Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 06, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | DEAN FOODS CO | |
Trading Symbol | DF | |
Entity Central Index Key | 931,336 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 94,429,891 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 105,690 | $ 16,362 |
Receivables, net allowances of $13,064 and $14,850 | 614,075 | 747,630 |
Income tax receivable | 16,365 | 64,443 |
Inventories | 244,585 | 251,831 |
Deferred income taxes | 45,090 | 50,362 |
Prepaid expenses and other current assets | 39,003 | 49,432 |
Total current assets | 1,064,808 | 1,180,060 |
Property, plant and equipment, net | 1,140,784 | 1,172,596 |
Goodwill | 86,841 | 86,841 |
Identifiable intangible and other assets, net | 177,477 | 294,724 |
Deferred income taxes | 39,009 | 35,415 |
Total | 2,508,919 | 2,769,636 |
Current liabilities: | ||
Accounts payable and accrued expenses | 700,531 | 774,900 |
Current portion of debt | 1,200 | 698 |
Current portion of litigation settlements | 17,977 | 18,853 |
Total current liabilities | 719,708 | 794,451 |
Long-term debt | 838,066 | 916,481 |
Deferred income taxes | 94,781 | 137,944 |
Other long-term liabilities | 282,195 | 276,318 |
Long-term litigation settlements | $ 0 | $ 17,124 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Preferred stock, none issued | $ 0 | $ 0 |
Common stock, 94,430,411 and 94,080,840 shares issued and outstanding, with a par value of $0.01 per share | 944 | 941 |
Additional paid-in capital | 743,918 | 752,375 |
Accumulated deficit | (88,236) | (41,015) |
Accumulated other comprehensive loss | (82,457) | (84,983) |
Total stockholders’ equity | 574,169 | 627,318 |
Total | $ 2,508,919 | $ 2,769,636 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 13,064 | $ 14,850 |
Preferred stock, issued | 0 | 0 |
Common stock, shares issued | 94,430,411 | 94,080,840 |
Common stock, shares outstanding | 94,430,411 | 94,080,840 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $ 2,014,706 | $ 2,393,869 | $ 4,065,468 | $ 4,734,909 |
Cost of sales | 1,519,065 | 1,994,781 | 3,091,518 | 3,919,646 |
Gross profit | 495,641 | 399,088 | 973,950 | 815,263 |
Operating costs and expenses: | ||||
Selling and distribution | 338,092 | 334,932 | 676,276 | 674,311 |
General and administrative | 87,243 | 70,777 | 174,719 | 143,076 |
Amortization of intangibles | 8,206 | 717 | 8,912 | 1,461 |
Facility closing and reorganization costs | 5,408 | 728 | 6,653 | 1,705 |
Impairment of intangible assets | 0 | 0 | 109,910 | 0 |
Litigation settlements | 0 | 0 | 0 | (2,521) |
Other operating income | 0 | (4,535) | 0 | (4,535) |
Total operating costs and expenses | 438,949 | 402,619 | 976,470 | 813,497 |
Operating income (loss) | 56,692 | (3,531) | (2,520) | 1,766 |
Other (income) expense: | ||||
Interest expense | 16,974 | 15,221 | 33,502 | 30,244 |
Loss on early retirement of long- term debt | 0 | 0 | 43,609 | 0 |
Other (income) expense, net | (294) | 48 | (740) | (273) |
Total other (income) expense | 16,680 | 15,269 | 76,371 | 29,971 |
Income (loss) from continuing operations before income taxes | 40,012 | (18,800) | (78,891) | (28,205) |
Income tax expense (benefit) | 13,493 | (17,837) | (31,759) | (17,450) |
Income (loss) from continuing operations | 26,519 | (963) | (47,132) | (10,755) |
Gain (loss) on sale of discontinued operations, net of tax | 0 | 318 | (89) | 1,154 |
Net income (loss) | $ 26,519 | $ (645) | $ (47,221) | $ (9,601) |
Average common shares: | ||||
Basic (in shares) | 94,386,346 | 93,561,305 | 94,307,676 | 93,977,672 |
Diluted (in shares) | 94,900,339 | 93,561,305 | 94,307,676 | 93,977,672 |
Basic income (loss) per common share: | ||||
Income (loss) from continuing operations (in dollars per share) | $ 0.28 | $ (0.01) | $ (0.50) | $ (0.11) |
Income from discontinued operations (in dollars per share) | 0 | 0 | 0 | 0.01 |
Net income (loss) (in dollars per share) | 0.28 | (0.01) | (0.50) | (0.10) |
Diluted income (loss) per common share: | ||||
Income (loss) from continuing operations (in dollars per share) | 0.28 | (0.01) | (0.50) | (0.11) |
Income from discontinued operations (in dollars per share) | 0 | 0 | 0 | 0.01 |
Net income (loss) (in dollars per share) | 0.28 | (0.01) | (0.50) | (0.10) |
Cash dividends declared per common share (in dollars per share) | $ 0.07 | $ 0.07 | $ 0.14 | $ 0.14 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 26,519 | $ (645) | $ (47,221) | $ (9,601) |
Other comprehensive income (loss): | ||||
Cumulative translation adjustments | (191) | 166 | (361) | 721 |
Net change in fair value of derivative instruments, net of tax | 0 | (69) | (87) | (85) |
Net pension and other postretirement liability adjustment, net of tax | 1,510 | 832 | 2,974 | 1,537 |
Reclassification to income statement related to de-designation of cash flow hedges | 0 | 0 | 0 | (220) |
Other comprehensive income | 1,319 | 929 | 2,526 | 1,953 |
Comprehensive income (loss) | $ 27,838 | $ 284 | $ (44,695) | $ (7,648) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings(Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) |
Balance at Dec. 31, 2013 | $ 714,315 | $ 948 | $ 791,276 | $ (20,719) | $ (57,190) |
Balance, Shares at Dec. 31, 2013 | 94,831,377 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net of tax impact of share-based compensation | 4,177 | $ 7 | 4,170 | ||
Issuance of common stock, net of tax impact of share-based compensation (in shares) | 652,799 | ||||
Share-based compensation expense | 2,247 | 2,247 | |||
Repurchase of common stock | (25,000) | $ (17) | (24,983) | ||
Repurchase of common stock (in shares) | (1,727,275) | ||||
Cash dividend paid | (13,089) | (13,089) | |||
Net loss | (9,601) | (9,601) | |||
Other comprehensive income (loss): | |||||
Change in fair value of derivative instruments, net of tax | (85) | (85) | |||
Amounts reclassified to income statement related to de-designation of cash flow hedges, net of tax | (220) | (220) | |||
Cumulative translation adjustment | 721 | 721 | |||
Pension and other postretirement benefit liability adjustment, net of tax | 1,537 | 1,537 | |||
Balance at Jun. 30, 2014 | 675,002 | $ 938 | 759,621 | (30,320) | (55,237) |
Balance, Shares at Jun. 30, 2014 | 93,756,901 | ||||
Balance at Dec. 31, 2014 | $ 627,318 | $ 941 | 752,375 | (41,015) | (84,983) |
Balance, Shares at Dec. 31, 2014 | 94,080,840 | 94,080,840 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net of tax impact of share-based compensation | $ 736 | $ 3 | 733 | ||
Issuance of common stock, net of tax impact of share-based compensation (in shares) | 349,571 | ||||
Share-based compensation expense | 4,022 | 4,022 | |||
Repurchase of common stock (in shares) | 0 | ||||
Cash dividend paid | (13,212) | (13,212) | |||
Net loss | (47,221) | (47,221) | |||
Other comprehensive income (loss): | |||||
Change in fair value of derivative instruments, net of tax | (87) | (87) | |||
Cumulative translation adjustment | (361) | (361) | |||
Pension and other postretirement benefit liability adjustment, net of tax | 2,974 | 2,974 | |||
Balance at Jun. 30, 2015 | $ 574,169 | $ 944 | $ 743,918 | $ (88,236) | $ (82,457) |
Balance, Shares at Jun. 30, 2015 | 94,430,411 | 94,430,411 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||
Change in fair value of derivative instruments, tax benefit | $ 54 | $ 21 |
Amounts reclassified to statement of operations related to hedging activities, tax | 139 | |
Pension and other postretirement benefit liability adjustment, tax | $ 1,803 | $ 1,531 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (47,221) | $ (9,601) |
(Gain) loss on sale of discontinued operations, net of tax | 89 | (1,154) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Depreciation and amortization | 86,965 | 81,694 |
Share-based compensation expense | 6,918 | 5,250 |
Gain on divestitures and other, net | (3,673) | (6,420) |
Impairment of intangible assets | 109,910 | 0 |
Loss on early retirement of long-term debt | 43,609 | 0 |
Deferred income taxes | (43,818) | 51,197 |
Litigation settlements | 0 | (2,521) |
Other, net | (432) | 1,834 |
Changes in operating assets and liabilities: | ||
Receivables, net | 133,109 | 32,633 |
Inventories | 7,246 | (6,778) |
Prepaid expenses and other assets | 13,513 | 13,402 |
Accounts payable and accrued expenses | (63,512) | (51,259) |
Income tax receivable/payable | 47,921 | (64,404) |
Long-term litigation settlements | (18,853) | (18,605) |
Net cash provided by operating activities | 271,771 | 25,268 |
Cash flows from investing activities: | ||
Payments for property, plant and equipment | (48,051) | (53,622) |
Proceeds from sale of fixed assets | 12,815 | 17,556 |
Net cash used in investing activities | (35,236) | (36,066) |
Cash flows from financing activities: | ||
Repayments of debt, net | (600) | (329) |
Early retirement of long-term debt | (476,188) | 0 |
Premiums paid on early retirement of debt | (37,309) | 0 |
Payments of financing costs | (15,091) | (1,107) |
Proceeds from senior secured revolver | 343,970 | 1,317,194 |
Payments for senior secured revolver | (414,271) | (1,315,935) |
Proceeds from receivables-backed facility | 685,000 | 1,281,000 |
Payments for receivables-backed facility | (920,000) | (1,194,000) |
Proceeds from issuance of 2023 notes | 700,000 | 0 |
Common stock repurchase | 0 | (25,000) |
Cash dividends paid | (13,212) | (13,089) |
Issuance of common stock, net of share repurchases for withholding taxes | 939 | 4,953 |
Tax savings on share-based compensation | 199 | 284 |
Net cash provided by (used in) financing activities | (146,563) | 53,971 |
Effect of exchange rate changes on cash and cash equivalents | (644) | (171) |
Increase in cash and cash equivalents | 89,328 | 43,002 |
Cash and cash equivalents, beginning of period | 16,362 | 16,762 |
Cash and cash equivalents, end of period | $ 105,690 | $ 59,764 |
General
General | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
General | General Nature of Our Business — We are a leading food and beverage company and the largest processor and direct-to-store distributor of milk and other dairy and dairy case products in the United States. We have aligned our leadership teams, operating strategies and supply chain initiatives under a single operating and reportable segment. We manufacture, market and distribute a wide variety of branded and private label dairy case products, including fluid milk, ice cream, cultured dairy products, creamers, ice cream mix and other dairy products across the United States. Our portfolio includes DairyPure ® , our recently launched national white milk brand; and TruMoo ® , a leading national flavored milk brand, along with well-known regional dairy brands. In all, we have more than 50 local and regional dairy brands and private labels. Basis of Presentation — The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q have been prepared on the same basis as the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2014 (the “ 2014 Annual Report on Form 10-K”), which we filed with the Securities and Exchange Commission on February 17, 2015 . In our opinion, we have made all necessary adjustments (which include only normal recurring adjustments) to present fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. Our results of operations for the three and six month period ended June 30, 2015 may not be indicative of our operating results for the full year. The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements contained in our 2014 Annual Report on Form 10-K. Unless otherwise indicated, references in this report to “we,” “us” or “our” or "the Company" refer to Dean Foods Company and its subsidiaries, taken as a whole. Recently Issued Accounting Pronouncements In April 2014, the Financial Accounting Standards Board ("FASB") issued FASB Accounting Standards Update ("ASU") No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. We were required to adopt the standard prospectively for new disposals and new classifications of disposal groups as held for sale beginning the first quarter of 2015. The adoption of this standard had no material impact on our financial statements as of June 30, 2015 . In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In July 2015, the FASB deferred the effective date by one year to December 15, 2017, for annual and interim reporting periods beginning after that date. This standard also permits early adoption, but not before the original effective date of December 15, 2016. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. In June 2014, the FASB issued ASU No. 2014-12, Compensation — Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We do not expect the adoption of this standard to have a material impact on our financial statements. In January 2015, the FASB issued ASU No. 2015- 01, Extraordinary and Unusual Items - Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates the concept of extraordinary items and their segregation from the results of ordinary operations and expands presentation and disclosure guidance to include items that are both unusual in nature and occur infrequently. The new accounting standard is effective for annual periods ending after December 15, 2015 and we are assessing the potential impact to our financial statements and financial statement disclosures. In April 2015, the FASB issued ASU No. 2015- 03, Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs are not affected by this ASU. The amendments in this ASU are effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted. We are currently assessing the potential impact to our financial statements and financial statement disclosures. