---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---



FORM 10-Q



(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, 2003



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 001-14255



---



AURORA FOODS
INC.

(Exact Name of Registrant as Specified in Its Charter)



|DELAWARE                                                       |  | 94-3303521                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) |  | (IRS Employer Identification No.)



11432
Lackland Road, St. Louis, MO 63146

(Address of Principal Executive Office, Including Zip Code)



(314) 801-2300

(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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x



Indicate the number of shares outstanding of
each of the registrants classes of common stock as of the latest practicable date.



|                              |  | Shares outstanding as of May 6, 2003
|----------------------------- |  | ------------------------------------
|Common stock, $0.01 par value |  | 77,155,022                          



---



---

PART IFINANCIAL INFORMATION



ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS



See pages 2 through 12.



1



---

AURORA FOODS INC.



CONSOLIDATED BALANCE SHEETS

(dollars in thousands except per share amounts)



|                                                                                                                                                                                                                    |  | March 31, 2003 |           |   | December 31, 2002 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --------- | - | ----------------- | -
|                                                                                                                                                                                                                    |  | (unaudited)    |           |   |                   |  
|ASSETS                                                                                                                                                                                                              |  |                |           |   |                   |  
|Current assets:                                                                                                                                                                                                     |  |                |           |   |                   |  
|Cash and cash equivalents                                                                                                                                                                                           |  | $              | 625       |   |                   | $
|Accounts receivable, net of $1,325 and $412 allowance, respectively                                                                                                                                                 |  |                | 40,868    |   |                   |  
|Inventories                                                                                                                                                                                                         |  |                | 72,240    |   |                   |  
|Prepaid expenses and other assets                                                                                                                                                                                   |  |                | 6,087     |   |                   |  
|                                                                                                                                                                                                                    |  |                |           |   |                   |  
|Total current assets                                                                                                                                                                                                |  |                | 119,820   |   |                   |  
|Property, plant and equipment, net                                                                                                                                                                                  |  |                | 167,832   |   |                   |  
|Goodwill and other intangible assets, net                                                                                                                                                                           |  |                | 901,553   |   |                   |  
|Other assets                                                                                                                                                                                                        |  |                | 32,321    |   |                   |  
|                                                                                                                                                                                                                    |  |                |           |   |                   |  
|Total assets                                                                                                                                                                                                        |  | $              | 1,221,526 |   |                   | $
|                                                                                                                                                                                                                    |  |                |           |   |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                |  |                |           |   |                   |  
|Current liabilities:                                                                                                                                                                                                |  |                |           |   |                   |  
|Current maturities of long-term debt                                                                                                                                                                                |  | $              | 43,269    |   |                   | $
|Accounts payable                                                                                                                                                                                                    |  |                | 30,066    |   |                   |  
|Accumulated preferred dividends payable                                                                                                                                                                             |  |                | 3,297     |   |                   |  
|Accrued liabilities                                                                                                                                                                                                 |  |                | 65,941    |   |                   |  
|                                                                                                                                                                                                                    |  |                |           |   |                   |  
|Total current liabilities                                                                                                                                                                                           |  |                | 142,573   |   |                   |  
|Senior secured term debt                                                                                                                                                                                            |  |                | 454,113   |   |                   |  
|Senior secured revolving debt facility                                                                                                                                                                              |  |                | 148,100   |   |                   |  
|Senior unsecured debt from related parties                                                                                                                                                                          |  |                | 22,102    |   |                   |  
|Senior subordinated notes                                                                                                                                                                                           |  |                | 401,279   |   |                   |  
|Capital lease obligations                                                                                                                                                                                           |  |                | 1,737     |   |                   |  
|Other liabilities                                                                                                                                                                                                   |  |                | 14,968    |   |                   |  
|                                                                                                                                                                                                                    |  |                |           |   |                   |  
|Total liabilities                                                                                                                                                                                                   |  |                | 1,184,872 |   |                   |  
|                                                                                                                                                                                                                    |  |                |           |   |                   |  
|Commitments and contingent liabilities                                                                                                                                                                              |  |                |           |   |                   |  
|Stockholders equity:                                                                                                                                                                                               |  |                |           |   |                   |  
|Preferred stock, $0.01 par value; 25,000,000 shares authorized; 3,750,000 shares, Series
A Convertible Cumulative, issued and outstanding, with a liquidation preference value of $18,297 and $17,939, respectively |  |                | 37        |   |                   |  
|Common stock, $0.01 par value; 250,000,000 shares authorized; 77,155,022 and 77,155,622
shares issued, respectively                                                                                                 |  |                | 772       |   |                   |  
|Paid-in capital                                                                                                                                                                                                     |  |                | 684,773   |   |                   |  
|Accumulated deficit                                                                                                                                                                                                 |  |                | (648,928  | ) |                   |  
|Accumulated other comprehensive loss                                                                                                                                                                                |  |                |          |   |                   |  
|                                                                                                                                                                                                                    |  |                |           |   |                   |  
|Total stockholders equity                                                                                                                                                                                          |  |                | 36,654    |   |                   |  
|                                                                                                                                                                                                                    |  |                |           |   |                   |  
|Total liabilities and stockholders equity                                                                                                                                                                          |  | $              | 1,221,526 |   |                   | $
|                                                                                                                                                                                                                    |  |                |           |   |                   |  



See
accompanying notes to consolidated financial statements.



2



---

AURORA FOODS INC.



CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share amounts)

(unaudited)



|                                                                                                                   |  | Three Months Ended March 31, |         
|------------------------------------------------------------------------------------------------------------------ |  | ---------------------------- | --------
|                                                                                                                   |  | 2003                         |         
|Net sales                                                                                                          |  | $                            | 190,207 
|Cost of goods sold                                                                                                 |  |                              | (117,877
|                                                                                                                   |  |                              |         
|Gross profit                                                                                                       |  |                              | 72,330  
|                                                                                                                   |  |                              |         
|Brokerage, distribution and marketing expenses:                                                                    |  |                              |         
|Brokerage and distribution                                                                                         |  |                              | (26,757 
|Consumer marketing                                                                                                 |  |                              | (4,778  
|                                                                                                                   |  |                              |         
|Total brokerage, distribution and marketing expenses                                                               |  |                              | (31,535 
|Amortization of intangibles                                                                                        |  |                              | (3,299  
|Selling, general and administrative expenses                                                                       |  |                              | (15,690 
|                                                                                                                   |  |                              |         
|Total operating expenses                                                                                           |  |                              | (50,524 
|                                                                                                                   |  |                              |         
|Operating income                                                                                                   |  |                              | 21,806  
|Interest and financing expenses:                                                                                   |  |                              |         
|Interest expense, net                                                                                              |  |                              | (24,021 
|Adjustment to value of derivatives                                                                                 |  |                              | (893    
|Amortization of discount, premium and financing costs                                                              |  |                              | (1,199  
|                                                                                                                   |  |                              |         
|Total interest and financing expenses                                                                              |  |                              | (26,113 
|                                                                                                                   |  |                              |         
|Loss before income taxes and cumulative effect of change in accounting                                             |  |                              | (4,307  
|Income tax benefit                                                                                                 |  |                              |        
|                                                                                                                   |  |                              |         
|Net loss before cumulative effect of change in accounting                                                          |  |                              | (4,307  
|Cumulative effect of change in accounting, net of tax of $82,237                                                   |  |                              |        
|                                                                                                                   |  |                              |         
|Net loss                                                                                                           |  |                              | (4,307  
|Preferred dividends                                                                                                |  |                              | (358    
|                                                                                                                   |  |                              |         
|Net loss available to common stockholders                                                                          |  | $                            | (4,665  
|                                                                                                                   |  |                              |         
|Basic and diluted loss per share available to common stockholders before cumulative
effect of change in accounting |  | $                            | (0.06   
|Cumulative effect of change in accounting, net of tax                                                              |  |                              |        
|                                                                                                                   |  |                              |         
|Basic and diluted loss per share available to common stockholders                                                  |  | $                            | (0.06   
|                                                                                                                   |  |                              |         
|Weighted average number of shares outstanding                                                                      |  |                              | 77,155  
|                                                                                                                   |  |                              |         



See
accompanying notes to consolidated financial statements.



3



---

AURORA FOODS INC.



CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

(in thousands)

(unaudited)



|                                |  | Preferred Stock |    | Common Stock |   | Additional Paid-in Capital |  | Accumulated Deficit |         |  | Accumulated Other Comprehensive Loss |          |   | Total |  
|------------------------------- |  | --------------- | -- | ------------ | - | -------------------------- |  | ------------------- | ------- |  | ------------------------------------ | -------- | - | ----- | -
|Balance at December 31, 2002    |  | $               | 37 |              | $ | 772                        |  | $                   | 684,773 |  | $                                    | (644,263 | ) |       | $
|Net loss                        |  |                 |   |              |   |                           |  |                     |        |  |                                      | (4,307   | ) |       |  
|Cumulative preferred dividends  |  |                 |   |              |   |                           |  |                     |        |  |                                      | (358     | ) |       |  
|Net deferred hedging adjustment |  |                 |   |              |   |                           |  |                     |        |  |                                      |         |   |       |  
|                                |  |                 |    |              |   |                            |  |                     |         |  |                                      |          |   |       |  
|Balance at March 31, 2003       |  | $               | 37 |              | $ | 772                        |  | $                   | 684,773 |  | $                                    | (648,928 | ) |       | $
|                                |  |                 |    |              |   |                            |  |                     |         |  |                                      |          |   |       |  



See
accompanying notes to consolidated financial statements.



4



---



AURORA FOODS
INC.



CONSOLIDATED STATEMENTS OF CASH
FLOWS

(in thousands)

(unaudited)



