Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 04, 2017 | |
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 | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 90,881,909 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 31,582 | $ 17,980 |
Receivables, net of allowances of $4,810 and $5,118 | 646,648 | 669,200 |
Income tax receivable | 5,147 | 5,578 |
Inventories | 290,908 | 284,484 |
Deferred income taxes | 0 | 37,504 |
Prepaid expenses and other current assets | 37,088 | 43,884 |
Total current assets | 1,011,373 | 1,058,630 |
Property, plant and equipment, net | 1,135,724 | 1,163,851 |
Goodwill | 154,112 | 154,112 |
Identifiable intangible and other assets, net | 201,044 | 207,897 |
Deferred income taxes | 23,487 | 21,737 |
Total | 2,525,740 | 2,606,227 |
Current liabilities: | ||
Accounts payable and accrued expenses | 684,471 | 706,981 |
Current portion of debt | 141,482 | 140,806 |
Total current liabilities | 825,953 | 847,787 |
Long-term debt, net | 750,195 | 745,245 |
Deferred income taxes | 86,520 | 126,009 |
Other long-term liabilities | 268,045 | 276,630 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Preferred stock, none issued | 0 | 0 |
Common stock, 90,872,751 and 90,586,741 shares issued and outstanding, with a par value of $0.01 per share | 909 | 906 |
Additional paid-in capital | 654,513 | 653,629 |
Retained earnings | 27,594 | 45,654 |
Accumulated other comprehensive loss | (87,989) | (89,633) |
Total stockholders’ equity | 595,027 | 610,556 |
Total | $ 2,525,740 | $ 2,606,227 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 4,810 | $ 5,118 |
Preferred stock, shares issued | 0 | 0 |
Common stock, shares issued | 90,872,751 | 90,586,741 |
Common stock, shares outstanding | 90,872,751 | 90,586,741 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Net sales | $ 1,995,686 | $ 1,878,828 |
Cost of sales | 1,533,561 | 1,374,760 |
Gross profit | 462,125 | 504,068 |
Operating costs and expenses: | ||
Selling and distribution | 345,196 | 332,887 |
General and administrative | 99,536 | 85,151 |
Amortization of intangibles | 5,155 | 6,325 |
Facility closing and reorganization costs, net | 9,286 | 1,166 |
Total operating costs and expenses | 459,173 | 425,529 |
Operating income | 2,952 | 78,539 |
Other (income) expense: | ||
Interest expense | 17,464 | 16,876 |
Other income, net | (956) | (997) |
Total other expense | 16,508 | 15,879 |
Income (loss) before income taxes | (13,556) | 62,660 |
Income tax expense (benefit) | (3,797) | 23,459 |
Net income (loss) | $ (9,759) | $ 39,201 |
Average common shares: | ||
Basic (in shares) | 90,709,802 | 91,567,119 |
Diluted (in shares) | 90,709,802 | 92,168,303 |
Basic income (loss) per common share: | ||
Net income (loss) (in dollars per share) | $ (0.11) | $ 0.43 |
Diluted income (loss) per common share: | ||
Net income (loss) (in dollars per share) | (0.11) | 0.43 |
Cash dividends declared per common share (in dollars per share) | $ 0.09 | $ 0.09 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (9,759) | $ 39,201 |
Other comprehensive income (loss): | ||
Cumulative translation adjustments | 0 | 153 |
Pension and other postretirement liability adjustment, net of tax | 1,644 | 1,485 |
Other comprehensive income | 1,644 | 1,638 |
Comprehensive income (loss) | $ (8,115) | $ 40,839 |
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 (in shares) at Dec. 31, 2015 | 91,428,274 | ||||
Balance at Dec. 31, 2015 | $ 545,504 | $ 914 | $ 679,916 | $ (49,523) | $ (85,803) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net of tax impact of share-based compensation (in shares) | 338,017 | ||||
Issuance of common stock, net of tax impact of share-based compensation | (1,761) | $ 4 | (1,765) | ||
Share-based compensation expense | 1,756 | 1,756 | |||
Net income (loss) | 39,201 | 39,201 | |||
Other comprehensive income (loss): | |||||
Cumulative translation adjustment | 153 | 153 | |||
Pension and other postretirement benefit liability adjustment, net of tax | 1,485 | 1,485 | |||
Balance (in shares) at Mar. 31, 2016 | 91,766,291 | ||||
Balance at Mar. 31, 2016 | $ 577,948 | $ 918 | 671,517 | (10,322) | (84,165) |
Balance (in shares) at Dec. 31, 2016 | 90,586,741 | 90,586,741 | |||
Balance at Dec. 31, 2016 | $ 610,556 | $ 906 | 653,629 | 45,654 | (89,633) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net of tax impact of share-based compensation (in shares) | 286,010 | ||||
Issuance of common stock, net of tax impact of share-based compensation | (1,221) | $ 3 | (1,224) | ||
Share-based compensation expense | 2,108 | 2,108 | |||
Net income (loss) | (9,759) | (9,759) | |||
Dividends | (8,301) | (8,301) | |||
Other comprehensive income (loss): | |||||
Cumulative translation adjustment | 0 | ||||
Pension and other postretirement benefit liability adjustment, net of tax | $ 1,644 | 1,644 | |||
Balance (in shares) at Mar. 31, 2017 | 90,872,751 | 90,872,751 | |||
Balance at Mar. 31, 2017 | $ 595,027 | $ 909 | $ 654,513 | $ 27,594 | $ (87,989) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||
Pension and other postretirement benefit liability adjustment, tax | $ 1,022 | $ 897 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (9,759) | $ 39,201 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 43,191 | 45,038 |
Share-based compensation expense | 3,957 | 6,067 |
(Gain) loss on divestitures and other, net | 1,161 | (2,404) |
Write-off of financing costs | 1,080 | 0 |
Deferred income taxes | (4,757) | 5,295 |
Other, net | 4,525 | (1,171) |
Changes in operating assets and liabilities: | ||
Receivables, net | 22,552 | 54,915 |
Inventories | (6,424) | (16,059) |
Prepaid expenses and other assets | 6,632 | 11,596 |
Accounts payable and accrued expenses | (35,033) | (114,955) |
Income taxes receivable/payable | 431 | 18,707 |
Net cash provided by operating activities | 27,556 | 46,230 |
Cash flows from investing activities: | ||
Payments for property, plant and equipment | (8,372) | (17,067) |
Proceeds from sale of fixed assets | 1,001 | 3,209 |
Net cash used in investing activities | (7,371) | (13,858) |
Cash flows from financing activities: | ||
Repayments of debt | (600) | (413) |
Payments of financing costs | (1,709) | 0 |
Proceeds from senior secured revolver | 54,300 | 0 |
Payments for senior secured revolver | (59,000) | 0 |
Proceeds from receivables securitization facility | 535,000 | 0 |
Payments for receivables securitization facility | (525,000) | 0 |
Cash dividends paid | (8,178) | (8,259) |
Issuance of common stock, net of share repurchases for withholding taxes | (1,396) | (663) |
Tax savings on share-based compensation | 0 | 758 |
Net cash used in financing activities | (6,583) | (8,577) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 66 |
Increase in cash and cash equivalents | 13,602 | 23,861 |
Cash and cash equivalents, beginning of period | 17,980 | 60,734 |
Cash and cash equivalents, end of period | $ 31,582 | $ 84,595 |
General
General | 3 Months Ended |
Mar. 31, 2017 | |
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 fresh fluid milk and other dairy and dairy case products in the United States, with a vision to be the most admired and trusted provider of wholesome, great-tasting dairy products at every occasion. We manufacture, market and distribute a wide variety of branded and private label dairy and 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 portfolio includes DairyPure ® , the country's first and largest fresh, white milk national brand, and TruMoo ® , the leading national flavored milk brand, along with well-known regional dairy brands such as Alta Dena ® , Berkeley Farms ® , Country Fresh ® , Dean’s ® , Friendly's ® , Garelick Farms ® , LAND O LAKES ® milk and cultured products (licensed brand), Lehigh Valley Dairy Farms ® , Mayfield ® , McArthur ® , Meadow Gold ® , Oak Farms ® , PET ® (licensed brand), T.G. Lee ® , Tuscan ® and more. In all, we have more than 50 national, regional and local dairy brands, as well as private labels. Dean Foods also makes and distributes ice cream, cultured products, juices, teas and bottled water. Due to the perishable nature of our products, we deliver the majority of our products directly to our customers’ locations in refrigerated trucks or trailers that we own or lease. We believe that we have one of the most extensive refrigerated direct-to-store delivery systems in the United States. We sell our products primarily on a local or regional basis through our local and regional sales forces, and in some instances, with the assistance of national brokers. Some national customer relationships are coordinated by our centralized corporate sales department or national brokers. 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, 2016 (the “ 2016 Annual Report on Form 10-K”), which we filed with the Securities and Exchange Commission on February 22, 2017 . 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 month period ended March 31, 2017 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 2016 Annual Report on Form 10-K. Unless otherwise indicated, references in this report to “we,” “us,” “our” or "the Company" refer to Dean Foods Company and its subsidiaries, taken as a whole. Recently Adopted Accounting Pronouncements Accounting Standards Update ("ASU") No. 2016-09 — In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-09, Compensation — Stock Compensation — Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, the accounting for forfeitures, the classification of awards as either equity or liabilities, and the classification of certain share-based payment transactions on the statement of cash flows. We adopted this ASU effective January 1, 2017, and it has been applied in accordance with the transition methods specified in the guidance. As permitted by the standard, we have not changed our accounting policy for forfeitures of share-based awards and will continue estimating forfeitures when determining compensation cost to be recognized over the vesting period. The presentation of excess tax benefits of share-based awards on the statement of cash flows has been applied prospectively; therefore, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows. In addition, we are now recording on a prospective basis excess tax benefits and tax deficiencies related to share-based payments within the provision for income taxes on the statement of operations rather than on the consolidated balance sheet within additional paid-in capital. ASU No. 2015-17 — In November 2015, the FASB issued ASU No. 2015-17, Income Taxes — Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred income taxes and requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments eliminate the guidance in Accounting Standards Codification ("ASC") Topic 740 that requires an entity to separate deferred tax liabilities and assets into a current amount and a noncurrent amount in a classified statement of financial position. We adopted this ASU on a prospective basis effective January 1, 2017. Recently Issued Accounting Pronouncements Effective in 2018 ASU No. 2017-07 — In March 2017, the FASB issued ASU No. 