<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                 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, 2000

                                       OR

[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
   EXCHANGE ACT OF 1934

   For the transition period from             to

                        Commission file number 333-50681

                               ----------------

                               AURORA FOODS INC.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                            <C>
                  Delaware                                      194-3303521
       (State or Other Jurisdiction of                         (IRS Employer
       Incorporation or Organization)                       Identification No.)
</TABLE>

                         1000 Union Station, Suite 300
                              St. Louis, MO 63103
          (Address of Principal Executive Office, Including Zip Code)

                                 (314) 241-0303
              (Registrant's Telephone Number, Including Area Code)

                               ----------------

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 Or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter Period that the
registrant was required to file such reports), and (2) has been subject to such
filing Requirements for the past 90 days. Yes [X] No [_]

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

<TABLE>
<CAPTION>
                                                                       Shares
                                                                    Outstanding
                                                                    May 12, 2000
                                                                    ------------
   <S>                                                              <C>
   Common stock, $0.01 par value...................................  67,049,811
</TABLE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                         PART I--FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

See pages 2 through 19.

                                       1
<PAGE>

                               AURORA FOODS INC.

                                 BALANCE SHEETS
                (dollars in thousands except per share amounts)

<TABLE>
<CAPTION>
                                                        March 31,   December 31,
                                                          2000          1999
                                                       -----------  ------------
                                                       (unaudited)
<S>                                                    <C>          <C>
                        ASSETS
                        ------
Current assets:
  Cash and cash equivalents........................... $      659    $      315
  Accounts receivable (net of $1,663 and $1,311
   allowance, respectively)...........................    103,826        96,332
  Inventories ........................................    118,950       123,967
  Prepaid expenses and other assets...................     23,165        21,876
  Current deferred tax assets.........................     17,338        17,338
                                                       ----------    ----------
    Total current assets..............................    263,938       259,828
  Property, plant and equipment, net..................    255,059       257,443
  Deferred tax asset..................................      9,792         2,357
  Goodwill and other intangible assets, net...........  1,294,358     1,294,995
  Asset held for sale.................................        800           800
  Other assets........................................     36,017        35,693
                                                       ----------    ----------
    Total assets...................................... $1,859,964    $1,851,116
                                                       ==========    ==========
         LIABILITIES AND STOCKHOLDER'S EQUITY
         ------------------------------------
Current liabilities:
  Senior secured term debt............................ $  565,812    $  571,571
  Senior secured revolving debt facility..............    170,600       105,600
  Senior subordinated notes...........................    402,000       402,049
  Accounts payable....................................     51,569        87,942
  Accrued liabilities.................................    107,266       105,192
                                                       ----------    ----------
    Total current liabilities.........................  1,297,247     1,272,354
  Other liabilities...................................      2,260         2,504
                                                       ----------    ----------
    Total liabilities.................................  1,299,507     1,274,858
                                                       ----------    ----------
Commitments and Contingencies
Stockholders' equity:
  Preferred stock, $0.01 par value; 25,000,000 shares
   authorized; no shares issued or outstanding........        --            --
  Common stock, $0.01 par value; 250,000,000 shares
   authorized; 67,049,811 shares issued and
   outstanding........................................        670           670
  Paid-in capital.....................................    648,254       648,254
  Promissory notes....................................       (323)         (323)
  Accumulated deficit.................................    (88,144)      (72,343)
                                                       ----------    ----------
    Total stockholders' equity........................    560,457       576,258
                                                       ----------    ----------
    Total liabilities and stockholders' equity........ $1,859,964    $1,851,116
                                                       ==========    ==========
</TABLE>

                See accompanying notes to financial statements.

                                       2
<PAGE>

                               AURORA FOODS INC.

                            STATEMENTS OF OPERATIONS
                    (in thousands except per share amounts)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                        -----------------------
                                                         March      March 31,
                                                        31, 2000      1999
                                                        --------  -------------
                                                                  (as restated)
<S>                                                     <C>       <C>
Net sales.............................................. $322,748    $254,264
Cost of goods sold.....................................  138,402     104,703
                                                        --------    --------
  Gross profit.........................................  184,346     149,561
                                                        --------    --------
Brokerage, distribution and marketing expenses:
  Brokerage and distribution...........................   38,733      21,930
  Trade promotions.....................................   77,745      69,508
  Consumer marketing...................................   32,160      21,677
                                                        --------    --------
Total brokerage, distribution and marketing expenses...  148,638     113,115
Amortization of goodwill and other intangibles.........   10,751       8,872
Selling, general and administrative expenses...........   12,061       7,568
Other financial, legal and accounting expenses.........    9,601         --
Transition expenses....................................    1,365       4,277
                                                        --------    --------
Total operating expenses...............................  182,416     133,832
                                                        --------    --------
  Operating income.....................................    1,930      15,729
Interest expense, net..................................   24,371      14,582
Amortization of deferred financing expense.............      708         396
Other bank and financing expenses......................       87          52
                                                        --------    --------
  Income (loss) before income taxes....................  (23,236)        699
Income tax expense (benefit)...........................   (7,435)        217
                                                        --------    --------
  Net income (loss).................................... $(15,801)   $    482
                                                        ========    ========
Basic and diluted income (loss) per share.............. $  (0.24)   $   0.01
                                                        ========    ========
Weighted average number of shares outstanding..........   67,050      67,016
                                                        ========    ========
</TABLE>


                See accompanying notes to financial statements.

                                       3
<PAGE>

                               AURORA FOODS INC.

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                 (in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                         Common Stock
                         -------------
                                       Additional
                                        Paid-in   Promissory Accumulated
                         Shares Amount  Capital     Notes      Deficit    Total
                         ------ ------ ---------- ---------- ----------- --------
<S>                      <C>    <C>    <C>        <C>        <C>         <C>
Balance at December 31,
 1999................... 67,050  $670   $648,254    $(323)    $(72,343)  $576,258
Net loss................    --    --         --       --       (15,801)   (15,801)
                         ------  ----   --------    -----     --------   --------
Balance at March 31,
 2000................... 67,050  $670   $648,254    $(323)    $(88,144)  $560,457
                         ======  ====   ========    =====     ========   ========
</TABLE>



                See accompanying notes to financial statements.

                                       4
<PAGE>

                               AURORA FOODS INC.

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                        -----------------------
                                                         March      March 31,
                                                        31, 2000      1999
                                                        --------  -------------
                                                                  (as restated)
<S>                                                     <C>       <C>
Cash flows from operating activities:
 Net income (loss)..................................... $(15,801)   $    482
 Adjustments to reconcile net income (loss) to cash
  provided by operating activities:
  Depreciation and amortization........................   17,484      12,148
  Deferred income taxes................................   (7,435)        217
  Change in assets and liabilities, net of effects of
   businesses acquired:
   Increase in accounts receivable.....................   (7,494)     (2,647)
   Decrease in inventories.............................    5,016       4,020
   Increase in prepaid expenses and other assets.......   (1,373)     (6,550)
   Increase (decrease) in accounts payable.............  (36,572)        451
   Decrease in accrued liabilities.....................   (7,134)     (9,058)
   Decrease in other noncurrent liabilities............     (244)        --
                                                        --------    --------
    Net cash used in operating activities..............  (53,553)       (937)
                                                        --------    --------
Cash flows from investing activities:
 Additions to property, plant and equipment............   (3,536)     (6,404)
 Changes to other non-current assets and liabilities...   (1,640)     (1,648)
 Payment for acquisition of business...................      (36)    (15,280)
                                                        --------    --------
    Net cash used in investing activities..............   (5,212)    (23,332)
                                                        --------    --------
Cash flows from financing activities:
  Proceeds from senior secured revolving and term
   debt................................................   65,000      29,150
  Repayment of borrowings..............................   (5,759)     (5,000)
  Capital contributions, net of officer promissory
   notes...............................................      --           17
  Debt issuance and equity raising costs...............     (132)        --
                                                        --------    --------
    Net cash provided by financing activities..........   59,109      24,167
                                                        --------    --------
Increase (decrease) in cash and cash equivalents.......      344        (102)
Cash and cash equivalents, beginning of period.........      315         354
                                                        --------    --------
Cash and cash equivalents, end of period............... $    659    $    252
                                                        ========    ========
</TABLE>

                See accompanying notes to financial statements.

                                       5
<PAGE>

                               AURORA FOODS INC.
                       NOTES TO THE FINANCIAL STATEMENTS

NOTE 1--BASIS OF PRESENTATION

Restatements

   Prior to the issuance of the Aurora Foods Inc. (the "Company") financial
statements as of and for the year ended December 31, 1999, it was determined
that the results reported in the Company's Form 10-K as of and for the year
ended December 31, 1998 as well as the interim results reported in the
Company's Forms 10-Q as of and for the periods ended September 30, 1998, March
31, 1999, June 30, 1999 and September 30, 1999 were misstated. Upon further
investigation, it was determined that liabilities that existed for certain
trade promotion and marketing activities and other expenses (primarily sales
returns and allowances, distribution and consumer marketing) were not properly
recognized as liabilities and that certain assets were overstated (primarily
accounts receivable, inventories and fixed assets). In addition, certain
activities were improperly recognized as sales. As a result, the financial
statements as of and for the year ended December 31, 1998 as well as the
quarterly financial data as of and for the interim periods ended September 30,
1998, March 31, 1999, June 30, 1999 and September 30, 1999 have been restated.
The restated financial statements as of and for the three months ended March
31, 1999, have been included in the condensed consolidated financial statements
included herein.

   For the three months ended March 31, 1999, these misstatements primarily
understated trade promotions expense by $8.1 million, overstated net sales by
$6.8 million, overstated brokerage and distribution expense by $2.7 million and
understated cost of goods sold by $0.6 million. After adjusting for the
misstatements, the Company recalculated its income tax provision reducing
income tax expense by $4.9 million.

   A summary of the effects of the restatement is set forth in Note 9.

   The restatements are a result of an investigation conducted by a special
committee (the "Special Committee") formed by the Company's Board of Directors.
The Special Committee retained legal counsel, which retained an independent
accounting firm to assist in the investigation. The Board of Directors has
determined that the Special Committee's role in the investigation has been
concluded. All further matters related to this investigation will be addressed
by the Board of Directors. The Company has been incurring, and continues to
incur, charges in connection with investigating these matters. In addition, as
a result of the restatements, the Company was in default of a number of
provisions of its credit agreement and is in default under its senior
subordinated notes indentures (see Note 5). The Company has been incurring, and
continues to incur, financial, legal and accounting expenses, charges to obtain
waivers on its defaults and other charges related to amending its financing
facilities. These charges are expensed when incurred and reflected in the
Company's statements of operations.

Interim Financial Statements

   The interim financial statements of the Company, included herein, have not
been audited by independent accountants. The statements include all
adjustments, such as normal recurring accruals, which management considers
necessary for a fair presentation of the financial position and operating
results of the Company for the periods presented. The statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared in conformity
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. The operating results for interim
periods are not necessarily indicative of results to be expected for an entire
year. 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 Aurora Foods Inc. for the year ended December 31, 1999.

                                       6
<PAGE>

The Company

   The Company was incorporated in Delaware on June 19, 1998, as the successor
to Aurora Foods Holdings Inc. ("Holdings") and its subsidiary, AurFoods
Operating Co., Inc. (formerly known as Aurora Foods Inc.) ("AurFoods"), both of
which were incorporated in Delaware in December 1996. AurFoods was wholly-owned
by Holdings, which in turn was wholly-owned by MBW Investors LLC ("MBW LLC").
AurFoods was formed for the purpose of acquiring the Mrs. Butterworth's(R)
syrup business ("MBW") from Conopco, Inc., a subsidiary of Unilever United
States, Inc. ("Conopco" or the "Predecessor"). AurFoods subsequently acquired
the Log Cabin(R) syrup business ("LC") from Kraft Foods, Inc. ("Kraft") in July
1997 and the Duncan Hines(R) baking mix business ("DH") from The Procter &
Gamble Company ("P&G") in January 1998.

   Van de Kamp's, Inc. ("VDK") was a wholly-owned subsidiary of VDK Holdings,
Inc., a Delaware corporation ("VDK Holdings"), and was incorporated in Delaware
in July 1995 for the purpose of acquiring the Van de Kamp's(R) frozen seafood
and frozen dessert businesses from The Pillsbury Company in September 1995. VDK
then acquired the Mrs. Paul's(R) frozen seafood business from the Campbell Soup
Company in May 1996 and the Aunt Jemima(R) frozen breakfast and Celeste(R)
frozen pizza businesses from Quaker Oats in July 1996. VDK Holdings was wholly-
owned by VDK Foods LLC ("VDK LLC"). On April 8, 1998, MBW LLC and VDK LLC
formed Aurora/VDK LLC ("New LLC"). MBW LLC contributed all of the capital stock
of Holdings and VDK LLC contributed all of the capital stock of VDK Holdings to
New LLC (the "Contribution").

   On July 1, 1998, Holdings, AurFoods, VDK Holdings and VDK merged with and
into the Company, and the Company consummated an initial public offering of
12,909,372 shares of its Common Stock (the "IPO"). Concurrently with the IPO,
New LLC also sold 1,590,628 shares of the Company's Common Stock to the public
at a price of $21.00 per share. The sale of stock by New LLC and the IPO are
together herein referred to as the "Equity Offerings." Also, concurrently with
the IPO, the Company issued $200.0 million aggregate principal amount of 8.75%
senior subordinated notes due 2008 (the "New Notes") and borrowed
$225.0 million of senior secured term debt and $99.0 million out of a total of
$175.0 million of available senior secured revolving debt.

   On April 1, 1999, the Company acquired 100% of the stock in Sea Coast Foods,
Inc. ("Seacoast") for a purchase price of $51.2 million, subject to adjustment
based on an "earn-out" clause, from Galando Investment Limited Partnership,
Carey-On Limited Partnership, Joseph A. Galando, Barbara J. Galando, Stanley J.
Carey and Mary K. Carey. Seacoast markets the line of Chef's Choice(R) frozen
skillet meals.

   On November 1, 1999, the Company acquired all the assets and certain
liabilities of the Lender's Bagel business ("Lender's") for a purchase price of
$275.5 million from The Eggo Company, a subsidiary of the Kellogg Company
("Kellogg's"). Concurrently with the acquisition of Lender's, the Company
borrowed $275.0 million of senior secured term debt under its senior credit
facilities.