|                                                                     |  | Three Months Ended March 31, |        
|-------------------------------------------------------------------- |  | ---------------------------- | -------
|                                                                     |  | 2003                         |        
|Cash flows from operations:                                          |  |                              |        
|Net loss                                                             |  | $                            | (4,307 
|Cumulative effect of change in accounting, net of tax                |  |                              |       
|Adjustments to reconcile net loss to cash from operating activities: |  |                              |        
|Depreciation                                                         |  |                              | 5,394  
|Amortization                                                         |  |                              | 4,498  
|Deferred income taxes                                                |  |                              |       
|Recognition of loss on derivatives                                   |  |                              | 893    
|Non-cash interest expense                                            |  |                              | 1,415  
|Other, net                                                           |  |                              | (15    
|Changes to operating assets and liabilities:                         |  |                              |        
|Receivables                                                          |  |                              | (7,346 
|Inventories                                                          |  |                              | 22,440 
|Prepaid expenses and other assets                                    |  |                              | (7,213 
|Accounts payable                                                     |  |                              | (15,530
|Accrued expenses                                                     |  |                              | 5,616  
|Other non-current liabilities                                        |  |                              | (1,309 
|                                                                     |  |                              |        
|Net cash provided by operations                                      |  |                              | 4,536  
|                                                                     |  |                              |        
|Cash flows from investing activities:                                |  |                              |        
|Asset additions                                                      |  |                              | (1,920 
|                                                                     |  |                              |        
|Net cash used for investment activities                              |  |                              | (1,920 
|                                                                     |  |                              |        
|Cash flows from financing activities:                                |  |                              |        
|Senior secured revolving (repayments) borrowings, net                |  |                              | (5,500 
|Repayment of borrowings                                              |  |                              | (10,788
|Change in accounts receivable sold                                   |  |                              | 1,421  
|Other, net                                                           |  |                              | (28    
|                                                                     |  |                              |        
|Net cash (used for) provided by financing activities                 |  |                              | (14,895
|                                                                     |  |                              |        
|(Decrease) increase in cash and cash equivalents                     |  |                              | (12,279
|Cash and cash equivalents, beginning of period                       |  |                              | 12,904 
|                                                                     |  |                              |        
|Cash and cash equivalents, end of period                             |  | $                            | 625    
|                                                                     |  |                              |        



See
accompanying notes to consolidated financial statements.



5



---



AURORA FOODS
INC.



NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS

March 31, 2003

(unaudited)



NOTE 1BASIS OF PRESENTATION



Interim Financial Statements



The interim financial statements of the Company included herein have not been audited by independent accountants. The statements include all adjustments, including 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. Certain prior period amounts have been reclassified to conform to the current periods presentation.



For further information, reference should be made to the
financial statements of the Company and notes thereto included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2002.





The Company



The Company has acquired premium, well recognized brands with
strong brand equity that had been undermarketed, undermanaged, non-core businesses to their previous corporate parents. The Companys objective has been to renew the growth of its brands by giving them the focus, strategic direction, product
development, and dedicated sales and marketing resources they had lacked. Each of the Companys brands is a leading brand with significant market share and strong consumer awareness. The Company primarily competes in the following three
industry segments: retail, food service and other distribution channels. The Companys products are sold nationwide, primarily through food brokers to supermarkets, wholesale and retail grocery accounts and other retail channels, as well as
food service distribution channels (restaurant chains, business/industry and schools) and club store, private label and military customers. Distribution is either directly to the customer or through independent wholesalers and distributors.





Divestitures



The
Companys previously announced divestiture process is continuing with interested parties. Due to the uncertainty inherent in the divestiture process, the Company cannot assure that it will be able to reach final ageements to sell one or more of
its lines of business, nor can it guarantee that cash proceeds from the asset sales, if they were to occur, would be sufficient to meet all required debt repayments. Also see Note 10.



As of March 31, 2003, the Company had incurred and deferred in other assets approximately $1.8 million of
related legal, accounting and investment banking costs related to this process. Such costs will be included in the costs of a divestiture or expensed if no divestiture is completed.





Liquidity



The Company continues to be highly leveraged. As of March 31,
2003, the Company had outstanding, approximately $1.07 billion in aggregate principal indebtedness for borrowed money, and had approximately $27.0 million of cash and available borrowing capacity under its revolving credit and accounts receivable
sales facilities. 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 senior secured credit facilities based on
changes in prevailing interest rates. This leverage may, among other things, affect the ability of the Company to fund its operating and capital expenditure requirements, obtain additional financing, or adjust to changing market conditions. Based on
the Companys plans, management believes that cash generated from operations as well as cash available under its revolving credit agreement and its receivable sales facility will be adequate in 2003 to fund its operating and capital expenditure
requirements and its debt service obligations.



6



---





Accounting Changes



On January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142 (FAS 142), Goodwill and Other Intangible Assets. FAS 142 generally requires that (1) recorded
amounts of goodwill no longer be amortized on a prospective basis, (2) the amount of goodwill recorded on the balance sheet of the Company be evaluated annually for impairment using a two-step method, (3) other identifiable intangible assets be
categorized as to whether they have indefinite or finite lives, (4) intangibles having indefinite lives no longer be amortized on a prospective basis, and (5) the amount of intangibles having indefinite lives on the balance sheet of the Company be
evaluated annually for impairment using a one-step method. As a result, the Company recorded an impairment charge of $167.4 million, net of tax of $82.2 million, effective January 1, 2002.





Stock Option Plans



At March 31, 2003, the Company has two stock-based employee
compensation plans. The Company accounts for those plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25 (APB 25 ), Accounting for Stock Issued to Employees, and its related interpretations.
No stock-based employee compensation costs are reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the
effect on net income and earnings per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards No. 123 (FAS 123), Accounting for Stock Based Compensation, to stock-based
employee compensation (in thousands, except per share).



|                                                                                                                                    |  | Three months ended March 31, |       
|----------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------
|                                                                                                                                    |  | 2003                         |       
|Reported net loss available to common stockholders                                                                                  |  | $                            | (4,665
|Total stock-based employee compensation expense determined under fair value based method
for all awards, net of tax effects in 2002 |  |                              | (686  
|                                                                                                                                    |  |                              |       
|Pro forma net loss available to common stockholders                                                                                 |  | $                            | (5,351
|                                                                                                                                    |  |                              |       
|Reported diluted loss per share available to common stockholders                                                                    |  | $                            | (0.06 
|                                                                                                                                    |  |                              |       
|Pro forma diluted loss per share available to common stockholders                                                                   |  | $                            | (0.07 
|                                                                                                                                    |  |                              |       





NOTE 2ACCOUNTS RECEIVABLE



Accounts receivable at March 31, 2003 and December 31, 2002 are stated net of the proceeds received from the sale of accounts receivable
pursuant to the Companys accounts receivable sales facility in the amounts of $16.3 million and $14.8 million, respectively. The Companys accounts receivable sales facility currently ends on September 30, 2003.



