Aurora Foods Inc. (NYSE: AOR) today announced its financial and operating performance continued to improve significantly in the fourth quarter that ended December 31, 2000, with strong volume growth and major efficiency improvements driving the turnaround.

For the fourth quarter of 2000, adjusted EBITDA, or earnings before interest, taxes, depreciation and amortization, increased 81% to $47.6 million from the same pro-forma year-ago period. These amounts exclude special charges and treat the acquisitions of Lender’s® and Chef’s Choice® and the accounting change adopted in the second quarter of 2000, as if they all took place at the beginning of 1999.

Net sales for the fourth quarter of 2000 rose to $275.7 million, a 2.1% increase from the same year-ago period on a pro-forma basis. In addition, primarily because of special pre-tax charges of $7.3 million, the Company incurred a loss of $5.4 million, or $0.08 per share, as expected, compared with a loss of $5.0 million, or $0.08 per share, in the fourth quarter of 1999. These charges primarily reflect expenses associated with the accounting restatements announced by Aurora in the first quarter of 2000. With the fourth-quarter charge, the Company believes it has fully reflected the costs associated with its earnings restatements and does not anticipate additional special charges in 200l.

Strong Six-Month Trends

The Company’s adjusted EBITDA for the third and fourth quarters of 2000 was up 30.3% from the pro-forma year ago period, representing a major turnaround from the adjusted pro-forma EBITDA decline of 24.8% in the first six months of the year. The Company’s adjusted EBITDA margin, which reflects a percent of net sales, for the last six months of 2000 was 18.2%, compared with the pro-forma margin of 13.6% in the same year-ago period and a 12.3% margin in the first six months of 2000.

“The significant improvements in our fourth-quarter and second-half results in 2000 reflect the business momentum created by our emphasis on brand-equity building and the elimination of unnecessary costs,” said Jim Smith, President and Chief Executive Officer of Aurora Foods. “The unit sales growth versus year ago is another indication of the resurgence underway at Aurora, and the continued growth we should expect from our brands when properly supported.”

Strong Unit Volume Growth, Improved Efficiency

Unit volume overall was up 3.3% in the fourth quarter of 2000 versus pro-forma year ago, with unit increases in all businesses except Seafood, Celeste® and Country Kitchen, where year-over-year comparisons are difficult to make because of heavy end-of-year loading in 1999. Total marketing spending in the quarter declined almost 24% per case, yet remained at very strong levels in the absolute.

“The Company’s new strategy of focusing on building topline sales through re-energized marketing and new products is beginning to have an impact on the business,” added Mr. Smith. “The Company is well positioned for growth. We expect to continue to grow our brands behind a strong flow of product news, new advertising and marketing programs, improved execution and even better attention to costs. At this time, we are forecasting continued strong EBITDA growth in the 15% to 18% range for 2001.

“The new year has certainly gotten off to a strong, fresh start. The issues relating to the restatements have been essentially resolved, and the Company has increased its advertising behind its Seafood and Lender’s® brands during the first quarter of our new year. The entire Company is approaching 2001 with great excitement and a renewed belief in the power of our brands and our ability to grow them. The management team is now focused single-mindedly on initiating and executing the programs that will accelerate Aurora’s growth and bring enhanced value to our shareholders, customers and employees.”

Full-Year Results

For the year, adjusted EBITDA for 2000 grew 0.7% from pro-forma year ago, to $152.7 million despite significant retail deloading that reduced both revenues and earnings significantly. The full-year net loss was $68.3 million, or $0.99 per share, primarily reflecting an after-tax charge of $12.2 million for the early adoption of EITF 00-14 (Accounting for Certain Sales Incentives) and special pre-tax charges of $57.3 million.

Attached are Aurora’s financial tables for fourth-quarter and year-end 2000 results, as well as IRI/Nielsen dollar and unit market share trends.

Aurora will host a teleconference call to discuss fourth-quarter and full-year results at 11:00 ET Wednesday, February 28, 2001, which will be also available over the Internet at http://www.aurorafoods.com.

About Aurora Foods

Aurora Foods Inc., which is based in St. Louis, is a leading producer and marketer of premium branded food products including Duncan Hines® baking mixes, Log Cabin® and Mrs. Butterworth’s® syrup, Lender’s® bagels, Van de Kamp’s® and Mrs. Paul’s® frozen seafood, Aunt Jemima® frozen breakfast products, Celeste® frozen pizza and Chef’s Choice® skillet meals. Aurora’s products can be found in all Retail classes of trade, and Foodservice, and command strong positions in their respective categories and/or markets.