   The Company has acquired premium, well recognized brands with strong brand
equity that have been undermarketed and undermanaged in recent years and have
become non-core businesses to their corporate parents. The Company's objective
is to renew the growth of its brands by giving them focus, strategic direction,
marketing resources and a dedicated sales and marketing organization. The
Company then sustains the growth of the brands with high levels of marketing
support directed towards consumer promotions, new products and new packaging.
Each of the Company's brands is a leading national brand with significant
market share and strong consumer awareness. The Company competes in two
segments of the food industry, dry grocery and frozen food, and sells its
products nationwide to supermarkets and other retail channels. The Company
sells its products through food brokers to wholesale and retail grocery
accounts. The products are distributed either directly to the customer or
through independent wholesalers. The Company also sells its syrup and frozen
food products in the foodservice distribution channel. Foodservice customers
include military bases, restaurant chains and business/industry.

                                       7
<PAGE>

   The company groups its brands into two general divisions: dry grocery
division and frozen food division. The dry grocery division includes Duncan
Hines(R) brand baking mix products and Mrs. Butterworth's(R) and Log Cabin(R)
brand syrup products. The frozen food division includes Van de Kamp's(R) and
Mrs. Paul's(R) frozen seafood products, Aunt Jemima(R) frozen breakfast
products, Celeste(R) frozen pizza products, Chef's Choice(R) frozen skillet
meals and Lender's(R) bagel products.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES

   The policies utilized by the Company in the preparation of the consolidated
financial statements conform to generally accepted accounting principles and
require management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses and the disclosure of
contingent assets and liabilities. Actual amounts could differ from these
estimates and assumptions. The Company uses the accrual basis of accounting in
the preparation of its financial statements.

Fiscal Year

   The Company's fiscal year ends on December 31. Certain prior year amounts
have been reclassified to conform with the current year's presentation.

Principles of Consolidation

   The Consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary. All significant intercompany transactions are
eliminated.

Cash and Cash Equivalents

   The Company considers all highly liquid financial instruments with original
maturities of three months or less to be cash equivalents.

Inventories

   Inventories are stated at the lower of cost or market value. Cost is
determined using the first-in first-out (FIFO) method. Inventories include the
cost of the Company's raw materials, packaging, labor and manufacturing
overhead.

Property, Plant and Equipment

   Property, plant and equipment is stated at cost less accumulated
depreciation. Depreciation is computed using the straight-line method over the
estimated useful lives of the individual assets ranging from three to thirty
years. Costs that improve an asset or extend its useful life are capitalized,
while repairs and maintenance costs are expensed as incurred.

   Depreciable lives for major classes of assets are as follows:

<TABLE>
   <S>                                                               <C>
   Computers........................................................   3-5 years
   Furniture and fixtures...........................................   2-8 years
   Machinery and equipment.......................................... 10-15 years
   Buildings and improvements....................................... 20-30 years
</TABLE>

Goodwill and Other Intangible Assets

   Goodwill and other intangible assets include goodwill, trademarks and
various identifiable intangible assets purchased by the Company. Goodwill,
which represents the excess of cost over the net tangible assets of acquired
businesses, is being amortized over forty years using the straight-line method.
Other intangible assets, which include the costs of trademarks and other
identifiable intangibles, are being amortized using the straight-line method
over periods ranging from five to forty years.

                                       8
<PAGE>

Impairment of Long-Lived Assets

   Upon commencement of operations, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 121 ("SFAS 121"), Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of. SFAS 121 requires the Company to review long-lived assets and
certain identifiable intangibles for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The assessment of impairment is based on the estimated
undiscounted future cash flows from operating activities compared with the
carrying value of the assets. If the undiscounted future cash flows of an asset
are less than the carrying value, a write-down would be recorded, measured by
the amount of the difference between the carrying value of the asset and the
fair value of the asset. Management believes that there has been no impairment
at March 31, 2000.

Other Assets

   Other assets consist of deferred loan acquisition costs, systems software,
packaging design and plates, and other miscellaneous assets. Deferred loan
acquisition costs are being amortized using the effective interest method over
the terms of the respective debt.

Revenue Recognition

   Revenue is recognized upon shipment of product and transfer of title to
customers. Net sales are reported after deducting returns and allowances.

Disclosure about Fair Value of Financial Instruments

   For purposes of financial reporting, the Company has determined that the
fair value of financial instruments, other than its debt, approximate book
value at March 31, 2000. As of March 31, 2000, the Company's 8 3/4% senior
subordinated notes were trading at 35 with an effective yield of 30.9% and the
Company's 9 7/8% senior subordinated notes were trading at 38 with an effective
yield of 33.4%. In addition, as a result of the March 29, 2000 amendment to the
Company's senior secured debt agreement (see Note 5), the interest rates on the
Company's senior secured debt were adjusted, increasing the effective rate by
1.25% on the senior secured tranche B debt, and by 1.5% on the senior secured
tranche A and revolving debt.

Concentration of Credit Risk

   The Company sells its products to supermarkets, foodservice operators and
other retail channels. The Company performs ongoing credit evaluations of its
customers and generally does not require collateral. The Company maintains
reserves for potential credit losses and had no significant concentration of
credit risk at March 31, 2000.

Income Taxes

   The Company records income taxes in accordance with the provisions of
Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes. This method of accounting for income taxes uses an asset and liability
approach which requires the recognition of deferred tax liabilities and assets
for the expected future tax consequences of temporary differences between the
carrying amounts and the tax bases of assets and liabilities.

Advertising Expenses

   Advertising expenses are included in consumer marketing and include the
costs to produce, distribute and air print media, television and radio
advertising for the Company's products. Such costs are expensed ratably over
the year in relation to revenues.

Trade Promotions Expense

   Trade promotions expense includes the costs paid to retailers to promote the
Company's products. Such costs include amounts paid to customers for space in
the retailers' stores ("slotting fees"), amounts paid to provide samples of the
Company's products to consumers, and amounts paid to obtain favorable display
positions in the retailers' stores. These deals are offered to customers in
lump sum payments and as rate per unit allowances as dictated by industry
norms. The Company expenses slotting fees when incurred or, when under a
contract, over a period not to exceed 12 months and expenses other trade
promotions in the period during which the promotions occur.

                                       9
<PAGE>

Stock Based Compensation

   Statement of Financial Accounting Standards No. 123 ("SFAS 123"), Accounting
for Stock Based Compensation, allows companies to measure compensation cost in
connection with employee stock compensation plans either using a fair value-
based method or to continue to use the intrinsic value-based method prescribed
by Accounting Principles Board Opinion No. 25 ("APB 25"), Accounting for Stock
Issued to Employees, and its related interpretations, which generally does not
result in compensation cost. The Company measures compensation cost in
accordance with APB 25.

Impact of New Accounting Pronouncements

   On June 15, 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 ("SFAS 133"), Accounting for
Derivative Instruments and Hedging Activities. SFAS 133 is effective for all
fiscal years beginning after June 15, 2000. SFAS 133 requires that all
derivatives be recorded on the balance sheet at fair value. Changes in the fair
value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part
of a hedge transaction and, if it is, the type of hedge transaction. Management
of the Company anticipates that, due to its limited use of derivative
instruments, the adoption of SFAS 133 will not have a significant effect on the
Company's results of operations or its financial position.

NOTE 3--ACQUISITIONS


   The Company acquired 100% of the common stock of Seacoast on April 1, 1999
and the Lender's assets on November 1, 1999. Had the Lender's and Seacoast
acquisitions and related financings taken place January 1, 1999, the unaudited
pro forma results of operations would have been as follows (in thousands):

<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                March 31,
                                                          ----------------------
                                                            2000       1999
                                                          -------- -------------
                                                          (actual)  (pro forma)
                                                                   (as restated)
   <S>                                                    <C>      <C>
   Net sales............................................. $322,748   $331,425
                                                          ========   ========
   Gross profit.......................................... $184,346   $192,697
                                                          ========   ========
   Operating income...................................... $  1,930   $ 19,963
                                                          ========   ========
</TABLE>

NOTE 4--INVENTORIES

   Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                            March   December 31,
                                                           31, 2000     1999
                                                           -------- ------------
   <S>                                                     <C>      <C>
   Raw materials.........................................  $ 21,626   $ 29,187
   Work in process.......................................     1,182      1,262
   Finished goods........................................    86,408     83,900
   Packaging and other supplies..........................     9,734      9,618
                                                           --------   --------
                                                           $118,950   $123,967
                                                           ========   ========
</TABLE>

NOTE 5--DEBT

Senior Secured Debt

   As a result of the adjustments to the Company's unaudited interim financial
results for the first, second and third quarters of 1999 and the third quarter
of 1998, and adjustments to its audited financial results for the

                                       10
<PAGE>

year ended December 1998, the Company was in default of a number of provisions
of the agreement covering its senior secured debt. The Company and the lenders
amended this agreement effective March 29, 2000. The amendment to this
agreement includes provisions that:

  . contemplate the sale by the Company of accounts receivable;

  . amend the financial covenants;

  . waive certain existing defaults of covenants and breaches of
    representations and warranties;

  . provide, until the defaults are cured or waived, a forbearance from
    exercising remedies that are available as a result of the Company's
    defaults under the Indentures governing the senior subordinated debt
    until June 30, 2000; or earlier, in the event that the senior
    subordinated debt would be accelerated; and

  . establish the interest rate on borrowings made pursuant to the facility.

Senior Subordinated Debt

   As a result of the adjustments to the Company's unaudited interim financial
results for the first, second and third quarters of 1999 and the third quarter
of 1998, and adjustments to its audited financial results for the year ended
December 1998, the Company was in default under its indentures. The Company has
initiated discussions with the senior subordinated debtholders to promptly
obtain consents for amendments to the indentures and waivers of past defaults
thereunder.

NOTE 6--TRANSITION EXPENSES

   Transition expenses consist of one-time costs incurred to integrate the
acquired business, including relocation expenses, recruiting fees, sales
support, production transition and other unique transitional expenses.

NOTE 7--EARNINGS PER SHARE

   Basic earnings per share represents the income available to common
stockholders divided by the weighted average number of common shares
outstanding during the measurement period. Diluted earnings per share
represents the income available to common stockholders divided by the weighted
average number of common shares outstanding during the measurement period while
also giving effect to all potentially dilutive common shares that were
outstanding during the period. Potentially dilutive common shares consist of
stock options (the dilutive impact is calculated by applying the "treasury
stock method").

   The table below summarizes the numerator and denominator for the basic and
diluted loss per share calculations (in thousands except per share amounts):

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                               March 31,
                                                         -----------------------
                                                           2000        1999
                                                         --------  -------------
                                                         (actual)  (as restated)
   <S>                                                   <C>       <C>
   Numerator:
     Net income (loss).................................. $(15,801)    $   482
                                                         ========     =======
   Denominator:
     Weighted average number of basic shares............   67,050      67,016
     Effect of dilutive securities......................      --          --
                                                         --------     -------
     Weighted average number of diluted shares..........   67,050      67,016
                                                         ========     =======
   Basic and diluted earnings (loss) per share.......... $  (0.24)    $  0.01
                                                         ========     =======
</TABLE>

                                       11
<PAGE>

NOTE 8--SEGMENT INFORMATION

   The Company groups its business in two operating segments; dry grocery
division and frozen food division. The operating segments are managed as
strategic units due to their distinct manufacturing methodologies, distribution
channels and dedicated segment management teams. The dry grocery division
includes Duncan Hines(R) baking mix products, and Mrs. Butterworth's(R) and Log
Cabin(R) syrup products. The frozen food division includes Van de Kamp's(R) and
Mrs. Paul's(R) frozen seafood products, Aunt Jemima(R) frozen breakfast
products, Celeste(R) frozen pizza products, Chef's Choice(R) frozen skillet
meal products and Lender's(R) bagel products.

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

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                       -------------------------
                                                       March 31,     March 31,
                                                          2000         1999
                                                       ----------  -------------
                                                                   (as restated)
   <S>                                                 <C>         <C>
   Net sales
   Dry grocery.......................................  $  105,581   $   97,224
   Frozen food.......................................     217,167      157,040
                                                       ----------   ----------
     Total...........................................  $  322,748   $  254,264
                                                       ==========   ==========
   Operating income (loss)
   Dry grocery.......................................  $   (2,972)  $    8,321
   Frozen food.......................................       4,902        7,408
                                                       ----------   ----------
     Total...........................................  $    1,930   $   15,729
                                                       ==========   ==========
   Total assets
   Dry grocery.......................................  $  893,469   $  886,144
   Frozen food.......................................     966,495      576,421
                                                       ----------   ----------
     Total...........................................  $1,859,964   $1,462,565
                                                       ==========   ==========
   Depreciation and amortization
   Dry grocery.......................................  $    7,060   $    6,151
   Frozen food.......................................       9,766        5,647
                                                       ----------   ----------
     Total...........................................  $   16,826   $   11,798
                                                       ==========   ==========
   Capital expenditures
   Dry grocery.......................................  $      900   $    3,401
   Frozen food.......................................       2,636        3,003
                                                       ----------   ----------
     Total...........................................  $    3,536   $    6,404
                                                       ==========   ==========
</TABLE>

                                       12
<PAGE>

NOTE 9--RESTATEMENT

   As described in Note 1, the March 31, 1999 financial statements have been
restated. A summary of the effects of the restatement follows (in thousands,
except per share data):

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           March 31, 1999
                                                      ------------------------
                                                      As Previously     As
                                                        Reported     Restated
                                                      ------------- ----------
<S>                                                   <C>           <C>
                       ASSETS
                       ------

Current assets:
  Cash and cash equivalents..........................  $      253   $      253
  Accounts receivable, net...........................     107,753       84,740
  Inventories........................................      75,078       77,863
  Prepaid expenses and other assets..................      11,781       13,400
  Asset held for sale................................       3,000        3,000
  Current deferred tax assets........................      10,840       19,277
                                                       ----------   ----------
    Total current assets.............................     208,705      198,533
Property, plant and equipment, net...................     160,370      159,153
Deferred tax asset...................................         --         2,629
Goodwill and other intangible assets, net............   1,077,121    1,074,770
Other assets.........................................      27,535       27,480
                                                       ----------   ----------
    Total assets.....................................  $1,473,731   $1,462,565
                                                       ==========   ==========