7



---



NOTE 3INVENTORIES



Inventories net of reserves of $5.4 million
and $9.9 million, respectively, consist of the following (in thousands):



|                             |  | March 31, 2003 |  | December 31, 2002
|---------------------------- |  | -------------- |  | -----------------
|                             |  | (unaudited)    |  |                  
|Raw materials                |  | $  8,827       |  | $11,966          
|Work in process              |  | 223            |  | 281              
|Finished goods               |  | 56,111         |  | 75,480           
|Packaging and other supplies |  | 7,079          |  | 6,953            
|                             |  |                |  |                  
|                             |  | $72,240        |  | $94,680          
|                             |  |                |  |                  



NOTE 4EARNINGS
PER SHARE AND NUMBER OF COMMON SHARES OUTSTANDING



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), the outstanding Convertible Cumulative Preferred Stock and common stock warrants. The Company has had
net losses available to common stockholders in each period, therefore the impact of these potentially dilutive common shares has been antidilutive and excluded from the determination of diluted loss per share. The net loss available to common
stockholders and the weighted average shares outstanding contained in the statements of operations were used to compute both the basic and diluted loss per share.



Common shares outstanding



The number of shares of common stock outstanding and the transactions during the three month period ended March 31, 2003 were as follows:



|                                               |  | Common Stock Outstanding
|---------------------------------------------- |  | ------------------------
|Shares at December 31, 2002                    |  | 77,155,622              
|Forfeiture of unvested restricted stock awards |  | (600)                   
|                                               |  |                         
|Shares at March 31, 2003                       |  | 77,155,022              
|                                               |  |                         



NOTE 5SEGMENT
INFORMATION



The Company groups its business
in three operating segments: retail, food service and other distribution channels. Many of the Companys brands are sold through two or more of the segments. The retail distribution segment includes all of the Companys brands and products
sold to customers who sell or distribute these products to consumers through supermarkets, grocery stores and normal grocery retail outlets. The food service segment includes both branded and non-branded products sold to customers such as
restaurants, business/industry and schools. The other distribution channels segment includes sales of branded and private label products to club stores, the military, mass merchandisers, convenience, drug, discount and chain stores, as well as
exports from the United States.



8



---



The
Companys definition of segment contribution differs from operating income as presented in its primary financial statements and a reconciliation of the segmented and consolidated results is provided in the following table. Interest expense,
financing costs and income tax amounts are not allocated to the operating segments.



The Companys assets are not managed or maintained on a segmented basis. Property, plant and equipment is used in the production and packaging of products for each of the segments. Cash, accounts
receivable, prepaid expenses and other assets are maintained and managed on a consolidated basis and generally do not pertain to any particular segment. Inventories include primarily raw materials and packaged finished goods, which in most
circumstances are sold through any or all of the segments. The Companys goodwill and other intangible assets, which include its tradenames, are used by and pertain to the activities and brands sold across all of its segments. As no
segmentation of the Companys assets, depreciation expense (included in fixed manufacturing costs and general and administrative expenses) or capital expenditures is maintained by the Company, no allocation of these amounts has been made solely
for purposes of segment disclosure requirements.



Results for the first quarter of 2002 include adjustments of $20.1 million principally from changes in estimates. These adjustments consisted primarily of net sales adjustments of $17.7 million, principally for trade promotion costs,
along with a charge to cost of sales of approximately $1 million for unresolved inventory disputes and $1.1 million charged to selling, general and administrative costs, principally associated with executive severance.



The following table presents a summary of operations by
segment (in thousands):



|                                               |  | Three months ended March 31, |        
|---------------------------------------------- |  | ---------------------------- | -------
|                                               |  | 2003                         |        
|                                               |  | (unaudited)                  |        
|Net sales:                                     |  |                              |        
|Retail                                         |  | $                            | 146,428
|Foodservice                                    |  |                              | 14,314 
|Other                                          |  |                              | 29,465 
|                                               |  |                              |        
|Total                                          |  | $                            | 190,207
|                                               |  |                              |        
|Segment contributions and operating income:    |  |                              |        
|Retail                                         |  | $                            | 49,280 
|Foodservice                                    |  |                              | 5,545  
|Other                                          |  |                              | 7,295  
|                                               |  |                              |        
|Segment contribution                           |  |                              | 62,120 
|Fixed manufacturing costs                      |  |                              | (21,325
|Amortization of goodwill and other intangibles |  |                              | (3,299 
|Selling, general and administrative expenses   |  |                              | (15,690
|                                               |  |                              |        
|Operating income                               |  | $                            | 21,806 
|                                               |  |                              |        



NOTE
6LITIGATION AND CONTINGENCIES



The
Company is a defendant in an action filed by a former employee in the U. S. District Court in the Eastern District of Missouri. The plaintiff alleged breach of contract, fraud and negligent misrepresentation as well as state law securities claims,
and alleged damages in the amount of $3.7 million. In the first quarter of 2002, the plaintiffs federal and state securities law claims were dismissed and the remaining claims were remanded to the Circuit Court for the City of St. Louis. Since
the remand, the plaintiff has added claims for breach of contract and fiduciary duty, and for negligent misrepresentation and tortious interference with business expectancy. The case is set for trial in September 2003. The Company intends to defend
the claims vigorously.



