) COMPARED TO
THREE MONTHS ENDED MARCH 28, 1998
Net Sales. Net sales for the quarter ended March 31, 1999 were $254.3 million,
which was an increase of $164.9 million as compared to net sales in the prior
year quarter of $89.4 million. The prior year quarter included the results of
the Mrs. Butterworth's(R) and Log Cabin(R) brands, and the Duncan Hines(R) brand
from January 16, 1998. The Van de Kamp's, Inc. business was purchased on April
9, 1998 and is included in the pro forma results.
Pro Forma Net Sales. Net sales for the quarter ended March 31, 1999
increased 5.8% as compared to pro forma net sales of $240.3 million for
the prior year quarter (which reflect all the acquisitions noted
previously as if they had occurred on January 1, 1998). Sales growth in
the quarter was led by unit volume growth of 8.1% in the Company's
frozen food division and 2.9% in Duncan Hines(R) baking mix products and
higher prices for the Company's Duncan Hines(R) products.
Unit volumes increased 3.3% to 12.6 million cases from 12.2 million
cases in the prior year quarter. Frozen food division unit volumes
increased 8.1% versus the prior year quarter, including a 17.5% increase
in Celeste(R) frozen pizza, a 9.1% increase in frozen breakfast
products, a 7.9% increase in foodservice and a 4.0% increase in frozen
seafood volumes. Unit volumes for the dry grocery division decreased by
2.1% versus the prior year quarter. Unit volumes of the Company's Duncan
Hines(R) baking mix products increased 2.9%, while unit volumes of syrup
products decreased 11.3% compared to last year. Overall, unit volume
growth was driven by strong consumer marketing programs, new television
advertising campaigns and new product introductions. In the first
quarter, the Company began airing five new television advertising
campaigns and successfully launched several new products, both of which
contributed to the volume growth. The new product introductions included
Aunt Jemima(R) french toast sticks and mini-pancakes, and Van de
Kamp's(R) and Mrs. Paul's(R) Crisp & Healthy and Tenders frozen seafood
products. The table syrup category experienced a decline in the quarter,
particularly in the lite syrup segment, which caused the volume decline
in the Company's syrup products.
The Company's net sales growth included a pricing increase primarily
attributable to the competitive price equalization program initiated on
the Duncan Hines(R) brand in March 1998 whereby the Company increased
the list price on cake and frosting products to parity with the
competition. The price equalization program generated approximately $7.3
million in net sales for the quarter ended March 31, 1999. In addition,
product mix shifts in the frozen pizza and frozen seafood product lines
have caused dollar sales for those segments to increase at a higher rate
than unit sales. The dollar sales increase for the Celeste(R) business
was 18.2% due to increased sales of premium Mama Celeste Fresh-Baked
Rising Crust frozen pizza products, which sell at a higher list price
per case than other Celeste(R) frozen pizza products. Frozen seafood
product sales also increased versus the prior year quarter and exceeded
the unit volume change due to a 3% price increase instituted on both the
Van de Kamp's(R) and Mrs. Paul's(R) brands during October 1998 and a
favorable mix shift to larger sizes and more premium priced products.
23
<PAGE>
Gross Profit. Gross profit was 58.8% of net sales, which was greater than the
gross profit in the 1998 period of 57.8%. The increase was primarily due to
higher sales dollars generated from the pricing actions on Duncan Hines(R) and
syrup products in March 1998 and July 1998, respectively.
Pro Forma Gross Profit. Gross profit of 58.8% for the quarter ended
March 31, 1999 was 1.6 percentage points lower than the pro forma gross
profit of 60.4% for the prior year quarter. The difference was primarily
attributable to the strong sales growth generated by the frozen food
division, which generally has a lower gross margin than the dry grocery
division. In addition, lower volumes of syrup products, which have a
high gross margin, partially offset the improvement in gross margins for
Duncan Hines(R) baking mix products.