Statements contained in this press release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from the forward-looking statements contained in this release and that may affect the Company’s prospects in general are described in the Company’s filing with the Securities and Exchange Commission.

                              Aurora Market Shares
Dollars – 1/21/01
(Point Change vs. Year Ago)

Share of Category
Past Past Past
1 Month 3 Months 6 Months
VDK Prepared Fin
VDK Prepared Non-Fin
Van de Kamp’s 22.4 (1.8) 21.7 (1.3) 21.4 (1.2)
MPK Prepared Fin
MPK Prepared Non-Fin
Mrs. Paul’s 15.9 (0.2) 15.6 (0.1) 15.6 0.1
TOTAL Prepared Seafood 38.3 (1.9) 37.4 (1.4) 37.1 (1.0)

AJ Waffles 6.2 (0.8) 6.4 (0.3) 6.3 0.3
AJ Pancakes 3.5 0.7 3.4 0.6 3.3 0.6
AJ French Toast 4.4 (0.1) 4.4 (0.1) 4.3 0.1
TOTAL Frozen Breakfast 14.2 (0.2) 14.2 0.3 14.0 1.1

Frozen Pizza 2.7 (0.7) 2.9 (0.3) 3.0 (0.4)

Frozen Skillet Meals 12.3 (2.7) 11.9 (2.3) 13.4 (1.6)

Frozen Lender’s 16.3 (2.9) 16.0 (3.0) 16.6 (2.7)
Refrigerated Lender’s 8.0 0.2 8.0 0.2 8.2 0.3
Fresh Lender’s 7.1 (0.0) 6.6 (0.8) 6.5 (1.4)
TOTAL Lender’s 31.4 (2.7) 30.7 (3.5) 31.3 (3.9)

Log Cabin 11.7 (2.6) 11.7 (1.9) 11.8 (2.1)
Mrs. Butterworth’s 11.8 (5.3) 11.7 (3.8) 12.1 (2.2)
Country Kitchen 4.8 (1.0) 4.7 (0.8) 4.9 (0.5)
TOTAL Syrup 28.3 (9.0) 28.2 (6.5) 28.8 (4.8)

Cake Mix 9.7 0.5 10.1 0.0 9.9 (0.1)
Frosting 3.7 0.1 3.9 (0.1) 3.7 (0.0)
Brownies 2.7 (0.3) 2.0 (0.2) 2.1 (0.2)
Muffins 2.0 (0.3) 1.6 (0.3) 1.8 (0.1)
Cookie Mix 0.6 (0.1) 0.6 (0.2) 0.6 (0.1)
TOTAL Baking 18.7 (0.1) 18.2 (0.8) 18.2 (0.5)

Share of Category
Past Past
9 Months 12 Months
VDK Prepared Fin
VDK Prepared Non-Fin
Van de Kamp’s 21.1 (2.0) 22.8 (1.8)
MPK Prepared Fin
MPK Prepared Non-Fin
Mrs. Paul’s 15.9 0.1 16.3 0.0
TOTAL Prepared Seafood 37.0 (1.9) 39.1 (1.7)

AJ Waffles 6.3 0.1 6.3 (0.3)
AJ Pancakes 3.3 0.6 3.2 0.6
AJ French Toast 4.4 0.2 4.4 0.3
TOTAL Frozen Breakfast 14.0 0.9 13.9 0.6

Frozen Pizza 3.0 (0.5) 3.1 (0.6)

Frozen Skillet Meals 14.5 (0.2) 14.7 0.8

Frozen Lender’s 17.0 (2.3) 17.4 (2.1)
Refrigerated Lender’s 8.2 0.4 8.0 0.3
Fresh Lender’s 6.5 (1.8) 6.7 (1.8)
TOTAL Lender’s 31.7 (3.6) 32.0 (3.6)

Log Cabin 12.2 (1.6) 12.7 (1.2)
Mrs. Butterworth’s 12.5 (1.7) 13.1 (0.6)
Country Kitchen 5.2 (0.4) 5.4 (0.2)
TOTAL Syrup 29.9 (3.6) 31.2 (1.9)