9



---

The Company is also subject to litigation in the ordinary course of business. In the
opinion of management, the ultimate outcome of any existing litigation would not have a material adverse effect on the Companys financial condition, results of operations or cash flows.



NOTE 7PREFERRED STOCK AND PREFERRED DIVIDENDS



Dividends on the outstanding Series A Convertible Cumulative
Preferred Stock are being accrued each period, but are not being paid in cash. Preferred dividends may be paid in additional preferred stock until such time as the restrictions on payment of dividends contained in the senior secured debt agreements
are no longer in effect, at which time the Company will determine whether future dividends will be paid in cash or additional shares of preferred stock.



NOTE 8DERIVATIVE INSTRUMENTS



During the three month period ended March 31, 2003, the Company recorded additional expense of approximately $0.9 million associated with
the change in value of its interest rate collar agreement which the Company has determined is not an effective hedge under FAS 133. The change in value of this instrument was primarily due to lower expected future LIBOR rates used to compute the net
liability to the Company. This agreement expires in November 2004. At March 31, 2003, the Companys net liability reflected in the accompanying balance sheet associated with this interest rate derivative was approximately $13.1 million.



The Companys fixed to floating interest
rate swap, agreement with a notional principal amount of $150.0 million, expired on March 17, 2003, when the Company made a final payment to the counterparty of $1.7 million.



NOTE 9OTHER COMPREHENSIVE INCOME (LOSS)



The components of total comprehensive income (loss) for the three month periods ended March 31, 200 3 and
2002 were as follows (in thousands):



|                                                                              |  | Three months ended March 31, |       
|----------------------------------------------------------------------------- |  | ---------------------------- | ------
|                                                                              |  | 2003                         |       
|                                                                              |  | (unaudited)                  |       
|Net loss                                                                      |  | $                            | (4,307
|Other comprehensive income, net of tax:                                       |  |                              |       
|Income deferred on qualifying cash flow hedges                                |  |                              |      
|Reclassification adjustment for cash flow hedging losses realized in net
loss |  |                              | 900   
|                                                                              |  |                              |       
|Total other comprehensive income                                              |  |                              | 900   
|                                                                              |  |                              |       
|Total comprehensive loss                                                      |  | $                            | (3,407
|                                                                              |  |                              |       





10



---

NOTE 10DEBT



On February 21, 2003, the Companys Senior Secured Debt Facility was amended, the terms of which are
more fully described in the Companys annual report on Form 10-K for the year ended December 31, 2002. Among other provisions, the amendment:



| |  |  | provided for an excess leverage fee of 3.50% of the aggregate amount of term loan borrowings outstanding and the revolving credit facility on the amendment date.
Such fee will not be required if the Company receives net cash proceeds from the sale of assets of at least $100.0 million by June 30, 2003 and an additional $125.0 million by September 30, 2003, or failing to meet the June 30, 2003 requirement, if
aggregate net cash proceeds of $325.0 million are received by September 30, 2003; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provided for an asset sale fee of 1.75% of the average term loan borrowings outstanding and the revolving credit facility from the amendment date through February
10, 2004, if the Company has not received an aggregate of $325.0 million from the sale of assets by March 31, 2004;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provided that any excess leverage or asset sale fees that become payable will be paid at the earlier of the time of sale of assets from cash proceeds, or on June 30,
2005.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If the Company fails to meet
the asset proceeds requirements above, the amounts payable to the senior lenders for the excess leverage and asset sale fees could total as much as approximately $36.0 million; $12.0 million for each of the three missed requirements. At March 31,
2003 the Company had not received any net cash proceeds from the sale of assets. Since the Company has not yet met the requirements that would allow the Company to avoid paying these fees, the potential fees are being accrued over the remaining life
of the senior secured debt as additional interest expense. In the quarter ended March 31, 2003 the Company recorded interest expense and a non-current liability related to the fees of $1.4 million. If the Company does not meet the requirements to
avoid payment of the fees, the interest expense and liability recorded in 2003 will be approximately $10.9 million and the interest expense and additional liability to be recorded in 2004, 2005 and 2006 will be $12.0 million, $9.2 million and $3.5
million, respectively. At the time the Company meets any or all of the asset sale requirements, interest expense will be adjusted prospectively to reflect the reduction in the fees to be paid.



At March 31, 2003, the Company was in compliance with the
provisions of the senior secured debt agreement and its other debt agreements.



Note 11Income Taxes



No income tax benefit associated with the pretax losses has been recorded in 2003. Effective in the fourth quarter of 2002, the Company determined that no additional tax benefits would be recorded until such time as realization is
likely.