Brokerage, Distribution and Marketing Expenses. Brokerage, distribution and
marketing expenses for the quarter ended March 31, 1999 increased $80.2 million
as compared to the prior year quarter due to the inclusion of the acquired
businesses. As a percentage of net sales, brokerage, distribution and marketing
expenses were 44.5%, which was 7.7 percentage points higher than the prior year
quarter of 36.8%.
Pro Forma Brokerage, Distribution and Marketing Expenses. Brokerage,
distribution and marketing expenses for the quarter of 44.5% of net
sales were $10.8 million higher than such expenses for the pro forma
prior year quarter, which were 42.6% of net sales. Brokerage and
distribution expenses decreased $1.6 million from last year and
decreased as a percentage of net sales to 8.6% from 9.8% in the prior
year quarter. The decrease as a percent of net sales was mainly the
result of lower average brokerage commissions. Marketing expenses
increased $12.4 million and were 35.8% of net sales, which was 3.0
percentage points higher than the prior year quarter of 32.8%. Trade
promotions and slotting expenses increased as a percentage of net sales
primarily due to increased trade spending by the dry grocery division
while consumer marketing expenses decreased. Consumer marketing programs
were executed during the quarter to support frozen seafood sales during
the Lenten season and promote baking mix product sales in advance of
Easter.
Amortization of Goodwill and Other Intangibles. Amortization of goodwill and
other intangibles increased to $8.9 million from $4.6 million in the 1998
period. The increase of $4.3 million was due to the additional amortization
expense generated by the goodwill recorded in connection with the brands
acquired by the Company in 1998.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses of $7.6 million were $5.3 million higher than the prior
year quarter expense of $2.3 million. The increase was due to the inclusion of
Van de Kamp's, Inc. and the additional infrastructure and staffing required by
the dry grocery division to operate the Duncan Hines(R) business, which was
newly integrated during 1998. Selling, general and administrative expenses were
3.0% of net sales, which was 0.4 percentage points higher than the 2.6%
experienced in the prior year.
Incentive Plan Expense. In the prior year quarter, the Company recorded non-cash
incentive plan expense of $60.0 million in accordance with the Aurora Plan
contained in the MBW LLC Agreement (See Notes to the Financial Statements Note 4
- Incentive Plan Expense).
Transition Expenses. Transition expenses were $4.3 million as compared to $1.9
million recorded in the prior year quarter and represent one-time costs incurred
to integrate the acquired businesses. The increase was due to the acquisition of
the Duncan Hines(R) brand.
24
<PAGE>
Operating Income (Loss). Operating income was $15.7 million compared to an
operating loss in the prior year period of $50.1 million. Excluding the effects
of the incentive plan expense and transition expenses, the Company would have
achieved operating income of $20.0 million in the quarter versus operating
income of $11.8 million in the prior year quarter. The increase was due to the
inclusion of operating income generated by the acquired businesses.
Pro Forma Operating Income (Loss). On a pro forma basis, the operating
loss for the prior year quarter was $99.2 million. Excluding the effects
of the incentive plan expense and transition expenses, the Company's
operating income in the 1998 quarter would have been $27.4 million. The
decrease in operating income during the current quarter was primarily
the result of higher brokerage, distribution and marketing expenses as a
percentage of net sales.
Interest Expense and Amortization of Deferred Financing Expense. The aggregate
of net interest expense and amortization of deferred financing expense of $15.0
million in the quarter ended March 31, 1999 was higher than the prior year
quarter amount of $13.1 million. The increase was due to the additional debt
associated with the acquisition of the Van de Kamp's, Inc. business in 1998.
Income Tax Expense (Benefit). The income tax expense recorded for the quarter
was $0.2 million, which was an effective tax rate of 31.0%. An income tax
benefit of $0.4 million was recorded in the prior year quarter.