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations WhiteWave — We separated The WhiteWave Foods Company ("WhiteWave") from the Company in a series of three transactions: an initial public offering for 13.3% of the WhiteWave common stock in the fourth quarter of 2012 (the "WhiteWave IPO"); a tax-free spin-off of 66.8% of the WhiteWave common stock in the second quarter of 2013; and a tax-free debt-for-equity exchange of 19.9% of the WhiteWave common stock in the third quarter of 2013. Refer to Note 2 to the Consolidated Financial Statements in the 2014 Annual Report on Form 10-K for more information about the WhiteWave separation. While we are a party to certain commercial agreements with WhiteWave, we have determined that the continuing cash flows generated by these agreements (which ended in June 2015) did not constitute significant continuing involvement in the operations of WhiteWave and are not reflected in results from discontinued operations for the three and six months ended June 30, 2015 and June 30, 2014 . Other Discontinued Operations — During the six months ended June 30, 2015 , we recognized a $0.1 million charge, net of tax, and during the three and six months ended June 30, 2014 , we recognized net gains of $0.3 million and $1.2 million , respectively, related to prior discontinued operations. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories, net of obsolescence reserves of $0.9 million and $0.7 million at June 30, 2015 and December 31, 2014 , respectively, consisted of the following: June 30, 2015 December 31, 2014 (In thousands) Raw materials and supplies $ 93,518 $ 100,587 Finished goods 151,067 151,244 Total $ 244,585 $ 251,831 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets As of June 30, 2015 , the gross carrying value of goodwill was $2.2 billion and accumulated impairment was $2.1 billion . The company took an impairment charge of $2.1 billion in 2011 with no impairment charges in subsequent years. The net carrying amount of goodwill at June 30, 2015 and December 31, 2014 was $86.8 million . The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of June 30, 2015 and December 31, 2014 are as follows: June 30, 2015 December 31, 2014 Gross Carrying Amount Impairment Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) Intangible assets with indefinite lives: Trademarks $ — $ — $ — $ — $ 221,681 $ — $ 221,681 Intangible assets with finite lives: Customer-related and other 49,225 — (32,442 ) 16,783 49,225 (31,153 ) 18,072 Trademarks 229,777 (109,910 ) (12,938 ) 106,929 8,096 (5,315 ) 2,781 Total $ 279,002 $ (109,910 ) $ (45,380 ) $ 123,712 $ 279,002 $ (36,468 ) $ 242,534 Prior to 2015, certain of our trademarks were not amortized because they had indefinite remaining useful lives as our intent was to continue to use these intangible assets indefinitely. During the first quarter of 2015, we approved the launch of DairyPure ® ; our fresh white milk national brand. In connection with the approval of the launch of DairyPure ® ; we changed our indefinite lived trademarks to finite lived, resulting in a triggering event for impairment testing purposes. Based upon our analysis, we recorded a non-cash impairment charge of $109.9 million and related income tax benefit of $41.2 million in the first quarter of 2015. The remaining balance for these trademarks is currently being amortized on a straight-line basis over the next five years, which is our estimate of the remaining useful life of these assets. The impairment charge is reported on a separate line item, impairment of intangible assets, in our unaudited Condensed Consolidated Statements of Operations. We estimated the fair value of these trademarks based on an income approach using the relief-from-royalty method. This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates in the category of intellectual property, discount rates and other variables. We base our fair value estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. Amortization expense on intangible assets for the three months ended June 30, 2015 and 2014 was $8.2 million and $0.7 million , respectively. Amortization expense on intangible assets for the six months ended June 30, 2015 and 2014 was $8.9 million and $1.5 million , respectively. The amortization of intangible assets is reported on a separate line item in our unaudited Condensed Consolidated Statements of Operations. Estimated aggregate intangible asset amortization expense for the next five years is as follows (in millions): 2015 $ 21.7 2016 25.3 2017 24.7 2018 24.6 2019 24.5 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our outstanding debt as of June 30, 2015 and December 31, 2014 consisted of the following: June 30, 2015 December 31, 2014 Amount Outstanding Interest Rate Amount Outstanding Interest Rate (In thousands, except percentages) Dean Foods Company debt obligations: Senior secured credit facility $ — — % $ 70,301 2.93 %* Senior notes due 2016 — — 475,819 7.00 Senior notes due 2023 700,000 6.50 — — 700,000 546,120 Subsidiary debt obligations: Senior notes due 2017 136,038 6.90 134,913 6.90 Receivables-backed facility — — 235,000 1.30 Capital lease and other 3,228 — 1,146 — 139,266 371,059 839,266 917,179 Less current portion (1,200 ) (698 ) Total long-term portion $ 838,066 $ 916,481 * Represents a weighted average rate, including applicable interest rate margins, for the credit facility. The scheduled debt maturities at June 30, 2015 were as follows (in thousands): 2015 $ 1,200 2016 699 2017 142,586 2018 586 2019 157 Thereafter 700,000 Subtotal 845,228 Less discounts (5,962 ) Total outstanding debt $ 839,266 Dean Foods Company Senior Notes due 2023 — On February 25, 2015, we issued $700 million in aggregate principal amount of 6.50% senior notes due 2023 (the “2023 Notes”) at an issue price of 100% of the principal amount of the 2023 Notes in a private placement for resale to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in offshore transactions pursuant to Regulation S under the Securities Act. In connection with the issuance of the 2023 Notes, the Company paid certain arrangement fees of approximately $7.0 million to initial purchasers and other fees of approximately $1.7 million , which were capitalized and will be amortized to interest expense over the remaining term of the 2023 Notes. The 2023 Notes are senior unsecured obligations. Accordingly, the 2023 Notes rank equally in right of payment with all of our existing and future senior obligations and are effectively subordinated in right of payment to all of our existing and future secured obligations, including obligations under our senior secured credit facility and receivables-backed facility, to the extent of the value of the collateral securing such obligations. The 2023 Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by our subsidiaries that guarantee obligations under the senior secured credit facility. The 2023 Notes will mature on March 15, 2023 and bear interest at an annual rate of 6.50% . Interest on the 2023 Notes will accrue from February 25, 2015 and is payable semi-annually in arrears in March and September of each year, commencing September 2015. We may, at our option, redeem all or a portion of the 2023 Notes at any time on or after March 15, 2018 at the applicable redemption prices specified in the indenture governing the 2023 Notes (the "Indenture"), plus any accrued and unpaid interest to, but excluding, the applicable redemption date. We are also entitled to redeem up to 40% of the aggregate principal amount of the 2023 Notes before March 15, 2018 with the net cash proceeds that we receive from certain equity offerings at a redemption price equal to 106.5% of the principal amount of the 2023 Notes, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, prior to March 15, 2018, we may redeem all or a portion of the 2023 Notes, at a redemption price equal to 100% of the principal amount thereof, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. If we undergo certain kinds of changes of control, holders of the 2023 Notes have the right to require us to repurchase all or any portion of such holder’s 2023 Notes at 101% of the principal amount of the notes being repurchased, plus any accrued and unpaid interest to, but excluding, the date of repurchase. The Indenture contains covenants that, among other things, limit our ability to: (i) create certain liens; (ii) enter into sale and lease-back transactions; (iii) assume, incur or guarantee indebtedness for borrowed money that is secured by a lien on certain principal properties (or on any shares of capital stock of our subsidiaries that own such principal property) without securing the 2023 Notes on a pari passu basis; and (iv) consolidate with or merge with or into, or sell, transfer, convey or lease all or substantially all of our properties and assets, taken as a whole, to another person. We used the net proceeds from the 2023 Notes to redeem all of our outstanding senior unsecured notes due 2016, as described below, and to repay a portion of the outstanding borrowings under our senior secured credit facility and receivables-backed facility. Senior Secured Credit Facility — In July 2013 , we executed a credit agreement pursuant to which the lenders provided us with a five-year senior secured revolving credit facility in the amount of up to $750 million (the "Old Credit Facility"). The Old Credit Facility was amended in June 2014 and further amended in August 2014 . In March 2015 , we terminated the Old Credit Facility, replacing it with the new credit facility described below. As a result of the termination, we recorded a write-off of unamortized debt issue costs of $5.2 million during the three months ended March 31, 2015. The write-off was recorded in the loss on early retirement of long-term debt line in our unaudited Condensed Consolidated Statements of Operations. In March 2015 , we executed a new credit agreement (the "Credit Agreement") pursuant to which the lenders have provided us with a five-year revolving credit facility in the amount of up to $450 million (the “New Credit Facility”). Under the Credit Agreement, we have the right to request an increase of the aggregate commitments under the New Credit Facility by up to $200 million without the consent of any lenders not participating in such increase, subject to specified conditions. The New Credit Facility is available for the issuance of up to $75 million of letters of credit and up to $100 million of swing line loans. The New Credit Facility will terminate in March 2020 . In connection with the execution of the New Credit Facility, we paid certain arrangement fees of approximately $4.8 million to lenders and other fees of approximately $0.8 million , which were capitalized and will be amortized to interest expense over the remaining term of the facility. Loans outstanding under the New Credit Facility will bear interest, at our option, at either (i) the LIBO Rate (as defined in the Credit Agreement) plus a margin of between 2.25% and 2.75% ( 2.25% as of June 30, 2015 ) based on the Total Net Leverage Ratio (as defined in the Credit Agreement), or (ii) the Alternate Base Rate (as defined in the Credit Agreement) plus a margin of between 1.25% and 1.75% ( 1.25% as of June 30, 2015 ) based on the Total Net Leverage Ratio. We may make optional prepayments of the loans, in whole or in part, without premium or penalty (other than applicable breakage costs). Subject to certain exceptions and conditions described in the Credit Agreement, we will be obligated to prepay the New Credit Facility, but without a corresponding commitment reduction, with the net cash proceeds of certain asset sales and with casualty insurance proceeds. The New Credit Facility is guaranteed by our existing and future domestic material restricted subsidiaries (as defined in the agreement), which are substantially all of our wholly-owned U.S. subsidiaries other than the receivables backed securitization subsidiaries (the “Guarantors”). The New Credit Facility is secured by a first priority perfected security interest in substantially all of our assets and the assets of the Guarantors, whether consisting of personal, tangible or intangible property, including a pledge of, and a perfected security interest in, (i) all of the shares of capital stock of the Guarantors and (ii) 65% of the shares of capital stock of the Guarantor’s first-tier foreign subsidiaries which are material restricted subsidiaries, in each case subject to certain exceptions as set forth in the Credit Agreement. The collateral does not include, among other things, (a) any real property with an individual net book value below $10 million , (b) the capital stock and any assets of any unrestricted subsidiary, (c) any capital stock of any direct or indirect subsidiary of Dean Holding Company ("Legacy Dean") which owns any real property, or (d) receivables sold pursuant to the receivables securitization facility. The Credit Agreement contains customary representations, warranties and covenants, including, but not limited to specified restrictions on indebtedness, liens, guarantee obligations, mergers, acquisitions, consolidations, liquidations and dissolutions, sales of assets, leases, payment of dividends and other restricted payments, investments, loans and advances, transactions with affiliates and sale and leaseback transactions. The Credit Agreement also contains customary events of default and related cure provisions. We are required to comply with (a) a maximum senior secured net leverage ratio of 2.50 x (which, for purposes of calculating indebtedness, excludes borrowings under our receivables securitization facility); and (b) a minimum consolidated interest coverage ratio of 2.25 x. At June 30, 2015 , there were no outstanding borrowings under the New Credit Facility. Our combined average daily balance during the six months ended June 30, 2015 under both