Note 12Plant Closure Reserves



In May, 2002, the Company announced its intention to
close its West Seneca, New York, Lenders bagel manufacturing facility. As a result of this decision, production at West Seneca ceased on May 31, 2002, with the formal closing on July 2, 2002. The closing resulted in the elimination of all 204
jobs. Impacted employees received severance pay in accordance with the Companys policies and union agreements. The Company recorded charges of $32.4 million during 2002 in connection with the shutdown of the West Seneca facility. The non-cash
portion of the charges was approximately $28.2 million and is attributable to the write-down of property, plant and equipment, with the remaining $4.2 million of cash costs related to severance and other employee related costs of $3.0 million, and
other costs necessary to maintain and dispose of the facility of $1.2 million. During the quarter ended March 31, 2003, the Company paid $0.1 million in severance and related costs and $0.5 million of other costs



11



---

related to closing and sale of the facility. No adjustments were made to recorded liabilities and the remaining liability of $0.1 million is
expected to be paid in the second quarter of 2003.



On October 30, 2002, the Company announced its intention to close its Yuba City, California facility where the Company manufactured specialty seafood and Chefs Choice products. As a result of this decision, production at the
Yuba City facility ceased in early 2003. The closing resulted in the elimination of all 155 jobs. Impacted employees received severance pay in accordance with the Companys policies. As a result the Company recorded a charge of $6.7 million
during the fourth quarter of 2002. The non-cash portion of the charge of approximately $4.9 million was attributable to the write-down of property, plant and equipment. The remaining $1.8 million of cash costs was related to severance and other
employee related costs of $0.9 million and other costs necessary to maintain and dispose of the facility of $0.9 million. During the quarter ended March 31, 2003, the Company paid $0.5 million in severance and other employee related costs and $0.1
million in facility related costs. No adjustments were made to recorded liabilities and a majority of the remaining liability of $1.2 million is expected to be paid during 2003.



NOTE 13Subsequent Events



On April 3, 2003, the Company announced that it had restructured its organization and reduced its corporate
staff by approximately 25%. Impacted employees will receive severance pay in accordance with the Companys policies. The Company expects the restructuring and staff reductions to result in a charge of approximately $7.0 million over future
quarters and estimates that the cash impact in 2003 will be approximately $5.0 million. Management expects annualized savings of approximately $10 million.



At the Companys May 6, 2003 Annual Meeting of Stockholders, all nominees for the Board of Directors were elected, authorization to
grant the Board of Directors the authority to effect a reverse stock split at one of three ratios as described in the proxy was approved and the proposed amendment to the Companys 2000 Equity Incentive Plan to increase the number of shares of
common stock for issuance under the Plan and to increase the number of shares that may be granted to any participant in any one calendar year was approved. Subsequent to the Annual Meeting of Stockholders, the Board of Directors approved a
one-for-twenty reverse stock split, implementation of which is contingent upon New York Stock Exchange acceptances of the Companys plans to cure its other listing deficiencies relating to market capitalization and total stockholders
equity.



In early May, 2003, the Companys
production facility in Jackson, Tennessee, was damaged by a tornado. The damage is covered by insurance and has not resulted in any significant impact on shipments, customer service or production.



12



---

ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Reference is made to the Notes to Financial
Statements and Managements Discussion and Analysis of Financial Condition and Results of Operations presented in the Companys Annual Report on Form 10-K for the year ended December 31, 2002.



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 Consolidated Financial Statements and Notes to the Consolidated Financial Statements in Item 1 included herein.
Unless otherwise noted, periods (2003 and 2002) in this discussion refer to the Companys three month period ended on March 31.



The Company manages its business in three operating segments: retail, foodservice and other channels. The separate financial information
of each segment is presented consistently with the manner in which results are evaluated by the chief operating decision-maker in deciding how to allocate resources and in assessing performance.



Results for the first quarter of 2002 include adjustments of
$20.1 million principally from changes in estimates. These adjustments consisted primarily of net sales adjustments of $17.7 million, principally for trade promotion costs, along with a charge to cost of sales of approximately $1 million for
unresolved inventory disputes and $1.1 million charged to selling, general and administrative costs, principally associated with executive severance.



Net sales decreased $3.9 million or 2.0% to $190.2 million in 2003 from $194.1 million in 2002. The 2002 net sales included $17.7
million in net sales adjustments, principally for retail trade promotion costs which were a result of updated evaluations of the Companys reserves and assumptions for such costs. Total unit volume was down 9.3% during the 2003 quarter versus
the prior year. In the retail segment, volume declined 14.5% from the prior year, primarily in seafood, baking and syrup. Seafood and baking sales were lower primarily as a result of the timing of the Easter holiday as compared to the prior year and
due to increased competitive activity in baking. Syrup sales declined due to the impact of a transition to an everyday low price strategy. Net sales in other distribution channels increased $4.0 million principally as a result of new distribution of
certain seafood and bagel products.



Gross
profit increased $12.6 million to $72.3 million in 200 3 from $59.7 million in the prior year. Gross profit in 2003 as compared to 2002 was impacted by the decline in net sales and the net sales adjustments described above. Overall raw material
cost changes were not significant, as increases in certain agricultural commodities were offset by declines in seafood costs. Manufacturing efficiencies and cost savings from plant closures and the move of syrup production from contract
manufacturers to a Company owned facility in 2002 were partially offset by increased inventory reserves and fixed overhead costs expensed as a result of the significant inventory decline.



Brokerage and distribution expenses decreased slightly from the prior year as higher per unit freight
and warehousing costs, due to higher fuel costs and reduced inventory levels, were offset by reduced brokerage costs, principally due to the lower sales.