        LIABILITIES AND STOCKHOLDER'S EQUITY
        ------------------------------------

Current liabilities:
  Current portion of senior secured term debt........  $   20,000   $   20,000
  Senior secured revolving debt facility.............     115,000      115,000
  Accounts payable...................................      60,329       60,848
  Accrued liabilities................................      48,782       76,547
                                                       ----------   ----------
    Total current liabilities........................     244,111      272,395
  Non-current deferred tax liabilities...............       8,350          --
  Other liabilities..................................      12,372       12,372
  Senior secured term debt...........................     195,000      195,000
  Senior subordinated notes..........................     402,196      402,196
                                                       ----------   ----------
    Total liabilities................................     862,029      881,963
                                                       ----------   ----------
Stockholders' equity:
  Preferred stock, $0.01 par value; 25,000,000 shares
   authorized; no shares issued or outstanding.......         --           --
  Common stock, $0.01 par value; 250,000,000 shares
   authorized; 67,016,173 shares issued and
   outstanding.......................................         670          670
  Paid-in capital....................................     647,889      647,889
  Promissory notes...................................        (545)        (545)
  Accumulated deficit................................     (36,312)     (67,412)
                                                       ----------   ----------
    Total stockholders' equity.......................     611,702      580,602
                                                       ----------   ----------
    Total liabilities and stockholders' equity.......  $1,473,731   $1,462,565
                                                       ==========   ==========
</TABLE>


                                       13
<PAGE>

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                          March 31, 1999
                                                     -------------------------
                                                     As Previously
                                                       Reported    As Restated
                                                     ------------- -----------
<S>                                                  <C>           <C>
Net Sales...........................................   $261,050     $254,264
Cost of goods sold..................................    104,128      104,703
                                                       --------     --------
  Gross profit......................................    156,922      149,561
                                                       --------     --------
Brokerage, distribution and marketing expenses:
  Brokerage and distribution........................     24,634       21,930
  Trade promotions..................................     61,373       69,508
  Consumer marketing................................     22,558       21,677
                                                       --------     --------
Total brokerage, distribution and marketing
 expenses...........................................    108,565      113,115
Amortization of goodwill and other intangibles......      8,772        8,872
Selling, general and administrative expenses........      7,342        7,568
Transition expenses.................................      4,272        4,277
                                                       --------     --------
Total operating expenses............................    128,951      133,832
                                                       --------     --------
  Operating income..................................     27,971       15,729
Interest expense, net...............................     14,579       14,582
Amortization of deferred financing expense..........        397          396
Other bank and financing expenses...................         53           52
                                                       --------     --------
Income before income taxes..........................     12,942          699
Income tax expense..................................      5,112          217
                                                       --------     --------
  Net income........................................   $  7,830     $    482
                                                       ========     ========
Basic and diluted earnings per share................   $   0.12     $   0.01
                                                       ========     ========
Weighted average number of shares outstanding.......     67,016       67,016
                                                       ========     ========
</TABLE>

NOTE 10--SUBSEQUENT EVENTS

   On April 19, 2000, the Company entered into a one-year agreement to sell, on
a periodic basis, specified accounts receivable in amounts up to $60.0 million.
The use of any proceeds from the sale of such specified receivables is
restricted to payments for the purchase of assets and repayment of debt.

   In April 2000, the Company announced that it intends to streamline its
operations and management structure. As a result, the Company anticipates
taking a one-time charge of up to $10.0 million in the second quarter of 2000
to reflect the consolidation of all the Company's managerial functions into its
existing St. Louis offices and the closure of its Columbus and San Francisco
locations.

                                       14
<PAGE>

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

   Reference is made to the Company's Financial Statements and notes thereto
and Management's Discussion and Analysis of Financial Condition and Results of
Operations included in the annual report on Form 10-K of Aurora Foods Inc. for
the year ended December 31, 1999.

   The following discussion and analysis of the Company's financial condition
and results of operations should be read in conjunction with the historical
financial information included in the Financial Statements and notes thereto
included in the annual report on Form 10-K of the Company for the year ended
December 31, 1999. Unless otherwise noted, years (2000 and 1999) in this
discussion refer to the Company's March-ending quarters.

Restatements

   Prior to the issuance of the Company's financial statements as of and for
the year ended December 31, 1999, it was determined that the results reported
in the Company's Form 10-K as of and for the year ended December 31, 1998 as
well as the interim results reported in the Company's Forms 10-Q as of and for
the periods ended September 30, 1998, March 31, 1999, June 30, 1999 and
September 30, 1999 were misstated. Upon further investigation, it was
determined that liabilities that existed for certain trade promotion and
marketing activities and other expenses (primarily sales returns and
allowances, distribution and consumer marketing) were not properly recognized
as liabilities and that certain assets were overstated (primarily accounts
receivable, inventories and fixed assets). In addition, certain activities were
improperly recognized as sales. As a result, the financial statements as of and
for the year ended December 31, 1998 as well as the quarterly financial data as
of and for the interim periods ended September 30, 1998, March 31, 1999, June
30, 1999 and September 30, 1999 have been restated. The restated financial
statements as of and for the three months ended March 31, 1999 have been
included in the condensed consolidated financial statements included herein.

   For the three months ended March 31, 1999, these misstatements primarily
understated trade promotions expense by $8.1 million, overstated net sales by
$6.8 million, overstated brokerage and distribution expense by $2.7 million and
understated cost of goods sold by $0.6 million. After adjusting for the
misstatements, the Company recalculated its income tax provision reducing
income tax expense by $4.9 million.

   Trade promotions expense includes the costs paid to retailers to promote the
Company's products. Such costs include amounts paid to customers for space in
the retailers' stores ("slotting fees"), amounts paid to provide samples of the
Company's products to consumers, and amounts paid to obtain favorable display
positions in the retailers' stores. These promotions are offered to customers
in lump sum payments and as rate per unit allowances as dictated by industry
norms. The Company expenses slotting fees when incurred or, when under a
contract, over a period not to exceed 12 months and expenses other trade
promotions in the period during which the deals occur. Customers collect
payment from the Company for trade promotion expenses utilizing one of two
primary methods. In some cases, the Company includes a separate line on the
face of the invoice that reduces the net amount invoiced. This is typically
referred to as an "off-invoice" amount. The Company records the sale to the
customer at the list price of its product when the product is shipped and
records the cost of the off-invoice amount as an expense in the appropriate
period in accordance with the Company's policy. In order to collect money from
the Company for trade promotion deals that are not provided in an "off-invoice"
form, customers deduct specified deal costs from their payments on other
invoices. The Company records the sale to the customer at the list price of its
product when the product is shipped. In this case, however, the Company
estimates the amount of trade promotion expense and accrues it at the time of
shipment. As customers take deductions from their invoices upon payment, the
Company charges these deductions against the accrual.

                                       15
<PAGE>

   A summary of the effects of the restatement follows (in thousands, except
per share data):

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           March 31, 1999
                                                      ------------------------
                                                      As Previously     As
                                                        Reported     Restated
                                                      ------------- ----------
<S>                                                   <C>           <C>
                       ASSETS
                       ------
Current assets:
  Cash and cash equivalents..........................  $      253   $      253
  Accounts receivable, net...........................     107,753       84,740
  Inventories........................................      75,078       77,863
  Prepaid expenses and other assets..................      11,781       13,400
  Asset held for sale................................       3,000        3,000
  Current deferred tax assets........................      10,840       19,277
                                                       ----------   ----------
    Total current assets.............................     208,705      198,533
  Property, plant and equipment, net.................     160,370      159,153
  Deferred tax asset.................................         --         2,629
  Goodwill and other intangible assets, net..........   1,077,121    1,074,770
  Other assets.......................................      27,535       27,480
                                                       ----------   ----------
    Total assets.....................................  $1,473,731   $1,462,565
                                                       ==========   ==========
        LIABILITIES AND STOCKHOLDER'S EQUITY
        ------------------------------------
Current liabilities:
  Current portion of senior secured term debt........  $   20,000   $   20,000
  Senior secured revolving debt facility.............     115,000      115,000
  Accounts payable...................................      60,329       60,848
  Accrued liabilities................................      48,782       76,547
                                                       ----------   ----------
    Total current liabilities........................     244,111      272,395
  Non-current deferred tax liabilities...............       8,350          --
  Other liabilities..................................      12,372       12,372
  Senior secured term debt...........................     195,000      195,000
  Senior subordinated notes..........................     402,196      402,196
                                                       ----------   ----------
    Total liabilities................................     862,029      881,963
                                                       ----------   ----------
Stockholders' equity:
  Preferred stock, $0.01 par value; 25,000,000 shares
   authorized; no shares issued or outstanding.......         --           --
  Common stock, $0.01 par value; 250,000,000 shares
   authorized; 67,016,173 shares issued and
   outstanding.......................................         670          670
  Paid-in capital....................................     647,889      647,889
  Promissory notes...................................        (545)        (545)
  Accumulated deficit................................     (36,312)     (67,412)
                                                       ----------   ----------
    Total stockholders' equity.......................     611,702      580,602
                                                       ----------   ----------
    Total liabilities and stockholders' equity.......  $1,473,731   $1,462,565
                                                       ==========   ==========
</TABLE>

                                       16
<PAGE>

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                             March 31, 1999
                                                         ----------------------
                                                         As Previously    As
                                                           Reported    Restated
                                                         ------------- --------
<S>                                                      <C>           <C>
Net sales...............................................   $261,050    $254,264
Cost of goods sold......................................    104,128     104,703
                                                           --------    --------
  Gross profit..........................................    156,922     149,561
                                                           --------    --------
Brokerage, distribution and marketing expenses:
  Brokerage and distribution............................     24,634      21,930
  Trade promotions......................................     61,373      69,508
  Consumer marketing....................................     22,558      21,677
                                                           --------    --------
Total brokerage, distribution and marketing expenses....    108,565     113,115
Amortization of goodwill and other intangibles..........      8,772       8,872
Selling, general and administrative expenses............      7,342       7,568
Transition expenses.....................................      4,272       4,277
                                                           --------    --------
Total operating expenses................................    128,951     133,832
                                                           --------    --------
Operating income........................................     27,971      15,729
Interest expense, net...................................     14,579      14,582
Amortization of deferred financing expense..............        397         396
Other bank and financing expenses.......................         53          52
                                                           --------    --------
Income before income taxes..............................     12,942         699
Income tax expense......................................      5,112         217
                                                           --------    --------
Net income..............................................   $  7,830    $    482
                                                           ========    ========
Basic and diluted earnings per share....................   $   0.12    $   0.01
                                                           ========    ========
Weighted average number of shares outstanding...........     67,016      67,016
                                                           ========    ========
EBITDA(1)...............................................   $ 39,675    $ 27,525
                                                           ========    ========
Adjusted EBITDA(2)......................................   $ 43,947    $ 31,803
                                                           ========    ========
</TABLE>
--------
(1) EBITDA is defined as net income plus income tax expense, interest expense,
    amortization of deferred financing expense, other bank and financing
    expenses, depreciation and amortization of goodwill and other intangibles.
    The Company believes that EBITDA provides additional information for
    determining its ability to meet debt service requirements. EBITDA does not
    represent and should not be considered as an alternative to net income or
    cash flow from operations as determined by generally accepted accounting
    principles, and EBITDA does not necessarily indicate whether cash flow will
    be sufficient for cash requirements. The calculation of EBITDA does not
    include the commitments of the Company for capital expenditures and payment
    of debt and should not be deemed to represent funds available to the
    Company. EBITDA, as presented, may not be comparable to similarly titled
    measures of other companies.
(2) Adjusted EBITDA is defined as EBITDA plus transition expenses.

                                       17
<PAGE>

Results of Operations

   The following table sets forth the historical and pro forma results of
operations for the periods indicated as well as the percentage which the
historical and pro forma items in the Statements of Operations bear to net
sales. The statements include a presentation of the pro forma results of
operations as if the Lender's and Seacoast acquisitions and related financings
had taken place January 1, 1999. Certain amounts from prior years have been
reclassified to conform to the Company's current year presentation, and
financial information for the three months ended March 31, 1999 has been
restated as discussed above.

                            Statements of Operations
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                            Actual Three Months Ended       Pro Forma Three
                          --------------------------------    Months Ended
                          March 31, 2000    March 31, 1999   March 31, 1999
                          ---------------   --------------  -------------------
                                                 (as
                                             restated)(1)     (as restated)(1)
<S>                       <C>       <C>     <C>      <C>    <C>        <C>      <C> <C>
Net sales...............  $322,748  100.0%  $254,264 100.0% $ 331,425   100.0%
Cost of goods sold......   138,402   42.9    104,703  41.2    138,728    41.9
                          --------  -----   -------- -----  ---------  ------
Gross profit............   184,346   57.1    149,561  58.8    192,697    58.1
                          --------  -----   -------- -----  ---------  ------
Brokerage, distribution
 and marketing expenses:
  Brokerage and
   distribution.........    38,733   12.0     21,930   8.6     37,214    11.2
  Trade promotions......    77,745   24.1     69,508  27.3     84,847    25.6
  Consumer marketing....    32,160   10.0     21,677   8.5     25,134     7.6
                          --------  -----   -------- -----  ---------  ------
Total brokerage,
 distribution and
 marketing expenses.....   148,638   46.1    113,115  44.5    147,195    44.4
Amortization of goodwill
 and other intangibles..    10,751    3.3      8,872   3.5     10,340     3.1
Selling, general and
 administrative
 expenses...............    12,061    3.7      7,568   3.0     10,922     3.3
Other financial, legal
 and accounting
 expenses...............     9,601    3.0        --    0.0        --      0.0
Transition expenses.....     1,365    0.4      4,277   1.7      4,277     1.3
                          --------  -----   -------- -----  ---------  ------
Total operating
 expenses...............   182,416   56.5    133,832  52.6    172,734    52.1
                          --------  -----   -------- -----  ---------  ------
Operating income........     1,930    0.6     15,729   6.2     19,963     6.0
Interest and other
 financing expenses,
 net....................    25,166    7.8     15,030   5.9     22,219     6.7
                          --------  -----   -------- -----  ---------  ------
Income (loss) before
 income taxes...........   (23,236)  (7.2)       699   0.3     (2,256)   (0.7)
Income tax expense
 (benefit)..............    (7,435)  (2.3)       217   0.1       (902)   (0.3)
                          --------  -----   -------- -----  ---------  ------
Net income (loss).......  $(15,801)  (4.9)% $    482   0.2%    (1,354)   (0.4)%
                          ========  =====   ======== =====  =========  ======
Earnings (loss) per
 share..................  $  (0.24)   N/A   $   0.01   N/A  $   (0.02)    N/A
                          ========  =====   ======== =====  =========  ======
EBITDA(2)...............  $ 18,756    5.8%  $ 27,525  10.8% $  34,729    10.5%
                          ========  =====   ======== =====  =========  ======   === ===
Adjusted EBITDA(3)......  $ 29,722    9.2%  $ 31,803  12.5% $  42,796    12.9%
                          ========  =====   ======== =====  =========  ======   === ===
Adjusted EPS(4).........  $  (0.13)   N/A   $   0.05   N/A  $    0.02     N/A
                          ========  =====   ======== =====  =========  ======
</TABLE>
--------
(1) As restated. See "--Restatements" and Note 9 to the condensed consolidated
    financial statements.
(2) EBITDA is defined as net income (loss) plus income tax expense (benefit),
    interest expense, amortization of deferred financing expense, other bank
    and financing expenses, depreciation and amortization of

                                       18
<PAGE>

   goodwill and other intangibles. The Company believes EBITDA provides
   additional information for determining its ability to meet debt service
   requirements. EBITDA does not represent and should not be considered an
   alternative to net income or cash flow from operations as determined by
   generally accepted accounting principles. EBITDA does not necessarily
   indicate whether cash flow will be sufficient for cash requirements and
   should not be deemed to represent funds available to the Company. The
   calculation of EBITDA does not include the commitments of the Company for
   capital expenditures and payment of debt. EBITDA, as presented, may not be
   comparable to similarly titled measures of other companies.
(3) Adjusted EBITDA is defined as EBITDA plus other financial, legal and
    accounting expenses and transition expenses. In addition, for pro forma
    purposes, adjusted EBITDA excludes $4,789 of charges made by Kellogg's to
    the Lender's business to reflect an allocation of Kellogg's corporate
    selling, general and administrative expenses and to reflect overhead on a
    Lender's facility that was not purchased by the Company. These costs will
    not be incurred by the Company on an ongoing basis. The Company has
    included $1,000 as incremental selling, general and administrative expenses
    as its estimate of the incremental expenses associated with operating the
    Lender's business.
(4) Adjusted EPS is defined as earnings (loss) per share plus the per share
    after tax effect of other financial, legal and accounting expenses and
    transition expenses.