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The new guidance is intended to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost. The amendments require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net periodic benefit costs (which include interest costs, expected return on plan assets, amortization of prior service cost or credits and actuarial gains and losses) are to be reported separately and outside a subtotal of operating income, if one is presented. Currently, we record all components of net periodic benefit cost on the same line item as the employees' respective compensation expense. Beginning in the first quarter of 2018, we will be required to present net periodic cost for pension and postretirement benefits in accordance with the new guidance described above. For public companies, this guidance is effective for interim and annual reporting periods beginning after December 15, 2017. The amendment should be applied on a retrospective basis. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. We do not intend to early adopt this ASU. We are currently evaluating the effect that the adoption of this standard will have on the presentation of our financial statements. ASU No. 2017-03 — In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections and Investments — Equity Method and Joint Ventures: Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 Emerging Issues Task Force ("EITF") Meetings. The new guidance is intended to provide clarity in relation to the disclosure of the impact that ASU 2014-09 and ASU 2016-02, which are described below, will have on our financial statements when adopted. The effective date for this guidance is the same as the effective date for ASU 2014-09 and ASU 2016-02. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. ASU No. 2017-01 — In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business. The new guidance clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public companies, this standard is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments should be applied prospectively on or after the effective date. Early application of the amendments is allowed with certain restrictions. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. ASU No. 2016-16 — In October 2016, the FASB issued ASU No. 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 reduces complexity by allowing the recognition of current and deferred income taxes for an intra-entity asset transfer (other than inventory) when the transfer occurs. The new guidance is intended to reduce the complexity of GAAP and diversity in practice related to the tax consequences of certain types of intra-entity asset transfers, particularly those involving intellectual property. For public companies, this standard is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. ASU No. 2016-15 — In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for all entities, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. ASU No. 2016-01 — In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Liabilities. ASU 2016-01 supersedes existing guidance to classify equity securities with readily determinable fair values into different categories and requires equity securities to be measured at fair value with changes in the fair value recognized through net income. An entity’s equity investments that are accounted for under the equity method of accounting or result in consolidation of an investee are not included within the scope of this amended guidance. The amendments allow equity investments that do not have readily determinable fair values to be remeasured at fair value either upon the occurrence of an observable price change or upon identification of impairment. The amended guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments in this ASU should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption of the Update. Early application of certain amendments in this standard to financial statements of fiscal years and interim periods that have not yet been issued is permitted as of the beginning of the fiscal year of adoption. Except for the early application of certain amendments discussed above, early adoption of the standard is not permitted. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. ASU No. 2014-09 — In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. Additionally, the new standard requires enhanced disclosures, including information regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. The new standard was originally effective for reporting periods beginning after December 15, 2016 and early adoption was not permitted. On August 12, 2015, the FASB approved a one year delay of the effective date to reporting periods beginning after December 15, 2017, while permitting companies to voluntarily adopt the new standard as of the original effective date. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which clarifies narrow aspects of ASC 606 or corrects unintended application of the guidance. The effective date and transition requirements for ASU 2016-20 are the same as the effective date and transition requirements for ASU 2014-09. We are evaluating the overall impact this guidance will have on our consolidated financial statements. Specifically, we are assessing the impact that this guidance may have with respect to the classification of our bulk cream sales, which are currently presented as a reduction to cost of sales. Additionally, our evaluation will include the impact of the new standard on certain common practices currently employed by us and by other manufacturers of consumer products, such as slotting fees, co-operative advertising, rebates and other pricing allowances, merchandising funds and consumer coupons. We currently expect to adopt the ASU consistent with the deferred mandatory effective date of January 1, 2018 and to utilize the modified retrospective transition method, which would result in an adjustment to retained earnings for the cumulative effect, if any, of applying the standard to contracts in process as of the adoption date. Under this method, we would not restate the prior financial statements presented; however, we would be required to provide additional disclosures of the amount by which each financial statement line item is affected in the current reporting period during 2018, as compared to the prior guidance. Based on our findings to date, we do not expect the standard to have a material impact on our results of operations or financial position; however, our assessment is not yet complete. Throughout the remainder of 2017, we plan to finalize our review and method of adoption. Effective in 2019 ASU No. 2016-02 — In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires lessees to recognize lease assets and lease liabilities in the balance sheet and disclose key information about leasing arrangements, such as information about variable lease payments and options to renew and terminate leases. The amended guidance will require both operating and finance leases to be recognized in the balance sheet. Additionally, the amended guidance aligns lessor accounting to comparable guidance in ASC Topic 606, Revenue from Contracts with Customers. The amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be adopted using a modified retrospective transition approach, which requires application of the new guidance at the beginning of the earliest comparative period presented in the year of adoption. We do not intend to early adopt the standard. We anticipate the impact of this standard to be significant to our Consolidated Balance Sheet due to the amount of our lease commitments. See Note 17 to the Consolidated Financial Statements contained in our 2016 Annual Report on Form 10-K for further information regarding these commitments. We are currently evaluating the other impacts that ASU 2016-02 will have on our consolidated financial statements. Effective in 2020 ASU No. 2017-04 — In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other: Simplifying the Test for Goodwill Impairment. The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds a reporting unit’s fair value. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. For public companies, this guidance is effective for annual periods or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect the adoption of ASU 2017-04 to have a material impact on our financial statements. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On June 20, 2016, we completed the acquisition of Friendly’s Ice Cream Holdings Corp. (“Friendly’s Holdings”), including its wholly-owned subsidiary, Friendly’s Manufacturing and Retail, LLC (“Friendly’s Manufacturing,” and together with Friendly’s Holdings, “Friendly’s”), the Friendly’s ® trademark and all intellectual property associated with the ice cream business. Friendly’s develops, produces, manufactures, markets, distributes and sells ice cream and other frozen dessert-related products, as well as toppings. The total purchase price was $ 158.2 million . Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values and include identifiable intangible assets of $81.7 million , of which $29.7 million relates to customer relationships that are subject to amortization over a period of 15 years . Additionally, we assumed an unfavorable lease contract with a fair value of $5.4 million , which will be amortized as a reduction of rent expense over the term of the lease agreement. We recorded goodwill of $67.3 million in connection with the acquisition, which consists of the excess of the net purchase price over the fair value of the net assets acquired. This goodwill represents the expected value attributable to an anticipated increased competitive position in the ice cream market in the Northeastern United States. The goodwill is not deductible for tax purposes. The acquisition was funded through a combination of cash on hand and borrowings under our senior secured revolving credit facility and receivables securitization facility. Friendly's results of operations have been included in our unaudited Condensed Consolidated Statements of Operations from the date of acquisition. The purchase accounting and the final fair value assessments are complete. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at March 31, 2017 and December 31, 2016 consisted of the following: March 31, 2017 December 31, 2016 (In thousands) Raw materials and supplies $ 104,464 $ 110,095 Finished goods 186,444 174,389 Total $ 290,908 $ 284,484 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets As of March 31, 2017 , the gross carrying value of goodwill was $2.23 billion and accumulated goodwill impairment was $2.08 billion . We recorded a goodwill impairment charge of $2.08 billion in 2011 with no goodwill impairment charges in subsequent years. The net carrying amount of goodwill at each of March 31, 2017 and December 31, 2016 was $154.1 million . The net carrying amounts of our intangible assets other than goodwill as of March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Acquisition Costs Impairment Accumulated Amortization Net Carrying Amount Acquisition Costs Impairment Accumulated Amortization Net Carrying Amount (In thousands) Intangible assets with indefinite lives: Trademarks $ 52,000 $ — $ — $ 52,000 $ 52,000 $ — $ — $ 52,000 Intangible assets with finite lives: Customer-related and other 78,925 — (38,131 ) 40,794 78,925 — (37,050 ) 41,875 Trademarks 229,777 (109,910 ) (45,899 ) 73,968 229,777 (109,910 ) (41,824 ) 78,043 Total $ 360,702 $ (109,910 ) $ (84,030 ) $ 166,762 $ 360,702 $ (109,910 ) $ (78,874 ) $ 171,918 Our trademark values will be amortized on a straight-line basis over their remaining useful lives, which range from approximately 3 to 9 years . Amortization expense on intangible assets for the three months ended March 31, 2017 and 2016 was $5.2 million and $6.3 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): 2017 $ 20.6 2018 20.0 2019 20.0 2020 11.9 2021 10.2 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our long-term debt