Consumer marketing expenses declined $4.9 million to $4.8 million in 2003 as compared to $9.7 million in 2002. This decrease was
due largely to reduced spending on seafood due to the timing of the Easter holiday and the fact that prior year spending had been higher to support the introduction of new products. In addition, coupon related costs were reduced for syrup products,
following the Companys change in pricing strategy, and baking related advertising costs were eliminated.



Amortization expense increased $0.9 million, primarily due to amortization of the Chefs Choice trademark, which was not being
amortized during 2002. During the fourth quarter of 2002, the Company determined that this trademark had a finite life and it is being amortized over a three year period.



Selling, general and administrative expenses decreased to $15 .7 million in 2003 from $17.3 million in
2002 primarily due to costs of executive severance in the prior year and reduction in costs for product development and



13



---

market research and share data, offset in part by a $0.9 million expense recorded to increase the
allowance for doubtful accounts.



Interest and
financing expenses.    Total interest and financing expenses increased to $26.1 million in 2003 from $24.2 million last year primarily as a result of $1.4 million of interest expense associated with potential additional
senior debt fees. See Note 10 to the Consolidated Financial Statements included in this Form 10-Q. A slight decrease in the net market adjustment associated with the Companys derivative instrument, which was not effective as a hedge as
determined by FAS 133, was offset by a slight increase in the amortization of discount, premium and financing costs.



Income tax benefit.    No income tax benefit was recorded in 2003. Effective in the fourth quarter of 2002, the
Company determined that no additional tax benefits would be recorded until such time as realization is likely.



Liquidity and Capital Resources



For the three months ended March 31, 2003, the Company generated $4.5 million from operations versus $5.7 million in the prior year. The cash provided by operations was about flat as a $16.9 million
improvement in the loss before income taxes and cumulative effect of change in accounting was offset by an $18.1 million change in cash used for working capital purposes, from $14.8 million provided by working capital in 2002 to a use for working
capital of $3.3 million in 2003.



Cash used for
asset additions declined to $1.9 million in 2003 from $5.5 million in the first quarter of 2002. There were no major capital expenditures in 2003, while 2002 included expenditures related to the move of syrup production to the Companys St.
Elmo, Illinois facility.



During the quarter
ended March 31, 2003, the Company repaid a total of $16.3 million of borrowings under its revolving credit facility and for scheduled senior secured debt repayments and had an increase in receivables sold under the receivables sales facility of $1.4
million.



The Company continues to be highly
leveraged. At May 6, 2003, the Company had outstanding approximately $1.07 billion in aggregate principal indebtedness for borrowed money and had approximately $32.0 million of cash and available borrowing capacity under its revolving credit and
accounts receivable sales facilities. 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 senior secured credit
facilities based on changes in prevailing interest rates. This leverage may, among other things, affect the ability of the Company to fund its operating and capital expenditure requirements, obtain additional financing, or adjust to changing market
conditions. Based on the Company s plans, management believes that cash generated from operations as well as cash available under its revolving credit agreement and its receivable sales facility will be adequate in 2003 to fund its operating
and capital expenditure requirements and its debt service obligations.



Interest Rate Agreements



At March 31, 2003 , the Company was party to an interest rate collar agreement. On March 17, 2003, the Companys fixed to floating interest rate swap agreement with a notional principal amount of $150.0 million expired. Risks
associated with the interest rate collar agreement includes those associated with changes in the market value and interest rates. The Company has determined that the interest rate collar agreement is not effective as a hedge under FAS 133 and
changes in its fair value are recognized in current period earnings. The Company is generally a beneficiary of lower interest rates. To reduce the risk associated with rising interest rates, the Company has entered into swap and collar agreements,
which have the effect of fixing the interest rates or limiting this risk on a portion of its variable rate debt. Conversely, when interest rates decline, the Company benefits, but on a reduced basis on the amounts subject to these interest rate
agreements. As the Companys debt financing portfolio has not changed significantly since December 31, 2002, the risks associated with fluctuations in market interest rates have not changed significantly in 2003 except to the extent that $150
million of variable rate debt is no longer subject to the interest rate swap which expired on March 17, 2003.



14



---



Plant Closure Reserves



In May, 2002, the Company announced
its intention to close its West Seneca, New York, Lenders bagel manufacturing facility. As a result of this decision, production at West Seneca ceased on May 31, 2002, with the formal closing on July 2, 2002. The closing resulted in the
elimination of all 204 jobs. Impacted employees received severance pay in accordance with the Companys policies and union agreements. The Company recorded charges of $32.4 million during 2002 in connection with the shutdown of the West Seneca
facility. The non-cash portion of the charges was approximately $28.2 million and is attributable to the write-down of property, plant and equipment, with the remaining $4.2 million of cash costs related to severance and other employee related costs
of $3.0 million, and other costs necessary to maintain and dispose of the facility of $1.2 million. During the quarter ended March 31, 2003, the Company paid $0.1 million in severance and related costs and $0.5 million of other costs related to
closing and sale of the facility. No adjustments were made to recorded liabilities and the remaining liability of $0.1 million is expected to be paid in the second quarter of 2003.