   The Company manages its business in two operating segments, the frozen food
division and the dry grocery division. 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.

   The frozen foods division has six brands, Van de Kamp's(R) and Mrs.
Paul's(R) seafood products, Aunt Jemima(R) frozen breakfast products and
Celeste(R) frozen pizza products and the 1999 additions--Chef's Choice(R)
frozen skillet meal products and Lender's(R) bagel products. The dry grocery
division consists of three brands, Mrs. Buttersworth(R) and Log Cabin(R) syrup
products and Duncan Hines(R) baking mix products, which was acquired in 1998.

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
(as restated)

   The following table sets forth certain historical results of operations data
by division for the three months ended March 31, 2000 and 1999 (as restated):

<TABLE>
<CAPTION>
                                              Three Months Ended March 31,
                                           -----------------------------------
                                                 2000               1999
                                           -----------------  ----------------
                                            Frozen    Dry      Frozen    Dry
                                           -------- --------  -------- -------
<S>                                        <C>      <C>       <C>      <C>
Net sales................................. $217,167 $105,581  $157,040 $97,224
Cost of goods sold........................   98,048   40,354    67,295  37,408
                                           -------- --------  -------- -------
  Gross profit............................  119,119   65,227    89,745  59,816
                                           -------- --------  -------- -------
Brokerage, distribution and marketing
 expenses:
  Brokerage and distribution..............   25,019   13,714    14,835   7,095
  Trade promotions........................   50,159   27,586    43,493  26,015
  Consumer marketing......................   16,954   15,206    15,345   6,332
                                           -------- --------  -------- -------
Total brokerage, distribution and
 marketing expenses.......................   92,132   56,506    73,673  39,442
Amortization of goodwill and other
 intangibles..............................    5,352    5,399     3,726   5,146
Selling, general and administrative
 expenses.................................    8,908    3,153     4,846   2,722
Other financial, legal and accounting
 expenses(1)..............................    6,460    3,141       --      --
Transition expenses.......................    1,365      --         92   4,185
                                           -------- --------  -------- -------
    Total operating expenses..............  114,217   68,199    82,337  51,495
                                           -------- --------  -------- -------
Operating income (loss)................... $  4,902 $ (2,972) $  7,408 $ 8,321
                                           ======== ========  ======== =======
</TABLE>

                                       19
<PAGE>

--------
(1) Other financial, legal and accounting expenses were allocated to each
    division based on the percentage of each division's net sales to total net
    sales.

   Net Sales. Net sales increased from $254.3 million in 1999 to $322.7 million
in 2000, or 26.9%, due to increased net sales in both the frozen foods division
and the dry grocery division.

     Frozen Foods. Frozen foods division net sales increased from $157.0
  million in 1999 to $217.2 million in 2000, or 38.3%, due primarily to the
  acquisitions of Chef's Choice(R) in April 1999 and Lender's(R) in November
  1999. Before giving effect to the Chef's Choice(R) and Lender's(R)
  acquisitions, net sales in 2000 were $147.4 million, a decrease of $9.6
  million compared to 1999. This decrease was due primarily to the timing of
  Lent in 1999 versus 2000, lower pizza sales and the impact of an increased
  unit count per package in Aunt Jemima(R) waffles that was not accompanied
  by a price increase. As a result, consumers were able to purchase more
  product for the same price, thus deceasing their repeat purchases and
  reducing the Company's overall net sales. This change was made as a
  competitive response to a similar change by Kellogg's on its EGGO product.
  Chef's Choice(R) contributed $19.2 million to net sales and Lender's(R)
  generated $50.6 million of net sales during 2000.

     Dry Grocery. Dry grocery division net sales increased from $97.2 million
  in 1999 to $105.6 million in 2000, or 8.6%, due primarily to higher unit
  volumes for both breakfast and baking products. Breakfast products net
  sales increased 11.5%, due primarily to a 5.7% increase in unit volume and
  a favorable sales mix including higher retail sales as a percentage of
  total breakfast sales. Baking products net sales increased 6.4% due
  primarily to a 4.1% increase in unit volume.

   Gross Profit. Gross profit increased from $149.6 million in 1999 to $184.3
million in 2000, an increase of 23.3%, due to increased gross profit in both
the frozen foods division and the dry grocery division. As a percentage of net
sales, gross profit decreased from 58.8% in 1999 to 57.1% in 2000. The decline
in gross profit as a percentage of net sales was driven primarily by a decline
at the frozen foods division.

     Frozen Foods. Gross profit increased from $89.7 million in 1999 to
  $119.1 million in 2000, an increase of 32.7% due primarily to the
  acquisitions of Chef's Choice(R) in April 1999 and Lender's(R) in November
  1999. As a percentage of net sales, gross profit decreased from 57.1% in
  1999 to 54.9% in 2000. This decline in gross profit as a percentage of net
  sales was due to lower gross margins on Aunt Jemima(R) waffles resulting
  from an increase in the number of waffles per carton and increased sales to
  foodservice and club customers, which typically have lower gross margins
  and lower associated marketing expenses. In addition, the Chef's Choice(R)
  acquisition affected the division's gross margin, as the Chef's Choice(R)
  business generates a lower gross margin than the other retail brands.

     Dry Grocery. Gross profit increased from $59.8 million in 1999 to $65.2
  million in 2000, an increase of 9.0% due primarily to the increase in net
  sales. As a percentage of net sales, gross profit increased from 61.5% in
  1999 to 61.8% in 2000. The increase in gross profit as a percentage of net
  sales was due primarily to an improvement in breakfast products partially
  offset by declines in baking products. The improvement in breakfast
  products was due primarily to a favorable sales mix, including higher
  retail breakfast sales as a percentage of total breakfast sales, offset in
  part by higher raw material and packaging costs. Retail breakfast sales
  typically have higher gross margins than sales to club stores, military
  distributors and foodservice customers. Baking products experienced lower
  gross margins primarily as a result of higher commodity and packaging
  expenses.

   Brokerage, Distribution and Marketing Expenses. Brokerage, distribution and
marketing expenses increased from $113.1 million in 1999 to $148.6 million in
2000, an increase of 31.4%, as a result of increases in both divisions. As a
percentage of net sales, brokerage, distribution and marketing expenses
increased from 44.5% of net sales in 1999 to 46.1% of net sales in 2000 due
primarily to increases as a percentage of net sales in the dry grocery division
that were partially offset by decreases in the frozen foods division. Brokerage

                                       20
<PAGE>

and distribution costs, which include broker commissions, freight, warehousing
and term discounts, increased from 8.6% of net sales in 1999 to 12.0% of net
sales in 2000 due primarily to higher freight and warehousing expenditures as a
percentage of net sales in the dry grocery division. Trade promotions expense,
which consists of incentives offered to food retailers to carry and promote
Aurora products, decreased from 27.3% of net sales in 1999 to 24.1% of net
sales in 2000 due to rate reductions in trade promotion spending in the frozen
foods division. Consumer marketing expenses, which include the costs of
advertising, coupons and market research, increased from 8.5% of net sales in
1999 to 10.0% of net sales in 2000 primarily due to increases as a percentage
of net sales in the dry grocery division that were partially offset by
decreases in the frozen foods division.

     Frozen Foods. Brokerage, distribution and marketing expenses increased
  from $73.7 million in 1999 to $92.1 million in 2000, an increase of 25.1%,
  due primarily to the acquisitions of Chef's Choice(R) in April 1999 and
  Lender's(R) in November 1999. As a percentage of net sales, brokerage,
  distribution and marketing expenses decreased from 46.9% of net sales in
  1999 to 42.4% of net sales in 2000. This decrease was driven primarily by
  declines in trade promotions expense and consumer marketing expenses as a
  percentage of net sales that were partially offset by an increase in
  brokerage and distribution. Trade promotions expense decreased from 27.7%
  of net sales in 1999 to 23.1% of net sales in 2000. The decrease in trade
  promotions as a percentage of net sales is due primarily to cost
  containment initiatives that lowered the overall rate of trade spending and
  the acquisitions of Chef's Choice(R) and Lender's(R) which have lower trade
  promotion spending rates than the other frozen foods division brands.
  Consumer marketing expenses decreased from 9.8% of net sales in 1999 to
  7.8% of net sales in 2000. This decrease was due primarily to the inclusion
  of the Lender's(R) and Chef's Choice(R) businesses in 2000, which
  experience a lower level of consumer spending as a percentage of net sales.
  Excluding the impact of the Lender's(R) and Chef's Choice(R) acquisitions,
  consumer spending as a percentage of net sales was comparable to 1999.
  Brokerage and distribution expenses increased from 9.4% of net sales 1999
  to 11.5% of net sales in 2000. This increase is due primarily to the
  inclusion of the Lender's(R) business in 2000. The Lender's(R) business
  incurs higher distribution costs due to the fresh bagel distribution
  system.

     Dry Grocery. Brokerage, distribution and marketing expenses increased
  from $39.4 million in 1999 to $56.5 million in 2000, an increase of $17.1
  million. As a percentage of net sales, brokerage, distribution and
  marketing expenses increased from 40.6% in 1999 to 53.5% in 2000. This
  increase was driven primarily by increases in brokerage and distribution
  expenses and consumer marketing expenses as a percentage of net sales that
  were partially offset by a decrease in trade promotions. Brokerage and
  distribution expenses increased from 7.3% of net sales in 1999 to 13.0% of
  net sales in 2000. This increase is primarily a result of freight fuel
  surcharges and higher inventory storage costs. Consumer marketing expenses
  increased from 6.5% of net sales in 1999 to 14.4% of net sales in 2000.
  This increase is due to increases in coupon activity on the breakfast
  brands. Trade promotions expense decreased from 26.8% of net sales in 1999
  to 26.1% of net sales in 2000. This decrease is due to a shift from trade
  promotions programs to consumer marketing programs on both the breakfast
  and baking products.

   Amortization of Goodwill and Other Intangibles. Amortization of goodwill and
other intangibles increased from $8.9 million in 1999 to $10.8 million in 2000
due to the impact of acquisitions of the Chef's Choice(R) and Lender's(R)
businesses. Frozen foods amortization totaled $5.4 million and $3.7 million in
2000 and 1999, respectively. Dry grocery amortization totaled $5.4 million and
$5.1 million in 2000 and 1999, respectively.

   Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased from $7.6 million in 1999 to $12.1 million in
2000, or 59.4%, due primarily to the incremental costs necessary to manage the
acquired Chef's Choice(R) and Lender's(R) businesses, the costs related to the
employment of new management and other compensation related costs. As a
percentage of net sales, selling, general and administrative expenses increased
from 3.0% in 1999 to 3.7% in 2000. Frozen foods selling, general and
administrative expenses increased from $4.8 million in 1999 to $8.9 million in
2000, or 83.8%, due to the

                                       21
<PAGE>

addition of acquired businesses. Dry grocery selling, general and
administrative expenses increased from $2.7 million in 1999 to $3.2 million in
2000, or 15.8%.

   Other Financial, Legal and Accounting Expenses. As a result of the
investigation into the Company's accounting practices, the resulting
restatement of its financial statements and related matters (see --
"Restatements"), the Company has incurred, and continues to incur financial,
legal and accounting expenses, charges to obtain waivers on its events of
default and charges related to amending its financing facilities. Such costs,
which totaled $9.6 million for the three months ended March 31, 2000, are
expensed when incurred by the Company.

   Transition Expenses. The Company incurred $4.3 million in transition
expenses in 1999 primarily due to the integration of the Duncan Hines business.
During 2000, the Company incurred approximately $1.4 million primarily related
to the integration of the Chef's Choice(R) and Lender's(R) businesses. These
expenses represent one-time costs incurred to integrate acquired businesses.

   Operating Income. Operating income decreased from $15.7 million in 1999 to
$1.9 million in 2000. As a percentage of net sales, operating income decreased
from 6.2% in 1999 to 0.6% in 2000. Operating income in 2000 was affected by the
$9.6 million of other financial, legal and accounting expenses and by
transition expenses in both 1999 and 2000. Before giving effect to other
financial, legal and accounting expenses and transition expenses, operating
income decreased from $20.0 million in 1999 to $12.9 million in 2000. This
decrease was primarily due to the increases in brokerage and distribution
expenses and consumer marketing expenses by the dry grocery division, which
outpaced the gross profit improvement from 1999 to 2000.

   Interest and Other Financing Expenses. The aggregate of net interest income
and expense, amortization of loan fees and other bank and financing expenses
increased from $15.0 million in 1999 to $25.2 million in 2000, or 67.4%. The
increase was due primarily to the additional debt associated with the
acquisitions of Chef's Choice(R) in April 1999 and Lender's(R) in November
1999. In addition, higher interest rates and an increased debt level in 2000
contributed to higher interest expense.

   Income Tax Expense (Benefit). During 1999, the Company recorded income tax
expense of $0.2 million, which yielded an effective tax rate of 31.0%. During
2000, the Company recorded an income tax benefit of $7.4 million, which yielded
an effective tax rate of 32.0%.

   Net Income (Loss). The Company incurred net income of $0.5 million in 1999
compared to a net loss of $15.8 million in 2000. The loss in 2000 included the
other financial, legal and accounting expenses and was impacted by the overall
decline in operating income described above.

