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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-Q
Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Registration Statement (Form S-4) Number 33-56517
AGRILINK FOODS, INC.
(Exact Name of Registrant as Specified in its Charter)
New York 16-0845824
(State or other jurisdiction of (IRS Employer
incorporation or organization Identification Number)
90 Linden Oaks, PO Box 20670, Rochester, NY 14602-6070
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (716) 383-1850
Curtice-Burns Foods, Inc. 90 Linden Place, PO Box 681, Rochester, NY 14603
(Former Name) (Former Address)
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 twelve 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 issuer's classes of
common stock as of October 10, 1997.
Common Stock: 10,000
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
<TABLE>
Agrilink Foods, Inc.
Consolidated Statement of Operations
<CAPTION>
(Dollars in Thousands)
Quarter Ended
September 27, September 28,
1997 1996
<S> <C> <C>
Net sales $176,397 $174,000
Cost of sales 130,748 132,309
--------- ---------
Gross profit 45,649 41,691
Selling, administrative, and general expenses (32,790) (32,916)
---------- ----------
Operating income before dividing with Pro-Fac 12,859 8,775
Interest expense (7,638) (9,375)
----------- -----------
Pretax income/(loss) before dividing with Pro-Fac and before cumulative effect of an
accounting change 5,221 (600)
Pro-Fac share of (income)/loss before cumulative effect of an accounting change (2,611) 276
----------- ------------
Income/(loss) before taxes and cumulative effect of an accounting change 2,610 (324)
Tax provision (1,193) (73)
----------- ------------
Income/(loss) before cumulative effect of an accounting change 1,417 (397)
Cumulative effect of an accounting change before dividing with Pro-Fac 0 4,516
Pro-Fac share of accounting change 0 (2,630)
-------------- -----------
Net income $ 1,417 $ 1,489
========== ==========
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Agrilink Foods, Inc.
Consolidated Balance Sheet
<CAPTION>
(Dollars in Thousands)
September 27, June 28, September 28,
1997 1997 1996
ASSETS
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 3,995 $ 2,836 $ 6,682
Accounts receivable trade, net 65,053 48,661 62,020
Accounts receivable, other 3,863 2,813 8,413
Inventories -
Finished goods 140,056 87,904 158,474
Raw materials and supplies 28,396 27,001 35,161
-------- -------- ----------
Total inventories 168,452 114,905 193,635
-------- -------- ---------
Prepaid manufacturing expense 0 8,265 1,111
Prepaid expenses and other current assets 8,464 6,323 8,570
Current deferred tax asset 8,198 8,198 11,724
Current investment in Bank 631 946 0
-------- -------- --------------
Total current assets 258,656 192,947 292,155
Investment in Bank 24,320 24,321 24,439
Property, plant, and equipment, net 209,216 217,923 269,254
Investment in Great Lakes Kraut Company 6,585 0 0
Assets held for sale 3,259 3,259 5,113
Goodwill and other intangible assets, net 95,503 96,429 102,734
Other assets 7,507 7,682 12,549
-------- -------- ----------
Total assets $605,046 $542,561 $706,244
======== ======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Notes payable $ 64,000 $ 0 $ 63,000
Current portion of obligations under capital leases 558 558 548
Current portion of long-term debt 8,073 8,075 8,075
Accounts payable 38,931 49,231 46,150
Income taxes payable 4,234 5,152 5,054
Due to Pro-Fac 9,659 4,312 6,682
Accrued interest 3,960 8,540 4,741
Accrued employee compensation 7,981 11,063 8,143
Accrued manufacturing expense 2,899 0 0
Other accrued expenses 21,681 21,956 27,555
-------- -------- ----------
Total current liabilities 161,976 108,887 169,948
Long-term debt 70,528 62,829 162,164
Senior subordinated notes 160,000 160,000 160,000
Obligations under capital leases 817 817 1,125
Deferred income tax liabilities 40,902 40,902 51,572
Other non-current liabilities 22,967 22,687 20,716
-------- -------- ----------
Total liabilities 457,190 396,122 565,525
-------- -------- ---------
Commitments and Contingencies
Shareholder's Equity:
Common stock, par value $.01;
10,000 shares outstanding, owned by Pro-Fac 0 0 0
Additional paid-in capital 158,317 158,317 151,108
Accumulated deficit (10,461) (11,878) (10,389)
--------- -------- ----------
Total shareholder's equity 147,856 146,439 140,719
-------- -------- ---------
Total liabilities and shareholder's equity $605,046 $542,561 $706,244
======== ======== ========
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Agrilink Foods, Inc.