On October 30, 2002, the Company announced its intention to close its Yuba City, California facility where
the Company manufactured specialty seafood and Chefs Choice products. As a result of this decision, production at the Yuba City facility ceased in early 2003. The closing resulted in the elimination of all 155 jobs. Impacted employees received
severance pay in accordance with the Companys policies. As a result the Company recorded a charge of $6.7 million during the fourth quarter of 2002. The non-cash portion of the charge of approximately $4.9 million was attributable to the
write-down of property, plant and equipment. The remaining $1.8 million of cash costs was related to severance and other employee related costs of $0.9 million and other costs necessary to maintain and dispose of the facility of $0.9 million. During
the quarter ended March 31, 2003, the Company paid $0.5 million in severance and other employee related costs and $0.1 million in facility related costs. No adjustments were made to recorded liabilities and a majority of the remaining liability of
$1.2 million is expected to be paid during 2003.



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 constitute forward-looking statements and involve known and
unknown risks, 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 risks, uncertainties and other factors could include, among others: the Companys ability to successfully complete the amount and timing of required asset divestitures; changes in interest rates; the availability of funding for
operations; the ability of the Company to service its high level of indebtedness; the ability of management to implement a successful strategy; the ability of the Company to develop and maintain effective internal controls; the ability of the
Company to successfully integrate the Companys brands; the ability of the Company to reduce expenses; the ability of the Company to retain key personnel; the ability of the Company to retain key customers; the ability of the Company to
successfully introduce new products; the Companys success in increasing volume; the effectiveness of the Companys advertising campaigns; the ability of the Company to successfully leverage its brands; the ability of the Company to
develop and maintain effective distribution channels; the ability of the Company to grow and maintain its market share; the actions of the Companys competitors; general economic and business conditions; industry trends; demographics; raw
material costs; terms and development of capital; the ultimate outcome of asserted and unasserted claims against the Company; 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. Unless otherwise required by law, 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.



15



---

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



The Company has entered into interest rate swap and collar
agreements for non-trading purposes. At March 31, 2003, the Company was party to a single interest rate collar agreement, as its interest rate swap agreement with a notional principal amount of $150.0 million expired on March 17, 2003. Risks
associated with the collar agreement include those associated with changes in the market value and interest rates. The Company is generally a beneficiary of lower interest rates. To reduce the risk associated with rising interest rates, the Company
entered into swap and collar agreements, which have the effect of fixing the interest rates or limiting this risk on a portion of its variable rate debt. Conversely, when interest rates decline, the Company benefits, but on a reduced basis on the
amounts subject to these interest rate agreements. As the Companys debt financing portfolio has not changed significantly since December 31, 2002, the risks associated with fluctuations in market interest rates have not changed significantly
in 2003 except to the extent that $150 million of variable rate debt is no longer subject to the interest rate swap which expired on March 17, 2003.



ITEM 4: CONTROLS AND PROCEDURES



Within the 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the
participation of the Companys management, including the Companys chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to
Exchange Act 13a-14(c) and 15d-14(c). Based upon that evaluation, the chief executive officer and chief financial officer concluded that the Companys disclosure controls and procedures are effective in timely alerting them to material
information relating to the Company required to be included in the Companys periodic SEC filings.



There have not been any significant changes in the Companys internal controls or in other factors that could significantly affect
these controls, including any corrective actions with regard to significant deficiencies or material weaknesses, since the date of the Companys evaluation.



16



---

PART IIOTHER INFORMATION



ITEM 1: LEGAL PROCEEDINGS



The Company is a defendant in an action filed by a former employee in the U. S. District Court in the Eastern District of Missouri. The
plaintiff alleged breach of contract, fraud and negligent misrepresentation as well as state law securities claims, and alleged damages in the amount of $3.7 million. In the first quarter of 2002, the plaintiffs federal and state securities
law claims were dismissed and the remaining claims were remanded to the Circuit Court for the City of St. Louis. Since the remand, the plaintiff has added claims for breach of contract and fiduciary duty, and for negligent misrepresentation and
tortious interference with business expectancy. The case is set for trial in September 2003. The Company intends to defend the claims vigorously.



The Company is also subject to litigation in the ordinary course of business. In the opinion of management, the ultimate outcome of any
existing litigation would not have a material adverse effect on the Companys financial condition, results of operations or cash flows.



ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS



None



ITEM 3: DEFAULTS UPON SENIOR SECURITIES



None



ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None



ITEM 5: OTHER INFORMATION



None



17



---

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K



(a) Exhibits:



See Exhibit Index.



(b) Reports on Form 8-K during the quarter ended March 31,
2003:



|February 27, 2003 |  | Press release issued by Aurora Foods Inc. on February 26, 2003 announcing its
financial results for the fourth quarter and year ended December 31, 2002.
|----------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



18



---

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.



AURORA FOODS INC.By:

/S/    DALE F.
MORRISONDale F. Morrison Chairman of the Board and Interim Chief Executive Officer(Principal Executive Officer)By:

/S/    WILLIAM R. MCMANAMANWilliam R. McManaman Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting
Officer)




Date: May 14, 2003







19



---

CERTIFICATION



I, Dale F. Morrison, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Aurora Foods Inc.;
|-- |  | ------------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known
to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

By:

/S/    DALE F.
MORRISONDale F. Morrison Chairman of the Board and Interim Chief Executive Officer (Principal Executive
Officer)




Date: May 14, 2003



20



---

CERTIFICATION



I, William R. McManaman, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Aurora Foods Inc.;
|-- |  | ------------------------------------------------------------------------



|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known
to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

By:

/S/    WILLIAM R.
MCMANAMANWilliam R. McManaman Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting
Officer)




Date: May 14, 2003



21



---



EXHIBIT
INDEX



|Exhibit Number |  | Exhibit                                                                                                                
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------
|99             |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



22