Cake Mix 9.9 (0.0) 9.8 (0.1)
Frosting 3.6 (0.0) 3.6 0.0
Brownies 2.2 (0.3) 2.3 (0.3)
Muffins 1.9 0.0 2.0 0.3
Cookie Mix 0.6 (0.1) 0.6 (0.1)
TOTAL Baking 18.2 (0.5) 18.3 (0.1)

Share of Segment
Past Past Past
1 Month 3 Months 6 Months
VDK Prepared Fin 26.2 (1.5) 25.8 (0.9) 25.3 (0.6)
VDK Prepared Non-Fin 8.7 (0.4) 7.6 (0.6) 7.2 (1.1)
Van de Kamp’s
MPK Prepared Fin 15.1 (1.7) 15.3 (1.3) 15.5 (0.8)
MPK Prepared Non-Fin 18.6 5.6 16.8 4.6 16.0 4.1
Mrs. Paul’s
TOTAL Prepared Seafood

AJ Waffles 8.0 (0.8) 8.1 (0.3) 8.0 0.5
AJ Pancakes 28.4 4.2 28.0 4.8 27.4 4.8
AJ French Toast 49.7 (4.5) 49.8 (4.6) 50.7 (3.1)
TOTAL Frozen Breakfast

Frozen Pizza

Frozen Skillet Meals

Frozen Lender’s 79.0 0.4 79.5 0.6 80.2 1.1
Refrigerated Lender’s 67.5 1.7 67.2 (0.1) 68.8 0.7
Fresh Lender’s 10.5 (0.7) 9.8 (1.7) 9.6 (2.8)
TOTAL Lender’s

Log Cabin
Mrs. Butterworth’s
Country Kitchen
TOTAL Syrup

Cake Mix 35.6 1.2 36.0 0.5 34.2 0.5
Frosting 19.3 0.3 19.0 (0.5) 18.8 (0.2)
Brownies 18.6 (0.6) 14.9 (1.4) 14.0 (1.2)
Muffins 9.3 (1.3) 9.0 (1.3) 9.8 (0.5)
Cookie Mix 10.3 (3.4) 9.1 (4.2) 9.4 (3.6)
TOTAL Baking

Share of Segment
Past Past
9 Months 12 Months
VDK Prepared Fin 24.8 (1.6) 26.6 (1.4)
VDK Prepared Non-Fin 7.1 (1.4) 7.6 (1.2)
Van de Kamp’s
MPK Prepared Fin 16.0 (0.8) 16.4 (0.7)
MPK Prepared Non-Fin 15.6 3.9 15.9 3.4
Mrs. Paul’s
TOTAL Prepared Seafood

AJ Waffles 8.0 0.3 8.0 (0.2)
AJ Pancakes 27.0 4.2 26.4 3.8
AJ French Toast 51.1 (2.4) 51.4 (1.9)
TOTAL Frozen Breakfast

Frozen Pizza

Frozen Skillet Meals

Frozen Lender’s 80.5 1.9 80.6 2.2
Refrigerated Lender’s 69.3 2.0 68.4 1.4
Fresh Lender’s 9.7 (3.3) 10.0 (3.3)
TOTAL Lender’s

Log Cabin
Mrs. Butterworth’s
Country Kitchen
TOTAL Syrup

Cake Mix 33.5 0.5 33.0 0.5
Frosting 18.5 (0.2) 18.3 (0.2)
Brownies 13.9 (2.0) 14.3 (1.6)
Muffins 10.3 0.2 10.9 1.3
Cookie Mix 9.8 (4.2) 10.2 (4.2)
TOTAL Baking

Aurora Market Shares
Units – 1/21/01
(Point Change vs. Year Ago)

Share of Category
Past Past Past
1 Month 3 Months 6 Months
VDK Prepared Fin
VDK Prepared Non-Fin
Van de Kamp’s 19.0 (1.3) 18.5 (1.1) 18.2 (1.0)
MPK Prepared Fin
MPK Prepared Non-Fin
Mrs. Paul’s 14.7 (1.7) 14.7 (0.9) 14.9 (0.8)
TOTAL Prepared Seafood 33.7 (3.0) 33.3 (2.0) 33.1 (1.8)

AJ Waffles 8.9 (0.8) 8.7 (0.2) 8.6 0.9
AJ Pancakes 3.4 0.8 3.3 0.7 3.2 0.7
AJ French Toast 4.1 (0.1) 4.2 (0.1) 4.2 0.2
TOTAL Frozen Breakfast 16.4 (0.1) 16.3 0.5 16.0 1.8