Consolidated Statement of Cash Flows
<CAPTION>
(Dollars in Thousands)
Quarter Ended
September 27, September 28,
1997 1996
-------------- ------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 1,417 $ 1,489
Adjustments to reconcile net income to net cash provided by operating activities -
Amortization of goodwill, and other intangibles 990 1,093
Amortization of debt issue costs 199 200
Depreciation 4,597 6,135
Cumulative effect of an accounting change 0 (1,886)
Change in assets and liabilities:
Accounts receivable (17,442) (14,215)
Inventories (55,722) (63,061)
Income taxes payable (918) 17
Accounts payable and accrued expenses (7,011) (429)
Due to Pro-Fac 5,347 1,837
Other assets and liabilities (2,455) (2,065)
-------- ---------
Net cash used in operating activities (70,998) (70,885)
-------- --------
Cash Flows From Investing Activities:
Purchase of property, plant, and equipment (3,231) (7,105)
Proceeds from disposals 375 293
Proceeds from investment in CoBank 316 0
-------- --------
Net cash used in investing activities (2,540) (6,812)
-------- --------
Cash Flows From Financing Activities:
Proceeds from issuance of short-term debt 64,000 63,000
Proceeds from issuance of long-term debt 9,000 18,000
Proceeds from Great Lakes Kraut 3,000 0
Payments on long-term debt (1,303) (5,519)
Capital contribution by Pro-Fac 0 25
-------- --------
Net cash provided by financing activities 74,697 75,506
-------- --------
Net change in cash and cash equivalents 1,159 (2,191)
Cash and cash equivalents at beginning of period 2,836 8,873
-------- --------
Cash and cash equivalents at end of period $ 3,995 $ 6,682
======== ========
Supplemental Disclosure of Cash Flow Information:
Investment in Great Lakes Kraut Company
Inventories $ 2,175
Prepaid expenses and other current assets 409
Property plant & equipment, net 6,966
Other accrued expenses (62)
--------
$ 9,488
========
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>
<PAGE>
AGRILINK FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles, and in the opinion
of management, include all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the results of operations for
these periods. Agrilink Foods, Inc. ("Agrilink" or the "Company") is a
wholly-owned subsidiary of Pro-Fac Cooperative, Inc. ("Pro-Fac" or the
"Cooperative"). These financial statements should be read in conjunction with
the financial statements and accompanying notes contained in the Company's Form
10-K for the fiscal year ended June 28, 1997.
Consolidation: The consolidated financial statements include the Company and its
wholly-owned subsidiaries after elimination of intercompany transactions and
balances.
Change in Accounting Principle: Effective June 30, 1996, accounting procedures
were changed to include in prepaid expenses and other current assets,
manufacturing spare parts previously charged directly to expense. The favorable
cumulative effect of the change (net of the estimated Pro-Fac share of $2.6
million and income taxes of $1.2 million) was $1.9 million. Pro forma amounts
for the cumulative effect of the accounting change on prior periods are not
determinable due to the lack of physical inventory counts required to establish
quantities at the respective dates.
NOTE 2. AGREEMENTS WITH PRO-FAC
The Company's contractual relationship with Pro-Fac is defined in the Pro-Fac
Marketing and Facilitation Agreement ("Agreement"). Under the Agreement, the
Company pays Pro-Fac the commercial market value ("CMV") for all crops supplied
by Pro-Fac. CMV is defined as the weighted average price paid by other
commercial processors for similar crops sold under preseason contracts and in
the open market in the same or competing market area. Although CMV is intended
to be no more than the fair market value of the crops purchased by Agrilink, it
may be more or less than the price Agrilink would pay in the open market in the
absence of the Agreement.