                                       22
<PAGE>

Pro Forma Three Months Ended March 31, 2000 Compared to the Pro Forma Three
Months Ended March 31, 1999 (as restated)

   The following table sets forth certain pro forma results of operations data
by division for the three months ended March 31, 2000 and 1999 (as restated) as
if the Chef's Choice(R) and Lender's(R) acquisitions and related financings had
taken place January 1, 1999:

<TABLE>
<CAPTION>
                                               Three Months Ended March 31,
                                            -----------------------------------
                                                  2000               1999
                                            -----------------  ----------------
                                             Frozen    Dry      Frozen    Dry
                                            -------- --------  -------- -------
<S>                                         <C>      <C>       <C>      <C>
Pro forma net sales........................ $217,167 $105,581  $234,201 $97,224
Pro forma cost of goods sold...............   98,048   40,354   101,320  37,408
                                            -------- --------  -------- -------
Pro forma gross profit.....................  119,119   65,227   132,881  59,816
                                            -------- --------  -------- -------
Pro forma brokerage, distribution and
 marketing expenses:
  Pro forma brokerage and distribution.....   25,019   13,714    30,119   7,095
  Pro forma trade promotions...............   50,159   27,586    58,832  26,015
  Pro forma consumer marketing.............   16,954   15,206    18,802   6,332
                                            -------- --------  -------- -------
  Total pro forma brokerage, distribution
   and marketing expenses..................   92,132   56,506   107,753  39,442
Pro forma amortization of goodwill and
 other intangibles.........................    5,352    5,399     5,194   5,146
Pro forma selling, general and
 administrative expenses...................    8,908    3,153     8,200   2,722
Pro forma other financial, legal and
 accounting expenses(1)....................    6,460    3,141       --      --
Pro forma transition expenses..............    1,365      --         92   4,185
                                            -------- --------  -------- -------
  Total pro forma operating expenses.......  114,217   68,199   121,239  51,495
                                            -------- --------  -------- -------
Pro forma operating income (loss).......... $  4,902 $ (2,972) $ 11,642 $ 8,321
                                            ======== ========  ======== =======
</TABLE>
--------
(1) Other finanical, legal and accounting expenses were allocated to each
    division based on the percentage of each division's net sales to total net
    sales.

   Pro Forma Net Sales. On a pro forma basis, net sales decreased from $331.4
million in 1999 to $322.7 million in 2000, or 2.6%. The decline in net sales
was attributable to the decline in frozen foods division sales that was
partially offset by sales growth in the dry grocery division.

     Frozen Foods. On a pro forma basis, frozen foods division net sales
  decreased from $234.2 million in 1999 to $217.2 million in 2000, or 7.3%
  due primarily to the timing of Lent in 1999 versus 2000, lower pizza sales
  and the impact of an increased unit count per package in Aunt Jemima(R)
  waffles that was not accompanied by a price increase. As a result,
  consumers were able to purchase more product for the same price, thus
  decreasing their repeat purchases and reducing the Company's overall net
  sales. In addition, on a pro forma basis Lender's(R) net sales declined as
  a result of consumption declines compared to prior year.

     Dry Grocery. On a pro forma basis, dry grocery division net sales
  increased from $97.2 million in 1999 to $105.6 million in 2000, or 8.6% due
  primarily to higher unit volumes for both breakfast and baking products.
  Breakfast products net sales increased 11.5% due primarily to a 5.7%
  increase in unit volume and a favorable sales mix including higher retail
  sales as a percentage of total breakfast sales. Baking products net sales
  increased 6.4% due to primarily to a 4.1% increase in unit volume.

   Pro Forma Gross Profit. On a pro forma basis, gross profit decreased from
$192.7 million in 1999 to $184.3 million in 2000, a decrease of 4.3%. As a
percentage of net sales, pro forma gross profit decreased from 58.1% in 1999 to
57.1% in 2000. The decline in pro forma gross profit as a percentage of net
sales was primarily due to a decline in the frozen foods division.

     Frozen Foods. On a pro forma basis, frozen foods division gross profit
  declined from $132.9 million in 1999 to $119.1 million in 2000, or 10.4%.
  The decrease was primarily due to the decline in

                                       23
<PAGE>

  net sales from 1999 to 2000. As a percentage of net sales, gross profit
  decreased from 56.7% in 1999 to 54.9% in 2000. This decline in gross profit
  as a percentage of net sales was due primarily to lower gross margins on
  Aunt Jemima(R) waffles resulting from an increase in the number of waffles
  per carton and increased sales to food service and club customers, which
  typically have lower gross margins and lower associated marketing expenses.

     Dry Grocery. Gross profit increased from $59.8 million in 1999 to $65.2
  million in 2000, an increase of 9.0% due primarily to the increase in net
  sales. As a percentage of net sales, gross profit increased from 61.5% in
  1999 to 61.8% in 2000. The increase in gross profit as a percentage of net
  sales was due primarily to an improvement in breakfast products that were
  partially offset by declines in baking products. The improvement in
  breakfast products was due primarily to a favorable sales mix, including
  higher retail breakfast sales as a percentage of total breakfast sales
  offset in part by higher raw material and packaging costs. Retail breakfast
  sales typically have higher gross margins than sales to club stores,
  military distributors and foodservice customers. Baking products
  experienced lower gross margins primarily as a result of higher commodity
  and packaging expenses.

   Pro Forma Brokerage, Distribution and Marketing Expenses. On a pro forma
basis, brokerage, distribution and marketing expenses increased from $147.2
million in 1999 to $148.6 million in 2000, an increase of 1.0%. As a percentage
of net sales, pro forma brokerage, distribution and marketing expenses
increased from 44.4% of net sales in 1999 to 46.1% of net sales in 2000. On a
pro forma basis, brokerage and distribution costs increased from 11.2% of net
sales in 1999 to 12.0% of net sales in 2000. Pro forma trade promotion expenses
decreased from 25.6% of net sales in 1999 to 24.1% of net sales in 2000. Pro
forma consumer marketing expenses increased from 7.6% of net sales in 1999 to
10.0% of net sales in 2000.

     Frozen Foods. On a pro forma basis, brokerage, distribution and
  marketing expenses decreased from $107.8 million in 1999 to $92.1 million
  in 2000, a 14.5% decline. As a percentage of net sales, brokerage,
  distribution and marketing expenses decreased from 46.0% in 1999 to 42.4%
  in 2000. This decrease was driven primarily by a decline in trade
  promotions expense and brokerage and distribution expenses as a percentage
  of net sales. The decline in trade promotions expense as a percentage of
  net sales is due primarily to cost containment initiatives that lowered the
  overall rate of trade spending. The decline in brokerage and distribution
  expenses as a percentage of net sales is due primarily to a reduction of
  discount payment terms offered to customers.

     Dry Grocery. On a pro forma basis, brokerage, distribution and marketing
  expenses increased from $39.4 million in 1999 to $56.5 million in 2000, an
  increase of $17.1 million. As a percentage of net sales, brokerage,
  distribution and marketing expenses increased from 40.6% in 1999 to 53.5%
  in 2000. This increase was driven primarily by increases in brokerage and
  distribution expenses and consumer marketing expenses as a percentage of
  net sales that were partially offset by a decrease in trade promotions.
  Brokerage and distribution expenses increased from 7.3% of net sales in
  1999 to 13.0% of net sales in 2000. This increase is primarily a result of
  freight fuel surcharges and higher inventory storage costs. Consumer
  marketing expenses increased from 6.5% of net sales in 1999 to 14.4% of net
  sales in 2000. This increase is due to increases in coupon activity on the
  breakfast brands. Trade promotions expense decreased from 26.8% of net
  sales in 1999 to 26.1% of net sales in 2000. This decrease is due to a
  shift from trade promotions programs to consumer marketing programs on both
  the breakfast and baking products.

   Pro Forma Amortization of Goodwill and Other Intangibles. On a pro forma
basis, amortization of goodwill and other intangibles increased from $10.3
million in 1999 to $10.8 million in 2000. Frozen foods amortization totaled
$5.2 million and $5.4 million in 1999 and 2000, respectively. Dry grocery
amortization totaled $5.1 million and $5.4 million in 1999 and 2000,
respectively.

   Pro Forma Selling, General and Administrative Expenses. On a pro forma
basis, selling, general and administrative expenses increased from $10.9
million in 1999 to $12.1 million in 2000, or 10.4%. The increase

                                       24
<PAGE>

in pro forma selling, general and administrative expenses was due primarily to
the costs related to the employment of new management and other compensation-
related costs. Frozen foods pro forma selling, general and administrative
expenses increased from $8.2 million in 1999 to $8.9 million in 2000, or 8.6%.
Dry grocery selling, general and administrative expenses increased from $2.7
million in 1999 to $3.2 million in 2000, or 15.8%.

   Pro Forma Other Financial, Legal and Accounting Expenses. As a result of the
investigation into the Company's accounting practices, the resulting
restatement of its financial statements and related matters (see--
"Restatements"), the Company has incurred, and continues to incur, financial,
legal and accounting expenses, charges to obtain waivers on its events of
default and charges related to amending its financing facilities. Such costs,
which totaled $9.6 million for the three months ended March 31, 2000, are
expensed when incurred by the Company.

   Pro Forma Transition Expenses. The Company incurred $4.3 million in
transition expenses in 1999 primarily due to the integration of the Duncan
Hines business. During 2000, the Company incurred approximately $1.4 million
primarily related to the integration of the Chef's Choice(R) and Lender's(R)
businesses. These expenses represent one-time costs incurred to integrate
acquired businesses.

   Pro Forma Operating (Loss) Income. On a pro forma basis, operating income
decreased from $20.0 million in 1999 to $1.9 million in 1999. Excluding the
effects of the other financial, legal and accounting expenses and transition
expenses in both years, operating income decreased from $24.2 million in 1999
to $12.9 million in 2000, a decrease of 46.8%. This decrease is the result of
the decline in pro forma net sales and pro forma gross profit and increases in
pro forma brokerage, distribution and marketing expenses and pro forma selling,
general and administrative expenses.

   Pro Forma Interest and Other Financing Expenses. On a pro forma basis, the
aggregate of net interest income and expense, amortization of loan fees and
other bank and financing expenses increased from $22.2 million in 1999 to $25.2
million in 2000. This increase is due to higher interest rates on the floating
rate debt and an increased debt level in 2000.

   Pro Forma Income Tax Expense. On a pro forma basis, the income tax benefit
recorded increased from $0.9 million in 1999 to $7.4 million in 2000. The
effective tax rate for 1999 was 40.0%, which was impacted favorably by certain
state tax credits applied for by the Company that increase the pro forma income
tax benefit. The effective tax rate for 2000 was 32.0%.

   Pro Forma Net Loss. On a pro forma basis, the Company's net loss increased
from $1.4 million in 1999 to $15.8 million in 2000.

Liquidity and Capital Resources

   For the three months ended March 31, 2000, the Company used $53.6 million to
fund operating activities compared to the three months ended March 31, 1999,
when $0.9 million in cash was used in operations. The increase in cash used in
2000 was primarily a result of the net loss incurred during the period and an
increase in the cash necessary to fund accounts payable. During the three
months ended March 31, 2000, the Company substantially reduced its past due
accounts payable from the levels that existed at December 31, 1999.

   Net cash used in investing activities for the three months ended March 31,
2000, was approximately $5.2 million compared to cash used in investing of
$23.3 million during the three months ended March 31, 1999. Investing
activities in 2000 consisted of additions to fixed assets of $3.5 million and
additions to other assets of $1.6 million. Investing activities in 1999
consisted of $6.4 million of additions to fixed assets and to other assets of
$1.6 million. In addition, in 1999 the Company invested in additional
manufacturing frozen seafood products capacity with the purchase of a
production facility in Yuba City, CA, and the associated

                                       25
<PAGE>

working capital. Capital expenditures were funded from borrowings on the
Company's senior secured revolving debt facility.

   During the three months ended March 31, 2000, financing activities provided
cash of $59.1 million. The Company repaid $5.8 million in principal on its
senior secured term debt and borrowed $65.0 million on the revolving facility
to fund its operations, capital expenditures, software and packaging design
expenditures, and its repayment of borrowings.

Senior Secured Debt

   As a result of the adjustments to the Company's unaudited interim financial
results for the first, second and third quarters of 1999 and the third quarter
of 1998, and adjustments to its audited financial results for the year ended
December 1998, the Company was in default of a number of provisions of the
agreement covering its senior secured debt. The Company and the lenders amended
this agreement effective March 29, 2000. The amendment to the agreement
includes provisions that:

  . contemplate the sale by the Company of accounts receivable;

  . amend the financial covenants;

  . waive certain existing defaults of covenants and breaches of
    representations and warranties;

  . provide, until the defaults are cured or waived, a forbearance from
    exercising remedies that are available as a result of the Company's
    defaults under the Indentures governing the senior subordinated debt
    until June 30, 2000; or earlier, in the event that the senior
    subordinated debt would be accelerated; and

  . establish the interest rate on borrowings made pursuant to the facility.

   The Company's recent defaults and the amount of borrowings the Company has
incurred have the potential to limit the Company's ability to pay its
obligations as they become due, to obtain additional financing and to operate
the business.

Senior Subordinated Debt

   As a result of the adjustments to the Company's unaudited interim financial
results for the first, second and third quarters of 1999 and the third quarter
of 1998, and adjustments to its audited financial results for the year ended
December 1998, the Company was in default under its indentures. The Company has
initiated discussions with the senior subordinated debtholders to promptly
obtain consents for amendments to the indentures and waivers of past defaults
thereunder.

Interest Rate Collar Agreements

   At March 31, 2000, the Company was party to three interest rate swap
agreements. The company entered into these agreements as a means of managing
its interest rate risk. Risks associated with the interest rate swap and collar
agreements include those associated with changes in the market value and
interest rates. Management considers the potential loss in future earnings and
cash flows attributable to the interest rate swap and collar agreements to not
be material.

Recent Developments

Accounts Receivable Sale

   On April 19, 2000, the Company entered into a one-year agreement to sell, on
a periodic basis, specified accounts receivable in amounts up to $60.0 million.
The use of any proceeds from the sale of such specified receivables is
restricted to payments for the purchase of assets and repayment of debt.

                                       26
<PAGE>

Consolidation

   In April 2000, the Company announced that it intends to consolidate its
operations and management structure. As a result, the Company anticipates
taking a one-time charge of up to $10.0 million in the second quarter of 2000
to reflect the consolidation of all the Company's managerial functions into its
existing St. Louis offices and the closure of its Columbus and San Francisco
locations.