Frozen Pizza 4.5 (0.9) 4.7 (0.6) 4.9 (0.5)

Frozen Skillet Meals 9.0 (1.1) 8.9 (1.0) 10.0 (0.4)

Frozen Lender’s 23.0 (3.3) 22.7 (3.1) 23.3 (2.9)
Refrigerated Lender’s 10.3 0.9 10.3 0.9 10.3 0.9
Fresh Lender’s 5.1 0.2 4.6 (0.4) 4.5 (0.9)
TOTAL Lender’s 38.4 (2.1) 37.6 (2.6) 38.0 (2.9)

Log Cabin 9.3 (2.2) 9.3 (1.5) 9.4 (1.7)
Mrs. Butterworth’s 9.8 (4.9) 9.7 (3.3) 10.0 (2.0)
Country Kitchen 5.4 (1.3) 5.3 (1.0) 5.6 (0.6)
TOTAL Syrup 24.5 (8.5) 24.2 (5.9) 24.9 (4.3)

Cake Mix 8.6 0.0 10.1 (0.4) 9.5 (0.5)
Frosting 2.7 (0.0) 2.8 (0.2) 2.8 (0.1)
Brownies 1.9 (0.2) 1.4 (0.1) 1.5 (0.1)
Muffins 0.9 (0.1) 0.8 (0.1) 0.9 (0.0)
Cookie Mix 0.3 (0.0) 0.3 (0.1) 0.3 (0.1)
TOTAL Baking 14.4 (0.4) 15.3 (1.0) 15.0 (0.8)

Share of Category
Past Past
9 Months 12 Months
VDK Prepared Fin
VDK Prepared Non-Fin
Van de Kamp’s 17.8 (1.8) 19.5 (1.6)
MPK Prepared Fin
MPK Prepared Non-Fin
Mrs. Paul’s 15.4 (0.9) 16.1 (1.0)
TOTAL Prepared Seafood 33.2 (2.7) 35.6 (2.7)

AJ Waffles 8.7 0.6 8.7 (0.0)
AJ Pancakes 3.2 0.6 3.1 0.5
AJ French Toast 4.2 0.2 4.2 0.2
TOTAL Frozen Breakfast 16.1 1.5 16.1 0.7

Frozen Pizza 5.0 (0.5) 5.2 (0.7)

Frozen Skillet Meals 10.6 0.4 10.6 1.1

Frozen Lender’s 23.8 (2.3) 24.3 (2.0)
Refrigerated Lender’s 10.1 1.0 9.7 0.8
Fresh Lender’s 4.5 (1.1) 4.6 (1.1)
TOTAL Lender’s 38.4 (2.4) 38.5 (2.3)

Log Cabin 9.7 (1.4) 10.1 (1.1)
Mrs. Butterworth’s 10.5 (1.5) 11.1 (0.4)
Country Kitchen 5.9 (0.3) 6.1 (0.1)
TOTAL Syrup 26.1 (3.2) 27.3 (1.6)

Cake Mix 9.5 (0.5) 9.5 (0.5)
Frosting 2.7 (0.1) 2.8 (0.1)
Brownies 1.5 (0.2) 1.6 (0.2)
Muffins 0.9 0.0 1.0 0.1
Cookie Mix 0.3 (0.1) 0.3 (0.1)
TOTAL Baking 15.0 (0.9) 15.2 (0.7)

Share of Segment
Past Past Past
1 Month 3 Months 6 Months
VDK Prepared Fin 21.7 (1.4) 21.5 (1.0) 21.1 (0.7)
VDK Prepared Non-Fin 7.6 0.3 6.6 (0.3) 6.2 (1.0)
Van de Kamp’s
MPK Prepared Fin 13.8 (3.1) 14.3 (2.0) 14.7 (1.5)
MPK Prepared Non-Fin 18.2 4.3 16.5 3.6 15.8 2.2
Mrs. Paul’s
TOTAL Prepared Seafood

AJ Waffles 11.1 (0.8) 10.9 (0.1) 10.8 1.2
AJ Pancakes 29.0 4.7 28.4 4.9 27.9 5.2
AJ French Toast 52.2 (3.6) 52.6 (3.4) 53.4 (1.4)
TOTAL Frozen Breakfast