Under the Agreement the Company is required to have on its board of directors
some persons who are neither members of nor affiliated with Pro-Fac
("Disinterested Directors"). The number of Disinterested Directors must at least
equal the number of directors who are members of Pro-Fac. The volume and type of
crops to be purchased by Agrilink under the Agreement are determined pursuant to
its annual profit plan, which requires the approval of a majority of the
Disinterested Directors. In addition, in any year in which the Company has
earnings on products which were processed from crops supplied by Pro-Fac
("Pro-Fac Products"), the Company pays to Pro-Fac up to 90 percent of such
earnings, but in no case more than 50 percent of all pretax earnings (before
dividing with Pro-Fac) of the Company. In years in which the Company has losses
on Pro-Fac Products, the Company reduces the CMV it would otherwise pay to
Pro-Fac by up to 90 percent of such losses, but in no case by more than 50
percent of all pretax losses (before dividing with Pro-Fac) of the Company.
Additional patronage income is paid to Pro-Fac for services provided to
Agrilink, including the provision of a long term, stable crop supply, favorable
payment terms for crops, and the sharing of risks of losses of certain
operations of the business. Earnings and losses are determined at the end of the
fiscal year, but are accrued on an estimated basis during the year. Under the
Indenture related to the Company's Senior Subordinated Notes, Pro-Fac is
required to reinvest at least 70 percent of the additional Patronage income in
Agrilink.
Amounts received by Pro-Fac from Agrilink for the quarters ended September 27,
1997 and September 28, 1996 include: commercial market value of crops delivered,
$40.6 and $34.3 million, respectively; and additional proceeds from
profit/(loss) sharing provisions, $2.6 million and $2.4 million, respectively.
NOTE 3. OTHER MATTERS
Name Change: On September 18, 1997, the Company changed its name to Agrilink
Foods, Inc. The Company was formerly known as Curtice-Burns Foods, Inc.
The three recently consolidated business units, Comstock Michigan Fruit,
Southern Frozen Foods, and Brooks Foods, are now called Curtice Burns Foods.
Formation of New Sauerkraut Company: Effective July 1, 1997, the Company and
Flanagan Brothers, Inc. of Bear Creek, Wisconsin, contributed all their assets
involved in sauerkraut production to form a new sauerkraut company. This new
company, Great Lakes Kraut Company, operates as a New York limited liability
company, with ownership split between the two companies. Management believes the
alliance will positively impact earnings.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The purpose of this discussion is to outline the most significant reasons for
changes in net sales, expenses and earnings for the first quarter of fiscal 1998
compared to the prior year.
Agrilink has three primary business units: Curtice Burns Foods ("CBF"), Nalley
Fine Foods, and its Snack Foods group. Each business unit offers different
products and is managed separately. The majority of each of the business units'
net sales are within the United States. In addition, all of the Company's
operating facilities are within the United States.
The CBF business unit produces products in several food categories, including
fruit fillings and toppings; aseptically-produced products; canned and frozen
fruits and vegetables, and popcorn. The Nalley business unit produces canned
meat products such as chilies and stews, pickles, salad dressings, peanut
butter, and syrup. The Company's snack foods business unit consists of the
Snyder of Berlin, Husman Snack Foods, and Tim's Cascade Potato Chip businesses.
This business unit produces and markets potato chips and other snack items.
The following tables illustrate the Company's results of operations by business
unit for the quarters ended September 27, 1997 and September 28, 1996, and the
Company's total assets by business unit as of September 27, 1997 and September
28, 1996.
<TABLE>
Net Sales
<CAPTION>
(Dollars in Millions)