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 risk, uncertainties and other factors
that may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: the availability of funding for operations; the
outcome of the Securities Actions and other current litigation; the ability of
the Company to service its high level of indebtedness; the ability to attract
and retain qualified management; the ability of new management to implement a
successful strategy; whether the Company's lenders continue to forbear from
accelerating the Company's senior debt obligations; the Company's success in
obtaining from its bondholders waivers of defaults under its senior
subordinated notes; the actions of the Company's competitors; general economic
and business conditions; industry trends; demographics; raw material costs;
integration of acquired businesses into the Company; the ability to
successfully consolidate its operations; terms and development of capital; and
changes in, or the failure or inability to comply with, governmental rules and
regulations, including, without limitation, FDA and environmental rules and
regulations. See "--Liquidity and Capital Resources." 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.

ITEM 3: QUANTITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

   The Company entered into interest rate swap and collar agreements for non-
trading purposes. Risks associated with the interest rate swap and collar
agreements include those associated with changes in the market value and
interest rates. Management considers the potential loss in future earnings and
cash flows attributable to the interest rate swap and collar agreements not to
be material.

                                       27
<PAGE>

                           PART II--OTHER INFORMATION

ITEM I: LEGAL PROCEEDINGS

   As of May 10, 2000, the Company has been served with eighteen complaints in
purported class action lawsuits filed in the United States District Court for
the Northern District of California. The complaints received by the Company
allege that, among other things, as a result of accounting irregularities, the
Company's previously issued financial statements were materially false and
misleading and thus constituted violations of federal securities laws by the
Company and the directors and officers who resigned on February 17, 2000 (Ian
R. Wilson, James B. Ardrey, Ray Chung and M. Laurie Cummings). The actions
allege that the defendants violated Sections 10(b) and/or Section 20(a) of the
Securities Exchange Act and Rule 10b-5 promulgated thereunder (the "Securities
Actions"). The Securities Actions complaints seek damages in unspecified
amounts. These Securities Actions purport to be brought on behalf of purchasers
of the Company's Common Stock during various periods, all of which fall between
October 28, 1998 and April 2, 2000. The Company believes that additional
purported class action lawsuits similar to those described above have been or
may be filed. The Company is currently evaluating these claims and possible
defenses thereto and intends to defend these suits vigorously.

   On April 14, 2000, certain of the Company's current and former directors
were named as defendants in a derivative lawsuit filed in the Superior Court of
the State of California, in the County of San Francisco, alleging breach of
fiduciary duty, mismanagement and related causes of action based upon the
Company's restatement of its financial statements. The Company believes that
the litigation is procedurally defective, in light of the plaintiffs' failure
to make prior demand on the Board to investigate the claims in question. The
Company therefore intends to move to dismiss these claims. If the case
proceeds, the Company may be obligated to indemnify and advance the defense
costs of the directors named in the suit, pending a final determination of the
action.

   Pursuant to the Company's articles of incorporation, and certain of its
contractual obligations, the Company has agreed to indemnify its officers and
directors under certain circumstances against claims arising from the lawsuits.
The Company may be obligated to indemnify certain of its officers and directors
for the costs they may incur as a result of the lawsuits.

   While it is not feasible to predict or determine the final outcome of these
or similar proceedings, or to estimate the amounts or potential range of loss
with respect to these matters, management believes that an adverse outcome with
respect to such proceedings could have a material adverse impact on the
company's financial position, results of operations and cash flow.

   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, other than the Securities Actions described above, would not have a
material adverse effect on the Company's financial condition or results of
operations.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

Senior Secured Debt

   As a result of the adjustments to the Company's unaudited interim financial
results for the first, second and third quarters of 1999 and the third quarter
of 1998, and adjustments to its audited financial results for the year ended
December 1998, the Company was in default of a number of provisions of the
agreement covering its senior secured debt. The Company and the lenders amended
this agreement effective March 29, 2000. The amendment to the agreement
includes provisions that:

  . contemplate the sale by the Company of accounts receivable;

  . amend the financial covenants;

  . waive certain existing defaults of covenants and breaches of
    representations and warranties;

                                       28
<PAGE>

  . provide, until the defaults are cured or waived, a forbearance from
    exercising remedies that are available as a result of the Company's
    defaults under the Indentures governing the senior subordinated debt
    until June 30, 2000; or earlier, in the event that the senior
    subordinated debt would be accelerated; and

  . establish the interest rate on borrowings made pursuant to the facility.

Senior Subordinated Debt

   As a result of the adjustments to the Company's unaudited interim financial
results for the first, second and third quarters of 1999 and the third quarter
of 1998, and adjustments to its audited financial results for the year ended
December 1998, the Company was in default under its indentures. The Company has
initiated discussions with the senior subordinated debtholders to promptly
obtain consents for amendments to the indentures and waivers of past defaults
thereunder.

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

   (a) Exhibits

<TABLE>
<CAPTION>
 Exhibit
 Number                                  Exhibit
 -------                                 -------
 <C>     <S>
 2.1     Asset Purchase Agreement, dated as of December 18, 1996, by and
         between MBW Foods Inc. (as successor-in-interest to MBW Acquisition
         Corp.) and Conopco, Inc., as amended. (Incorporated by reference to
         Exhibit 2.1 to Aurora Foods Inc.'s Form S-4 filed on August 21, 1997,
         File No. 333-24715 ("Aurora S-4")).

 2.2     Asset Purchase Agreement, dated as of March 7, 1997, by and between
         Aurora Foods Inc. and Kraft Foods, Inc. (Incorporated by reference to
         Exhibit 2.2 to the Aurora S-4).

 2.3     Asset Purchase Agreement, dated as of November 26, 1997, by and
         between Aurora Foods Inc. and The Procter & Gamble Company.
         (Incorporated by reference to Exhibit 2.1 to the Aurora Foods Inc.'s
         Form 8-K filed on January 30, 1998 (the "Form 8-K")).

 2.4     Merger Agreement, dated as of June 22, 1998, between the Aurora Foods
         Inc. and A Foods Inc. (Incorporated by reference to Exhibit 2.1 to the
         Aurora Foods Inc.'s Form S-1 filed on April 22, 1998, as amended, File
         No. 338-50681 (the "S-1")).

 2.5     Merger Agreement, dated as of June 25, 1998, among Aurora Foods
         Holdings Inc., AurFoods Operating Co. Inc., VDK Holdings, Inc., Van de
         Kamp's, Inc. and A Foods Inc. (Incorporated by reference to Exhibit
         2.2 to the S-1).

 2.6     Certificate of Merger, dated June 23, 1998, of Aurora Foods Inc. with
         and into A Foods Inc. (Incorporated by reference to Exhibit 2.14 to
         the S-1).

 2.7     Amendment to Asset Purchase Agreement, dated as of February 13, 1997,
         between Van de Kamp's, Inc. and Morningstar Foods, Inc. (Incorporated
         by reference to Exhibit 2.2 to Van de Kamp's, Inc.'s Form 10-Q for the
         quarter ended March 31, 1997).

 2.8     Asset Purchase Agreement, dated as of February 3, 1997, between Van de
         Kamp's, Inc. and Morningstar Foods, Inc. (Incorporated by reference to
         Exhibit 2.1 to Van de Kamp's, Inc.'s Form 10-Q for the quarter ended
         March 31, 1997).

 2.9     Supplement No. 1 to Asset Purchase and Sales Agreement, dated as of
         July 9, 1996, between Van de Kamp's, Inc. and the Quaker Oats Company
         ("Quaker Oats"). (Incorporated by reference to Exhibit 2.2 to Van de
         Kamp's, Inc.'s Form 8-K dated July 9, 1996).

 2.10    Asset Purchase and Sales Agreement, dated as of May 15, 1996 between
         Van de Kamp's, Inc. and Quaker Oats. (Incorporated by reference to
         Exhibit 2.1 to Van de Kamp's, Inc.'s Form 8-K dated July 9, 1996).

</TABLE>


                                       29
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                                  Exhibit
 -------                                 -------
 <C>     <S>
 2.11    Asset Purchase and Sale Agreement, dated as of January 17, 1996,
         between Shellfish Acquisition Company, LLC ("Shellfish") and Campbell
         Soup Company ("Campbell"). (Incorporated by reference to the text of
         which and Exhibits to which are incorporated by reference to Exhibit
         2.1 to Van de Kamp's, Inc.'s Form 10-Q for the quarter ended March 30,
         1996 and a list of the contents of the schedule of which is
         incorporated by reference to Exhibit 2.1 to Van de Kamp's, Inc.'s Form
         8-K dated May 6, 1996).

 2.12    Asset Purchase Agreement, dated as of January 17, 1996, between Van de
         Kamp's, Inc. and Shellfish. (Incorporated by reference to Exhibit 2.2
         to the Van de Kamp's, Inc.'s Form 10-Q for the quarter ended March 20,
         1996).

 2.13    Agreement and Amendment No. 1, dated September 19, 1995, to the Asset
         Purchase Agreement among Van de Kamp's, Inc., the Pillsbury Company
         and PET Incorporated. (Incorporated by reference to Exhibit 2.2 to Van
         de Kamp's, Inc.'s Form S-4 filed on October 4, 1995 (the
         "Van de Kamp's S-4")).

 2.14    Asset Purchase Agreement, dated as of July 7, 1995 among Van de
         Kamp's, Inc., the Pillsbury Company and PET Incorporated.
         (Incorporated by reference to Exhibit 2.1 to the Van de Kamp's S-4).

 2.15    Asset Purchase Agreement, dated as of March 10, 1999, by and among the
         Company and Sea Coast Foods, Inc., Galando Investments Limited
         Partnership, Carry-on Limited Partnership, Joseph Galando, Barbara J.
         Galando, Stanley J. Carey and Mary K. Carey. (Incorporated by
         reference to Exhibit 2.1 to the Form 10-Q for the quarter ended March
         31, 1999).

 2.16    Asset Purchase Agreement Dated September 24, 1999 between Aurora Foods
         Inc. and The Eggo Company. (Incorporated by reference to Exhibit 2.1
         to the Aurora Foods Inc. 8-K dated November 1, 1999).

 3.1     Certificate of Incorporation of A Foods Inc., filed with the Secretary
         of State of the State of Delaware on June 19, 1998. (Incorporated by
         reference to Exhibit 3.1 to the S-1).

 3.2     Amended and Restated By-laws of Aurora Foods Inc. (Incorporated by
         reference to exhibit 3.2 to the S-1).

 4.1     Indenture dated as of February 10, 1997, governing the 9 7/8% Series B
         Senior Subordinated Notes due 2007 by and between Aurora Foods Inc.
         and Wilmington Trust Company. (Incorporated by reference to Exhibit
         4.1 to the Aurora S-4).

 4.2     Specimen Certificate of 9 7/8% Series B Senior Subordinated Notes due
         2007 (included in Exhibit 4.1 hereto). (Incorporated by reference to
         Exhibit 4.2 to the Aurora S-4).

 4.3     Form of Note Guarantee to be issued by future subsidiaries of Aurora
         Foods Inc. pursuant to the Indenture (included in Exhibit 4.1 hereto).
         (Incorporated by reference to Exhibit 4.4 to the Aurora S-4). 4.4
         Indenture dated as of July 1, 1997, governing the 9 7/8% Series D
         Senior Subordinated Notes due 2007 by and between Aurora Foods Inc.
         and Wilmington Trust Company (the "Series D Indenture"). (Incorporated
         by reference to Exhibit 4.6 to the Aurora S-4).

 4.5     Specimen Certificate of 9 7/8% Series D Senior Subordinated Notes due
         2007 (included in Exhibit 4.4 hereto). (Incorporated by reference to
         Exhibit 4.3 to the Aurora S-4).

 4.6     Form of Note Guarantee to be issued by future subsidiaries of Aurora
         Foods Inc. pursuant to the Series D Indenture (included in Exhibit 4.4
         hereto). (Incorporated by reference to Exhibit 4.8 to the Aurora S-4).

 4.7     Securityholders Agreement, dated as of April 8, 1998, by and among
         Aurora/VDK LLC, MBW Investors LLC, VDK Foods LLC and the other parties
         signatory thereto. (Incorporated by reference to Exhibit 4.2 to the S-
         1).

 4.8     Indenture dated as of July 1, 1998, governing the 8 3/4% Senior
         Subordinated Notes due 2008 by and between Aurora Foods Inc. and
         Wilmington Trust Company. (Incorporated by reference to Exhibit 4.13
         to the S-1).

</TABLE>


                                       30
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                                  Exhibit
 -------                                 -------
 <C>     <S>
 4.9     Specimen Certificate of 8% Senior Subordinated Notes due 2008
         (Incorporated by reference to Exhibit 4.9 of the Aurora Foods Inc. 10-
         K for the fiscal year ended December 31, 1999. (the "1999 10-K")).

 4.10    Specimen Certificate of the Common Stock. (Incorporated by reference
         to Exhibit 4.1 to the S-1).

 4.11    Supplemental Indenture, governing the 9 7/8% Series D Senior
         Subordinated Notes due 2007, dated as of April 1, 1999, among Sea
         Coast Foods, Inc., Aurora Foods Inc. and Wilmington Trust Company, as
         Trustee. (Incorporated by reference to Exhibit 4.11 of the 1999 10-K).

 4.12    Supplemental Indenture, governing the 9 7/8% Series C Senior
         Subordinated Notes due 2007, dated as of April 1, 1999, among Sea
         Coast Foods, Inc., Aurora Foods Inc. and Wilmington Trust Company, as
         Trustee. (Incorporated by reference to Exhibit 4.12 of the 1999 10-K).

 4.13    Supplemental Indenture, governing the 8 3/4% Senior Subordinated Notes
         due 2008, dated as of April 1, 1999, among Sea Coast Foods, Inc.,
         Aurora Foods Inc. and Wilmington Trust Company, as Trustee.
         (Incorporated by reference to Exhibit 4.13 of the 1999 10-K).

 10.1    VDK Holdings, Inc. Incentive Compensation Plan. (Incorporated by
         reference to Exhibit 10.1 to S-1).

 10.2    Purchase Agreement, dated February 5, 1997, by and between Aurora
         Foods Inc. and Chase Securities, Inc. (Incorporated by reference to
         Exhibit 1.1 to the Aurora S-4).

 10.3*   Employment Agreement, dated as of December 31, 1996, by and between
         Aurora Foods Inc. and Thomas J. Ferraro. (Incorporated by reference to
         Exhibit 10.5 to the Aurora S-4).

 10.4*   Employment Agreement, dated as of December 31, 1996, by and between
         Aurora Foods Inc. and C. Gary Willett. (Incorporated by reference to
         Exhibit 10.6 to the Aurora S-4).