the Old Credit Facility and New Credit Facility was $11.8 million . There were no letters of credit issued under the New Credit Facility as of June 30, 2015 . Dean Foods Receivables-Backed Facility — We have a $550 million receivables securitization facility pursuant to which certain of our subsidiaries sell their accounts receivable to two wholly-owned entities intended to be bankruptcy-remote. The entities then transfer the receivables to third-party asset-backed commercial paper conduits sponsored by major financial institutions. The assets and liabilities of these two entities are fully reflected in our unaudited Condensed Consolidated Balance Sheets, and the securitization is treated as a borrowing for accounting purposes. In June 2014 , the receivables-backed facility was modified to, among other things, increase the amount available for the issuance of letters of credit from $300 million to $350 million and to extend the liquidity termination date from March 2015 to June 2017 . The receivables-backed facility was further amended in August 2014 to be consistent with the amended financial covenants under the credit agreement governing the Old Credit Facility. In March 2015, the receivables-backed facility was further modified to, among other things, extend the liquidity termination date from June 2017 to March 2018 and modify the consolidated and senior secured net leverage ratio requirements to be consistent with those contained in the Credit Agreement described above. In connection with the modification of the receivables-backed facility, we paid certain arrangement fees of approximately $0.7 million to lenders, which were capitalized and will be amortized to interest expense over the remaining term of the facility. Based on the monthly borrowing base formula, we had the ability to borrow up to $493.1 million of the total commitment amount under the receivables-backed facility as of June 30, 2015 . The total amount of receivables sold to these entities as of June 30, 2015 was $562.6 million . During the first six months of 2015 , we borrowed $685.0 million and repaid $920.0 million under the facility with no remaining drawn balance as of June 30, 2015 . Excluding letters of credit in the aggregate amount of $145.9 million , the remaining available borrowing capacity was $347.2 million at June 30, 2015 . Our average daily balance under this facility during the six months ended June 30, 2015 was $87.1 million . The receivables-backed facility bears interest at a variable rate based upon commercial paper and one-month LIBO rates plus an applicable margin based on our net leverage ratio. Standby Letter of Credit — In February 2012, in connection with a litigation settlement agreement we entered into with the plaintiffs in the Tennessee dairy farmer actions, we issued a standby letter of credit in the amount of $80 million , representing the approximate amount of subsequent payments due under the terms of the settlement agreement. The total amount of the letter of credit will decrease proportionately as we make each of the four installment payments. We made our second and third annual installment payments in June of 2014 and 2015. As of June 30, 2015 , the letter of credit has been reduced to $18.9 million in respect of the final annual installment payment due in June 2016. Dean Foods Company Senior Notes due 2016 — In March 2015 , we redeemed the remaining principal amount of $476.2 million of our outstanding senior notes due 2016 at a total redemption price of approximately $521.8 million . As a result, we recorded a $38.3 million pre-tax loss on early retirement of long-term debt in the first quarter of 2015, which consisted of debt redemption premiums and unpaid interest of $37.3 million , a write-off of unamortized long-term debt issue costs of $0.8 million and write-off of the remaining bond discount and interest rate swaps of approximately $0.2 million . The loss was recorded in the loss on early retirement of long-term debt line in our unaudited Condensed Consolidated Statements of Operations. The redemption was financed with proceeds from the issuance of the 2023 Notes. Subsidiary Senior Notes due 2017 — Legacy Dean had certain senior notes outstanding at the time of its acquisition, of which one series ( $142 million aggregate principal amount) remains outstanding and matures in October 2017 . The carrying value of these notes on June 30, 2015 was $136.0 million at 6.90 % interest. The indenture governing the Legacy Dean senior notes does not contain financial covenants but does contain certain restrictions, including a prohibition against Legacy Dean and its subsidiaries granting liens on certain of their real property interests and a prohibition against Legacy Dean granting liens on the stock of its subsidiaries. The Legacy Dean senior notes are not guaranteed by Dean Foods Company or Legacy Dean’s wholly-owned subsidiaries. See Note 6 for information regarding the fair value of the 2023 Notes and the subsidiary senior notes due 2017 as of June 30, 2015 . Capital Lease Obligations and Other — Capital lease obligations as of June 30, 2015 , included our land and building lease, as well as leases for equipment. Capital lease obligations, as of December 31, 2014 included a lease for land and building related to one of our production facilities. See Note 12 . |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments and Fair Value Measurements | Derivative Financial Instruments and Fair Value Measurements Derivative Financial Instruments Commodities — We are exposed to commodity price fluctuations, including milk, butterfat, sweeteners and other commodity costs used in the manufacturing, packaging and distribution of our products, such as natural gas, resin and diesel fuel. To secure adequate supplies of materials and bring greater stability to the cost of ingredients and their related manufacturing, packaging and distribution, we routinely enter into forward purchase contracts and other purchase arrangements with suppliers. Under the forward purchase contracts, we commit to purchasing agreed-upon quantities of ingredients and commodities at agreed-upon prices at specified future dates. The outstanding purchase commitment for these commodities at any point in time typically ranges from one month ’s to one year ’s anticipated requirements, depending on the ingredient or commodity. These contracts are considered normal purchases. In addition to entering into forward purchase contracts, from time to time we may purchase over-the-counter contracts from our qualified banking partners or enter into exchange-traded commodity futures contracts for raw materials that are ingredients of our products or components of such ingredients. Effective January 1, 2014, we de-designated all open commodity derivative positions that were previously designated as cash flow hedges. During the first quarter of 2014, we reclassified $0.2 million , net of tax, of hedging activity related to these commodities contracts from accumulated other comprehensive income into operating income. As of the de-designation date, all commodities contracts are now marked to market in our income statement at each reporting period and a derivative asset or liability is recorded on our balance sheet. Although we may utilize forward purchase contracts and other instruments to mitigate the risks related to commodity price fluctuation, such strategies do not fully mitigate commodity price risk. Adverse movements in commodity prices over the terms of the contracts or instruments could decrease the economic benefits we derive from these strategies. At June 30, 2015 and December 31, 2014 , our derivatives recorded at fair value in our unaudited Condensed Consolidated Balance Sheets consisted of the following: Derivative Assets Derivative Liabilities June 30, 2015 December 31, 2014 June 30, 2015 December 31, 2014 (In thousands) Derivatives not Designated as Hedging Instruments Commodities contracts — current(1) $ 352 $ 2 $ 2,431 $ 4,392 Total derivatives $ 352 $ 2 $ 2,431 $ 4,392 (1) Derivative assets and liabilities that have settlement dates equal to or less than 12 months from the respective balance sheet date are included in prepaid expenses and other current assets and accounts payable and accrued expenses, respectively, in our unaudited Condensed Consolidated Balance Sheets. Fair Value Measurements Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, we follow a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets. • Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 is as follows (in thousands): Fair Value as of June 30, 2015 Level 1 Level 2 Level 3 Asset — Commodities contracts $ 352 $ — $ 352 $ — Liability — Commodities contracts 2,431 — 2,431 — A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 is as follows (in thousands): Fair Value as of December 31, 2014 Level 1 Level 2 Level 3 Asset — Commodities contracts $ 2 $ — $ 2 $ — Liability — Commodities contracts 4,392 — 4,392 — Due to their near-term maturities, the carrying amounts of accounts receivable and accounts payable are considered equivalent to fair value. In addition, because the interest rates on our New Credit Facility, receivables-backed facility, and certain other debt are variable, their fair values approximate their carrying values. The fair values of our Dean Foods Company senior notes and subsidiary senior notes were determined based on quoted market prices obtained through an external pricing source which derives its price valuations from daily marketplace transactions, with adjustments to reflect the spreads of benchmark bonds, credit risk and certain other variables. We have determined these fair values to be Level 2 measurements as all significant inputs into the quotes provided by our pricing source are observable in active markets. The following table presents the carrying values and fair values of our senior and subsidiary senior notes at June 30, 2015 and December 31, 2014 : June 30, 2015 December 31, 2014 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Dean Foods Company senior notes due 2023 $ 700,000 $ 716,625 $ — $ — Dean Foods Company senior notes due 2016 — — 475,819 507,140 Subsidiary senior notes due 2017 136,038 150,520 134,913 151,230 Additionally, we maintain a Supplemental Executive Retirement Plan (“SERP”), which is a nonqualified deferred compensation arrangement for our executive officers and other employees earning compensation in excess of the maximum compensation that can be taken into account with respect to our 401(k) plan. The SERP is designed to provide these employees with retirement benefits from us that are equivalent, as a percentage of total compensation, to the benefits provided to other employees. The assets related to the SERP are primarily invested in money market and mutual funds and are held at fair value. We classify these assets as Level 2 as fair value can be corroborated based on quoted market prices for identical or similar instruments in markets that are not active. The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of June 30, 2015 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 204 $ — $ 204 $ — Mutual funds 1,948 — 1,948 — The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of December 31, 2014 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 12 $ — $ 12 $ — Mutual funds 1,929 — 1,929 — |
Common Stock and Share-Based Co
Common Stock and Share-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Stock and Share-Based Compensation | Common Stock and Share-Based Compensation Cash Dividends — In November 2013, we announced that our Board of Directors had adopted a cash dividend policy. Under the policy, holders of our common stock will receive dividends when and as declared by our Board of Directors. Pursuant to the policy, we expect to pay quarterly dividends of $0.07 per share ( $0.28 per share annually). Quarterly dividends of $0.07 per share were paid in March and June of 2015 and 2014, totaling approximately $13.2 million and $13.1 million for the year, respectively. Our cash dividend policy is subject to modification, suspension or cancellation at any time. Our authorized shares of capital stock include one million shares of preferred stock and 250 million shares of common stock with a par value of $0.01 per share, which reflects the amendment to our charter in 2014 to reduce authorized shares in connection with our reverse stock split. Stock Repurchase Program — Since 1998, our Board of Directors has from time to time authorized the repurchase of our common stock up to an aggregate of $2.38 billion , excluding fees and commissions. We made no share repurchases during the three and six months ended June 30, 2015 . We repurchased 1,727,275 shares during the six months ended June 30, 2014 . As of June 30, 2015 , $275.0 million was available for repurchases under this program (excluding fees and commissions). Our management is authorized to purchase shares from time to time through open market transactions at prevailing prices or in privately negotiated transactions, subject to market conditions and other factors. Shares, when repurchased, are retired. Stock Options — The following table summarizes stock option activity during the six months ended June 30, 2015 : Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregate Intrinsic Value Options outstanding at January 1, 2015 3,691,567 $ 20.13 Granted — — Forfeited and canceled (249,940 ) 22.03 Exercised (128,360 ) 16.31 Options outstanding at June 30, 2015 3,313,267 $ 20.13 2.35 $ 3,366,099 Options exercisable at June 30, 2015 3,310,738 $ 20.14 2.25 $ 2,831,364 We recognize share-based compensation expense for stock options ratably over the vesting period. The fair value of each option award is