Net Income (Loss). The Company recorded net income of $0.5 million as compared
to a net loss for the prior year quarter of $64.8 million. Excluding the effects
of transition expense in 1999 and 1998, and excluding the extraordinary loss
from early extinguishment of debt and incentive plan expense in 1998, net income
improved $4.2 million to $3.4 million in the current quarter versus the prior
year period net loss of $0.8 million.
LIQUIDITY AND CAPITAL RESOURCES
For the quarter ended March 31, 1999, net income plus non-cash charges provided
$12.8 million of operating cash flow and an increase in net working capital used
$13.8 million of cash during the quarter. As compared to December 31, 1998,
current assets, excluding cash and current deferred tax assets, increased $9.7
million and current liabilities, excluding current maturities of senior secured
debt, decreased $5.4 million.
Net cash used in investing activities was $23.3 million for the quarter ended
March 31, 1999. During the quarter, the Company spent $6.4 million on capital
expenditures. The Company spent $3.4 million primarily for the relocation of
manufacturing equipment to the Company's baking product contract manufacturers'
production facilities and $3.0 million primarily to expand capacity for its
frozen breakfast products. In addition, the Company invested in additional
manufacturing capacity of frozen seafood products with the purchase of a
production facility and the associated working capital. Capital expenditures
were funded from internal cash flow and borrowings on the senior secured
revolving debt facility under the New Senior Bank Facilities.
During the quarter, financing activities provided cash of $24.2 million. The
Company repaid $5.0 million in principal on its New Senior Bank Facilities and
borrowed on the revolving facility to fund capital expenditures, software and
packaging design expenditures and its investment in frozen seafood manufacturing
capacity.
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At March 31, 1999, the Company had $0.3 million of cash and cash equivalents and
an unused commitment of $60.0 million on its senior secured revolving debt
facility under the Amended New Senior Bank Facilities. The Company's primary
sources of liquidity are cash flows from operations and available borrowings
under the $175.0 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.
Interest Rate Collar Agreements. At March 31, 1999, the Company was party to two
interest rate collar agreements. On August 22, 1996 the Company entered into a
three year interest rate collar agreement with a notional principal amount of
$70.0 million, a cap rate of 6.5% and a floor rate of 5.75%. On November 26,
1997, the Company entered into a three year interest rate collar agreement with
a notional principal amount of $50.0 million, a cap rate of 7.5% and a floor
rate of 5.50%.
Interest Rate Swap Agreements. The Company is party to two interest rate swap
agreements. On March 17, 1998, the Company entered into an interest rate swap
agreement with a notional principal amount of $150.0 million and a term of three
years. The effective swap rate on March 17, 1998 was 5.81%. On November 30,
1998, the Company amended the existing interest agreement whereby the
counterparty received the option to extend the termination date to March 17,
2003. The new effective swap rate through the termination date of the interest
rate swap agreement is 5.37%.
On April 13, 1999, the Company entered into a three-year interest rate swap
agreement (the "Swap") with a notional principal amount of $200.0 million. The
Company entered into the Swap to achieve its objective of hedging approximately
60% of its debt against movements in interest rates. The applicable rate is set
quarterly with the first reset date on July 1, 1999. The counterparty to the
Company's Swap is a major financial institution.
Under the Swap, the Company would receive payments from the counterparty if the
three-month LIBOR plus a spread of 3.25% falls below a cap rate of 8.63%, but
not below 7.8%. There would be no payments made to either counterparty if the
three-month LIBOR plus a spread of 3.25% exceeds 8.63% and is less than 10.25%.
The Company would make payments to the counterparty if the three-month LIBOR
plus a spread of 3.25% exceeds 10.25%.
Risks associated with the interest rate swap and collar agreements include those
associated with changes in the market value and interest rates. Management
considers the potential loss in future earnings and cash flows attributable to
the interest rate swap and collar agreements to not be material.