 10.5    License Agreement, dated as of February 21, 1979, between General Host
         Corporation and VDK Acquisition Corporation. (Incorporated by
         reference to Exhibit 10.27 to the Van de Kamp's S-4).

 10.6    License Agreement, dated as of October 14, 1978, between General Host
         Corporation and Van de Kamp's Dutch Bakeries. (Incorporated by
         reference to Exhibit 10.28 to the Van de Kamp's S-4).

 10.7    Trademark License Agreement, dated July 9, 1996 among Quaker Oats, The
         Quaker Oats Company of Canada Limited and Van de Kamp's, Inc.
         (Incorporated by reference to Exhibit H to Exhibit 2.1 to Van de
         Kamp's, Inc.'s Form 8-K dated July 9, 1996).

 10.8    First Amended and Restated Red Wing Co-Pack Agreement, dated as of
         November 19, 1997, by and between Aurora Foods Inc. and The Red Wing
         Company, Inc. (Confidential treatment for a portion of this document
         has been requested by the Company). (Incorporated by reference to
         Exhibit 10.16 to Aurora Foods Inc.'s Form 10-K, filed on March 27,
         1998 (the "Aurora 10-K")).

 10.9    Production Agreement, dated November 19, 1997, by and between Aurora
         Foods Inc. and The Red Wing Company, Inc. (Confidential treatment for
         a portion of this document has been requested by the Company).
         (Incorporated by reference to Exhibit 10.18 to the Aurora 10-K).

 10.10*  Amendment No. 1 to Ferraro Employment Agreement, dated as of January
         1, 1998, between Aurora Foods Inc. and Thomas J. Ferraro.
         (Incorporated by reference to Exhibit 10.10 to the S-1).

 10.11*  Amendment No. 1 to Willett Employment Agreement, dated as of January
         1, 1998, between C. Gary Willett and Aurora Foods Inc. (Incorporated
         by reference to Exhibit 10.13 to the S-1).

 10.12*  Employment Agreement between Ian R. Wilson and Aurora Foods Inc.
         (Incorporated by reference to Exhibit 10.7 to the S-1).

 10.13*  Employment Agreement between James B. Ardrey and Aurora Foods Inc.
         (Incorporated by reference to Exhibit 10.8 to the S-1).

 10.14*  Employment Agreement between Ray Chung and Aurora Foods Inc.
         (Incorporated by reference to Exhibit 10.9 to the S-1).

</TABLE>


                                       31
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                                  Exhibit
 -------                                 -------
 <C>     <S>
 10.15*  Employment Agreement between M. Laurie Cummings and Aurora Foods Inc.
         (Incorporated by reference to Exhibit 10.10 to the S-1).

 10.16*  Amendment No. 1 to Ellinwood Amended and Restated Employment
         Agreement, dated as of January 1, 1998, between Thomas O. Ellinwood
         and Van de Kamp's, Inc. (Incorporated by reference to Exhibit 10.15 to
         the S-1).

 10.17*  Amended and Restated Employment Agreement, dated as of March 11, 1997,
         by and between Thomas O. Ellinwood and Van de Kamp's, Inc.
         (Incorporated by reference to Exhibit 10.16 to the S-1).
 10.18*  Employment Agreement, dated as of February 16, 1998, by and between
         Van de Kamp's, Inc. and Anthony A. Bevilacqua. (Incorporated by
         reference to Exhibit 10.17 to the S-1).

 10.19   Expense Agreement, made as of July 1, 1998, between Aurora Foods Inc.
         and Dartford Partnership L.L.C. (Incorporated by reference to Exhibit
         10.32 to the S-1).

 10.20*  Advisory Agreement, made as of April 8, 1998, among Aurora/VDK LLC,
         Van de Kamp's, Inc., VDK Holdings, Inc., Aurora Foods Inc. and Aurora
         Foods Holdings Inc. and Dartford Partnership L.L.C. (Incorporated by
         reference to Exhibit 10.33 to the S-1).

 10.21*  Advisory Agreement, made as of April 8, 1998, among Aurora/VDK LLC,
         Van de Kamp's, Inc., VDK Holdings, Inc., Aurora Foods Inc. and Aurora
         Foods Holdings Inc. and MDC Management Company III, L.P. (Incorporated
         by reference to Exhibit 10.34 to the S-1).

 10.22*  Advisory Agreement, made as of April 8, 1998, between Fenway Partners,
         Inc. and Aurora/VDK LLC, Van de Kamp's, Inc., VDK Holdings, Inc.,
         Aurora Foods Inc. and Aurora Foods Holdings Inc. (Incorporated by
         reference to Exhibit 10.35 to the S-1).

 10.23   Indemnity Agreement, dated as of July 1, 1998, between Ian R. Wilson
         and Aurora Foods Inc. (Incorporated by reference to Exhibit 10.46 to
         the S-1).

 10.24   Indemnity Agreement, dated as of July 1, 1998, between James B. Ardrey
         and Aurora Foods Inc. (Incorporated by reference to Exhibit 10.49 to
         the S-1).

 10.25   Indemnity Agreement, dated as of July 1, 1998, between Clive A. Apsey
         and Aurora Foods Inc. (Incorporated by reference to Exhibit 10.50 to
         the S-1).

 10.26   Indemnity Agreement, dated as of July 1, 1998, between David E. De
         Leeuw and Aurora Foods Inc. (Incorporated by reference to Exhibit
         10.52 to the S-1).

 10.27   Indemnity Agreement, dated as of July 1, 1998, between Charles J.
         Delaney and Aurora Foods Inc. (Incorporated by reference to Exhibit
         10.53 to the S-1).

 10.28   Indemnity Agreement, dated as of July 1, 1998, between Richard C.
         Dresdale and Aurora Foods Inc. (Incorporated by reference to Exhibit
         10.54 to the S-1).

 10.29   Indemnity Agreement, dated as of July 1, 1998, between Andrea Geisser
         and Aurora Foods Inc. (Incorporated by reference to Exhibit 10.55 to
         the S-1).

 10.30   Indemnity Agreement, dated as of July 1, 1998, between Peter Lamm and
         Aurora Foods Inc. (Incorporated by reference to Exhibit 10.56 to the
         S-1).

 10.31*  1998 Employee Stock Purchase Plan (Incorporated by reference to
         Exhibit 10.48 to the Aurora Foods Inc. Form 10-K for the fiscal year
         ended December 31, 1998).

 10.32   Production Agreement, dated as of June 4, 1998, by and between Aurora
         Foods Inc. and Gilster-Mary Lee Corporation. (Incorporated by
         reference to Exhibit 10.48 to the S-1).

</TABLE>


                                       32
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                                  Exhibit
 -------                                 -------
 <C>     <S>
 10.33*  1998 Long Term Incentive Plan (Incorporated by reference to Exhibit
         10.50 to the Aurora Foods Inc. Form 10-K for the fiscal year ended
         December 31, 1998).

 10.34   Fifth Amended and Restated Credit Agreement dated November 1, 1999 and
         entered into by and among Aurora Foods Inc., as Borrower, the Lenders
         listed therein, the Chase Manhattan Bank, as Administrative Agent for
         the Lenders, National Westminster Bank PLC, as Syndication Agent, and
         UBS AG, Stamford Branch, as Documentation Agent (Incorporated by
         reference to Exhibit 10.1 to the Aurora Foods Inc. 8-K dated November
         1, 1999).

 10.35   First Amendment, Forbearance and Waiver, dated as of March 29, 2000,
         to the Fifth Amended and Restated Credit Agreement dated November 1,
         1999 and entered into by and among Aurora Foods Inc., as Borrower, the
         Lenders listed therein, the Chase Manhattan Bank, as Administrative
         Agent for the Lenders, National Westminster Bank PLC, as Syndication
         Agent, and UBS AG, Stamford Branch, as Documentation Agent.

 10.36   Amendment, dated as of April 28, 2000, to the Fifth Amended and
         Restated Credit Agreement dated November 1, 1999 and entered into by
         and among Aurora Foods Inc., as Borrower, the Lenders listed therein,
         the Chase Manhattan Bank, as Administrative Agent for the Lenders,
         National Westminster Bank PLC, as Syndication Agent, and UBS AG,
         Stamford Branch, as Documentation Agent.

 10.37   Collective Bargaining Agreement between Lender's Bagel Bakery and
         Bakery, Confectionery and Tobacco Workers of America Local # 429--
         September 1, 1998 to August 31, 2001. (Incorporated by reference to
         Exhibit 10.35 of the 1999 10-K).

 10.38   Receivables Purchase Agreement, dated as of April 19, 2000, and
         entered into by and between Aurora Foods Inc., as Seller, and the
         Chase Manhattan Bank, as Borrower.

 10.39   Employment Agreement dated as of March 21, 2000, among Aurora Foods
         Inc. and Christopher T. Sortwell.

 27.1    Financial Data Schedule for the period ended March 31, 2000 submitted
         to the Securities and Exchange Commission in electronic format.
</TABLE>
--------
*Represents management contracts or compensatory plans or arrangements

                                       33
<PAGE>

   (b) Reports on Form 8-K

 Date Filed

January 11 and
January 12, 2000           Amendments to 8-K in connection with the
                           Acquisition of Lender's Bagel business. The
                           financial statements included with the 8-K/A's were
                           as follows:

                           (a) Financial statements of the Business Acquired:
                               the statement of Acquired Assets and
                               Liabilities as of December 31, 1998 (audited)
                               and September 30, 1999 (unaudited) and the
                               Statement of Operations for the year ended
                               December 31, 1998 (audited) and nine months
                               ended September 30, 1999, together with the
                               report of independent accountants thereon.
                           (b) Pro Forma Financial Information: the pro forma
                               statement of operations of Aurora Foods Inc.
                               for the year ended December 31, 1998 and the
                               nine months ended September 30, 1999 and the
                               pro forma balance sheet as of September 30,
                               1999 together with notes.

February 22, 2000          Press release announcing a special committee has
                           been formed to conduct an investigation into the
                           Company's accounting practices.

March 3, 2000              Complaints filed against the Company and certain of
                           its officers and directors.

April 4, 2000              Press release announcing new management and
                           restatement of financial results.

April 20, 2000             The Company's sale of certain accounts receivable
                           and adjusted EBITDA.

                                       34
<PAGE>

                                   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.

                                                /s/ Christopher T. Sortwell
Date: May 15, 2000                        By: _________________________________
                                                  Christopher T. Sortwell
                                                  Chief Financial Officer
                                                 (Duly Authorized Officer,
                                              Principal Financial Officer and
                                               Principal Accounting Officer)

                                       35
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                                  Exhibit
 -------                                 -------
 <C>     <S>
 2.1     Asset Purchase Agreement, dated as of December 18, 1996, by and
         between MBW Foods Inc. (as successor-in-interest to MBW Acquisition
         Corp.) and Conopco, Inc., as amended. (Incorporated by reference to
         Exhibit 2.1 to Aurora Foods Inc.'s Form S-4 filed on August 21, 1997,
         File No. 333-24715 ("Aurora S-4")).

 2.2     Asset Purchase Agreement, dated as of March 7, 1997, by and between
         Aurora Foods Inc. and Kraft Foods, Inc. (Incorporated by reference to
         Exhibit 2.2 to the Aurora S-4).

 2.3     Asset Purchase Agreement, dated as of November 26, 1997, by and
         between Aurora Foods Inc. and The Procter & Gamble Company.
         (Incorporated by reference to Exhibit 2.1 to the Aurora Foods Inc.'s
         Form 8-K filed on January 30, 1998 (the "Form 8-K")).

 2.4     Merger Agreement, dated as of June 22, 1998, between the Aurora Foods
         Inc. and A Foods Inc. (Incorporated by reference to Exhibit 2.1 to the
         Aurora Foods Inc.'s Form S-1 filed on April 22, 1998, as amended, File
         No. 338-50681 (the "S-1")).

 2.5     Merger Agreement, dated as of June 25, 1998, among Aurora Foods
         Holdings Inc., AurFoods Operating Co. Inc., VDK Holdings, Inc., Van de
         Kamp's, Inc. and A Foods Inc. (Incorporated by reference to Exhibit
         2.2 to the S-1).

 2.6     Certificate of Merger, dated June 23, 1998, of Aurora Foods Inc. with
         and into A Foods Inc. (Incorporated by reference to Exhibit 2.14 to
         the S-1).

 2.7     Amendment to Asset Purchase Agreement, dated as of February 13, 1997,
         between Van de Kamp's, Inc. and Morningstar Foods, Inc. (Incorporated
         by reference to Exhibit 2.2 to Van de Kamp's, Inc.'s Form 10-Q for the
         quarter ended March 31, 1997).

 2.8     Asset Purchase Agreement, dated as of February 3, 1997, between Van de
         Kamp's, Inc. and Morningstar Foods, Inc. (Incorporated by reference to
         Exhibit 2.1 to Van de Kamp's, Inc.'s Form 10-Q for the quarter ended
         March 31, 1997).

 2.9     Supplement No. 1 to Asset Purchase and Sales Agreement, dated as of
         July 9, 1996, between Van de Kamp's, Inc. and the Quaker Oats Company
         ("Quaker Oats"). (Incorporated by reference to Exhibit 2.2 to Van de
         Kamp's, Inc.'s Form 8-K dated July 9, 1996).

 2.10    Asset Purchase and Sales Agreement, dated as of May 15, 1996 between
         Van de Kamp's, Inc. and Quaker Oats. (Incorporated by reference to
         Exhibit 2.1 to Van de Kamp's, Inc.'s Form 8-K dated July 9, 1996).
 2.11    Asset Purchase and Sale Agreement, dated as of January 17, 1996,
         between Shellfish Acquisition Company, LLC ("Shellfish") and Campbell
         Soup Company ("Campbell"). (Incorporated by reference to the text of
         which and Exhibits to which are incorporated by reference to Exhibit
         2.1 to Van de Kamp's, Inc.'s Form 10-Q for the quarter ended March 30,
         1996 and a list of the contents of the schedule of which is
         incorporated by reference to Exhibit 2.1 to Van de Kamp's, Inc.'s Form
         8-K dated May 6, 1996).

 2.12    Asset Purchase Agreement, dated as of January 17, 1996, between Van de
         Kamp's, Inc. and Shellfish. (Incorporated by reference to Exhibit 2.2
         to the Van de Kamp's, Inc.'s Form 10-Q for the quarter ended March 20,
         1996).

 2.13    Agreement and Amendment No. 1, dated September 19, 1995, to the Asset
         Purchase Agreement among Van de Kamp's, Inc., the Pillsbury Company
         and PET Incorporated. (Incorporated by reference to Exhibit 2.2 to Van
         de Kamp's, Inc.'s Form S-4 filed on October 4, 1995 (the
         "Van de Kamp's S-4")).