Frozen Pizza

Frozen Skillet Meals

Frozen Lender’s 74.4 (0.6) 75.1 0.1 75.9 0.8
Refrigerated Lender’s 62.0 1.6 62.6 1.1 63.7 1.7
Fresh Lender’s 9.7 (0.1) 8.7 (1.4) 8.4 (2.3)
TOTAL Lender’s

Log Cabin
Mrs. Butterworth’s
Country Kitchen
TOTAL Syrup

Cake Mix 34.3 0.2 34.5 0.4 32.4 (0.0)
Frosting 18.3 0.2 18.1 (0.6) 18.0 (0.3)
Brownies 17.5 (0.5) 13.6 (1.3) 12.8 (0.9)
Muffins 2.4 (0.4) 2.3 (0.4) 2.6 (0.2)
Cookie Mix 9.5 (2.6) 8.3 (3.5) 8.4 (2.7)
TOTAL Baking

Share of Segment
Past Past
9 Months 12 Months
VDK Prepared Fin 20.6 (1.7) 22.4 (1.5)
VDK Prepared Non-Fin 6.0 (1.4) 6.4 (1.3)
Van de Kamp’s
MPK Prepared Fin 15.3 (1.5) 16.1 (1.4)
MPK Prepared Non-Fin 15.7 1.8 16.3 0.8
Mrs. Paul’s
TOTAL Prepared Seafood

AJ Waffles 10.9 0.9 10.9 0.1
AJ Pancakes 27.7 4.6 27.0 4.0
AJ French Toast 53.9 (0.6) 54.1 (0.3)
TOTAL Frozen Breakfast

Frozen Pizza

Frozen Skillet Meals

Frozen Lender’s 76.4 1.8 76.6 2.2
Refrigerated Lender’s 63.9 2.9 62.8 2.0
Fresh Lender’s 8.5 (2.7) 8.7 (2.7)
TOTAL Lender’s

Log Cabin
Mrs. Butterworth’s
Country Kitchen
TOTAL Syrup

Cake Mix 31.7 (0.3) 31.5 (0.4)
Frosting 17.7 (0.4) 17.5 (0.5)
Brownies 12.7 (1.9) 13.0 (1.7)
Muffins 2.8 (0.0) 3.0 0.4
Cookie Mix 8.7 (3.6) 8.9 (3.8)
TOTAL Baking

AURORA FOODS INC.
CONSOLIDATED
BALANCE SHEETS
(IN THOUSANDS)

December 31,
2000 1999
ASSETS:

CASH & CASH EQUIVALENTS 525 315
ACCOUNTS RECEIVABLE, NET 82,628 92,576
INVENTORIES 104,319 123,967
PREPAID EXPENSES AND OTHER CURRENT ASSETS 6,496 21,876
CURRENT DEFERRED TAX ASSETS 17,133 17,338
TOTAL CURRENT ASSETS 211,101 256,072

PROPERTY, PLANT AND EQUIPMENT, NET 239,107 257,443
DEFERRED TAX ASSET 40,045 2,357
GOODWILL AND OTHER INTANGIBLE ASSETS, NET 1,268,942 1,294,995
ASSET HELD FOR SALE 0 800
OTHER ASSETS 35,091 37,671

TOTAL ASSETS 1,794,286 1,849,338

LIABILITIES & STOCKHOLDERS’ EQUITY:

SENIOR SECURED TERM DEBT 0 543,591
SENIOR SECURED REVOLVING FACILITY 0 105,600
SENIOR SUBORDINATED NOTES 0 402,049
CURRENT PORTION OF SENIOR SECURED TERM DEBT 32,926 27,980
ACCOUNTS PAYABLE 50,456 87,942
ACCRUED LIABILITIES 87,840 100,533
TOTAL CURRENT LIABILITIES 171,222 1,267,695

SENIOR SECURED TERM DEBT 510,665 0
SENIOR SECURED REVOLVING FACILITY 160,000 0
SENIOR SUBORDINATED NOTES 401,837 0
OTHER LIABILITIES 5,848 5,385
TOTAL LIABILITIES 1,249,572 1,273,080

COMMITMENTS AND CONTINGENCIES

STOCKHOLDER’S EQUITY
PREFERRED STOCK 37 0
COMMON STOCK 741 670
PAID-IN CAPITAL 685,091 648,254
PROMISSORY NOTES (227) (323)
ACCUMULATED DEFICIT (140,928) (72,343)
TOTAL STOCKHOLDERS’ EQUITY 544,714 576,258