estimated on the date of grant using a Black-Scholes valuation model. During each of the six months ended June 30, 2015 and 2014 , there were no stock options granted. Restricted Stock Units — The following table summarizes restricted stock units ("RSU") activity during the six months ended June 30, 2015 : Employees Directors Total RSUs at January 1, 2015 898,550 112,579 1,011,129 RSUs issued 371,292 44,821 416,113 Shares issued upon vesting of RSUs (155,055 ) (48,069 ) (203,124 ) RSUs canceled or forfeited (1) (91,005 ) (1,629 ) (92,634 ) RSUs outstanding at June 30, 2015 1,023,782 107,702 1,131,484 Weighted average grant date fair value $ 15.38 $ 15.04 $ 15.35 (1) Pursuant to the terms of our plans, employees have the option of forfeiting RSUs to cover their minimum statutory tax withholding when shares are issued. Any RSUs surrendered or canceled in satisfaction of participants’ tax withholding obligations are not available for future grants under the plans. Phantom Shares — We grant phantom shares as part of our long-term incentive compensation program, which are similar to RSUs in that they are based on the price of our stock and vest ratably over a three -year period, but are cash-settled based upon the value of our stock at each vesting period. The fair value of the awards is remeasured at each reporting period. Compensation expense is recognized over the vesting period with a corresponding liability, which is recorded in accounts payable and accrued expenses in our unaudited Condensed Consolidated Balance Sheets. The following table summarizes the phantom share activity during the six months ended June 30, 2015 : Shares Weighted Average Grant Date Fair Value Outstanding at January 1, 2015 1,036,331 $ 15.91 Granted 690,456 16.31 Converted/paid (484,516 ) 16.43 Forfeited (60,889 ) 15.72 Outstanding at June 30, 2015 1,181,382 $ 15.94 Share-Based Compensation Expense — The following table summarizes the share-based compensation expense recognized during the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30 Six Months Ended June 30 2015 2014 2015 2014 (In thousands) Stock options $ 17 $ 118 $ 78 $ 263 RSUs 1,784 1,179 3,944 2,387 Phantom shares 2,212 2,258 2,896 2,600 Total $ 4,013 $ 3,555 $ 6,918 $ 5,250 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share (“EPS”) is based on the weighted average number of common shares outstanding during each period. Diluted EPS is based on the weighted average number of common shares outstanding and the effect of all dilutive common stock equivalents outstanding during each period. Stock option conversions and RSUs were not included in the computation of diluted loss per share for each of the six months ended June 30, 2015 or three and six months ended June 30, 2014 , as we incurred a loss from continuing operations for these periods and any effect on loss per share would have been anti-dilutive. The following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS: Three Months Ended June 30 Six Months Ended June 30 2015 2014 2015 2014 (In thousands, except share data) Basic earnings (loss) per share computation: Numerator: Income (loss) from continuing operations $ 26,519 $ (963 ) $ (47,132 ) $ (10,755 ) Denominator: Average common shares 94,386,346 93,561,305 94,307,676 93,977,672 Basic earnings (loss) per share from continuing operations $ 0.28 $ (0.01 ) $ (0.50 ) $ (0.11 ) Diluted earnings (loss) per share computation: Numerator: Net income (loss) $ 26,519 $ (963 ) $ (47,132 ) $ (10,755 ) Denominator: Average common shares — basic 94,386,346 93,561,305 94,307,676 93,977,672 Stock option conversion(1) 254,734 — — — RSUs(2) 259,259 — — — Average common shares — diluted 94,900,339 93,561,305 94,307,676 93,977,672 Diluted earnings (loss) per share from continuing operations $ 0.28 $ (0.01 ) $ (0.50 ) $ (0.11 ) (1) Anti-dilutive common shares excluded 2,310,106 3,649,711 3,058,686 3,752,341 (2) Anti-dilutive stock units excluded 5,316 201,976 267,113 298,959 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss) by component, net of tax, during the three months ended June 30, 2015 were as follows (in thousands): Changes in Cash Flow Hedges Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at March 31, 2015 $ — $ (82,415 ) $ (1,361 ) $ (83,776 ) Other comprehensive income (loss) before reclassifications — 2,979 (191 ) 2,788 Amounts reclassified from accumulated other comprehensive income — (1,469 ) — (1,469 ) Net current-period other comprehensive income (loss) — 1,510 (191 ) 1,319 Balance at June 30, 2015 $ — $ (80,905 ) $ (1,552 ) $ (82,457 ) The changes in accumulated other comprehensive income (loss) by component, net of tax, during the three months ended June 30, 2014 were as follows (in thousands): Changes in Cash Flow Hedges Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at March 31, 2014 $ 187 $ (56,519 ) $ 166 $ (56,166 ) Other comprehensive income (loss) before reclassifications (69 ) 1,760 166 1,857 Amounts reclassified from accumulated other comprehensive income — (928 ) (1) — (928 ) Net current-period other comprehensive income (loss) (69 ) 832 166 929 Balance at June 30, 2014 $ 118 $ (55,687 ) $ 332 $ (55,237 ) (1) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic pension cost. See Note 10 . The changes in accumulated other comprehensive income (loss) by component, net of tax, during the six months ended June 30, 2015 were as follows (in thousands): Changes in Cash Flow Hedges Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance, December 31, 2014 $ 87 $ (83,879 ) $ (1,191 ) $ (84,983 ) Other comprehensive income (loss) before reclassifications (87 ) 5,912 (361 ) 5,464 Amounts reclassified from accumulated other comprehensive loss (1) — (2,938 ) (1) — (2,938 ) Net current-period other comprehensive income (loss) (87 ) 2,974 (361 ) 2,526 Balance, June 30, 2015 $ — $ (80,905 ) $ (1,552 ) $ (82,457 ) (1) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic pension cost. See Note 10 . The changes in accumulated other comprehensive income (loss) by component, net of tax, during the six months ended June 30, 2014 were as follows (in thousands): Changes in Pension and Foreign Total Balance, December 31, 2013 $ 423 $ (57,224 ) $ (389 ) $ (57,190 ) Other comprehensive income (loss) before reclassifications (85 ) 3,392 721 4,028 Amounts reclassified from accumulated other comprehensive loss (220 ) (1) (1,855 ) (2) — (2,075 ) Net current-period other comprehensive income (loss) (305 ) 1,537 721 1,953 Balance, June 30, 2014 $ 118 $ (55,687 ) $ 332 $ (55,237 ) (1) The accumulated other comprehensive loss component is related to the hedging activity amount at December 31, 2013 that was reclassified to operating income as we de-designated our cash flow hedges, effective January 1, 2014. See Note 6 . (2) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic pension cost. See Note 10 . |
Employee Retirement and Postret
Employee Retirement and Postretirement Benefits | 6 Months Ended |
Jun. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Retirement and Postretirement Benefits | Employee Retirement and Postretirement Benefits We sponsor various defined benefit and defined contribution retirement plans, including various employee savings and profit sharing plans, and contribute to various multiemployer pension plans on behalf of our employees. All full-time union and non-union employees who have met requirements pursuant to the plans are eligible to participate in one or more of these plans. Defined Benefit Plans — The benefits under our defined benefit plans are based on years of service and employee compensation. The following table sets forth the components of net periodic benefit cost for our defined benefit plans during the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30 Six Months Ended June 30 2015 2014 2015 2014 (In thousands) Components of net periodic benefit cost: Service cost $ 908 $ 770 $ 1,816 $ 1,540 Interest cost 3,434 3,495 6,868 6,990 Expected return on plan assets (4,938 ) (4,690 ) (9,876 ) (9,380 ) Amortizations: Prior service cost 214 197 428 394 Unrecognized net loss 2,136 1,276 4,272 2,552 Net periodic benefit cost $ 1,754 $ 1,048 $ 3,508 $ 2,096 Postretirement Benefits — Certain of our subsidiaries provide health care benefits to certain retirees who are covered under specific group contracts. The following table sets forth the components of net periodic benefit cost for our postretirement benefit plans during the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30 Six Months Ended June 30 2015 2014 2015 2014 (In thousands) Components of net periodic benefit cost: Service cost $ 205 $ 206 $ 410 $ 412 Interest cost 364 416 728 832 Amortizations: Prior service cost 23 16 46 32 Unrecognized net loss 16 19 32 38 Net periodic benefit cost $ 608 $ 657 $ 1,216 $ 1,314 |
Asset Impairment Charges and Fa
Asset Impairment Charges and Facility Closing and Reorganization Costs | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Asset Impairment Charges and Facility Closing and Reorganization Costs | Asset Impairment Charges and Facility Closing and Reorganization Costs Asset Impairment Charges We evaluate our long-lived assets for impairment when circumstances indicate that the carrying value may not be recoverable. Indicators of impairment could include, among other factors, significant changes in the business environment or the planned closure of a facility. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. As a result of certain changes to our business and plans for consolidating our production network, we evaluated the impact that we expect these changes to have on our projected future cash flows as of June 30, 2015 . Testing the assets for recoverability involved developing estimates of future cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the assets. Other inputs were based on assessment of an individual asset’s alternative use within other production facilities, evaluation of recent market data and historical liquidation sales values for similar assets. As the inputs for testing for recoverability are largely based on management’s judgments and are not generally observable in active markets, we consider such measurements to be Level 3 measurements in the fair value hierarchy. See Note 6 . The results of our analysis indicated no impairment of our plant, property and equipment, outside of facility closing and reorganization costs, for the three and six months ended June 30, 2015 and 2014 . We can provide no assurance that we will not have impairment charges in future periods as a result of changes in our business environment, operating results or the assumptions and estimates utilized in our impairment tests. Facility Closing and Reorganization Costs Approved plans within our multi-year initiatives and ongoing network optimization strategies are summarized as follows: Three Months Ended June 30 Six Months Ended June 30 2015 2014 2015 2014 (In thousands) Closure of facilities(1) $ 5,408 $ 728 $ 6,653 $ 1,705 Total $ 5,408 $ 728 $ 6,653 $ 1,705 (1) These charges in 2015 and 2014 primarily relate to facility closures in Rochester, Indiana; Sheboygan, Wisconsin; Riverside, California; Delta, Colorado; Denver, Colorado; Dallas, Texas; Waco, Texas; Springfield, Virginia; Buena Park, California; Evart, Michigan; Bangor, Maine; Shreveport, Louisiana and Mendon, Massachusetts, as well as other approved closures. We have incurred $51.9 million of charges related to these initiatives through June 30, 2015 . We expect to incur additional charges related to these facility closures of approximately $4.0 million related to contract termination, shutdown and other costs. As we continue the evaluation of our supply chain and distribution network, it is likely that we will close additional facilities in the future. Activity with respect to facility closing and reorganization costs during the six months ended June 30, 2015 is summarized below and includes items expensed as incurred: Accrued Charges at December 31, 2014 Charges and Adjustments Payments Accrued Charges at June 30, 2015 (In thousands) Cash charges: Workforce reduction costs $ 1,283 $ 3,398 $ (1,659 ) $ 3,022 Shutdown costs — 1,371 (1,371 ) — Lease obligations after shutdown 6,855 327 (937 ) 6,245 Other — 229 (229 ) — Subtotal $ 8,138 5,325 $ (4,196 ) $ 9,267 Noncash charges: Write-down of assets (1) 3,524 Gain on sale of related assets (2,379 ) Other, net 183 Total charges $ 6,653 (1) The write-down of assets relates primarily to owned buildings, land and equipment of those facilities identified for closure. The assets were tested for recoverability at the time the decision to close the facilities was more likely than not to occur. Our methodology for testing the recoverability of the assets is consistent with the methodology described in the "Asset Impairment Charges" section above. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingent Obligations Related to Divested Operations — We have divested certain businesses in recent years. In each case, we have retained certain known contingent obligations related to those businesses and/or assumed an obligation to indemnify the purchasers of the businesses for certain unknown contingent liabilities, including environmental liabilities. We believe that we have established adequate reserves, which are immaterial to the unaudited Condensed Consolidated Financial Statements, for potential liabilities and indemnifications related to our divested businesses. Moreover, we do not expect any liability that we may have for these retained liabilities, or any indemnification liability, to materially exceed amounts accrued. Contingent Obligations Related to Milk Supply Arrangements — In 2001, in connection with our acquisition of Legacy Dean, we purchased Dairy Farmers of America’s (“DFA”) 33.8% interest in our operations. In connection with that transaction, we issued a contingent, subordinated promissory note to DFA in the original principal amount of $40 million . The promissory note has a 20 -year term and bears interest based on the consumer price index. Interest will not be paid in cash but will be added to the principal amount of the note annually, up to a maximum principal amount of $96 million . We may prepay the note in whole or in part at any time, without penalty. The note will only become payable if we materially breach or terminate one of our related milk supply agreements with DFA without renewal or replacement. Otherwise, the note will expire in 2021 , without any obligation to pay any portion of the principal or interest. Payments made under the note, if any, would be expensed as incurred. We have not terminated, and we have not materially breached, any of our milk supply agreements with DFA related to the promissory note. We have previously terminated unrelated supply agreements with respect to several plants that were supplied by DFA. In connection with our goals of accelerated cost control and increased supply chain efficiency, we continue to evaluate our sources of raw milk supply. Insurance — We use a combination of insurance and self-insurance for a number of risks, including property, workers’ compensation, general liability, automobile liability, product liability and employee health care utilizing high deductibles. Deductibles vary due to insurance market conditions and risk. Liabilities associated with these risks are estimated considering historical claims experience and other actuarial assumptions. Based on current information, we believe that we have established adequate reserves to cover these claims. Lease and Purchase Obligations — We lease certain property, plant and equipment used in our operations under both capital and operating lease agreements. Such leases, which are primarily for machinery, equipment and vehicles, have lease terms ranging from one to 20 years. Certain of the operating lease agreements require the payment of additional rentals for maintenance, along with additional rentals based on miles driven or units produced. Certain leases require us to guarantee a minimum value of the leased asset at the end of the lease. Our maximum exposure under those guarantees is not a material amount. We have entered into various contracts, in the normal course of business, obligating us to purchase minimum quantities of raw materials used in our production and distribution processes, including conventional raw milk, diesel fuel, sugar and other ingredients that are inputs into our finished products. We enter into these contracts from time to time to ensure a sufficient supply of raw ingredients. In addition, we have contractual obligations to purchase various services that are part of our production process. Litigation, Investigations and Audits Tennessee Retailer and Indirect Purchaser Actions A putative class action antitrust complaint (the “retailer action”) was filed against Dean Foods and other milk processors on August 9, 2007 in the United States District Court for the Eastern District of Tennessee. Plaintiffs allege generally that we, either acting alone or in conjunction with others in the milk industry, lessened competition in the Southeastern United States for the sale of processed fluid Grade A milk to retail outlets and other customers. Plaintiffs further allege that the defendants’ conduct artificially inflated wholesale prices paid by direct milk purchasers. In March 2012, the district court granted summary judgment in favor of defendants, including the Company, as to all counts then remaining. Plaintiffs appealed the district court’s decision, and in January 2014, the United States Court of Appeals for the Sixth Circuit reversed the grant of summary judgment as to one of the five original counts in the Tennessee retailer action. Following the Sixth Circuit’s denial of our request to reconsider the case en banc, the Company petitioned the Supreme Court of the United States for review. On November 17, 2014, the Supreme Court denied our petition and the case returned to the district court. There are now various motions and briefs pending before the district court, including defendants’ motion for summary judgment on grounds previously raised but not yet decided, and plaintiffs’ motion for class certification. The district court held a hearing on these and other related issues in June 2015, and further argument is scheduled for September 2015. On June 29, 2009, another putative class action lawsuit was filed in the Eastern District of Tennessee on behalf of indirect purchasers of processed fluid Grade A milk (the “indirect purchaser action”). This case was voluntarily dismissed, and the same plaintiffs filed a nearly identical complaint on January 17, 2013. The allegations in this complaint are similar to those in both the retailer action and the 2009 indirect purchaser action, but involve only claims arising under Tennessee law. The Company filed a motion to dismiss, and on September 11, 2014, the district court granted in part and denied in part that motion, dismissing the non-Tennessee plaintiffs’ claims. The Company filed its answer to the surviving claims on October 15, 2014. The parties have jointly proposed that further proceedings (including any discovery) in this case be deferred until after the district court rules on the summary judgment and class certification issues in the Tennessee retailer action. At this time, it is not possible for us to predict the ultimate outcome of these matters. In addition to the pending legal proceedings set forth above, we are party from time to time to certain claims, litigations, audits and investigations. Potential liabilities associated with these other matters are not expected to have a material adverse impact on our financial position, results of operations, or cash flows. |
Segment, Geographic and Custome
Segment, Geographic and Customers Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment, Geographic and Customers Information | Segment, Geographic and Customers Information We operate as a single reportable segment in manufacturing, marketing, selling and distributing a wide variety of branded and private label dairy case products. We operate 67 manufacturing facilities geographically located largely based on local and regional customer needs and other market factors. We manufacture, market and distribute a wide variety of branded and private label dairy case products, including fluid milk, ice cream, cultured dairy products, creamers, ice cream mix and other dairy products to retailers, distributors, foodservice outlets, educational institutions and governmental entities across the United States. Our products are primarily delivered through what we believe to be one of the most extensive refrigerated direct store delivery (“DSD”) systems in the United States. Our Chief Executive Officer evaluates the performance of our business based on sales and operating income or loss before gains and losses on the sale of businesses, facility closing and reorganization costs, litigation settlements, impairments of long-lived assets and other non-recurring gains and losses. Geographic Information — Net sales related to our foreign operations comprised less than 1% of our consolidated net sales during each of the three and six months ended June 30, 2015 and 2014 , respectively. None of our long-lived assets are associated with our foreign operations. Significant Customers — Our largest customer accounted for approximately 16% of our consolidated net sales in each of the three months ended June 30, 2015 and 2014 , respectively, and approximately 16% and 17% of our consolidated net sales in the six months ended June 30, 2015 and 2014 , respectively. |
General (Policies)
General (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Nature of Our Business | Nature of Our Business — We are a leading food and beverage company and the largest processor and direct-to-store distributor of milk and other dairy and dairy case products in the United States. We have aligned our leadership teams, operating strategies and supply chain initiatives under a single operating and reportable segment. We manufacture, market and distribute a wide variety of branded and private label dairy case products, including fluid milk, ice cream, cultured dairy products, creamers, ice cream mix and other dairy products across the United States. Our portfolio includes DairyPure ® , our recently launched national white milk brand; and TruMoo ® , a leading national flavored milk brand, along with well-known regional dairy brands. In all, we have more than 50 local and regional dairy brands and private labels. |
Basis of Presentation | Basis of Presentation — The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q have been prepared on the same basis as the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2014 (the “ 2014 Annual Report on Form 10-K”), which we filed with the Securities and Exchange Commission on February 17, 2015 . In our opinion, we have made all necessary adjustments (which include only normal recurring adjustments) to present fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. Our results of operations for the three and six month period ended June 30, 2015 may not be indicative of our operating results for the full year. The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements contained in our 2014 Annual Report on Form 10-K. Unless otherwise indicated, references in this report to “we,” “us” or “our” or "the Company" refer to Dean Foods Company and its subsidiaries, taken as a whole. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In April 2014, the Financial Accounting Standards Board ("FASB") issued FASB Accounting Standards Update ("ASU") No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. We were required to adopt the standard prospectively for new disposals and new classifications of disposal groups as held for sale beginning the first quarter of 2015. The adoption of this standard had no material impact on our financial statements as of June 30, 2015 . In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In July 2015, the FASB deferred the effective date by one year to December 15, 2017, for annual and interim reporting periods beginning after that date. This standard also permits early adoption, but not before the original effective date of December 15, 2016. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. In June 2014, the FASB issued ASU No. 2014-12, Compensation — Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We do not expect the adoption of this standard to have a material impact on our financial statements. In January 2015, the FASB issued ASU No. 2015- 01, Extraordinary and Unusual Items - Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates the concept of extraordinary items and their segregation from the results of ordinary operations and expands presentation and disclosure guidance to include items that are both unusual in nature and occur infrequently. The new accounting standard is effective for annual periods ending after December 15, 2015 and we are assessing the potential impact to our financial statements and financial statement disclosures. In April 2015, the FASB issued ASU No. 2015- 03, Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs are not affected by this ASU. The amendments in this ASU are effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted. We are currently assessing the potential impact to our financial statements and financial statement disclosures. |
Asset Impairment Charges | Asset Impairment Charges We evaluate our long-lived assets for impairment when circumstances indicate that the carrying value may not be recoverable. Indicators of impairment could include, among other factors, significant changes in the business environment or the planned closure of a facility. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. As a result of certain changes to our business and plans for consolidating our production network, we evaluated the impact that we expect these changes to have on our projected future cash flows as of June 30, 2015 . Testing the assets for recoverability involved developing estimates of future cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the assets. Other inputs were based on assessment of an individual asset’s alternative use within other production facilities, evaluation of recent market data and historical liquidation sales values for similar assets. As the inputs for testing for recoverability are largely based on management’s judgments and are not generally observable in active markets, we consider such measurements to be Level 3 measurements in the fair value hierarchy. See Note 6 . The results of our analysis indicated no impairment of our plant, property and equipment, outside of facility closing and reorganization costs, for the three and six months ended June 30, 2015 and 2014 . We can provide no assurance that we will not have impairment charges in future periods as a result of changes in our business environment, operating results or the assumptions and estimates utilized in our impairment tests. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories, Net of Reserves | Inventories, net of obsolescence reserves of $0.9 million and $0.7 million at June 30, 2015 and December 31, 2014 , respectively, consisted of the following: June 30, 2015 December 31, 2014 (In thousands) Raw materials and supplies $ 93,518 $ 100,587 Finished goods 151,067 151,244 Total $ 244,585 $ 251,831 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite Lived Intangible Assets | The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of June 30, 2015 and December 31, 2014 are as follows: June 30, 2015 December 31, 2014 Gross Carrying Amount Impairment Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) Intangible assets with indefinite lives: Trademarks $ — $ — $ — $ — $ 221,681 $ — $ 221,681 Intangible assets with finite lives: Customer-related and other 49,225 — (32,442 ) 16,783 49,225 (31,153 ) 18,072 Trademarks 229,777 (109,910 ) (12,938 ) 106,929 8,096 (5,315 ) 2,781 Total $ 279,002 $ (109,910 ) $ (45,380 ) $ 123,712 $ 279,002 $ (36,468 ) $ 242,534 |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of June 30, 2015 and December 31, 2014 are as follows: June 30, 2015 December 31, 2014 Gross Carrying Amount Impairment Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) Intangible assets with indefinite lives: Trademarks $ — $ — $ — $ — $ 221,681 $ — $ 221,681 Intangible assets with finite lives: Customer-related and other 49,225 — (32,442 ) 16,783 49,225 (31,153 ) 18,072 Trademarks 229,777 (109,910 ) (12,938 ) 106,929 8,096 (5,315 ) 2,781 Total $ 279,002 $ (109,910 ) $ (45,380 ) $ 123,712 $ 279,002 $ (36,468 ) $ 242,534 |
Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense | Estimated aggregate intangible asset amortization expense for the next five years is as follows (in millions): 2015 $ 21.7 2016 25.3 2017 24.7 2018 24.6 2019 24.5 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | Our outstanding debt as of June 30, 2015 and December 31, 2014 consisted of the following: June 30, 2015 December 31, 2014 Amount Outstanding Interest Rate Amount Outstanding Interest Rate (In thousands, except percentages) Dean Foods Company debt obligations: Senior secured credit facility $ — — % $ 70,301 2.93 %* Senior notes due 2016 — — 475,819 7.00 Senior notes due 2023 700,000 6.50 — — 700,000 546,120 Subsidiary debt obligations: Senior notes due 2017 136,038 6.90 134,913 6.90 Receivables-backed facility — — 235,000 1.30 Capital lease and other 3,228 — 1,146 — 139,266 371,059 839,266 917,179 Less current portion (1,200 ) (698 ) Total long-term portion $ 838,066 $ 916,481 * Represents a weighted average rate, including applicable interest rate margins, for the credit facility. |
Schedule of Maturities of Long-Term Debt | The scheduled debt maturities at June 30, 2015 were as follows (in thousands): 2015 $ 1,200 2016 699 2017 142,586 2018 586 2019 157 Thereafter 700,000 Subtotal 845,228 Less discounts (5,962 ) Total outstanding debt $ 839,266 |
Derivative Financial Instrume26
Derivative Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives Recorded at Fair Value in Unaudited Condensed Consolidated Balance Sheets | At June 30, 2015 and December 31, 2014 , our derivatives recorded at fair value in our unaudited Condensed Consolidated Balance Sheets consisted of the following: Derivative Assets Derivative Liabilities June 30, 2015 December 31, 2014 June 30, 2015 December 31, 2014 (In thousands) Derivatives not Designated as Hedging Instruments Commodities contracts — current(1) $ 352 $ 2 $ 2,431 $ 4,392 Total derivatives $ 352 $ 2 $ 2,431 $ 4,392 (1) Derivative assets and liabilities that have settlement dates equal to or less than 12 months from the respective balance sheet date are included in prepaid expenses and other current assets and accounts payable and accrued expenses, respectively, in our unaudited Condensed Consolidated Balance Sheets. |
Summary of Derivative Assets and Liabilities Measured at Fair Value on Recurring Basis | A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 is as follows (in thousands): Fair Value as of June 30, 2015 Level 1 Level 2 Level 3 Asset — Commodities contracts $ 352 $ — $ 352 $ — Liability — Commodities contracts 2,431 — 2,431 — A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 is as follows (in thousands): Fair Value as of December 31, 2014 Level 1 Level 2 Level 3 Asset — Commodities contracts $ 2 $ — $ 2 $ — Liability — Commodities contracts 4,392 — 4,392 — |
Carrying Value and Fair Value of Senior Notes and Subsidiary Senior Notes | The following table presents the carrying values and fair values of our senior and subsidiary senior notes at June 30, 2015 and December 31, 2014 : June 30, 2015 December 31, 2014 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Dean Foods Company senior notes due 2023 $ 700,000 $ 716,625 $ — $ — Dean Foods Company senior notes due 2016 — — 475,819 507,140 Subsidiary senior notes due 2017 136,038 150,520 134,913 151,230 |
Summary of SERP Assets Measured at Fair Value on Recurring Basis | The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of June 30, 2015 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 204 $ — $ 204 $ — Mutual funds 1,948 — 1,948 — The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of December 31, 2014 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 12 $ — $ 12 $ — Mutual funds 1,929 — 1,929 — |
Common Stock and Share-Based 27
Common Stock and Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity during the six months ended June 30, 2015 : Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregate Intrinsic Value Options outstanding at January 1, 2015 3,691,567 $ 20.13 Granted — — Forfeited and canceled (249,940 ) 22.03 Exercised (128,360 ) 16.31 Options outstanding at June 30, 2015 3,313,267 $ 20.13 2.35 $ 3,366,099 Options exercisable at June 30, 2015 3,310,738 $ 20.14 2.25 $ 2,831,364 |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock units ("RSU") activity during the six months ended June 30, 2015 : Employees Directors Total RSUs at January 1, 2015 898,550 112,579 1,011,129 RSUs issued 371,292 44,821 416,113 Shares issued upon vesting of RSUs (155,055 ) (48,069 ) (203,124 ) RSUs canceled or forfeited (1) (91,005 ) (1,629 ) (92,634 ) RSUs outstanding at June 30, 2015 1,023,782 107,702 1,131,484 Weighted average grant date fair value $ 15.38 $ 15.04 $ 15.35 (1) Pursuant to the terms of our plans, employees have the option of forfeiting RSUs to cover their minimum statutory tax withholding when shares are issued. Any RSUs surrendered or canceled in satisfaction of participants’ tax withholding obligations are not available for future grants under the plans. |
Summary of Phantom Share Activity | The following table summarizes the phantom share activity during the six months ended June 30, 2015 : Shares Weighted Average Grant Date Fair Value Outstanding at January 1, 2015 1,036,331 $ 15.91 Granted 690,456 16.31 Converted/paid (484,516 ) 16.43 Forfeited (60,889 ) 15.72 Outstanding at June 30, 2015 1,181,382 $ 15.94 |
Summary of Share-Based Compensation Expense Recognized | The following table summarizes the share-based compensation expense recognized during the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30 Six Months Ended June 30 2015 2014 2015 2014 (In thousands) Stock options $ 17 $ 118 $ 78 $ 263 RSUs 1,784 1,179 3,944 2,387 Phantom shares 2,212 2,258 2,896 2,600 Total $ 4,013 $ 3,555 $ 6,918 $ 5,250 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerators and Denominators Used in Computations of Both Basic and Diluted Earnings Per Share | The following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS: Three Months Ended June 30 Six Months Ended June 30 2015 2014 2015 2014 (In thousands, except share data) Basic earnings (loss) per share computation: Numerator: Income (loss) from continuing operations $ 26,519 $ (963 ) $ (47,132 ) $ (10,755 ) Denominator: Average common shares 94,386,346 93,561,305 94,307,676 93,977,672 Basic earnings (loss) per share from continuing operations $ 0.28 $ (0.01 ) $ (0.50 ) $ (0.11 ) Diluted earnings (loss) per share computation: Numerator: Net income (loss) $ 26,519 $ (963 ) $ (47,132 ) $ (10,755 ) Denominator: Average common shares — basic 94,386,346 93,561,305 94,307,676 93,977,672 Stock option conversion(1) 254,734 — — — RSUs(2) 259,259 — — — Average common shares — diluted 94,900,339 93,561,305 94,307,676 93,977,672 Diluted earnings (loss) per share from continuing operations $ 0.28 $ (0.01 ) $ (0.50 ) $ (0.11 ) (1) Anti-dilutive common shares excluded 2,310,106 3,649,711 3,058,686 3,752,341 (2) Anti-dilutive stock units excluded 5,316 201,976 267,113 298,959 |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) by Component, Net of Tax | The changes in accumulated other comprehensive income (loss) by component, net of tax, during the three months ended June 30, 2015 were as follows (in thousands): Changes in Cash Flow Hedges Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at March 31, 2015 $ — $ (82,415 ) $ (1,361 ) $ (83,776 ) Other comprehensive income (loss) before reclassifications — 2,979 (191 ) 2,788 Amounts reclassified from accumulated other comprehensive income — (1,469 ) — (1,469 ) Net current-period other comprehensive income (loss) — 1,510 (191 ) 1,319 Balance at June 30, 2015 $ — $ (80,905 ) $ (1,552 ) $ (82,457 ) The changes in accumulated other comprehensive income (loss) by component, net of tax, during the three months ended June 30, 2014 were as follows (in thousands): Changes in Cash Flow Hedges Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at March 31, 2014 $ 187 $ (56,519 ) $ 166 $ (56,166 ) Other comprehensive income (loss) before reclassifications (69 ) 1,760 166 1,857 Amounts reclassified from accumulated other comprehensive income — (928 ) (1) — (928 ) Net current-period other comprehensive income (loss) (69 ) 832 166 929 Balance at June 30, 2014 $ 118 $ (55,687 ) $ 332 $ (55,237 ) (1) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic pension cost. See Note 10 . The changes in accumulated other comprehensive income (loss) by component, net of tax, during the six months ended June 30, 2015 were as follows (in thousands): Changes in Cash Flow Hedges Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance, December 31, 2014 $ 87 $ (83,879 ) $ (1,191 ) $ (84,983 ) Other comprehensive income (loss) before reclassifications (87 ) 5,912 (361 ) 5,464 Amounts reclassified from accumulated other comprehensive loss (1) — (2,938 ) (1) — (2,938 ) Net current-period other comprehensive income (loss) (87 ) 2,974 (361 ) 2,526 Balance, June 30, 2015 $ — $ (80,905 ) $ (1,552 ) $ (82,457 ) (1) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic pension cost. See Note 10 . The changes in accumulated other comprehensive income (loss) by component, net of tax, during the six months ended June 30, 2014 were as follows (in thousands): Changes in Pension and Foreign Total Balance, December 31, 2013 $ 423 $ (57,224 ) $ (389 ) $ (57,190 ) Other comprehensive income (loss) before reclassifications (85 ) 3,392 721 4,028 Amounts reclassified from accumulated other comprehensive loss (220 ) (1) (1,855 ) (2) — (2,075 ) Net current-period other comprehensive income (loss) (305 ) 1,537 721 1,953 Balance, June 30, 2014 $ 118 $ (55,687 ) $ 332 $ (55,237 ) (1) The accumulated other comprehensive loss component is related to the hedging activity amount at December 31, 2013 that was reclassified to operating income as we de-designated our cash flow hedges, effective January 1, 2014. See Note 6 . (2) The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic pension cost. See Note 10 . |
Employee Retirement and Postr30
Employee Retirement and Postretirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Defined Benefit Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Components of Net Periodic Benefit Cost | The following table sets forth the components of net periodic benefit cost for our defined benefit plans during the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30 Six Months Ended June 30 2015 2014 2015 2014 (In thousands) Components of net periodic benefit cost: Service cost $ 908 $ 770 $ 1,816 $ 1,540 Interest cost 3,434 3,495 6,868 6,990 Expected return on plan assets (4,938 ) (4,690 ) (9,876 ) (9,380 ) Amortizations: Prior service cost 214 197 428 394 Unrecognized net loss 2,136 1,276 4,272 2,552 Net periodic benefit cost $ 1,754 $ 1,048 $ 3,508 $ 2,096 |
Postretirement Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
Components of Net Periodic Benefit Cost | The following table sets forth the components of net periodic benefit cost for our postretirement benefit plans during the three and six months ended June 30, 2015 and 2014 : Three Months Ended June 30 Six Months Ended June 30 2015 2014 2015 2014 (In thousands) Components of net periodic benefit cost: Service cost $ 205 $ 206 $ 410 $ 412 Interest cost 364 416 728 832 Amortizations: Prior service cost 23 16 46 32 Unrecognized net loss 16 19 32 38 Net periodic benefit cost $ 608 $ 657 $ 1,216 $ 1,314 |
Asset Impairment Charges and 31
Asset Impairment Charges and Facility Closing and Reorganization Costs (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Approved Plans and Related Charges | Approved plans within our multi-year initiatives and ongoing network optimization strategies are summarized as follows: Three Months Ended June 30 Six Months Ended June 30 2015 2014 2015 2014 (In thousands) Closure of facilities(1) $ 5,408 $ 728 $ 6,653 $ 1,705 Total $ 5,408 $ 728 $ 6,653 $ 1,705 (1) These charges in 2015 and 2014 primarily relate to facility closures in Rochester, Indiana; Sheboygan, Wisconsin; Riverside, California; Delta, Colorado; Denver, Colorado; Dallas, Texas; Waco, Texas; Springfield, Virginia; Buena Park, California; Evart, Michigan; Bangor, Maine; Shreveport, Louisiana and Mendon, Massachusetts, as well as other approved closures. We have incurred $51.9 million of charges related to these initiatives through June 30, 2015 . We expect to incur additional charges related to these facility closures of approximately $4.0 million related to contract termination, shutdown and other costs. As we continue the evaluation of our supply chain and distribution network, it is likely that we will close additional facilities in the future. |