Quarter Ended
September 27, September 28,
1997 1996
% of % of
$ Total $ Total
----- ------ ------ -----
<S> <C> <C> <C> <C>
CBF $112.2 63.6% $ 99.2 57.0%
Nalley Fine Foods 46.9 26.6 44.2 25.4
Snack Foods Group 17.3 9.8 17.2 9.9
------ ----- ------ -----
Subtotal ongoing operations 176.4 100.0 160.6 92.3
Businesses sold1 0.0 0.0 13.4 7.7
------ ----- ------ -----
Total $176.4 100.0% $174.0 100.0%
====== ===== ====== =====
<FN>
1 Includes the activity of Finger Lakes Packaging and the portion of the canned vegetable business sold in fiscal 1997.
</FN>
</TABLE>
<TABLE>
Operating Income
<CAPTION>
(Dollars in Millions)
Quarter Ended
September 27, September 28,
1997 19961
% of % of
$ Total $ Total
--------- ------- ----- ------
<S> <C> <C> <C> <C>
CBF $ 9.0 69.8% $ 6.4 72.7%
Nalley Fine Foods 3.7 28.7 2.1 23.9
Snack Foods Group 2.1 16.2 1.5 17.0
Corporate (1.9) (14.7) (1.7) (19.3)
----- ----- ----- -----
Subtotal ongoing operations 12.9 100.0 8.3 94.3
Businesses sold2 0.0 0.0 0.5 5.7
----- ----- ----- -----
Total $12.9 100.0% $ 8.8 100.0%
===== ===== ===== =====
<FN>
1 Excludes cumulative effect of an accounting change for the quarter ended September 28, 1996. See NOTE 1 - "Summary of
Accounting Policies - Change in Accounting Principle."
2 Includes the activity of Finger Lakes Packaging and the portion of the canned vegetable business sold in fiscal 1997.
</FN>
</TABLE>
<PAGE>
<TABLE>
EBITDA1
<CAPTION>
(Dollars in Millions)
Quarter Ended
September 27, September 28,
1997 19962
% of % of
$ Total $ Total
----------- -------- ------- -----
<S> <C> <C> <C> <C>
CBF $12.7 69.0% $10.6 66.3%
Nalley Fine Foods 5.1 27.7 3.6 22.5
Snack Foods Group 2.6 14.1 2.0 12.5
Corporate (2.0) (10.8) (1.7) (10.7)
----- ----- ----- -----
Subtotal ongoing operations 18.4 100.0 14.5 90.6
Businesses sold(3) 0.0 0.0 1.5 9.4
----- ----- ----- -----
Total $18.4 100.0% $16.0 100.0%
===== ===== ===== =====
<FN>
1 Earnings before interest, taxes, depreciation, and amortization ("EBITDA")
does not represent information prepared in accordance with generally
accepted accounting principles, nor is such information considered superior
to information presented in accordance with generally accepted accounting
principles. The EBITDA calculation begins with pretax income/(loss) before
dividing with Pro-Fac and before cumulative effect of an accounting change
and adds to such amount interest expense, depreciation, and amortization of
goodwill and other intangibles.
2 The above information excludes the cumulative effect of an accounting
change for the quarter ended September 28, 1996. See NOTE 1 - "Summary of
Accounting Policies - Change in Accounting Principle."
3 Includes the activity of Finger Lakes Packaging and the portion of the
canned vegetable business sold in fiscal 1997.
</FN>
</TABLE>
<TABLE>
Total Assets
<CAPTION>
(Dollars in Millions)
Quarter Ended
September 27, September 28,
1997 19961
% of % of
$ Total $ Total
------ ----- ------ -----
<S> <C> <C> <C> <C>
CBF $377.3 62.4% $389.4 55.1%
Nalley Fine Foods 155.8 25.8 154.7 21.9
Snack Foods Group 26.5 4.4 27.6 3.9
Corporate 45.4 7.4 61.7 8.8
------ ----- ------ -----
Subtotal ongoing operations 605.0 100.0 633.4 89.7
Businesses sold 0.0 0.0 72.8 10.3
------ ----- ------ -----
Total $605.0 100.0% $706.2 100.0%
====== ===== ====== =====
<FN>
1 Includes the assets of Finger Lakes Packaging and the portion of the canned vegetable business sold in fiscal 1997.
</FN>
</TABLE>
CHANGES FROM FIRST QUARTER FISCAL 1997 TO FIRST QUARTER FISCAL 1998
Net Sales: Net sales from ongoing operations increased in the first quarter
compared to the prior year by $15.8 million or 10 percent. This significant
increase reflects improvements at all three of the Company's business units.
The most significant increases were noted in the vegetable and aseptic
categories. Net sales for the CBF aseptic category increased $9.2 million, while
the continuing vegetable business increased $4.6 million. The increase in
aseptic sales results from new business, while the increase in the vegetable
business is attributable to changes in product mix resulting in improvements in
volume/pricing.
The pickle and dressing categories at Nalley also increased $ 2.1 million and
$1.3 million, respectively due to increased volume.
Small gains were noted in the Snack Foods Group.
<PAGE>
Gross Profit: Gross profit of $45.6 million in the quarter ended September 27,
1997 increased $4.0 million or 9.5 percent from the quarter ended September 28,
1996. Excluding the businesses sold in fiscal 1997, the increase in gross profit
is approximately $6.3 million. This increase results primarily from increased
sales as highlighted above.