as of March 31, 2017 and December 31, 2016 consisted of the following: March 31, 2017 December 31, 2016 Amount Interest Rate Amount Interest Rate (In thousands, except percentages) Dean Foods Company debt obligations: Senior secured revolving credit facility $ 4,400 2.91 % * $ 9,100 2.94 % * Senior notes due 2023 700,000 6.50 700,000 6.50 704,400 709,100 Subsidiary debt obligations: Senior notes due 2017 142,000 6.90 142,000 6.90 Receivables securitization facility 50,000 1.93 * 40,000 1.87 * Capital lease and other 3,380 — 3,980 — 195,380 185,980 Subtotal 899,780 895,080 Unamortized discounts and debt issuance costs (8,103 ) (9,029 ) Total debt 891,677 886,051 Less current portion (141,482 ) (140,806 ) Total long-term portion $ 750,195 $ 745,245 * Represents a weighted average rate, including applicable interest rate margins. The scheduled debt maturities at March 31, 2017 were as follows (in thousands): 2017 $ 142,689 2018 1,125 2019 1,174 2020 50,392 2021 — Thereafter 704,400 Subtotal 899,780 Less unamortized discounts and debt issuance costs (8,103 ) Total debt $ 891,677 Senior Secured Revolving Credit Facility — In March 2015 , we entered into a credit agreement, as amended on January 4, 2017 and as described below (as amended, the "Credit Agreement") pursuant to which the lenders provided us with a senior secured revolving credit facility in the amount of up to $450 million (the “Credit Facility”). Under the Credit Agreement, we have the right to request an increase of the aggregate commitments under the Credit Facility by up to $200 million , which we may request to be made available as either term loans or revolving loans, without the consent of any lenders not participating in such increase, subject to specified conditions. The 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. On January 4, 2017 , we amended the Credit Agreement to, among other things, (i) extend the maturity date of the Credit Facility to January 4, 2022 ; (ii) modify the leverage ratio covenant to add a requirement that we comply with a maximum total net leverage ratio (which, for purposes of calculating indebtedness, excludes borrowings under our receivables securitization facility) not to exceed 4.25 to 1.00 and to eliminate the maximum senior secured net leverage ratio requirement; (iii) modify the definition of “Consolidated EBITDA” to permit certain pro forma cost savings add-backs in connection with permitted acquisitions and dispositions; (iv) modify the definition of “Applicable Rate” to reduce the interest rate margins such that loans outstanding under the Credit Facility will bear interest, at our option, at either (x) the LIBO Rate (as defined in the Credit Agreement) plus a margin of between 1.75% and 2.50% ( 2.00% as of March 31, 2017 ) based on our total net leverage ratio, or (y) the Alternate Base Rate (as defined in the Credit Agreement) plus a margin of between 0.75% and 1.50% ( 1.00% as of March 31, 2017 ) based on our total net leverage ratio; (v) modify certain negative covenants to provide additional flexibility for the incurrence of debt, the payment of dividends and the making of certain permitted acquisitions and other investments; (vi) eliminate and release all real property as collateral for loans under the Credit Facility; and (vii) provide the Company the ability to request that increases in the aggregate commitments under the Credit Facility be made available as either revolving loans or term loans. In connection with the execution of the amendment to the Credit Agreement, we paid certain arrangement fees of approximately $0.7 million to lenders and other fees of approximately $0.3 million , which were capitalized and will be amortized to interest expense over the remaining term of the facility. Additionally, we wrote off $0.9 million of unamortized deferred financing costs in connection with this amendment. We may make optional prepayments of loans under the Credit Facility, 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 Credit Facility, but without a corresponding commitment reduction, with the net cash proceeds of certain asset sales and with casualty insurance proceeds. The Credit Facility is guaranteed by our existing and future domestic material restricted subsidiaries (as defined in the Credit Agreement), which are substantially all of our wholly-owned U.S. subsidiaries other than the receivables securitization facility subsidiaries (the “Guarantors”). The 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 our and the Guarantors' first-tier foreign subsidiaries that 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 of our real property, (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"), a wholly owned subsidiary of the Company, 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 during a default or non-compliance with the financial covenants, 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 total net leverage ratio of 4.25 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. In addition, the Credit Agreement imposes certain restrictions on our ability to pay dividends and make other restricted payments if our total net leverage ratio (including borrowings under our receivables securitization facility) is in excess of 3.50 x. At March 31, 2017 , we had outstanding borrowings of $4.4 million under the Credit Facility. Our average daily balance under the Credit Facility during the three months ended March 31, 2017 was $1.5 million . There were no letters of credit issued under the Credit Facility as of March 31, 2017 . Dean Foods Receivables Securitization Facility — We have a $450 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. On January 4, 2017 , we amended the purchase agreement governing the receivables securitization facility to, among other things, (i) extend the liquidity termination date to January 4, 2020 , (ii) reduce the maximum size of the receivables securitization facility to $450 million , (iii) replace the senior secured net leverage ratio with a total net leverage ratio to be consistent with the amended leverage ratio covenant under the amended Credit Agreement described above, and (iv) modify certain pricing terms such that advances outstanding under the receivables securitization facility will bear interest between 0.90% and 1.05% , and the Company will pay an unused fee between 0.40% and 0.55% on undrawn amounts, in each case based on the Company's total net leverage ratio. In connection with the amendment to the receivables securitization facility, we paid certain arrangement fees of approximately $0.6 million to lenders and other fees of approximately $0.1 million , which were capitalized and will be amortized to interest expense over the remaining term of the facility. Additionally, we wrote off $0.2 million of unamortized deferred financing costs in connection with the amendment. The receivables purchase agreement contains covenants consistent with those contained in the Credit Agreement. Based on the monthly borrowing base formula, we had the ability to borrow up to the full $450.0 million commitment amount under the receivables securitization facility as of March 31, 2017 . The total amount of receivables sold to these entities as of March 31, 2017 was $602.4 million . During the first three months of 2017 , we borrowed $535.0 million and repaid $525.0 million under the facility with a remaining balance of $50.0 million as of March 31, 2017 . In addition to letters of credit in the aggregate amount of $117.2 million that were issued but undrawn, the remaining available borrowing capacity was $282.8 million at March 31, 2017 . Our average daily balance under this facility during the three months ended March 31, 2017 was $38.2 million . The receivables securitization facility bears interest at a variable rate based upon commercial paper and one-month LIBO rates plus an applicable margin based on our total net leverage ratio. 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, we paid certain arrangement fees of approximately $7.0 million to initial purchasers and other fees of approximately $1.8 million , which were deferred and netted against the outstanding debt balance, and will be amortized to interest expense over the remaining term of the 2023 Notes. The 2023 Notes are our 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 Credit Facility and receivables securitization 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 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 is payable semi-annually in arrears in March and September of each year. 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 properties) 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. The carrying value under the 2023 Notes at March 31, 2017 was $693.5 million , net of unamortized debt issuance costs of $6.5 million . Subsidiary Senior Notes due 2017 — Legacy Dean had certain senior notes outstanding at the time of its acquisition, of which one series remains outstanding ( $142 million aggregate principal amount) and matures on October 15, 2017 . The carrying value under these notes at March 31, 2017 was $140.4 million , net of unamortized discounts of $1.6 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 March 31, 2017 . Capital Lease Obligations and Other — Capital lease obligations of $3.4 million and $4.0 million as of March 31, 2017 and December 31, 2016 , respectively, were primarily comprised of our leases for information technology equipment. |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
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 in the prices of milk, butterfat, sweeteners and other commodities 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 qualified financial institutions or enter into exchange-traded commodity futures contracts for raw materials that are ingredients of our products or components of such ingredients. All commodities contracts are 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 March 31, 2017 and December 31, 2016 , our derivatives recorded at fair value in our unaudited Condensed Consolidated Balance Sheets consisted of the following: Derivative Assets Derivative Liabilities March 31, 2017 December 31, 2016 March 31, 2017 December 31, 2016 (In thousands) Commodities contracts — current(1) $ 320 $ 2,416 $ 2,266 $ 12 Total derivatives $ 320 $ 2,416 $ 2,266 $ 12 (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 March 31, 2017 is as follows (in thousands): Fair Value as of March 31, 2017 Level 1 Level 2 Level 3 Asset — Commodities contracts $ 320 $ — $ 320 $ — Liability — Commodities contracts 2,266 — 2,266 — A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 is as follows (in thousands): Fair Value as of December 31, 2016 Level 1 Level 2 Level 3 Asset — Commodities contracts $ 2,416 $ — $ 2,416 $ — Liability — Commodities contracts 12 — 12 — 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 Credit Facility, receivables securitization facility, and certain other debt are variable, their fair values approximate their carrying values. The fair values of the 2023 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 outstanding principal amounts and fair values of the 2023 Notes and subsidiary senior notes at March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Amount Outstanding Fair Value Amount Outstanding Fair Value (In thousands) Dean Foods Company senior notes due 2023 $ 700,000 $ 731,500 $ 700,000 $ 736,750 Subsidiary senior notes due 2017 142,000 144,840 142,000 146,615 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 March 31, 2017 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 26 $ — $ 26 $ — Mutual funds 1,711 — 1,711 — The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of December 31, 2016 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 27 $ — $ 27 $ — Mutual funds 1,673 — 1,673 — |