Facility Closing and Reorganization Costs | Activity with respect to facility closing and reorganization costs during the six months ended June 30, 2015 is summarized below and includes items expensed as incurred: Accrued Charges at December 31, 2014 Charges and Adjustments Payments Accrued Charges at June 30, 2015 (In thousands) Cash charges: Workforce reduction costs $ 1,283 $ 3,398 $ (1,659 ) $ 3,022 Shutdown costs — 1,371 (1,371 ) — Lease obligations after shutdown 6,855 327 (937 ) 6,245 Other — 229 (229 ) — Subtotal $ 8,138 5,325 $ (4,196 ) $ 9,267 Noncash charges: Write-down of assets (1) 3,524 Gain on sale of related assets (2,379 ) Other, net 183 Total charges $ 6,653 (1) The write-down of assets relates primarily to owned buildings, land and equipment of those facilities identified for closure. The assets were tested for recoverability at the time the decision to close the facilities was more likely than not to occur. Our methodology for testing the recoverability of the assets is consistent with the methodology described in the "Asset Impairment Charges" section above. |
General - Additional Informatio
General - Additional Information (Detail) | Jun. 30, 2015Brand |
Accounting Policies [Abstract] | |
Number of local and regional brands and private labels - more than 50 | 50 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gain (loss) on sale of discontinued operations, net of tax | $ 0 | $ 318 | $ (89) | $ 1,154 | |||
IPO | Common Stock | WhiteWave Foods | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Percentage of shares offered | 13.30% | ||||||
Tax-free spin-off | Common Stock | WhiteWave Foods | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Percentage of shares offered | 66.80% | ||||||
Tax-free debt-for-equity exchange | Common Stock | WhiteWave Foods | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Percentage of shares offered | 19.90% |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Obsolescence reserves | $ 0.9 | $ 0.7 |
Inventories - Inventories, Net
Inventories - Inventories, Net of Reserves (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 93,518 | $ 100,587 |
Finished goods | 151,067 | 151,244 |
Total | $ 244,585 | $ 251,831 |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2011 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Gross carrying value of goodwill | $ 2,200,000 | $ 2,200,000 | |||||
Accumulated impairment of goodwill | 2,100,000 | 2,100,000 | |||||
Goodwill impairment charge | $ 2,100,000 | ||||||
Goodwill | 86,841 | 86,841 | $ 86,841 | ||||
Income tax expense (benefit) | 13,493 | $ (17,837) | (31,759) | $ (17,450) | |||
Amortization expense on intangible assets | $ 8,206 | $ 717 | $ 8,912 | $ 1,461 | |||
Trademarks | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Income tax expense (benefit) | $ (41,200) | ||||||
Remaining amortization period | 5 years |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Intangible assets with finite lives, Gross Carrying Amount | $ 279,002 | $ 279,002 |
Intangible assets with finite lives, impairment | (109,910) | |
Intangible assets with finite lives, Accumulated Amortization | (45,380) | (36,468) |
Intangible assets with finite lives, Net Carrying Amount | 123,712 | 242,534 |
Customer-Related and Other | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Intangible assets with finite lives, Gross Carrying Amount | 49,225 | 49,225 |
Intangible assets with finite lives, Accumulated Amortization | (32,442) | (31,153) |
Intangible assets with finite lives, Net Carrying Amount | 16,783 | 18,072 |
Trademarks | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Intangible assets with finite lives, Gross Carrying Amount | 229,777 | 8,096 |
Intangible assets with finite lives, impairment | (109,910) | |
Intangible assets with finite lives, Accumulated Amortization | (12,938) | (5,315) |
Intangible assets with finite lives, Net Carrying Amount | 106,929 | 2,781 |
Trademarks | ||
Indefinite-Lived Intangible Assets, Net [Abstract] | ||
Intangible assets with indefinite lives | $ 0 | $ 221,681 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense (Detail) $ in Millions | Jun. 30, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,015 | $ 21.7 |
2,016 | 25.3 |
2,017 | 24.7 |
2,018 | 24.6 |
2,019 | $ 24.5 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Debt obligations | $ 839,266 | $ 917,179 |
Less current portion | (1,200) | (698) |
Total long-term portion | 838,066 | 916,481 |
Dean Foods Company | ||
Debt Instrument [Line Items] | ||
Debt obligations | 700,000 | 546,120 |
Dean Foods Company | Senior secured credit facility | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 0 | $ 70,301 |
Weighted average rate (percent) | 0.00% | 2.93% |
Dean Foods Company | Senior Notes Due 2016 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 0 | $ 475,819 |
Interest rate (percent) | 0.00% | 7.00% |
Dean Foods Company | Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 700,000 | $ 0 |
Interest rate (percent) | 6.50% | 0.00% |
Subsidiary | ||
Debt Instrument [Line Items] | ||
Debt obligations | $ 139,266 | $ 371,059 |
Subsidiary | Capital lease and other | ||
Debt Instrument [Line Items] | ||
Capital lease and other | $ 3,228 | 1,146 |
Subsidiary | Receivables Securitization | ||
Debt Instrument [Line Items] | ||
Receivables-back facility | $ 235,000 | |
Interest rate (percent) | 0.00% | 1.30% |
Subsidiary | Senior Notes Due 2017 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 136,038 | $ 134,913 |
Weighted average rate (percent) | 6.90% | 6.90% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-Term Debt (Detail) $ in Thousands | Jun. 30, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,015 | $ 1,200 |
2,016 | 699 |
2,017 | 142,586 |
2,018 | 586 |
2,019 | 157 |
Thereafter | 700,000 |
Subtotal | 845,228 |
Less discounts | (5,962) |
Total outstanding debt | $ 839,266 |
Debt - Senior Notes due 2023 (D
Debt - Senior Notes due 2023 (Details) - Senior Notes - Senior Notes Due 2023 - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Feb. 28, 2015 | |
Debt Instrument [Line Items] | ||
Debt instrument, principal amount | $ 700,000,000 | |
Debt instrument, interest rate | 6.50% | |
Percentage of principal, issue price | 100.00% | |
Debt issuance costs | $ 7,000,000 | |
Unamortized debt issuance fees | $ 1,700,000 | |
Redemption scenario 1 | ||
Debt Instrument [Line Items] | ||
Percentage of principal redeemed | 40.00% | |
Percentage of principal amount, redemption price | 106.50% | |
Redemption scenario 2 | ||
Debt Instrument [Line Items] | ||
Percentage of principal amount, redemption price | 100.00% | |
Redemption scenario 3 | ||
Debt Instrument [Line Items] | ||
Percentage of principal amount, redemption price | 101.00% |
Debt - Senior Secured Credit Fa
Debt - Senior Secured Credit Facility (Details) - Revolving Credit Facility | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Jul. 31, 2013USD ($) | |
Old Credit Facility | Senior Secured Debt | |||
Line of Credit Facility [Line Items] | |||
Amount borrowed under credit facility | $ 750,000,000 | ||
Write off of unamortized debt issue costs | $ 5,200,000 | ||
Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Debt issuance costs | 4,800,000 | ||
Unamortized debt issuance fees | 800,000 | ||
Percentage of guarantor's first-tier foreign subsidiaries | 65.00% | ||
Individual new book value of real property | $ 10,000,000 | ||
Credit Agreement | Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Amount borrowed under credit facility | 75,000,000 | ||
Credit Agreement | Swing Line Loan | |||
Line of Credit Facility [Line Items] | |||
Amount borrowed under credit facility | 100,000,000 | ||
Old Credit Facility and New Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Average daily balance of borrowings outstanding | 11,800,000 | ||
New Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Amount borrowed under credit facility | 450,000,000 | ||
New Credit Facility | Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit, amount outstanding | $ 0 | ||
Minimum | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Consolidated interest coverage ratio | 2.25 | ||
Maximum | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Additional borrowing capacity | $ 200,000,000 | ||
Consolidated interest coverage ratio | 2.5 | ||
LIBOR | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Effective rate during period | 2.25% | ||
LIBOR | Minimum | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Variable rate basis spread | 2.25% | ||
LIBOR | Maximum | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Variable rate basis spread | 2.75% | ||
Alternate Base Rate | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Effective rate during period | 1.25% | ||
Alternate Base Rate | Minimum | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Variable rate basis spread | 1.25% | ||
Alternate Base Rate | Maximum | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Variable rate basis spread | 1.75% |
Debt - Dean Foods Receivables B
Debt - Dean Foods Receivables Backed Facility (Details) | 6 Months Ended | ||
Jun. 30, 2015USD ($)entity | Jun. 30, 2014USD ($) | May. 31, 2014USD ($) | |
Line of Credit Facility [Line Items] | |||
Number of wholly-owned bankruptcy remote entities | entity | 2 | ||
Proceeds from receivables-backed facility | $ 685,000,000 | $ 1,281,000,000 | |
Repayments of Other Debt | 920,000,000 | $ 1,194,000,000 | |
Receivables Securitization Facility | |||
Line of Credit Facility [Line Items] | |||
Amount borrowed under credit facility | 550,000,000 | ||
Line of credit, current borrowing capacity | 493,100,000 | ||
Total receivables sold | 562,600,000 | ||
Line of credit, amount outstanding | 0 | ||
Line of credit facility outstanding, remaining borrowing capacity | 347,200,000 | ||
Average daily balance under facility | 87,100,000 | ||
Receivables Securitization Facility | Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit, amount outstanding | 145,900,000 | ||
Modified Receivables Securitization Facility | Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Amount borrowed under credit facility | 350,000,000 | $ 300,000,000 | |
Unamortized debt issuance fees | $ 700,000 |
Debt - Standby Letter of Credit
Debt - Standby Letter of Credit (Details) - Receivables Securitization Facility | 1 Months Ended | |
Feb. 29, 2012USD ($)installment | Jun. 30, 2015USD ($) | |
Line of Credit Facility [Line Items] | ||
Issuance of standby letter of credit | $ | $ 80,000,000 | $ 18,900,000 |
Number of payment installments | 4 |
Debt - Dean Foods Company Senio
Debt - Dean Foods Company Senior Notes due 2016 (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | ||||||
Loss on early retirement of long-term debt | $ 0 | $ 0 | $ 43,609 | $ 0 | ||
Dean Foods Company | Senior Notes | Senior Notes Due 2016 | ||||||
Debt Instrument [Line Items] | ||||||
Retirement of debt | $ 476,200 | |||||
Total amount redeemed, including accrued and unpaid interest | $ 521,800 | |||||
Loss on early retirement of long-term debt | $ 38,300 | |||||
Debt redemption premiums | 37,300 | |||||
Write off of unamortized debt issue costs | 800 | |||||
Write off of remaining bond discount and interest rate swaps | $ 200 |
Debt - Subsidiary Senior Notes
Debt - Subsidiary Senior Notes Due 2017 (Details) - Jun. 30, 2015 - Subsidiary - Senior Notes Due 2017 - USD ($) | Total |
Debt Instrument [Line Items] | |
Debt instrument, principal amount | $ 142,000,000 |
Debt instrument, maturity date | Oct. 15, 2017 |
Derivative Financial Instrume47
Derivative Financial Instruments and Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Minimum outstanding purchase commitment range | 1 month | ||||
Maximum outstanding purchase commitment range | 1 year | ||||
Reclassification to income statement related to de-designation of cash flow hedges | $ 0 | $ 0 | $ 200 | $ 0 | $ 220 |
Derivative Financial Instrume48
Derivative Financial Instruments and Fair Value Measurements - Derivatives Recorded at Fair Value in Consolidated Balance Sheets (Detail) - Not Designated As Hedging Instruments - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 352 | $ 2 |
Derivative Liabilities | 2,431 | 4,392 |
Current | Commodities Contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 352 | 2 |
Derivative Liabilities | $ 2,431 | $ 4,392 |
Derivative Financial Instrume49
Derivative Financial Instruments and Fair Value Measurements - Summary of Derivative Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Commodities Contracts - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Asset, Fair Value | $ 352 | $ 2 |
Liability, Fair Value | 2,431 | 4,392 |
Level 1 | ||
Derivatives, Fair Value [Line Items] | ||
Asset, Fair Value | 0 | 0 |
Liability, Fair Value | 0 | 0 |
Level 2 | ||
Derivatives, Fair Value [Line Items] | ||
Asset, Fair Value | 352 | 2 |
Liability, Fair Value | 2,431 | 4,392 |
Level 3 | ||
Derivatives, Fair Value [Line Items] | ||
Asset, Fair Value | 0 | 0 |
Liability, Fair Value | $ 0 | $ 0 |
Derivative Financial Instrume50
Derivative Financial Instruments and Fair Value Measurements - Carrying Value and Fair Value of Senior Notes and Subsidiary Senior Notes (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Dean Foods Company | Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Senior Notes, Carrying Value | $ 700,000 | $ 0 |
Senior Notes, Fair Value | 716,625 | 0 |
Dean Foods Company | Senior Notes Due 2016 | ||
Debt Instrument [Line Items] | ||
Senior Notes, Carrying Value | 0 | 475,819 |
Senior Notes, Fair Value | 0 | 507,140 |
Subsidiary | Senior Notes Due 2017 | ||
Debt Instrument [Line Items] | ||
Senior Notes, Carrying Value | 136,038 | 134,913 |
Senior Notes, Fair Value | $ 150,520 | $ 151,230 |