Subsequent Event
As a result of the restatements, the Company was in default of a number of
provisions of the agreements covering its senior secured debt and senior
subordinated debt. The Company and the lenders party to the senior secured debt
amended this agreement in 2000 to provide:
. for the sale by the Company of accounts receivable;
. amended financial covenants;
. wavier of certain existing defaults of covenants and breaches of
representations and warranties;
. until the defaults are cured or waived, a forbearance from exercising
remedies that are available as a result of the Company's defaults under
the Indentures governing the senior subordinated debt until September
30, 2000; or, if earlier, in the event that the senior subordinated
debt would be accelerated; and
. the interest rate on borrowings made pursuant to the facility.
During the third quarter of 2000, the Company solicited and received sufficient
consents from holders of its senior subordinated notes to amend certain
provisions and waive certain events of default under the respective indentures.
Pursuant to the terms of the consent solicitation, the Company issued, effective
September 20, 2000, an aggregate of 6,778,577 shares of common stock to the
senior subordinated note holders who participated in the consent solicitation.
The Company solicited the consent (the "Consent Solicitation") of the holders of
the Company's 8 3/4% Senior Subordinated Notes due 2008 and February and July
issues of the Company's 9 7/8% Senior Subordinated Notes due 2007 (the "Notes").
The purpose of the Consent Solicitation was to amend certain provisions of each
Indenture (the "Indentures") governing the Notes, to waive certain events of
default under each Indenture and to receive a release of certain claims.
The Consent Solicitation expired on September 20, 2000. Upon receiving the
required consents pursuant to the Company's Confidential Consent Solicitation
Statement dated as of August 31, 2000, as supplemented (the "Consent
Solicitation Statement"), the Company and the trustee under the Indentures
executed a Supplement Indenture with respect to each Indenture to make the
amendments operative and binding on all holders of Notes.
The amendments allow the Company to incur up to $90 million of additional senior
indebtedness to replace an existing $60 million receivables sale arrangement and
increase the call premium on the outstanding Notes by 2% starting in 2002 for
the 9 7/8% Notes and 2003 for the 8 3/4% Notes.
In connection with the successful completion of the Consent Solicitation,
certain investors, including funds affiliated with existing stockholders,
purchased 3,750,000 shares of the Company's Series A Preferred Stock for an
aggregate purchase price of $15 million, that further enhances the Company's
liquidity.
As a result of the amendments and waivers on the senior subordinated notes, the
remaining contingencies associated with the Company's senior secured debt were
resolved.
The Company is highly leveraged. At November 10, 2000, the Company has
outstanding approximately $1.1 billion in aggregate principal amount of
indebtedness for borrowed money. The degree to which the Company is leveraged
results in significant cash interest expense and principal repayment obligations
and such interest expense may increase with respect to its revolving credit
facility based upon changes in prevailing interest rates. This leverage may,
among other things, affect the ability of the Company to obtain additional
financing, or adjust to changing market conditions. In addition, the Company is
limited in its ability to pursue additional acquisitions.
The Company believes that its cash flow from operations and, if necessary, the
proceeds from asset sales will be sufficient to meet its payment obligations
under its debt obligations and other operational requirements.
YEAR 2000
The dates on which the Company believes Year 2000 compliance will be completed
are based on management's best estimates, which were derived utilizing numerous
assumptions of future events, including the continued availability of certain
resources, third-party modification plans and other factors. However, there can
be no guarantee that these estimates will be achieved, or that there will not be
a delay in, or increased costs associated with, the implementation of Year 2000
compliance. Specific factors that might cause differences between the estimates
and actual results include, but are not limited to, the availability and cost of
personnel trained in these areas, the ability to locate and correct all relevant
computer code, timely responses to and corrections by third-parties and
suppliers, the ability to implement interfaces between the new systems and the
systems not being replaced, and similar uncertainties. Due to the general
uncertainty inherent in the Year 2000 problem, resulting in part from the
uncertainty of the Year 2000 readiness of third-parties, the Company cannot
ensure its
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ability to resolve problems associated with the Year 2000 issue that may affect
its operations and business, or expose it to third-party liability in a timely
and cost-effective manner.