Common Stock and Share-Based Co
Common Stock and Share-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Stock and Share-Based Compensation | Common Stock and Share-Based Compensation 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. 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. Beginning in 2015, all awards of restricted stock units, performance stock units and phantom shares provide for cash dividend equivalent units, which vest in cash at the same time as the underlying award. Quarterly dividends of $0.09 per share were paid in March of 2017 and 2016 , totaling approximately $8.2 million and $8.3 million for the first three months of 2017 and 2016 , respectively. We expect to pay quarterly dividends of $0.09 per share ( $0.36 per share annually) in 2017 . Our cash dividend policy is subject to modification, suspension or cancellation in any manner and at any time. Dividends are presented as a reduction to retained earnings in our unaudited Condensed Consolidated Statement of Stockholders’ Equity unless we have an accumulated deficit as of the end of the period, in which case they are reflected as a reduction to additional paid-in capital. 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 each of the three months ended March 31, 2017 and 2016 . As of March 31, 2017 , $197.1 million remained 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. Restricted Stock Units — We issue restricted stock units ("RSUs") to certain senior employees and non-employee directors as part of our long-term incentive compensation program. An RSU represents the right to receive one share of common stock in the future. RSUs have no exercise price. RSUs granted to employees generally vest ratably over three years , subject to certain accelerated vesting provisions based primarily on a change of control, or in certain cases upon death or qualified disability. RSUs granted to non-employee directors vest ratably over three years . The following table summarizes RSU activity during the three months ended March 31, 2017 : Employees Non-Employee Directors Total RSUs outstanding at January 1, 2017 872,785 80,207 952,992 RSUs granted 374,918 45,528 420,446 Shares issued upon vesting of RSUs (213,451 ) (37,204 ) (250,655 ) RSUs canceled or forfeited(1) (125,218 ) (2,112 ) (127,330 ) RSUs outstanding at March 31, 2017 909,034 86,419 995,453 Weighted average grant date fair value $ 18.00 $ 18.46 $ 18.04 (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. Performance Stock Units — Beginning in 2016, performance share units ("PSUs") were granted as part of our long-term incentive compensation program. PSUs will cliff vest and be settled in shares of our common stock at the end of a three -year performance period contingent upon the achievement of specific performance goals established for each calendar year during the respective performance periods. The number of shares that may be earned at the end of the vesting period may range from zero to 200 percent of the target award amount based on the achievement of the performance goals. The fair value of PSUs is estimated using the market price of our common stock on the date of grant, and we recognize compensation expense ratably over the vesting period for the portion of the awards that are expected to vest. The following table summarizes PSU activity during the three months ended March 31, 2017 : PSUs Weighted Average Grant Date Fair Value Outstanding at January 1, 2017 90,583 $ 19.13 Granted 158,402 18.84 Vested — — Forfeited — — Outstanding at March 31, 2017 248,985 $ 18.94 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 date. 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 three months ended March 31, 2017 : Shares Weighted Average Grant Date Fair Value Outstanding at January 1, 2017 1,361,062 $ 17.78 Granted 750,893 18.45 Converted/paid (570,113 ) 16.97 Forfeited (51,959 ) 18.08 Outstanding at March 31, 2017 1,489,883 $ 18.42 Stock Options — The following table summarizes stock option activity during the three months ended March 31, 2017 : Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregate Intrinsic Value Options outstanding and exercisable at January 1, 2017 2,038,829 $ 19.78 Forfeited and canceled (487,971 ) 26.07 Exercised (31,567 ) 17.26 Options outstanding and exercisable at March 31, 2017 1,519,291 $ 17.81 1.99 $ 4,957,607 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. We did not grant any stock options during 2016 or in the first quarter of 2017 , nor do we currently plan to in the future. At March 31, 2017 , there was no remaining unrecognized stock option expense related to unvested awards. Share-Based Compensation Expense — The following table summarizes the share-based compensation expense recognized during the three months ended March 31, 2017 and 2016 : Three Months Ended March 31 2017 2016 (In thousands) RSUs $ 1,608 $ 1,369 PSUs 500 387 Phantom shares 1,849 4,311 Total $ 3,957 $ 6,067 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2017 | |
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 the three months ended March 31, 2017 as we incurred a loss from continuing operations for this period 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 March 31 2017 2016 (In thousands, except share data) Basic earnings (loss) per share computation: Numerator: Income (loss) $ (9,759 ) $ 39,201 Denominator: Average common shares 90,709,802 91,567,119 Basic earnings (loss) per share $ (0.11 ) $ 0.43 Diluted earnings (loss) per share computation: Numerator: Income (loss) $ (9,759 ) $ 39,201 Denominator: Average common shares — basic 90,709,802 91,567,119 Stock option conversion(1) — 287,657 RSUs and PSUs(2) — 313,527 Average common shares — diluted 90,709,802 92,168,303 Diluted earnings (loss) per share $ (0.11 ) $ 0.43 (1) Anti-dilutive options excluded 1,760,843 1,403,295 (2) Anti-dilutive stock units excluded 1,082,207 172,195 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at December 31, 2016 $ (84,852 ) $ (4,781 ) $ (89,633 ) Other comprehensive income before reclassifications 3,291 — 3,291 Amounts reclassified from accumulated other comprehensive income(1) (1,647 ) — (1,647 ) Net current-period other comprehensive income 1,644 — 1,644 Balance at March 31, 2017 $ (83,208 ) $ (4,781 ) $ (87,989 ) (1) The accumulated other comprehensive loss reclassification is related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic benefit cost. See Note 10 . The changes in accumulated other comprehensive income (loss) by component, net of tax, during the three months ended March 31, 2016 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at December 31, 2015 $ (83,279 ) $ (2,524 ) $ (85,803 ) Other comprehensive income before reclassifications 2,949 153 3,102 Amounts reclassified from accumulated other comprehensive income(1) (1,464 ) — (1,464 ) Net current-period other comprehensive income 1,485 153 1,638 Balance at March 31, 2016 $ (81,794 ) $ (2,371 ) $ (84,165 ) (1) The accumulated other comprehensive loss reclassification is related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic benefit cost. See Note 10 . |
Employee Retirement and Postret
Employee Retirement and Postretirement Benefits | 3 Months Ended |
Mar. 31, 2017 | |
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 months ended March 31, 2017 and 2016 : Three Months Ended March 31 2017 2016 (In thousands) Components of net periodic benefit cost: Service cost $ 752 $ 793 Interest cost 2,927 3,043 Expected return on plan assets (4,758 ) (4,633 ) Amortizations: Prior service cost 176 214 Unrecognized net loss 2,581 2,206 Net periodic benefit cost $ 1,678 $ 1,623 On April 3, 2017, we made a discretionary contribution of $38.5 million to our company-sponsored pension plans. We expect to contribute an additional $0.8 million to the company-sponsored pension plans during the remainder of 2017. 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 months ended March 31, 2017 and 2016 : Three Months Ended March 31 2017 2016 (In thousands) Components of net periodic benefit cost: Service cost $ 146 $ 160 Interest cost 240 271 Amortizations: Prior service cost 23 23 Unrecognized net gain (114 ) (61 ) Net periodic benefit cost $ 295 $ 393 |
Asset Impairment Charges and Fa
Asset Impairment Charges and Facility Closing and Reorganization Costs | 3 Months Ended |
Mar. 31, 2017 | |
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 finite-lived intangible and 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. Testing the assets for recoverability involves 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 are 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 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 property, plant and equipment, outside of facility closing and reorganization costs, for the three months ended March 31, 2017 and 2016 . 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 Costs associated with approved plans within our ongoing network optimization strategies are summarized as follows: Three Months Ended March 31 2017 2016 (In thousands) Closure of facilities, net(1) $ 3,486 $ 1,166 Organizational Effectiveness(2) 5,800 — Facility closing and reorganization costs, net $ 9,286 $ 1,166 (1) Reflects charges, net of gains on the sales of assets, associated with closed facilities that were incurred in 2017 and 2016 . These charges are primarily related to facility closures in Orem, Utah; New Orleans, Louisiana; Rochester, Indiana; Riverside, California; Delta, Colorado; Denver, Colorado; Dallas, Texas; Waco, Texas; Springfield, Virginia; Buena Park, California; Evart, Michigan; Bangor, Maine; Shreveport, Louisiana; Mendon, Massachusetts; and Sheboygan, Wisconsin, as well as other approved closures. We have incurred net charges to date of $77.3 million related to these facility closures through March 31, 2017 . We expect to incur additional charges related to these facility closures of approximately $3.8 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. (2) During the first quarter of 2017, we implemented an organizational structure change within our commercial organization to better align our internal and external selling capabilities with our strategic plan. This initiative resulted in a headcount reduction in our internal selling organization, and the charges in the first quarter of 2017 are primarily comprised of severance benefits and other employee-related costs associated with this initiative. While we expect to implement similar initiatives across other functions in the coming months, those individual plans have not been finalized and approved; therefore, future costs are not yet estimable. Activity with respect to facility closing and reorganization costs during the three months ended March 31, 2017 is summarized below and includes items expensed as incurred: Accrued Charges at December 31, 2016 Charges and Adjustments Payments Accrued Charges at March 31, 2017 (In thousands) Cash charges: Workforce reduction costs $ 3,610 $ 5,688 $ (428 ) $ 8,870 Shutdown costs — 1,593 (1,593 ) — Lease obligations after shutdown 3,932 69 (397 ) 3,604 Other — 47 (47 ) — Subtotal $ 7,542 7,397 $ (2,465 ) $ 12,474 Other charges: Write-down of assets(1) 1,816 Loss on sale of related assets 67 Other, net 6 Subtotal 1,889 Total $ 9,286 (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. Over time, refinements to our estimates used in testing for recoverability may result in additional asset write-downs. The write-down of assets can include accelerated depreciation recorded for those facilities identified for closure. 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 | 3 Months Ended |