Derivative Financial Instrume51
Derivative Financial Instruments and Fair Value Measurements - Summary of SERP Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | $ 204 | $ 12 |
Mutual Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | 1,948 | 1,929 |
Level 1 | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | 0 | 0 |
Level 1 | Mutual Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | 0 | 0 |
Level 2 | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | 204 | 12 |
Level 2 | Mutual Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | 1,948 | 1,929 |
Level 3 | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | 0 | 0 |
Level 3 | Mutual Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | $ 0 | $ 0 |
Common Stock and Share-Based 52
Common Stock and Share-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Nov. 30, 2013 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Quarterly dividends expected (in dollars per share) | $ 0.07 | ||||||
Annual dividends expected (in dollars per share) | $ 0.28 | ||||||
Dividends paid (in dollars per share) | $ 0.07 | $ 0.07 | $ 0.07 | ||||
Cash dividends paid | $ 13,212,000 | $ 13,089,000 | |||||
Preferred stock authorized | 1,000,000 | 1,000,000 | |||||
Common stock authorized | 250,000,000 | 250,000,000 | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||
Stock options granted | 0 | 0 | |||||
Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Authorized amount for common share repurchase threshold | $ 2,380,000,000 | $ 2,380,000,000 | |||||
Repurchase of common stock (in shares) | 0 | 0 | (1,727,275) | ||||
Remaining authorized amount for common share repurchase | $ 275,000,000 | $ 275,000,000 |
Common Stock and Share-Based 53
Common Stock and Share-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Options (in shares) | ||
Options outstanding, beginning balance, in shares | 3,691,567 | |
Granted, in shares | 0 | 0 |
Forfeited and canceled, in shares | (249,940) | |
Exercised, in shares | (128,360) | |
Options outstanding, ending balance, in shares | 3,313,267 | |
Options exercisable, balance, in shares | 3,310,738 | |
Weighted Average Exercise Price (in dollars per share) | ||
Options outstanding, beginning balance, Weighted average exercise price (in dollars per share) | $ 20.13 | |
Granted, Weighted average exercise price (in dollars per share) | 0 | |
Forfeited and canceled, Weighted average exercise price, dollars per share (in dollars per share) | 22.03 | |
Exercised, Weighted average exercise price (in dollars per share) | 16.31 | |
Options outstanding, ending balance, Weighted average exercise price (in dollars per share) | 20.13 | |
Options exercisable, ending balance, Weighted average exercise price (in dollars per share) | $ 20.14 | |
Options, Additional Disclosures | ||
Options outstanding, ending balance, Weighted Average Contractual Life | 2 years 4 months 6 days | |
Options exercisable, ending balance, Weighted Average Contractual Life | 2 years 3 months | |
Options outstanding, ending balance, Aggregate Intrinsic Value | $ 3,366,099 | |
Options exercisable, ending balance, Aggregate Intrinsic Value | $ 2,831,364 |
Common Stock and Share-Based 54
Common Stock and Share-Based Compensation - Summary of Restricted Stock Unit Activity (Detail) - Jun. 30, 2015 - RSUs - $ / shares | Total |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at beginning balance, in shares | 1,011,129 |
Stock units issued, in shares | 416,113 |
Shares issued upon vesting of stock units, in shares | (203,124) |
Stock units canceled or forfeited, in shares | (92,634) |
Outstanding at ending balance, in shares | 1,131,484 |
Weighted average grant date fair value | $ 15.35 |
Employees | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at beginning balance, in shares | 898,550 |
Stock units issued, in shares | 371,292 |
Shares issued upon vesting of stock units, in shares | (155,055) |
Stock units canceled or forfeited, in shares | (91,005) |
Outstanding at ending balance, in shares | 1,023,782 |
Weighted average grant date fair value | $ 15.38 |
Director | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at beginning balance, in shares | 112,579 |
Stock units issued, in shares | 44,821 |
Shares issued upon vesting of stock units, in shares | (48,069) |
Stock units canceled or forfeited, in shares | (1,629) |
Outstanding at ending balance, in shares | 107,702 |
Weighted average grant date fair value | $ 15.04 |
Common Stock and Share-Based 55
Common Stock and Share-Based Compensation - Summary of Phantom Share Activity (Detail) - 6 months ended Jun. 30, 2015 - Phantom Shares - $ / shares | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period (in years) | 3 years |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at beginning balance, in shares | 1,036,331 |
Granted, in shares | 690,456 |
Converted/paid, in shares | (484,516) |
Forfeited, in shares | (60,889) |
Outstanding at ending balance, in shares | 1,181,382 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Outstanding at beginning balance, weighted average grant date fair value | $ 15.91 |
Weighted average grant date fair value, Granted | 16.31 |
Weighted average grant date fair value, Converted/paid | 16.43 |
Weighted average grant date fair value, Forfeited | 15.72 |
Outstanding at ending balance, weighted average grant date fair value | $ 15.94 |
Common Stock and Share-Based 56
Common Stock and Share-Based Compensation - Summary of Share Based Compensation Expense Recognized (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 4,013 | $ 3,555 | $ 6,918 | $ 5,250 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 17 | 118 | 78 | 263 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 1,784 | 1,179 | 3,944 | 2,387 |
Phantom Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 2,212 | $ 2,258 | $ 2,896 | $ 2,600 |
Earnings (Loss) Per Share - Rec
Earnings (Loss) Per Share - Reconciliation of Numerators and Denominators Used in Computations of Both Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Basic earnings (loss) per share computation: | ||||
Income (loss) from continuing operations | $ 26,519 | $ (963) | $ (47,132) | $ (10,755) |
Average common shares | 94,386,346 | 93,561,305 | 94,307,676 | 93,977,672 |
Basic loss per share from continuing operations (in dollars per share) | $ 0.28 | $ (0.01) | $ (0.50) | $ (0.11) |
Diluted earnings (loss) per share computation: | ||||
Net income (loss) | $ 26,519 | $ (963) | $ (47,132) | $ (10,755) |
Average common shares | 94,386,346 | 93,561,305 | 94,307,676 | 93,977,672 |
Average common shares — diluted | 94,900,339 | 93,561,305 | 94,307,676 | 93,977,672 |
Diluted earnings (loss) per share from continuing operations (in dollars per share) | $ 0.28 | $ (0.01) | $ (0.50) | $ (0.11) |
Common Stock | ||||
Diluted earnings (loss) per share computation: | ||||
Stock option conversion | 254,734 | 0 | 0 | 0 |
Anti-dilutive securities excluded | 2,310,106 | 3,649,711 | 3,058,686 | 3,752,341 |
RSUs | ||||
Diluted earnings (loss) per share computation: | ||||
Stock option conversion | 259,259 | 0 | 0 | 0 |
Anti-dilutive securities excluded | 5,316 | 201,976 | 267,113 | 298,959 |
Accumulated Other Comprehensi58
Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | $ (83,776) | $ (56,166) | $ (84,983) | $ (57,190) |
Other comprehensive income (loss) before reclassifications | 2,788 | 1,857 | 5,464 | 4,028 |
Amounts reclassified from accumulated other comprehensive loss(1) | (1,469) | (928) | (2,938) | (2,075) |
Net current-period other comprehensive income (loss) | 1,319 | 929 | 2,526 | 1,953 |
Ending Balance | (82,457) | (55,237) | (82,457) | (55,237) |
Changes in Cash Flow Hedges | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | 0 | 187 | 87 | 423 |
Other comprehensive income (loss) before reclassifications | 0 | (69) | (87) | (85) |
Amounts reclassified from accumulated other comprehensive loss(1) | 0 | 0 | 0 | (220) |
Net current-period other comprehensive income (loss) | 0 | (69) | (87) | (305) |
Ending Balance | 0 | 118 | 0 | 118 |
Pension and Other Postretirement Benefits Items | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (82,415) | (56,519) | (83,879) | (57,224) |
Other comprehensive income (loss) before reclassifications | 2,979 | 1,760 | 5,912 | 3,392 |
Amounts reclassified from accumulated other comprehensive loss(1) | (1,469) | (928) | (2,938) | (1,855) |
Net current-period other comprehensive income (loss) | 1,510 | 832 | 2,974 | 1,537 |
Ending Balance | (80,905) | (55,687) | (80,905) | (55,687) |
Foreign Currency Items | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Beginning Balance | (1,361) | 166 | (1,191) | (389) |
Other comprehensive income (loss) before reclassifications | (191) | 166 | (361) | 721 |
Amounts reclassified from accumulated other comprehensive loss(1) | 0 | 0 | 0 | 0 |
Net current-period other comprehensive income (loss) | (191) | 166 | (361) | 721 |
Ending Balance | $ (1,552) | $ 332 | $ (1,552) | $ 332 |
Employee Retirement and Postr59
Employee Retirement and Postretirement Benefits - Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Defined Benefit Plans | ||||
Components of net periodic benefit cost: | ||||
Service cost | $ 908 | $ 770 | $ 1,816 | $ 1,540 |
Interest cost | 3,434 | 3,495 | 6,868 | 6,990 |
Expected return on plan assets | (4,938) | (4,690) | (9,876) | (9,380) |
Amortizations: | ||||
Prior service cost | 214 | 197 | 428 | 394 |
Unrecognized net loss | 2,136 | 1,276 | 4,272 | 2,552 |
Net periodic benefit cost | 1,754 | 1,048 | 3,508 | 2,096 |
Postretirement Benefits | ||||
Components of net periodic benefit cost: | ||||
Service cost | 205 | 206 | 410 | 412 |
Interest cost | 364 | 416 | 728 | 832 |
Amortizations: | ||||
Prior service cost | 23 | 16 | 46 | 32 |
Unrecognized net loss | 16 | 19 | 32 | 38 |
Net periodic benefit cost | $ 608 | $ 657 | $ 1,216 | $ 1,314 |
Asset Impairment Charges and 60
Asset Impairment Charges and Facility Closing and Reorganization Costs - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Restructuring and Related Activities [Abstract] | ||||
Tangible asset impairment charges | $ 0 | $ 0 | $ 0 | $ 0 |
Asset Impairment Charges and 61
Asset Impairment Charges and Facility Closing and Reorganization Costs - Approved Plans and Related Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||||
Closure of Facilities | $ 5,408 | $ 728 | $ 6,653 | $ 1,705 |
Charges and Adjustments | 5,408 | $ 728 | 6,653 | $ 1,705 |
Facility Closing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges incurred to date | 51,900 | 51,900 | ||
Expected costs | $ 4,000 | $ 4,000 |
Asset Impairment Charges and 62
Asset Impairment Charges and Facility Closing and Reorganization Costs - Facility Closing and Reorganization Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Restructuring Reserve [Roll Forward] | ||||
Charges and Adjustments | $ 5,408 | $ 728 | $ 6,653 | $ 1,705 |
Restructuring Charges, Cash | ||||
Restructuring Reserve [Roll Forward] | ||||
Accrued Charges at Beginning Balance | 8,138 | |||
Charges and Adjustments | 5,325 | |||
Payments | (4,196) | |||
Accrued Charges at Ending Balance | 9,267 | 9,267 | ||
Restructuring Charges, Cash | Workforce Reduction Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Accrued Charges at Beginning Balance | 1,283 | |||
Charges and Adjustments | 3,398 | |||
Payments | (1,659) | |||
Accrued Charges at Ending Balance | 3,022 | 3,022 | ||
Restructuring Charges, Cash | Shutdown Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Accrued Charges at Beginning Balance | 0 | |||
Charges and Adjustments | 1,371 | |||
Payments | (1,371) | |||
Accrued Charges at Ending Balance | 0 | 0 | ||
Restructuring Charges, Cash | Lease Obligations After Shutdown | ||||
Restructuring Reserve [Roll Forward] | ||||
Accrued Charges at Beginning Balance | 6,855 | |||
Charges and Adjustments | 327 | |||
Payments | (937) | |||
Accrued Charges at Ending Balance | 6,245 | 6,245 | ||
Restructuring Charges, Cash | Other | ||||
Restructuring Reserve [Roll Forward] | ||||
Accrued Charges at Beginning Balance | 0 | |||
Charges and Adjustments | 229 | |||
Payments | (229) | |||
Accrued Charges at Ending Balance | $ 0 | 0 | ||
Restructuring Charges, Noncash Charges | Write-down of Assets | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges and Adjustments | 3,524 | |||
Restructuring Charges, Noncash Charges | Gain on sale of related assets | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges and Adjustments | (2,379) | |||
Restructuring Charges, Noncash Charges | Other | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges and Adjustments | $ 183 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2001 | |
Commitments and Contingencies [Line Items] | ||
Acquired interest percentage | 33.80% | |
Minimum | ||
Commitments and Contingencies [Line Items] | ||
Lease term, (years) | 1 year | |
Maximum | ||
Commitments and Contingencies [Line Items] | ||
Lease term, (years) | 20 years | |
Contingent Promissory Note | ||
Commitments and Contingencies [Line Items] | ||
Principal amount of contingent promissory note | $ 40,000,000 | |
Promissory note term (years) | 20 years | |
Contingent promissory note, maximum amount including interest | $ 96,000,000 |
Segment, Geographic and Custo64
Segment, Geographic and Customers Information - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015SegmentFacility | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | 1 | |||
Number of manufacturing facilities | Facility | 67 | |||
Sales | ||||
Segment Reporting Information [Line Items] | ||||
Major customer, percentage of sales | 16.00% | 16.00% | 17.00% | |
Sales | Foreign Operations | ||||
Segment Reporting Information [Line Items] | ||||
Major customer, percentage of sales | 1.00% | 1.00% | 1.00% | 1.00% |