The Year 2000 issue, which is common to most corporations, concerns the
inability of information systems, including computer software programs as well
as non-information technology systems, to properly recognize and process date-
sensitive information related to the Year 2000 and beyond. The Company believes
that it will be able to achieve Year 2000 compliance by the end of 1999 and does
not currently anticipate any material disruption of its operations as a result
of any failure by the Company to be Year 2000 compliant. However, to the extent
the Company is unable to achieve Year 2000 compliance, the Company's business
and results of operations could be materially affected. This could be caused by
computer-related failures in a number of areas including, but not limited to,
the failure of the Company's financial systems or manufacturing and inventory
management systems.
Efforts to identify the risks associated with Year 2000 compliance began in 1997
by identifying the potential areas of exposure. The Company's information
technology was split into three areas of concern: internal mission-critical
systems and applications, internal non-mission-critical systems and applications
and external data sources and trading partners.
Compliance with internal mission-critical systems and applications is nearly
complete. Given the relatively recent incorporation of the Company, most systems
and applications have been purchased within the last year or two. All purchases
made were for systems that were Year 2000 compliant or for those that had
documented plans and dates for future compliance. Currently, the Warehouse
Management System in the frozen food division, which accesses a compliant
information database, is the only remaining mission-critical application not
compliant. The Company has elected to upgrade the functionality of its current
Warehouse Management System and, therefore, will be replacing the entire system.
The new system has been selected and is scheduled to have installation and
testing completed by August 1999. Internal non-mission-critical systems and
applications are currently being analyzed and are presently expected to be
compliant by the middle of 1999.
In addition to reviewing its internal systems, the Company has polled or is in
the process of polling its third-party vendors, customers and freight carriers
to determine whether they are Year 2000 compliant and to attempt to identify any
potential issues. If the Company's customers and vendors do not achieve Year
2000 compliance before the end of 1999, the Company may experience a variety of
problems, which may have a material adverse effect on the Company. Among other
things, to the extent the Company's customers are not Year 2000 compliant by the
end of 1999, such customers may lose electronic data interchange ("EDI")
capabilities at the beginning of the Year 2000. Where EDI communication would no
longer be available, the Company expects to utilize voice, facsimile and/or mail
communications in order to receive customer orders and process customer
billings. To the extent the Company's vendors or co-packers are not Year 2000
compliant by the end of 1999, such vendors or co-packers may fail to deliver
ordered materials and products to the Company and may fail to bill the Company
properly and promptly. Consequently, the Company may not have the correct
inventory to send to its customers and may experience a shortage or surplus of
inventory which could materially adversely affect the Company's business and
results of operations. The Company is in the process of developing a plan to
address potential problems with respect to its vendors; however, the Company
believes it has access to sufficient alternative sources of supply.
To date, the Company has incurred and expensed approximately $0.1 million
related to the assessment and development of the remediation plan and the
purchase of new compliant hardware and software. Management anticipates spending
and expensing an additional $0.5 million through the end of 1999 to implement
its entire Year 2000 plan. The costs of the project and the date on which the
Company
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plans to complete the Year 2000 modifications are based on management's best
estimates, which were derived using numerous assumptions of future events
including the continued availability of certain resources, third- parties' Year
2000 readiness and other factors.
The Company is in the process of developing contingency plans, which should be
completed in May, 1999 so that the Company's critical business processes can be
expected to continue to function on January 1, 2000 and beyond. The Company's
contingency plans will be structured to address both remediation of systems and
their components and overall business operating risk. These plans are intended
to mitigate both internal risks as well as potential risks in the supply chain
of the Company's suppliers and customers.