Mar. 31, 2017 | |
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 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 — On December 21, 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 that 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 become payable only 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 continued focus on 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, including our distribution fleet, 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 — On August 9, 2007, two plaintiffs filed a putative class action antitrust complaint against Dean Foods and other milk processors in the United States District Court for the Eastern District of Tennessee. Plaintiffs alleged 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 alleged that the defendants’ conduct artificially inflated wholesale prices paid by direct milk purchasers. On January 25, 2016, the district court denied plaintiffs’ motion for class certification. On February 8, 2016, plaintiffs filed a petition for permission to appeal the district court’s order denying class certification. That petition was denied by the Sixth Circuit on June 14, 2016. Although the courts refused to certify the case as a class action, the two original plaintiffs decided to pursue their individual claims for damages. The case was scheduled for trial on March 28, 2017. Prior to trial, the plaintiffs agreed with us to settle the lawsuit. We agreed to pay settlements to the plaintiffs and the parties resolved all outstanding claims in the litigation and agreed to voluntarily dismiss the litigation. The litigation was dismissed on March 21, 2017 with respect to one plaintiff, and on March 26, 2017 with respect to the other plaintiff. We have recorded a charge and a corresponding liability in connection with the settlements in the first quarter of 2017. In addition to the legal proceeding described 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 Customer Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment, Geographic and Customer Information | Segment, Geographic and Customer Information We operate as a single reportable segment in manufacturing, marketing, selling and distributing a wide variety of branded and private label dairy and dairy case products. We operate 66 manufacturing facilities which are 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 and 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-to-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 facility closing and reorganization costs, litigation settlements, impairments of long-lived assets, gains and losses on the sale of businesses and certain 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 months ended March 31, 2017 and 2016 . None of our long-lived assets are associated with our foreign operations. Significant Customers — Our largest customer accounted for approximately 17.2% and 16.4% of our consolidated net sales in the three months ended March 31, 2017 and 2016 , respectively. |
General (Policies)
General (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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 fresh fluid milk and other dairy and dairy case products in the United States, with a vision to be the most admired and trusted provider of wholesome, great-tasting dairy products at every occasion. We manufacture, market and distribute a wide variety of branded and private label dairy and 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 portfolio includes DairyPure ® , the country's first and largest fresh, white milk national brand, and TruMoo ® , the leading national flavored milk brand, along with well-known regional dairy brands such as Alta Dena ® , Berkeley Farms ® , Country Fresh ® , Dean’s ® , Friendly's ® , Garelick Farms ® , LAND O LAKES ® milk and cultured products (licensed brand), Lehigh Valley Dairy Farms ® , Mayfield ® , McArthur ® , Meadow Gold ® , Oak Farms ® , PET ® (licensed brand), T.G. Lee ® , Tuscan ® and more. In all, we have more than 50 national, regional and local dairy brands, as well as private labels. Dean Foods also makes and distributes ice cream, cultured products, juices, teas and bottled water. Due to the perishable nature of our products, we deliver the majority of our products directly to our customers’ locations in refrigerated trucks or trailers that we own or lease. We believe that we have one of the most extensive refrigerated direct-to-store delivery systems in the United States. We sell our products primarily on a local or regional basis through our local and regional sales forces, and in some instances, with the assistance of national brokers. Some national customer relationships are coordinated by our centralized corporate sales department or national brokers. |
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, 2016 (the “ 2016 Annual Report on Form 10-K”), which we filed with the Securities and Exchange Commission on February 22, 2017 . 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 month period ended March 31, 2017 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 2016 Annual Report on Form 10-K. Unless otherwise indicated, references in this report to “we,” “us,” “our” or "the Company" refer to Dean Foods Company and its subsidiaries, taken as a whole. |
Recently Adopted/Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements Accounting Standards Update ("ASU") No. 2016-09 — In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-09, Compensation — Stock Compensation — Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, the accounting for forfeitures, the classification of awards as either equity or liabilities, and the classification of certain share-based payment transactions on the statement of cash flows. We adopted this ASU effective January 1, 2017, and it has been applied in accordance with the transition methods specified in the guidance. As permitted by the standard, we have not changed our accounting policy for forfeitures of share-based awards and will continue estimating forfeitures when determining compensation cost to be recognized over the vesting period. The presentation of excess tax benefits of share-based awards on the statement of cash flows has been applied prospectively; therefore, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows. In addition, we are now recording on a prospective basis excess tax benefits and tax deficiencies related to share-based payments within the provision for income taxes on the statement of operations rather than on the consolidated balance sheet within additional paid-in capital. ASU No. 2015-17 — In November 2015, the FASB issued ASU No. 2015-17, Income Taxes — Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred income taxes and requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments eliminate the guidance in Accounting Standards Codification ("ASC") Topic 740 that requires an entity to separate deferred tax liabilities and assets into a current amount and a noncurrent amount in a classified statement of financial position. We adopted this ASU on a prospective basis effective January 1, 2017. Recently Issued Accounting Pronouncements Effective in 2018 ASU No. 2017-07 — In March 2017, the FASB issued ASU No. 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The new guidance is intended to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost. The amendments require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net periodic benefit costs (which include interest costs, expected return on plan assets, amortization of prior service cost or credits and actuarial gains and losses) are to be reported separately and outside a subtotal of operating income, if one is presented. Currently, we record all components of net periodic benefit cost on the same line item as the employees' respective compensation expense. Beginning in the first quarter of 2018, we will be required to present net periodic cost for pension and postretirement benefits in accordance with the new guidance described above. For public companies, this guidance is effective for interim and annual reporting periods beginning after December 15, 2017. The amendment should be applied on a retrospective basis. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. We do not intend to early adopt this ASU. We are currently evaluating the effect that the adoption of this standard will have on the presentation of our financial statements. ASU No. 2017-03 — In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections and Investments — Equity Method and Joint Ventures: Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 Emerging Issues Task Force ("EITF") Meetings. The new guidance is intended to provide clarity in relation to the disclosure of the impact that ASU 2014-09 and ASU 2016-02, which are described below, will have on our financial statements when adopted. The effective date for this guidance is the same as the effective date for ASU 2014-09 and ASU 2016-02. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. ASU No. 2017-01 — In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business. The new guidance clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public companies, this standard is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments should be applied prospectively on or after the effective date. Early application of the amendments is allowed with certain restrictions. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. ASU No. 2016-16 — In October 2016, the FASB issued ASU No. 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 reduces complexity by allowing the recognition of current and deferred income taxes for an intra-entity asset transfer (other than inventory) when the transfer occurs. The new guidance is intended to reduce the complexity of GAAP and diversity in practice related to the tax consequences of certain types of intra-entity asset transfers, particularly those involving intellectual property. For public companies, this standard is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. ASU No. 2016-15 — In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for all entities, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. ASU No. 2016-01 — In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Liabilities. ASU 2016-01 supersedes existing guidance to classify equity securities with readily determinable fair values into different categories and requires equity securities to be measured at fair value with changes in the fair value recognized through net income. An entity’s equity investments that are accounted for under the equity method of accounting or result in consolidation of an investee are not included within the scope of this amended guidance. The amendments allow equity investments that do not have readily determinable fair values to be remeasured at fair value either upon the occurrence of an observable price change or upon identification of impairment. The amended guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments in this ASU should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption of the Update. Early application of certain amendments in this standard to financial statements of fiscal years and interim periods that have not yet been issued is permitted as of the beginning of the fiscal year of adoption. Except for the early application of certain amendments discussed above, early adoption of the standard is not permitted. We are currently evaluating the effect that the adoption of this standard will have on our financial statements. ASU No. 2014-09 — In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. Additionally, the new standard requires enhanced disclosures, including information regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. The new standard was originally effective for reporting periods beginning after December 15, 2016 and early adoption was not permitted. On August 12, 2015, the FASB approved a one year delay of the effective date to reporting periods beginning after December 15, 2017, while permitting companies to voluntarily adopt the new standard as of the original effective date. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which clarifies narrow aspects of ASC 606 or corrects unintended application of the guidance. The effective date and transition requirements for ASU 2016-20 are the same as the effective date and transition requirements for ASU 2014-09. We are evaluating the overall impact this guidance will have on our consolidated financial statements. Specifically, we are assessing the impact that this guidance may have with respect to the classification of our bulk cream sales, which are currently presented as a reduction to cost of sales. Additionally, our evaluation will include the impact of the new standard on certain common practices currently employed by us and by other manufacturers of consumer products, such as slotting fees, co-operative advertising, rebates and other pricing allowances, merchandising funds and consumer coupons. We currently expect to adopt the ASU consistent with the deferred mandatory effective date of January 1, 2018 and to utilize the modified retrospective transition method, which would result in an adjustment to retained earnings for the cumulative effect, if any, of applying the standard to contracts in process as of the adoption date. Under this method, we would not restate the prior financial statements presented; however, we would be required to provide additional disclosures of the amount by which each financial statement line item is affected in the current reporting period during 2018, as compared to the prior guidance. Based on our findings to date, we do not expect the standard to have a material impact on our results of operations or financial position; however, our assessment is not yet complete. Throughout the remainder of 2017, we plan to finalize our review and method of adoption. Effective in 2019 ASU No. 2016-02 — In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires lessees to recognize lease assets and lease liabilities in the balance sheet and disclose key information about leasing arrangements, such as information about variable lease payments and options to renew and terminate leases. The amended guidance will require both operating and finance leases to be recognized in the balance sheet. Additionally, the amended guidance aligns lessor accounting to comparable guidance in ASC Topic 606, Revenue from Contracts with Customers. The amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be adopted using a modified retrospective transition approach, which requires application of the new guidance at the beginning of the earliest comparative period presented in the year of adoption. We do not intend to early adopt the standard. We anticipate the impact of this standard to be significant to our Consolidated Balance Sheet due to the amount of our lease commitments. See Note 17 to the Consolidated Financial Statements contained in our 2016 Annual Report on Form 10-K for further information regarding these commitments. We are currently evaluating the other impacts that ASU 2016-02 will have on our consolidated financial statements. Effective in 2020 ASU No. 2017-04 — In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other: Simplifying the Test for Goodwill Impairment. The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds a reporting unit’s fair value. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. For public companies, this guidance is effective for annual periods or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect the adoption of ASU 2017-04 to have a material impact on our financial statements. |
Asset Impairment Charges | Asset Impairment Charges We evaluate our finite-lived intangible and 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. Testing the assets for recoverability involves 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 are 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 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 property, plant and equipment, outside of facility closing and reorganization costs, for the three months ended March 31, 2017 and 2016 . 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) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories, Net of Reserves | Inventories at March 31, 2017 and December 31, 2016 consisted of the following: March 31, 2017 December 31, 2016 (In thousands) Raw materials and supplies $ 104,464 $ 110,095 Finished goods 186,444 174,389 Total $ 290,908 $ 284,484 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The net carrying amounts of our intangible assets other than goodwill as of March 31, 2017 and December 31, 2016 were as follows: March 31, 2017 December 31, 2016 Acquisition Costs Impairment Accumulated Amortization Net Carrying Amount Acquisition Costs Impairment Accumulated Amortization Net Carrying Amount (In thousands) Intangible assets with indefinite lives: Trademarks $ 52,000 $ — $ — $ 52,000 $ 52,000 $ — $ — $ 52,000 Intangible assets with finite lives: Customer-related and other 78,925 — (38,131 ) 40,794 78,925 — (37,050 ) 41,875 Trademarks 229,777 (109,910 ) (45,899 ) 73,968 229,777 (109,910 ) (41,824 ) 78,043 Total $ 360,702 $ (109,910 ) $ (84,030 ) $ 166,762 $ 360,702 $ (109,910 ) $ (78,874 ) $ 171,918 |
Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense | Estimated aggregate intangible asset amortization expense for the next five years is as follows (in millions): 2017 $ 20.6 2018 20.0 2019 20.0 2020 11.9 2021 10.2 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | Our long-term debt as of March 31, 2017 and December 31, 2016 consisted of the following: March 31, 2017 December 31, 2016 Amount Interest Rate Amount Interest Rate (In thousands, except percentages) Dean Foods Company debt obligations: Senior secured revolving credit facility $ 4,400 2.91 % * $ 9,100 2.94 % * Senior notes due 2023 700,000 6.50 700,000 6.50 704,400 709,100 Subsidiary debt obligations: Senior notes due 2017 142,000 6.90 142,000 6.90 Receivables securitization facility 50,000 1.93 * 40,000 1.87 * Capital lease and other 3,380 — 3,980 — 195,380 185,980 Subtotal 899,780 895,080 Unamortized discounts and debt issuance costs (8,103 ) (9,029 ) Total debt 891,677 886,051 Less current portion (141,482 ) (140,806 ) Total long-term portion $ 750,195 $ 745,245 * Represents a weighted average rate, including applicable interest rate margins. |
Schedule of Maturities of Long-Term Debt | The scheduled debt maturities at March 31, 2017 were as follows (in thousands): 2017 $ 142,689 2018 1,125 2019 1,174 2020 50,392 2021 — Thereafter 704,400 Subtotal 899,780 Less unamortized discounts and debt issuance costs (8,103 ) Total debt $ 891,677 |
Derivative Financial Instrume26
Derivative Financial Instruments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives Recorded at Fair Value in Unaudited Condensed Consolidated Balance Sheets | At March 31, 2017 and December 31, 2016 , our derivatives recorded at fair value in our unaudited Condensed Consolidated Balance Sheets consisted of the following: Derivative Assets Derivative Liabilities March 31, 2017 December 31, 2016 March 31, 2017 December 31, 2016 (In thousands) Commodities contracts — current(1) $ 320 $ 2,416 $ 2,266 $ 12 Total derivatives $ 320 $ 2,416 $ 2,266 $ 12 (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 March 31, 2017 is as follows (in thousands): Fair Value as of March 31, 2017 Level 1 Level 2 Level 3 Asset — Commodities contracts $ 320 $ — $ 320 $ — Liability — Commodities contracts 2,266 — 2,266 — A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 is as follows (in thousands): Fair Value as of December 31, 2016 Level 1 Level 2 Level 3 Asset — Commodities contracts $ 2,416 $ — $ 2,416 $ — Liability — Commodities contracts 12 — 12 — |
Carrying Value and Fair Value of Senior Notes and Subsidiary Senior Notes | The following table presents the outstanding principal amounts and fair values of the 2023 Notes and subsidiary senior notes at March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Amount Outstanding Fair Value Amount Outstanding Fair Value (In thousands) Dean Foods Company senior notes due 2023 $ 700,000 $ 731,500 $ 700,000 $ 736,750 Subsidiary senior notes due 2017 142,000 144,840 142,000 146,615 |
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 March 31, 2017 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 26 $ — $ 26 $ — Mutual funds 1,711 — 1,711 — The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of December 31, 2016 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 27 $ — $ 27 $ — Mutual funds 1,673 — 1,673 — |
Common Stock and Share-Based 27
Common Stock and Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Restricted Stock Unit Activity | The following table summarizes RSU activity during the three months ended March 31, 2017 : Employees Non-Employee Directors Total RSUs outstanding at January 1, 2017 872,785 80,207 952,992 RSUs granted 374,918 45,528 420,446 Shares issued upon vesting of RSUs (213,451 ) (37,204 ) (250,655 ) RSUs canceled or forfeited(1) (125,218 ) (2,112 ) (127,330 ) RSUs outstanding at March 31, 2017 909,034 86,419 995,453 Weighted average grant date fair value $ 18.00 $ 18.46 $ 18.04 (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. The following table summarizes PSU activity during the three months ended March 31, 2017 : PSUs Weighted Average Grant Date Fair Value Outstanding at January 1, 2017 90,583 $ 19.13 Granted 158,402 18.84 Vested — — Forfeited — — Outstanding at March 31, 2017 248,985 $ 18.94 |
Summary of Phantom Share Activity | The following table summarizes the phantom share activity during the three months ended March 31, 2017 : Shares Weighted Average Grant Date Fair Value Outstanding at January 1, 2017 1,361,062 $ 17.78 Granted 750,893 18.45 Converted/paid (570,113 ) 16.97 Forfeited (51,959 ) 18.08 Outstanding at March 31, 2017 1,489,883 $ 18.42 |
Summary of Stock Option Activity | The following table summarizes stock option activity during the three months ended March 31, 2017 : Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregate Intrinsic Value Options outstanding and exercisable at January 1, 2017 2,038,829 $ 19.78 Forfeited and canceled (487,971 ) 26.07 Exercised (31,567 ) 17.26 Options outstanding and exercisable at March 31, 2017 1,519,291 $ 17.81 1.99 $ 4,957,607 |
