HEINZ H J CO

CIK:0000046640|SEC Filings

Discontinued Operations

6 Months Ended

Oct. 27, 2013

Discontinued Operations and Disposal Groups [Abstract]

During the first quarter of Fiscal 2014, the Company completed the sale of Shanghai LongFong Foods ("LongFong") business, resulting in an insignificant pre-tax and after-tax loss which was recorded in discontinued operations in the Successor period. The net assets held for sale related to LongFong are reported in Other current assets, Other non-current assets, Other accrued liabilities and Other non-current liabilities on the condensed consolidated balance sheet as of April 28, 2013 as they are not material for separate balance sheet presentation.

During the first quarter of Fiscal 2013, the Company completed the sale of its U.S. Foodservice frozen desserts business, resulting in a $32.7 million pre-tax ($21.1 million after-tax) loss which has been recorded in discontinued operations.

The operating results related to these businesses have been included in discontinued operations in the Company's consolidated statements of income for all periods presented. The following table presents summarized operating results for these discontinued operations:



	Second Quarter Ended
	Successor			Predecessor
	October 27, 2013 FY 2014			October 28, 2012 FY 2013
	(In millions)
Sales	$	—		$	5.7
Net after-tax losses	$	(3.9	)	$	(4.6	)
Tax benefit on losses	$	—		$	—



	Successor			Predecessor
	February 8 - October 27, 2013 FY 2014			April 29 - June 7, 2013 FY 2014			Six Months Ended October 28, 2012 FY 2013
	(In millions)
Sales	$	2.9		$	1.2		15.9
Net after-tax losses	$	(5.6	)	$	(1.3	)	(12.3	)
Tax benefit on losses	$	—		$	—		0.6

Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended	1 Months Ended	6 Months Ended
	Oct. 27, 2013 Successor	Jun. 07, 2013 Predecessor	Oct. 28, 2012 Predecessor
Cash Flows from Operating Activities:
Net (loss)/income	$ (38,489)	$ (192,697)	$ 556,266
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	114,330	35,880	147,334
Amortization	29,821	4,276	21,075
Amortization of deferred debt issuance costs	18,807	867	2,333
Inventory fair value step-up charged to cost of products sold	383,300	0	0
Deferred tax benefit	(257,990)	(20,492)	(60,101)
Net loss on divestitures	0	0	20,915
Pension contributions	(105,857)	(6,812)	(31,701)
Unrealized gain on derivative instruments	(117,934)	0	0
Other items, net	13,854	23,706	14,623
Changes in current assets and liabilities, excluding effects of acquisitions and divestitures:
Receivables (includes proceeds from securitization)	(36,558)	(3,360)	(148,839)
Inventories	26,228	(183,413)	(241,878)
Prepaid expenses and other current assets	21,611	(18,411)	(7,022)
Accounts payable	(79,527)	(69,825)	95,077
Accrued liabilities	(30,724)	48,025	(51,899)
Income taxes	(70,433)	10,163	(24,906)
Cash (used for)/provided by operating activities	(129,561)	(372,093)	291,277
Cash Flows from Investing Activities:
Capital expenditures	(98,833)	(120,154)	(175,673)
Proceeds from disposals of property, plant and equipment	4,332	108	15,133
Proceeds from divestitures	25,987	0	16,777
Acquisition of business, net of cash on hand	(21,494,287)	0	0
Other items, net	(4,478)	30,251	(7,500)
Cash used for investing activities	(21,567,279)	(89,795)	(151,263)
Cash Flows from Financing Activities:
Payments on long-term debt	(2,663,521)	(439,747)	(208,728)
Proceeds from long-term debt	12,568,875	1,521	198,419
Debt issuance costs	(320,824)	0	0
Net (payments)/proceeds on commercial paper and short-term debt	(1,647,305)	480,672	19,996
Dividends	(180,000)	0	(333,349)
Exercise of stock options	0	886	60,664
Purchase of treasury stock	0	0	(80,016)
Acquisitions of subsidiary shares from noncontrolling interest	0	0	(80,132)
Capital contributions	16,500,000		0
Other items, net	31,199	42,086	1,536
Cash provided by/(used for) financing activities	24,288,424	85,418	(421,610)
Effect of exchange rate changes on cash and cash equivalents	(1,429)	(30,262)	(41,643)
Net increase/(decrease) in cash and cash equivalents	2,590,155	(406,732)	(323,239)
Cash and cash equivalents at beginning of year			1,330,441
Cash and cash equivalents at end of period	$ 2,590,155	$ 2,069,967	$ 1,007,202

Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands, unless otherwise specified

Oct. 27, 2013

Successor

Apr. 28, 2013

Predecessor

Current Assets:

Cash and cash equivalents

$ 2,590,155

$ 2,476,699

^[1]

Trade receivables, net

1,050,429

872,864

^[1]

Other receivables, net

220,867

200,988

^[1]

Inventories:

Finished goods and work-in-process

1,234,718

1,076,779

^[1]

Packaging material and ingredients

296,109

255,918

^[1]

Total inventories

1,530,827

1,332,697

^[1]

Prepaid expenses

164,236

160,658

^[1]

Other current assets

188,057

91,656

^[1]

Total current assets

5,744,571

5,135,562

^[1]

Property, plant and equipment

2,819,966

5,359,089

^[1]

Less accumulated depreciation

111,029

2,900,288

^[1]

Total property, plant and equipment, net

2,708,937

2,458,801

^[1]

Goodwill

15,652,494

3,079,250

^[1]

Trademarks, net

11,561,977

1,037,283

^[1]

Other intangibles, net

2,084,517

378,187

^[1]

Other non-current assets

1,041,449

849,924

^[1]

Total other non-current assets

30,340,437

5,344,644

^[1]

Total assets

38,793,945

12,939,007

^[1]

Current Liabilities:

Short-term debt

137,197

1,137,181

^[1]

Portion of long-term debt due within one year

106,353

1,023,212

^[1]

Trade payables

1,240,811

1,310,009

^[1]

Other payables

154,407

182,828

^[1]

Accrued marketing

329,605

313,930

^[1]

Other accrued liabilities

712,126

705,482

^[1]

Income taxes

39,776

114,230

^[1]

Total current liabilities

2,720,275

4,786,872

^[1]

Long-term debt

14,618,371

3,848,339

^[1]

Deferred income taxes

4,057,854

678,565

^[1]

Non-pension postretirement benefits

229,788

240,319

^[1]

Other non-current liabilities

470,071

506,562

^[1]

Total long-term liabilities

19,376,084

5,273,785

^[1]

Redeemable noncontrolling interest

27,979

29,529

^[1]

Equity:

Capital stock

16,320,000

107,774

^[1]

Additional capital

224

608,504

^[1]

(Accumulated deficit)/retained earnings

(41,835)

7,907,033

^[1]

Accumulated other comprehensive loss

166,168

(1,174,538)

^[1]

Equity

16,444,557

7,448,773

^[1]

Less:

Treasury stock at cost (109,831 shares at April 28, 2013)

(4,647,242)

^[1]

Total H. J. Heinz Company shareholders' equity

16,444,557

2,801,531

^[1]

Noncontrolling interest

225,050

47,290

^[1]

Total equity

16,669,607

2,848,821

^[1]

Total liabilities and equity

$ 38,793,945

$ 12,939,007

^[1]

[1]	The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.