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 1,794,286 1,849,338

AURORA FOODS INC.
CONSOLIDATED
INCOME STATEMENTS
(DOLLARS AND SHARES IN THOUSANDS)
Unaudited

Three Months Ended December 31,
Pro forma
2000 1999 1999 (2)

NET SALES 275,680 260,578 269,971
COST OF GOODS SOLD (131,399) (127,467) (134,373)
GROSS PROFIT 144,281 133,111 135,598
BROKERAGE, DISTRIBUTION AND MARKETING
EXPENSES
BROKERAGE AND DISTRIBUTION (31,985) (32,552) (35,320)
TRADE PROMOTIONS (52,729) (49,220) (51,328)
CONSUMER MARKETING (7,031) (13,350) (16,806)
TOTAL BROKERAGE, DISTRIBUTION AND
MARKETING EXPENSES (91,745) (95,122) (103,454)
AMORTIZATION OF GOODWILL AND OTHER
INTANGIBLES (12,676) (10,541) (10,924)
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES (11,995) (10,855) (11,846)
OTHER FINANCIAL, LEGAL AND ACCOUNTING
EXPENSES (6,037) 0 0
COLUMBUS CONSOLIDATION COSTS (318) 0 0
TRANSITION EXPENSES (955) (2,105) (2,105)
TOTAL OPERATING EXPENSES (123,726) (118,623) (128,329)
OPERATING INCOME 20,555 14,488 7,269
INTEREST EXPENSE, NET (28,428) (21,201) (23,260)
AMORTIZATION OF DEFERRED FINANCING
EXPENSES (838) (680) (680)
OTHER BANK AND FINANCING EXPENSES (48) (687) (687)
INCOME (LOSS) BEFORE INCOME TAXES (8,759) (8,080) (17,358)
INCOME TAX (EXPENSE) BENEFIT 3,344 3,052 6,759
NET INCOME (LOSS) (5,415) (5,028) (10,599)
PREFERRED DIVIDENDS (300) 0 0
NET INCOME (LOSS) AVAILABLE TO COMMON
STOCKHOLDERS (5,715) (5,028) (10,599)

BASIC AND DILUTED EARNINGS (LOSS) PER
SHARE
AVAILABLE TO COMMON STOCKHOLDERS (0.08) (0.08) (0.16)

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 74,071 67,031 67,031

ADJUSTED EBITDA (1) 47,619 31,942 26,310

(1) Adjusted EBITDA represents earnings before interest, taxes,
depreciation and amortization and before the accounting change,
other financial, legal and accounting expenses, Columbus
consolidation costs and transition expenses.

(2) Pro forma amounts include adjustments to historical results to
reflect the acquisitions of Lender’s and Chef’s Choice and the
adoption of EITF 00-14 (Accounting for Certain Sales Incentives) as
if they had taken place at the beginning of 1999.

AURORA FOODS INC.
CONSOLIDATED
INCOME STATEMENTS
(DOLLARS AND SHARES IN THOUSANDS)

Years Ended December 31,
Pro forma
2000 1999 1999 (2)

NET SALES 1,000,131 876,206 1,034,280
COST OF GOODS SOLD (488,585) (424,936) (508,015)
GROSS PROFIT 511,546 451,270 526,265
BROKERAGE, DISTRIBUTION AND MARKETING
EXPENSES
BROKERAGE AND DISTRIBUTION (117,830) (101,652) (127,093)
TRADE PROMOTIONS (179,117) (150,114) (174,575)
CONSUMER MARKETING (44,655) (50,913) (59,829)
TOTAL BROKERAGE, DISTRIBUTION AND
MARKETING EXPENSES (341,602) (302,679) (361,497)
AMORTIZATION OF GOODWILL AND OTHER
INTANGIBLES (44,819) (38,305) (42,456)
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES (42,903) (35,025) (45,328)
OTHER FINANCIAL, LEGAL AND ACCOUNTING
EXPENSES (47,352) 0 0
COLUMBUS CONSOLIDATION COSTS (6,868) 0 0
TRANSITION EXPENSES (3,037) (11,200) (11,200)
TOTAL OPERATING EXPENSES (486,581) (387,209) (460,481)
OPERATING INCOME 24,965 64,061 65,784
INTEREST EXPENSE, NET (109,554) (68,403) (90,006)
AMORTIZATION OF DEFERRED FINANCING
EXPENSES (3,016) (2,060) (2,060)
OTHER BANK AND FINANCING EXPENSES (336) (838) (838)
INCOME (LOSS) BEFORE INCOME TAXES
AND CUMULATIVE CHANGE IN ACCOUNTING (87,941) (7,240) (27,120)
INCOME TAX (EXPENSE) BENEFIT 31,850 2,791 10,071
LOSS BEFORE CUMULATIVE CHANGE IN
ACCOUNTING (56,091) (4,449) (17,049)