Summary of Share-Based Compensation Expense Recognized | The following table summarizes the share-based compensation expense recognized during the three months ended March 31, 2017 and 2016 : Three Months Ended March 31 2017 2016 (In thousands) RSUs $ 1,608 $ 1,369 PSUs 500 387 Phantom shares 1,849 4,311 Total $ 3,957 $ 6,067 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerators and Denominators Used in Computations of Both Basic and Diluted Earnings Per Share | he following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS: Three Months Ended March 31 2017 2016 (In thousands, except share data) Basic earnings (loss) per share computation: Numerator: Income (loss) $ (9,759 ) $ 39,201 Denominator: Average common shares 90,709,802 91,567,119 Basic earnings (loss) per share $ (0.11 ) $ 0.43 Diluted earnings (loss) per share computation: Numerator: Income (loss) $ (9,759 ) $ 39,201 Denominator: Average common shares — basic 90,709,802 91,567,119 Stock option conversion(1) — 287,657 RSUs and PSUs(2) — 313,527 Average common shares — diluted 90,709,802 92,168,303 Diluted earnings (loss) per share $ (0.11 ) $ 0.43 (1) Anti-dilutive options excluded 1,760,843 1,403,295 (2) Anti-dilutive stock units excluded 1,082,207 172,195 |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at December 31, 2016 $ (84,852 ) $ (4,781 ) $ (89,633 ) Other comprehensive income before reclassifications 3,291 — 3,291 Amounts reclassified from accumulated other comprehensive income(1) (1,647 ) — (1,647 ) Net current-period other comprehensive income 1,644 — 1,644 Balance at March 31, 2017 $ (83,208 ) $ (4,781 ) $ (87,989 ) (1) The accumulated other comprehensive loss reclassification is related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic benefit cost. See Note 10 . The changes in accumulated other comprehensive income (loss) by component, net of tax, during the three months ended March 31, 2016 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at December 31, 2015 $ (83,279 ) $ (2,524 ) $ (85,803 ) Other comprehensive income before reclassifications 2,949 153 3,102 Amounts reclassified from accumulated other comprehensive income(1) (1,464 ) — (1,464 ) Net current-period other comprehensive income 1,485 153 1,638 Balance at March 31, 2016 $ (81,794 ) $ (2,371 ) $ (84,165 ) (1) The accumulated other comprehensive loss reclassification is related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic benefit cost. See Note 10 . |
Employee Retirement and Postr30
Employee Retirement and Postretirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 months ended March 31, 2017 and 2016 : Three Months Ended March 31 2017 2016 (In thousands) Components of net periodic benefit cost: Service cost $ 752 $ 793 Interest cost 2,927 3,043 Expected return on plan assets (4,758 ) (4,633 ) Amortizations: Prior service cost 176 214 Unrecognized net loss 2,581 2,206 Net periodic benefit cost $ 1,678 $ 1,623 |
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 months ended March 31, 2017 and 2016 : Three Months Ended March 31 2017 2016 (In thousands) Components of net periodic benefit cost: Service cost $ 146 $ 160 Interest cost 240 271 Amortizations: Prior service cost 23 23 Unrecognized net gain (114 ) (61 ) Net periodic benefit cost $ 295 $ 393 |
Asset Impairment Charges and 31
Asset Impairment Charges and Facility Closing and Reorganization Costs (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Approved Plans and Related Charges | Costs associated with approved plans within our ongoing network optimization strategies are summarized as follows: Three Months Ended March 31 2017 2016 (In thousands) Closure of facilities, net(1) $ 3,486 $ 1,166 Organizational Effectiveness(2) 5,800 — Facility closing and reorganization costs, net $ 9,286 $ 1,166 (1) Reflects charges, net of gains on the sales of assets, associated with closed facilities that were incurred in 2017 and 2016 . These charges are primarily related to facility closures in Orem, Utah; New Orleans, Louisiana; Rochester, Indiana; Riverside, California; Delta, Colorado; Denver, Colorado; Dallas, Texas; Waco, Texas; Springfield, Virginia; Buena Park, California; Evart, Michigan; Bangor, Maine; Shreveport, Louisiana; Mendon, Massachusetts; and Sheboygan, Wisconsin, as well as other approved closures. We have incurred net charges to date of $77.3 million related to these facility closures through March 31, 2017 . We expect to incur additional charges related to these facility closures of approximately $3.8 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. (2) During the first quarter of 2017, we implemented an organizational structure change within our commercial organization to better align our internal and external selling capabilities with our strategic plan. This initiative resulted in a headcount reduction in our internal selling organization, and the charges in the first quarter of 2017 are primarily comprised of severance benefits and other employee-related costs associated with this initiative. While we expect to implement similar initiatives across other functions in the coming months, those individual plans have not been finalized and approved; therefore, future costs are not yet estimable. |
Facility Closing and Reorganization Costs | Activity with respect to facility closing and reorganization costs during the three months ended March 31, 2017 is summarized below and includes items expensed as incurred: Accrued Charges at December 31, 2016 Charges and Adjustments Payments Accrued Charges at March 31, 2017 (In thousands) Cash charges: Workforce reduction costs $ 3,610 $ 5,688 $ (428 ) $ 8,870 Shutdown costs — 1,593 (1,593 ) — Lease obligations after shutdown 3,932 69 (397 ) 3,604 Other — 47 (47 ) — Subtotal $ 7,542 7,397 $ (2,465 ) $ 12,474 Other charges: Write-down of assets(1) 1,816 Loss on sale of related assets 67 Other, net 6 Subtotal 1,889 Total $ 9,286 (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. Over time, refinements to our estimates used in testing for recoverability may result in additional asset write-downs. The write-down of assets can include accelerated depreciation recorded for those facilities identified for closure. 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) | Mar. 31, 2017Brand |
Accounting Policies [Abstract] | |
Number of local and regional brands and private labels - more than | 50 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Jun. 20, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 154,112 | $ 154,112 | |
Friendly’s Holdings | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ 158,200 | ||
Intangible assets acquired | $ 81,700 | ||
Weighted-average amortization period | 15 years | ||
Unfavorable lease contract assumed | $ 5,400 | ||
Goodwill | 67,300 | ||
Friendly’s Holdings | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets acquired | $ 29,700 |
Inventories - Inventories, Net
Inventories - Inventories, Net of Reserves (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 104,464 | $ 110,095 |
Finished goods | 186,444 | 174,389 |
Total | $ 290,908 | $ 284,484 |
Goodwill and Intangible Asset35
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | 63 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2011 | Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying value of goodwill | $ 2,230,000,000 | ||||
Accumulated impairment of goodwill | 2,080,000,000 | ||||
Goodwill impairment charge | $ 2,080,000,000 | $ 0 | |||
Goodwill | $ 154,112,000 | $ 154,112,000 | $ 154,112,000 | ||
Amortization expense on intangible assets | $ 5,155,000 | $ 6,325,000 | |||
Trademarks | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 3 years | ||||
Trademarks | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 9 years |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||
Intangible assets with finite lives, impairment | $ (109,910) | $ (109,910) | |
Intangible assets with finite lives, Accumulated Amortization | (84,030) | $ (78,874) | |
Intangible assets, Acquisition Costs | 360,702 | 360,702 | |
Intangible assets, Net Carrying Amount | 166,762 | 171,918 | |
Customer-Related and Other | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Intangible assets with finite lives, Acquisition Costs | 78,925 | 78,925 | |
Intangible assets with finite lives, impairment | 0 | 0 | |
Intangible assets with finite lives, Accumulated Amortization | (38,131) | (37,050) | |
Intangible assets with finite lives, Net Carrying Amount | 40,794 | 41,875 | |
Trademarks | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Intangible assets with finite lives, Acquisition Costs | 229,777 | 229,777 | |
Intangible assets with finite lives, impairment | (109,910) | $ (109,910) | |
Intangible assets with finite lives, Accumulated Amortization | (45,899) | (41,824) | |
Intangible assets with finite lives, Net Carrying Amount | 73,968 | 78,043 | |
Trademarks | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Intangible assets with indefinite lives, Acquisition Costs | $ 52,000 | $ 52,000 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets - Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense (Detail) $ in Millions | Mar. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 20.6 |
2,018 | 20 |
2,019 | 20 |
2,020 | 11.9 |
2,021 | $ 10.2 |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Subtotal | $ 899,780,000 | $ 895,080,000 |
Unamortized discounts and debt issuance costs | (8,103,000) | (9,029,000) |
Total debt | 891,677,000 | 886,051,000 |
Less current portion | (141,482,000) | (140,806,000) |
Total long-term portion | 750,195,000 | 745,245,000 |
Debt issuance costs | 6,500,000 | |
Dean Foods Company | ||
Debt Instrument [Line Items] | ||
Total debt | 704,400,000 | 709,100,000 |
Dean Foods Company | Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 700,000,000 | $ 700,000,000 |
Interest rate (percent) | 6.50% | 6.50% |
Dean Foods Company | Senior secured revolving credit facility | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 4,400,000 | $ 9,100,000 |
Weighted average rate (percent) | 2.91% | 2.94% |
Subsidiary | ||
Debt Instrument [Line Items] | ||
Total debt | $ 195,380,000 | $ 185,980,000 |
Subsidiary | Capital lease and other | ||
Debt Instrument [Line Items] | ||
Capital lease and other | 3,380,000 | 3,980,000 |
Subsidiary | Senior Notes Due 2017 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 142,000,000 | $ 142,000,000 |
Interest rate (percent) | 6.90% | 6.90% |
Subsidiary | Receivables Securitization Facility | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 50,000,000 | $ 40,000,000 |
Weighted average rate (percent) | 1.93% | 1.87% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-Term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,017 | $ 142,689 | |
2,018 | 1,125 | |
2,019 | 1,174 | |
2,020 | 50,392 | |
2,021 | 0 | |
Thereafter | 704,400 | |
Subtotal | 899,780 | $ 895,080 |
Less unamortized discounts and debt issuance costs | (8,103) | (9,029) |
Total debt | $ 891,677 | $ 886,051 |
Debt - Senior Secured Credit Fa
Debt - Senior Secured Credit Facility (Details) | Jan. 04, 2017USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) |
Line of Credit Facility [Line Items] | |||||
Debt issuance costs | $ 6,500,000 | ||||
Write-off of financing costs | 1,080,000 | $ 0 | |||
Credit Agreement | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Amount borrowed under credit facility | $ 450,000,000 | ||||
Total net leverage ratio | 3.5 | ||||
Percentage of guarantor's first-tier foreign subsidiaries | 65.00% | ||||
Credit Agreement | Letter of Credit | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Amount borrowed under credit facility | $ 75,000,000 | ||||
Line of credit, amount outstanding | 0 | ||||
Credit Agreement | Swing Line Loan | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Amount borrowed under credit facility | $ 100,000,000 | ||||
Amendment to Senior Secured Revolving Credit Facility | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Total net leverage ratio | 4.25 | ||||