Selling, Administrative, and General Expenses: Selling, administrative, and
general expenses have decreased approximately $0.1 million as compared with the
prior year. During the first quarter of fiscal 1998, the Company favorably
settled an outstanding tax claim with the state of Washington ($1.4 million).
This settlement was, however, offset by increased costs due to competitive
promotional spending/selling expenses (approximately $0.3 million) and the cost
for employee incentive plans ($0.9 million).
Interest Expense: Interest expense for the quarter ended September 27, 1997
decreased $1.7 million or 19 percent. This significant improvement is primarily
the result of the focus on debt reduction which occurred throughout fiscal 1997.
These activities included the sale of Finger Lakes Packaging, the sale of the
canned vegetable business, and the sale of the Georgia distribution center.
Reductions in outstanding debt accounted for a decrease of interest of $1.6
million, while changes in rates accounted for a decrease of $0.1 million.
Provision for Taxes: The provision for taxes in the quarter ended September 27,
1997 of $1.2 million increased from $0.1 million in the quarter ended September
28, 1996 due to improvements in earnings. The Company's effective tax rate is
negatively impacted by the non-deductibility of goodwill.
Cumulative Effect of a Change in Accounting: Effective June 30, 1996, accounting
procedures were changed to include in prepaid expenses and other current assets,
manufacturing spare parts previously charged directly to expense. The favorable
cumulative effect of the change (net of Pro-Fac's share of $2.6 million and
income taxes of $1.2 million) was $1.9 million. Pro forma amounts for the
cumulative effect of the accounting change on prior periods are not determinable
due to the lack of physical inventory counts required to establish quantities at
the respective dates.
LIQUIDITY AND CAPITAL RESOURCES
The following discussion highlights the major variances in the "Consolidated
Statement of Cash Flows" for the first quarter of fiscal 1998 compared to the
first quarter of fiscal 1997.
Net cash used in operating activities varied slightly from year to year.
Offsetting items included the reduction in inventories attributed to the sale of
the canned vegetable business in the fourth quarter of fiscal 1997 and the
timing of crops received in the current year. Crops in the current year have
been available for harvest earlier than in the prior year.
Net cash used in investing activities improved in the first quarter of fiscal
1998 primarily due to the timing of capital expenditures. The purchase of
property, plant, and equipment in both years was for general operating purposes.
Net cash provided by financing activities decreased from the prior year due to
activity relating to the Pro-Fac borrowing arrangement and the receipt of
proceeds from Great Lakes Kraut Company.
Borrowings: Under the Company's Credit Agreement, as amended, Agrilink is able
to borrow up to $66.0 million for seasonal working capital purposes under the
Seasonal Facility, subject to a borrowing base limitation, and obtain up to
$18.0 million in aggregate face amount of letters of credit pursuant to a Letter
of Credit Facility. The borrowing base is defined as the lesser of (i) the total
available line or (ii) the sum of 60 percent of eligible accounts receivable
plus 50 percent of eligible inventory.
As of September 27, 1997, (i) cash borrowings outstanding under the Seasonal
Facility were $64.0 million and (ii) additional availability under the Seasonal
Facility, was $2.0 million. In addition to its seasonal financing, as of
September 27, 1997, the Company had $26.6 million available for long-term
borrowings under the Term Loan Facility. The Company believes that the cash flow
generated by its operations and the amounts available under the Seasonal and
Term Loan Facilities should be sufficient to fund its working capital needs,
fund its capital expenditures and service its debt for the foreseeable future.
Certain financing arrangements require that Pro-Fac and Agrilink meet certain
financial tests and ratios and comply with certain other restrictions and
limitations. As of September 27, 1997, the Company is in compliance with all
such covenants, restrictions and limitations.
Short- and Long-Term Trends: The vegetable portion of the business can be
positively or negatively affected by weather conditions nationally and the
resulting impact on crop yields. Favorable weather conditions can produce high
crop yields and an oversupply situation. This results in depressed selling
prices and reduced profitability on the inventory produced from that year's
crops.
<PAGE>
Excessive rain or drought conditions can produce low crop yields and a shortage
situation. This typically results in higher selling prices and increased
profitability. While the national supply situation controls the pricing, the
supply can differ regionally because of variations in weather.