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PART II
-------
OTHER INFORMATION
-----------------
ITEM 1: LEGAL PROCEEDINGS
--------------------------
As of November 9, 2000, the Company has been served with eighteen complaints in
purported class action lawsuits filed in the United States District Court for
the Northern District of California. The complaints received by the Company
allege that, among other things, as a result of accounting irregularities, the
Company's previously issued financial statements were materially false and
misleading and thus constituted violations of federal securities laws by the
Company and the directors and officers who resigned on February 17, 2000 (Ian R.
Wilson, James B. Ardrey, Ray Chung and M. Laurie Cummings). The actions allege
that the defendants violated Section 10(b) and/or Section 20(a) of the
Securities Exchange Act and Rule 10b-5 promulgated thereunder (the "Securities
Actions"). The Securities Actions complaints seek damages in unspecified
amounts. These Securities Actions purport to be brought on behalf of purchasers
of the Company's securities during various periods, all of which fall between
October 28, 1998 and April 2, 2000.
On April 14, 2000, certain of the Company's current and former directors were
named as defendants in a derivative lawsuit filed in the Superior Court of the
State of California, in the County of San Francisco, alleging breach of
fiduciary duty, mismanagement and related causes of action based upon the
Company's restatement of its financial statements. The case has been removed to
federal court in San Francisco. The Company believes that the litigation is
procedurally defective, in light of the plaintiffs' failure to make prior demand
on the Board to investigate the claims in question.
The Company announced on January 16, 2001 that it reached a preliminary
agreement to settle the securities class action and derivative lawsuits pending
against the Company and its former management team in the US District Court in
the Northern District of California, pending court approval of a definitive
agreement and related matters.
Under terms of the agreement, Aurora will pay the class members $26 million in
cash and $10 million in common stock. Separately, the Company has entered into
a preliminary agreement with certain members of former management to transfer
between approximately 3 million and 3.6 million shares of Aurora common stock to
the Company, in consideration for a resolution of any civil claims that the
Company may have, and partially conditioned upon future events and
circumstances.
The Company expects that the cash component of the settlement with the Company's
shareholders will be funded entirely by the Company's insurance. With respect
to the stock component of the settlement, the stock received from former
management would be sufficient, at current share prices, to satisfy Aurora's
obligation without issuing additional shares. The actual number of shares needed
to fund the stock component of the settlement will be based on average share
prices determined at later dates.
The terms of the agreement call for the Company to continue to implement certain
remedial measures, including the adoption of an audit committee charter, the
reorganization of its finance department, the establishment of an internal audit
function and the institution of a compliance program, as consideration for
resolution of the derivative litigation.
Pursuant to the Company's articles of incorporation, and certain of its
contractual obligations, the Company has agreed to indemnify its officers and
directors and certain other employees under certain circumstances against claims
and expenses arising from such proceedings. The Company may be obligated to
indemnify certain of its officers and directors for the costs they may incur as
a result of these proceedings.
The Company has been informed that the staff of the Securities and Exchange
Commission (the "SEC") and the Department of Justice (the "DOJ") are conducting
investigations relating to the events that resulted in the restatement of the
Company's financial statements for prior periods ("Prior Events"). The SEC and
DOJ have requested that the Company provide certain documents relating to the
Company's historical financial statements. On September 5, 2000, the Company
received a subpoena from the SEC to produce documents in connection with the
Prior Events. The SEC also requested certain information regarding some of the
Company's former officers and employees, correspondence with the Company's
auditors and documents related to financial statements, accounting policies and
certain transactions and business arrangements.
The Company is cooperating with the SEC and the DOJ in connection with both
investigations. The Company cannot predict the outcome of either governmental
investigation. An adverse outcome in either proceeding may have a material
adverse effect on the Company.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
(a) Exhibits
Exhibit
Number Exhibit
------ -------
2.1 Asset Purchase Agreement, dated as of March 10, 1999, by and
among the Company and Sea Coast Foods, Inc., Galando Investments
Limited Partnership, Carry-on Limited Partnership, Joseph A.