CUMULATIVE CHANGE IN ACCOUNTING, NET
OF TAX (12,161) 0 0
NET INCOME (LOSS) (68,252) (4,449) (17,049)
PREFERRED DIVIDENDS (333) 0 0
NET INCOME (LOSS) AVAILABLE TO COMMON
STOCKHOLDERS (68,585) (4,449) (17,049)

BASIC AND DILUTED EARNINGS (LOSS) PER
SHARE
AVAILABLE TO COMMON STOCKHOLDERS (0.99) (0.07) (0.25)

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 69,041 67,023 67,023

ADJUSTED EBITDA (1) 152,669 128,077 151,579

(1) Adjusted EBITDA represents earnings before interest, taxes,
depreciation and amortization and before the accounting change,
other financial, legal and accounting expenses, Columbus
consolidation costs and transition expenses.

(2) Pro forma amounts include adjustments to historical results to
reflect the acquisitions of Lender’s and Chef’s Choice and the
adoption of EITF 00-14 (Accounting for Certain Sales Incentives) as
if they had taken place at the beginning of 1999.

AURORA FOODS INC.
CONSOLIDATED
CASH FLOW STATEMENT
(IN THOUSANDS)

Years Ended December 31,
2000 1999
CASH FROM OPERATIONS:
NET INCOME (LOSS) (68,252) (4,449)
ADD BACK ITEMS NOT AFFECTING CASH
DEPRECIATION AND AMORTIZATION
EXPENSE 73,335 55,256
DEFERRED INCOME TAXES (31,850) (2,244)
NON-CASH RESTRUCTURING COST 3,094 0
NON-CASH OTHER FINANCIAL, LEGAL &
ACCOUNTING EXPENSE 17,714 0
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING, NET OF TAX 12,161 0
INCENTIVE PLAN CREDIT 0 (571)
(GAIN) LOSS ON SALE OF ASSETS (303) 1,780
CHANGES TO OPERATING ASSETS AND
LIABILITIES:
RECEIVABLES (26,768) (6,625)
ACCOUNTS RECEIVABLE SOLD 38,565 0
INVENTORIES 18,352 (22,664)
PREPAID EXPENSES AND OTHER
CURRENT ASSETS 15,211 (14,728)
ACCOUNTS PAYABLE (37,707) 19,528
ACCRUED EXPENSES (30,924) (1,281)
OTHER NON-CURRENT LIABILITIES (576) (12,853)

NET CASH USED IN OPERATIONS (17,948) 11,149

CASH FLOWS FROM INVESTING ACTIVITIES
ASSET ADDITIONS (12,780) (25,281)
CHANGES TO OTHER NON-CURRENT
ASSETS AND LIABILITIES (4,034) (6,002)
PROCEED FROM ASSET SALES 1,176 0
PAYMENT FOR ACQUISITION OF BUSINESSES (7,984) (343,885)

NET CASH (USED FOR) INVESTMENT
ACTIVITIES (23,622) (375,168)

CASH (USED FOR) PROVIDED BY
FINANCING ACTIVITIES:
PROCEEDS FROM SENIOR SECURED
REVOLVING AND TERM DEBT 54,400 633,400
REPAYMENT OF BORROWINGS (27,980) (262,080)
ISSUANCE OF PREFERRED STOCK 15,000 0
CAPITAL CONTRIBUTIONS, NET OF
OFFICER PROMISSORY NOTES 492 605
DEBT ISSUANCE AND EQUITY RAISING COSTS (132) (7,945)

NET CASH FROM FINANCING ACTIVITIES 41,780 363,980

NET CHANGE IN CASH 210 (39)
BEGINNING CASH AND CASH EQUIVALENTS 315 354

ENDING CASH AND CASH EQUIVALENTS 525 315