The effect of the 1997 growing season on fiscal 1998 financial results cannot be
estimated until late 1997 or early calendar 1998 when harvesting is complete and
when local and national supplies can be determined.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Number Description
Exhibit 3.3 Certificate of Incorporation of Agrilink Foods
Exhibit 27 Financial Data Schedule
(b) The following report on Form 8-K was filed during the period to which
this report relates:
Date Item
September 23, 1997 Item 5 - Other Events
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
AGRILINK FOODS, INC.
Date: November 6, 1997 By:/s/ Earl L. Powers
- ------------------------------- ----------------------------------
EARL L. POWERS
VICE PRESIDENT FINANCE AND
CHIEF FINANCIAL OFFICER
(Principle Financial Officer and
Principle Accounting Officer)
COMPOSITE CERTIFICATE OF INCORPORATION
OF
AGRILINK FOODS, INC.
Under Section 402 of the Business Corporation Law
1. The name of the corporation is AGRILINK FOODS, INC.
2. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the Business Corporation
Law of the State of New York, but not to engage in any act or activity requiring
the consent or approval of any state official, department, board, agency or
other body without such consent or approval first being obtained.
3. The aggregate number of shares which the corporation shall have
authority to issue is 10,000 common shares of the par value of $.01 per share.
4. No holder of shares of any class of the corporation, now or hereafter
authorized, shall as such holder have any preference or preemptive right to
subscribe for, purchase or receive any shares of the corporation of any class,
now or hereafter authorized, or any options or warrants for such shares, or any
rights to subscribe for or purchase such shares, or any bonds, debentures, notes
or other securities convertible into or exchangeable for such shares, which may
at any time be issued, sold or offered for sale by the corporation.
5. The office of the corporation is to be located in the County of Monroe,
State of New York. The address to which the Secretary of State shall mail a copy
of process in any action or proceeding against the corporation which may be
served upon him is 90 Linden Place, Post Office Box 681, Rochester, New York
14603.
6. The duration of the corporation shall be perpetual.
7. The corporation reserves the right to alter, change or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on
stockholders, directors and officers are subject to this reserved power.
8. By-laws of the corporation may be adopted, amended or repealed by the
Board of Directors of the corporation by the vote of a majority of the directors
present at a meeting of the Board of Directors at which a quorum is present,
subject to the power of the holders of stock having voting power thereon to
alter, amend or repeal the By-laws adopted by the Board of Directors.
9. The Secretary of State is designated as agent of the corporation upon
whom process in any action or proceeding against the corporation may be served.
10. To the fullest extent permitted by the Business Corporation Law of the
State of New York as the same exists or may hereafter be amended, no director
shall be personally liable to the corporation or any of its shareholders for any
breach of duty as a director; provided, however, that the foregoing provision
shall not eliminate or limit the liability of a director if a judgment or other
final adjudication adverse to him establishes that his acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law or
that he personally gained in fact a financial profit or other advantage to which
he was not legally entitled or that his acts violated Section 719 of the
Business Corporation Law of the State of New York.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Agrilink Foods, Inc. Form 10-Q for the quarter ended September 27, 1997 and
is qualified in its entirety by reference to such financial statement
</LEGEND>
<CIK> 0000026285
<NAME> Agrilink Foods, Inc.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-Mos
<FISCAL-YEAR-END> Jun-29-1998
<PERIOD-START> Jun-29-1997
<PERIOD-END> Sep-27-1997
<CASH> 3,995
<SECURITIES> 0
<RECEIVABLES> 68,916
<ALLOWANCES> 0
<INVENTORY> 168,452
<CURRENT-ASSETS> 258,656
<PP&E> 264,149
<DEPRECIATION> 54,933
<TOTAL-ASSETS> 605,046
<CURRENT-LIABILITIES> 161,976
<BONDS> 160,000
0
0
<COMMON> 0
<OTHER-SE> 147,856
<TOTAL-LIABILITY-AND-EQUITY> 605,046
<SALES> 176,397
<TOTAL-REVENUES> 176,397
<CGS> 130,748
<TOTAL-COSTS> 130,748
<OTHER-EXPENSES> 35,401
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,638
<INCOME-PRETAX> 2,610
<INCOME-TAX> 1,193
<INCOME-CONTINUING> 1,417
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,417
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