Galando, Barbara J. Galando, Stanley J. Carey and Mary K. Carey.
3.1 Certificate of Incorporation of A Foods Inc., filed with the
Secretary of State of the State of Delaware on June 19, 1998.
(Incorporated by reference to Exhibit 3.1 to Aurora Foods Inc.'s
Form S-1 filed on April 22, 1998, as amended (the "S-1")).
3.2 Amended and Restated By-laws of Aurora Foods Inc. (Incorporated
by reference to Exhibit 3.2 to the S-1).
4.1 Indenture dated as of July 1, 1998 by and between Aurora Foods
Inc. and Wilmington Trust Company (Incorporated by reference to
Exhibit 4.13 to the S-1).
4.2 Specimen Certificate of 8 3/4% Senior Subordinated Notes due
2008. (Included in Exhibit 4.1 hereto).
4.3 Specimen Certificate of the Common Stock. (Incorporated by
reference to Exhibit 4.1 to the S-1).
4.4 Registration Rights Agreement, dated July 1, 1998, between Aurora
Foods Inc. and Chase Securities Inc., Goldman, Sachs & Co. and
Natwest Capital Markets Limited (Incorporated by reference to
Exhibit 4.15 to the S-1).
10.1 Fourth Amended and Restated Credit Agreement, dated as of March
31, 1999 among Aurora Foods Inc., as borrower, the Lenders listed
therein, The Chase Manhattan Bank, as Administrative Agent,
National Westminster Bank PLC, as Syndication Agent and UBS AG,
Stamford Branch, as Documentation Agent.
27.1 Financial Data Schedule for the period ended March 31, 1999
submitted to the Securities and Exchange Commission in electronic
format.
(b) Reports on Form 8-K
None.
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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: January 17, 2001 By: /s/ Christopher T. Sortwell
---------------------------
Christopher T. Sortwell
Chief Financial Officer
(Duly Authorized Officer,
Principal Financial Officer and
Principal Accounting Officer)
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Exhibit
Number Exhibit
------ -------
2.1 Asset Purchase Agreement, dated as of March 10, 1999, by and
among the Company and Sea Coast Foods, Inc., Galando Investments
Limited Partnership, Carry-on Limited Partnership, Joseph A.
Galando, Barbara J. Galando, Stanley J. Carey and Mary K. Carey.
3.1 Certificate of Incorporation of A Foods Inc., filed with the
Secretary of State of the State of Delaware on June 19, 1998.
(Incorporated by reference to Exhibit 3.1 to Aurora Foods Inc.'s
Form S-1 filed on April 22, 1998, as amended (the "S-1")).
3.2 Amended and Restated By-laws of Aurora Foods Inc. (Incorporated
by reference to Exhibit 3.2 to the S-1).
4.1 Indenture dated as of July 1, 1998 by and between Aurora Foods
Inc. and Wilmington Trust Company (Incorporated by reference to
Exhibit 4.13 to the S-1).
4.2 Specimen Certificate of 8 3/4% Senior Subordinated Notes due
2008. (Included in Exhibit 4.1 hereto).
4.3 Specimen Certificate of the Common Stock. (Incorporated by
reference to Exhibit 4.1 to the S-1).
4.4 Registration Rights Agreement, dated July 1, 1998, between Aurora
Foods Inc. and Chase Securities Inc., Goldman, Sachs & Co. and
Natwest Capital Markets Limited (Incorporated by reference to
Exhibit 4.15 to the S-1).
10.1 Fourth Amended and Restated Credit Agreement, dated as of March
31, 1999 among Aurora Foods Inc., as borrower, the Lenders listed
therein, The Chase Manhattan Bank, as Administrative Agent,
National Westminster Bank PLC, as Syndication Agent and UBS AG,
Stamford Branch, as Documentation Agent.
27.1 Financial Data Schedule for the period ended March 31, 1999
submitted to the Securities and Exchange Commission in electronic
format.
31