 2.14    Asset Purchase Agreement, dated as of July 7, 1995 among Van de
         Kamp's, Inc., the Pillsbury Company and PET Incorporated.
         (Incorporated by reference to Exhibit 2.1 to the Van de Kamp's S-4).

</TABLE>


                                       36
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                                  Exhibit
 -------                                 -------
 <C>     <S>
 2.15    Asset Purchase Agreement, dated as of March 10, 1999, by and among the
         Company and Sea Coast Foods, Inc., Galando Investments Limited
         Partnership, Carry-on Limited Partnership, Joseph Galando, Barbara J.
         Galando, Stanley J. Carey and Mary K. Carey. (Incorporated by
         reference to Exhibit 2.1 to the Form 10-Q for the quarter ended March
         31, 1999).

 2.16    Asset Purchase Agreement Dated September 24, 1999 between Aurora Foods
         Inc. and The Eggo Company. (Incorporated by reference to Exhibit 2.1
         to the Aurora Foods Inc. 8-K dated November 1, 1999).

 3.1     Certificate of Incorporation of A Foods Inc., filed with the Secretary
         of State of the State of Delaware on June 19, 1998. (Incorporated by
         reference to Exhibit 3.1 to the S-1).

 3.2     Amended and Restated By-laws of Aurora Foods Inc. (Incorporated by
         reference to exhibit 3.2 to the S-1).

 4.1     Indenture dated as of February 10, 1997, governing the 9 7/8% Series B
         Senior Subordinated Notes due 2007 by and between Aurora Foods Inc.
         and Wilmington Trust Company. (Incorporated by reference to Exhibit
         4.1 to the Aurora S-4).

 4.2     Specimen Certificate of 9 7/8% Series B Senior Subordinated Notes due
         2007 (included in Exhibit 4.1 hereto). (Incorporated by reference to
         Exhibit 4.2 to the Aurora S-4).

 4.3     Form of Note Guarantee to be issued by future subsidiaries of Aurora
         Foods Inc. pursuant to the Indenture (included in Exhibit 4.1 hereto).
         (Incorporated by reference to Exhibit 4.4 to the Aurora S-4). 4.4
         Indenture dated as of July 1, 1997, governing the 9 7/8% Series D
         Senior Subordinated Notes due 2007 by and between Aurora Foods Inc.
         and Wilmington Trust Company (the "Series D Indenture"). (Incorporated
         by reference to Exhibit 4.6 to the Aurora S-4).

 4.5     Specimen Certificate of 9 7/8% Series D Senior Subordinated Notes due
         2007 (included in Exhibit 4.4 hereto). (Incorporated by reference to
         Exhibit 4.3 to the Aurora S-4).

 4.6     Form of Note Guarantee to be issued by future subsidiaries of Aurora
         Foods Inc. pursuant to the Series D Indenture (included in Exhibit 4.4
         hereto). (Incorporated by reference to Exhibit 4.8 to the Aurora S-4).

 4.7     Securityholders Agreement, dated as of April 8, 1998, by and among
         Aurora/VDK LLC, MBW Investors LLC, VDK Foods LLC and the other parties
         signatory thereto. (Incorporated by reference to Exhibit 4.2 to the S-
         1).

 4.8     Indenture dated as of July 1, 1998, governing the 8 3/4% Senior
         Subordinated Notes due 2008 by and between Aurora Foods Inc. and
         Wilmington Trust Company. (Incorporated by reference to Exhibit 4.13
         to the S-1).

 4.9     Specimen Certificate of 8% Senior Subordinated Notes due 2008
         (Incorporated by reference to Exhibit 4.9 of the Aurora Foods Inc. 10-
         K for the fiscal year ended December 31, 1999. (the "1999 10-K")).

 4.10    Specimen Certificate of the Common Stock. (Incorporated by reference
         to Exhibit 4.1 to the S-1).

 4.11    Supplemental Indenture, governing the 9 7/8% Series D Senior
         Subordinated Notes due 2007, dated as of April 1, 1999, among Sea
         Coast Foods, Inc., Aurora Foods Inc. and Wilmington Trust Company, as
         Trustee. (Incorporated by reference to Exhibit 4.11 of the 1999 10-K).

 4.12    Supplemental Indenture, governing the 9 7/8% Series C Senior
         Subordinated Notes due 2007, dated as of April 1, 1999, among Sea
         Coast Foods, Inc., Aurora Foods Inc. and Wilmington Trust Company, as
         Trustee. (Incorporated by reference to Exhibit 4.12 of the 1999 10-K).

 4.13    Supplemental Indenture, governing the 8 3/4% Senior Subordinated Notes
         due 2008, dated as of April 1, 1999, among Sea Coast Foods, Inc.,
         Aurora Foods Inc. and Wilmington Trust Company, as Trustee.
         (Incorporated by reference to Exhibit 4.13 of the 1999 10-K).

</TABLE>


                                       37
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                                  Exhibit
 -------                                 -------
 <C>     <S>
 10.1    VDK Holdings, Inc. Incentive Compensation Plan. (Incorporated by
         reference to Exhibit 10.1 to S-1).

 10.2    Purchase Agreement, dated February 5, 1997, by and between Aurora
         Foods Inc. and Chase Securities, Inc. (Incorporated by reference to
         Exhibit 1.1 to the Aurora S-4).

 10.3*   Employment Agreement, dated as of December 31, 1996, by and between
         Aurora Foods Inc. and Thomas J. Ferraro. (Incorporated by reference to
         Exhibit 10.5 to the Aurora S-4).

 10.4*   Employment Agreement, dated as of December 31, 1996, by and between
         Aurora Foods Inc. and C. Gary Willett. (Incorporated by reference to
         Exhibit 10.6 to the Aurora S-4).

 10.5    License Agreement, dated as of February 21, 1979, between General Host
         Corporation and VDK Acquisition Corporation. (Incorporated by
         reference to Exhibit 10.27 to the Van de Kamp's S-4).

 10.6    License Agreement, dated as of October 14, 1978, between General Host
         Corporation and Van de Kamp's Dutch Bakeries. (Incorporated by
         reference to Exhibit 10.28 to the Van de Kamp's S-4).

 10.7    Trademark License Agreement, dated July 9, 1996 among Quaker Oats, The
         Quaker Oats Company of Canada Limited and Van de Kamp's, Inc.
         (Incorporated by reference to Exhibit H to Exhibit 2.1 to Van de
         Kamp's, Inc.'s Form 8-K dated July 9, 1996).

 10.8    First Amended and Restated Red Wing Co-Pack Agreement, dated as of
         November 19, 1997, by and between Aurora Foods Inc. and The Red Wing
         Company, Inc. (Confidential treatment for a portion of this document
         has been requested by the Company). (Incorporated by reference to
         Exhibit 10.16 to Aurora Foods Inc.'s Form 10-K, filed on March 27,
         1998 (the "Aurora 10-K")).

 10.9    Production Agreement, dated November 19, 1997, by and between Aurora
         Foods Inc. and The Red Wing Company, Inc. (Confidential treatment for
         a portion of this document has been requested by the Company).
         (Incorporated by reference to Exhibit 10.18 to the Aurora 10-K).

 10.10*  Amendment No. 1 to Ferraro Employment Agreement, dated as of January
         1, 1998, between Aurora Foods Inc. and Thomas J. Ferraro.
         (Incorporated by reference to Exhibit 10.10 to the S-1).

 10.11*  Amendment No. 1 to Willett Employment Agreement, dated as of January
         1, 1998, between C. Gary Willett and Aurora Foods Inc. (Incorporated
         by reference to Exhibit 10.13 to the S-1).

 10.12*  Employment Agreement between Ian R. Wilson and Aurora Foods Inc.
         (Incorporated by reference to Exhibit 10.7 to the S-1).

 10.13*  Employment Agreement between James B. Ardrey and Aurora Foods Inc.
         (Incorporated by reference to Exhibit 10.8 to the S-1).

 10.14*  Employment Agreement between Ray Chung and Aurora Foods Inc.
         (Incorporated by reference to Exhibit 10.9 to the S-1).

 10.15*  Employment Agreement between M. Laurie Cummings and Aurora Foods Inc.
         (Incorporated by reference to Exhibit 10.10 to the S-1).

 10.16*  Amendment No. 1 to Ellinwood Amended and Restated Employment
         Agreement, dated as of January 1, 1998, between Thomas O. Ellinwood
         and Van de Kamp's, Inc. (Incorporated by reference to Exhibit 10.15 to
         the S-1).

 10.17*  Amended and Restated Employment Agreement, dated as of March 11, 1997,
         by and between Thomas O. Ellinwood and Van de Kamp's, Inc.
         (Incorporated by reference to Exhibit 10.16 to the S-1).
 10.18*  Employment Agreement, dated as of February 16, 1998, by and between
         Van de Kamp's, Inc. and Anthony A. Bevilacqua. (Incorporated by
         reference to Exhibit 10.17 to the S-1).

 10.19   Expense Agreement, made as of July 1, 1998, between Aurora Foods Inc.
         and Dartford Partnership L.L.C. (Incorporated by reference to Exhibit
         10.32 to the S-1).

</TABLE>


                                       38
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                                  Exhibit
 -------                                 -------
 <C>     <S>
 10.20*  Advisory Agreement, made as of April 8, 1998, among Aurora/VDK LLC,
         Van de Kamp's, Inc., VDK Holdings, Inc., Aurora Foods Inc. and Aurora
         Foods Holdings Inc. and Dartford Partnership L.L.C. (Incorporated by
         reference to Exhibit 10.33 to the S-1).

 10.21*  Advisory Agreement, made as of April 8, 1998, among Aurora/VDK LLC,
         Van de Kamp's, Inc., VDK Holdings, Inc., Aurora Foods Inc. and Aurora
         Foods Holdings Inc. and MDC Management Company III, L.P. (Incorporated
         by reference to Exhibit 10.34 to the S-1).

 10.22*  Advisory Agreement, made as of April 8, 1998, between Fenway Partners,
         Inc. and Aurora/VDK LLC, Van de Kamp's, Inc., VDK Holdings, Inc.,
         Aurora Foods Inc. and Aurora Foods Holdings Inc. (Incorporated by
         reference to Exhibit 10.35 to the S-1).

 10.23   Indemnity Agreement, dated as of July 1, 1998, between Ian R. Wilson
         and Aurora Foods Inc. (Incorporated by reference to Exhibit 10.46 to
         the S-1).

 10.24   Indemnity Agreement, dated as of July 1, 1998, between James B. Ardrey
         and Aurora Foods Inc. (Incorporated by reference to Exhibit 10.49 to
         the S-1).

 10.25   Indemnity Agreement, dated as of July 1, 1998, between Clive A. Apsey
         and Aurora Foods Inc. (Incorporated by reference to Exhibit 10.50 to
         the S-1).

 10.26   Indemnity Agreement, dated as of July 1, 1998, between David E. De
         Leeuw and Aurora Foods Inc. (Incorporated by reference to Exhibit
         10.52 to the S-1).

 10.27   Indemnity Agreement, dated as of July 1, 1998, between Charles J.
         Delaney and Aurora Foods Inc. (Incorporated by reference to Exhibit
         10.53 to the S-1).

 10.28   Indemnity Agreement, dated as of July 1, 1998, between Richard C.
         Dresdale and Aurora Foods Inc. (Incorporated by reference to Exhibit
         10.54 to the S-1).

 10.29   Indemnity Agreement, dated as of July 1, 1998, between Andrea Geisser
         and Aurora Foods Inc. (Incorporated by reference to Exhibit 10.55 to
         the S-1).

 10.30   Indemnity Agreement, dated as of July 1, 1998, between Peter Lamm and
         Aurora Foods Inc. (Incorporated by reference to Exhibit 10.56 to the
         S-1).

 10.31*  1998 Employee Stock Purchase Plan (Incorporated by reference to
         Exhibit 10.48 to the Aurora Foods Inc. Form 10-K for the fiscal year
         ended December 31, 1998).

 10.32   Production Agreement, dated as of June 4, 1998, by and between Aurora
         Foods Inc. and Gilster-Mary Lee Corporation. (Incorporated by
         reference to Exhibit 10.48 to the S-1).

 10.33*  1998 Long Term Incentive Plan (Incorporated by reference to Exhibit
         10.50 to the Aurora Foods Inc. Form 10-K for the fiscal year ended
         December 31, 1998).

 10.34   Fifth Amended and Restated Credit Agreement dated November 1, 1999 and
         entered into by and among Aurora Foods Inc., as Borrower, the Lenders
         listed therein, the Chase Manhattan Bank, as Administrative Agent for
         the Lenders, National Westminster Bank PLC, as Syndication Agent, and
         UBS AG, Stamford Branch, as Documentation Agent (Incorporated by
         reference to Exhibit 10.1 to the Aurora Foods Inc. 8-K dated November
         1, 1999).

 10.35   First Amendment, Forbearance and Waiver, dated as of March 29, 2000,
         to the Fifth Amended and Restated Credit Agreement dated November 1,
         1999 and entered into by and among Aurora Foods Inc., as Borrower, the
         Lenders listed therein, the Chase Manhattan Bank, as Administrative
         Agent for the Lenders, National Westminster Bank PLC, as Syndication
         Agent, and UBS AG, Stamford Branch, as Documentation Agent.

 10.36   Amendment, dated as of April 28, 2000, to the Fifth Amended and
         Restated Credit Agreement dated November 1, 1999 and entered into by
         and among Aurora Foods Inc., as Borrower, the Lenders listed therein,
         the Chase Manhattan Bank, as Administrative Agent for the Lenders,
         National Westminster Bank PLC, as Syndication Agent, and UBS AG,
         Stamford Branch, as Documentation Agent.

</TABLE>


                                       39
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                                 Exhibit
 -------                                -------
 <C>     <S>
 10.37   Collective Bargaining Agreement between Lender's Bagel Bakery and
         Bakery, Confectionery and Tobacco Workers of America Local # 429--
         September 1, 1998 to August 31, 2001. (Incorporated by reference to
         Exhibit 10.35 of the 1999 10-K).

 10.38   Receivables Purchase Agreement, dated as of April 19, 2000, and
         entered into by and between Aurora Foods Inc., as Seller, and the
         Chase Manhattan Bank, as Borrower.

 10.39   Employment Agreement dated as of March 21, 2000, among Aurora Foods
         Inc. and Christopher T. Sortwell.

 27.1    Financial Data Schedule for the period ended March 31, 2000 submitted
         to the Securities and Exchange Commission in electronic format.
</TABLE>
--------
*Represents management contracts or compensatory plans or arrangements

                                       40