Debt issuance costs | $ 700,000 | ||||
Unamortized debt issuance fees | 300,000 | ||||
Write-off of financing costs | $ 900,000 | ||||
Old Credit Facility and New Credit Facility | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Average daily balance of borrowings outstanding | $ 1,500,000 | ||||
Minimum | Credit Agreement | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Consolidated interest coverage ratio | 2.25 | ||||
Maximum | Credit Agreement | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Additional borrowing capacity | $ 200,000,000 | ||||
Consolidated interest coverage ratio | 4.25 | ||||
LIBOR | Credit Agreement | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Effective rate during period | 2.00% | ||||
LIBOR | Minimum | Amendment to Senior Secured Revolving Credit Facility | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate basis spread | 1.75% | ||||
LIBOR | Maximum | Amendment to Senior Secured Revolving Credit Facility | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate basis spread | 2.50% | ||||
Alternate Base Rate | Credit Agreement | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Effective rate during period | 1.00% | ||||
Alternate Base Rate | Minimum | Amendment to Senior Secured Revolving Credit Facility | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate basis spread | 0.75% | ||||
Alternate Base Rate | Maximum | Amendment to Senior Secured Revolving Credit Facility | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Variable rate basis spread | 1.50% | ||||
Dean Foods Company | Senior secured revolving credit facility | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit, amount outstanding | $ 4,400,000 | $ 9,100,000 |
Debt - Dean Foods Receivables B
Debt - Dean Foods Receivables Backed Facility (Details) | Jan. 04, 2017USD ($) | Mar. 31, 2017USD ($)entity | Mar. 31, 2016USD ($) |
Line of Credit Facility [Line Items] | |||
Number of wholly-owned bankruptcy remote entities | entity | 2 | ||
Debt issuance costs | $ 6,500,000 | ||
Write-off of financing costs | 1,080,000 | $ 0 | |
Proceeds from receivables securitization facility | 535,000,000 | 0 | |
Payments for receivables securitization facility | (525,000,000) | $ 0 | |
Receivables Securitization Facility | |||
Line of Credit Facility [Line Items] | |||
Amount borrowed under credit facility | 450,000,000 | ||
Line of credit, current borrowing capacity | 450,000,000 | ||
Total receivables sold | 602,400,000 | ||
Line of credit, amount outstanding | 50,000,000 | ||
Line of credit facility outstanding, remaining borrowing capacity | 282,800,000 | ||
Average daily balance under facility | 38,200,000 | ||
Receivables Securitization Facility | Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit, amount outstanding | $ 117,200,000 | ||
Amendment to Receivables Securitization Facility | Receivables Securitization Facility | |||
Line of Credit Facility [Line Items] | |||
Amount borrowed under credit facility | $ 450,000,000 | ||
Debt issuance costs | 600,000 | ||
Unamortized debt issuance fees | 100,000 | ||
Write-off of financing costs | $ 200,000 | ||
Minimum | Amendment to Receivables Securitization Facility | Receivables Securitization Facility | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, interest rate | 0.90% | ||
Unused capacity fee percentage | 0.40% | ||
Maximum | Amendment to Receivables Securitization Facility | Receivables Securitization Facility | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, interest rate | 1.05% | ||
Unused capacity fee percentage | 0.55% |
Debt - Senior Notes due 2023 (D
Debt - Senior Notes due 2023 (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Feb. 25, 2015 | |
Debt Instrument [Line Items] | ||
Debt issuance costs | $ 6,500,000 | |
Senior Notes | Senior Notes Due 2023 | ||
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 | $ 1,800,000 | |
Carrying value of debt | $ 693,500,000 | |
Senior Notes | Senior Notes Due 2023 | Redemption scenario 1 | ||
Debt Instrument [Line Items] | ||
Percentage of principal redeemed | 40.00% | |
Percentage of principal amount, redemption price | 106.50% | |
Senior Notes | Senior Notes Due 2023 | Redemption scenario 2 | ||
Debt Instrument [Line Items] | ||
Percentage of principal amount, redemption price | 100.00% | |
Senior Notes | Senior Notes Due 2023 | Redemption scenario 3 | ||
Debt Instrument [Line Items] | ||
Percentage of principal amount, redemption price | 101.00% |
Debt - Subsidiary Senior Notes
Debt - Subsidiary Senior Notes Due 2017 (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Debt issuance costs | $ 6,500,000 | |
Subsidiary | Senior Notes Due 2017 | ||
Debt Instrument [Line Items] | ||
Debt instrument, principal amount | 142,000,000 | |
Carrying value of debt | 140,400,000 | |
Debt issuance costs | 1,600,000 | |
Subsidiary | Capital lease obligations | ||
Debt Instrument [Line Items] | ||
Capital lease obligations | $ 3,380,000 | $ 3,980,000 |
Senior Notes Due 2017 | Subsidiary | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 6.90% | 6.90% |
Derivative Financial Instrume44
Derivative Financial Instruments and Fair Value Measurements - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Minimum outstanding purchase commitment range | 1 month |
Maximum outstanding purchase commitment range | 1 year |
Derivative Financial Instrume45
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 | Mar. 31, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 320 | $ 2,416 |
Derivative Liabilities | 2,266 | 12 |
Current | Commodities contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 320 | 2,416 |
Derivative Liabilities | $ 2,266 | $ 12 |
Derivative Financial Instrume46
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 | Mar. 31, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Asset, Fair Value | $ 320 | $ 2,416 |
Liability, Fair Value | 2,266 | 12 |
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 | 320 | 2,416 |
Liability, Fair Value | 2,266 | 12 |
Level 3 | ||
Derivatives, Fair Value [Line Items] | ||
Asset, Fair Value | 0 | 0 |
Liability, Fair Value | $ 0 | $ 0 |
Derivative Financial Instrume47
Derivative Financial Instruments and Fair Value Measurements - Carrying Value and Fair Value of Senior Notes and Subsidiary Senior Notes (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Dean Foods Company | Dean Foods Company senior notes due 2023 | ||
Debt Instrument [Line Items] | ||
Senior Notes, Carrying Value | $ 700,000 | $ 700,000 |
Senior Notes, Fair Value | 731,500 | 736,750 |
Subsidiary | Subsidiary senior notes due 2017 | ||
Debt Instrument [Line Items] | ||
Senior Notes, Carrying Value | 142,000 | 142,000 |
Senior Notes, Fair Value | $ 144,840 | $ 146,615 |
Derivative Financial Instrume48
Derivative Financial Instruments and Fair Value Measurements - Summary of SERP Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Money market | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | $ 26 | $ 27 |
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 | 1,711 | 1,673 |
Level 1 | Money market | ||
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 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
SERP assets measured at fair value on a recurring basis | 26 | 27 |
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 | 1,711 | 1,673 |
Level 3 | Money market | ||
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 49
Common Stock and Share-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |||
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Dividends paid (in dollars per share) | 0.09 | $ 0.09 | |||
Cash dividends paid | $ 8,178,000 | $ 8,259,000 | |||
Quarterly dividends expected (in dollars per share) | $ 0.09 | ||||
Annual dividends expected (in dollars per share) | $ 0.36 | ||||
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 | |||
Remaining authorized amount for common share repurchase | $ 197,100,000 | $ 197,100,000 |
Common Stock and Share-Based 50
Common Stock and Share-Based Compensation - Summary of Restricted Stock Unit Activity (Detail) - RSUs | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
PSUs | |
Outstanding at beginning balance, in shares | 952,992 |
Stock units issued, in shares | 420,446 |
Shares issued upon vesting of stock units, in shares | (250,655) |
Stock units canceled or forfeited, in shares | (127,330) |
Outstanding at ending balance, in shares | 995,453 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 18.04 |
Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
PSUs | |
Outstanding at beginning balance, in shares | 872,785 |
Stock units issued, in shares | 374,918 |
Shares issued upon vesting of stock units, in shares | (213,451) |
Stock units canceled or forfeited, in shares | (125,218) |
Outstanding at ending balance, in shares | 909,034 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 18 |
Non-Employee Directors | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
PSUs | |
Outstanding at beginning balance, in shares | 80,207 |
Stock units issued, in shares | 45,528 |
Shares issued upon vesting of stock units, in shares | (37,204) |
Stock units canceled or forfeited, in shares | (2,112) |
Outstanding at ending balance, in shares | 86,419 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 18.46 |
Common Stock and Share-Based 51
Common Stock and Share-Based Compensation - Summary of Performance Stock Activity (Details) - PSUs | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
PSUs | |
Outstanding at beginning balance, in shares | shares | 90,583 |
Granted, in shares | shares | 158,401.67 |
Vested, in shares | shares | 0 |
Forfeited, in shares | shares | 0 |
Outstanding at ending balance, in shares | shares | 248,985 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning balance, weighted average grant date fair value (in dollars per share) | $ / shares | $ 19.13 |
Weighted average grant date fair value, Granted (in dollars per share) | $ / shares | 18.84 |
Weighted average grant date fair value, Vested (in dollars per share) | $ / shares | 0 |
Weighted average grant date fair value, Forfeited (in dollars per share) | $ / shares | 0 |
Outstanding at ending balance, weighted average grant date fair value (in dollars per share) | $ / shares | $ 18.94 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 0.00% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 200.00% |
Common Stock and Share-Based 52
Common Stock and Share-Based Compensation - Summary of Phantom Share Activity (Detail) - Phantom Shares | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Shares | |
Outstanding at beginning balance, in shares | shares | 1,361,062 |
Granted, in shares | shares | 750,893 |
Converted/paid, in shares | shares | (570,113) |
Forfeited, in shares | shares | (51,959) |
Outstanding at ending balance, in shares | shares | 1,489,883 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning balance, weighted average grant date fair value (in dollars per share) | $ / shares | $ 17.78 |
Weighted average grant date fair value, Granted (in dollars per share) | $ / shares | 18.45 |
Weighted average grant date fair value, Converted/paid (in dollars per share) | $ / shares | 16.97 |
Weighted average grant date fair value, Forfeited (in dollars per share) | $ / shares | 18.08 |
Outstanding at ending balance, weighted average grant date fair value (in dollars per share) | $ / shares | $ 18.42 |
Common Stock and Share-Based 53
Common Stock and Share-Based Compensation - Summary of Stock Option Activity (Detail) | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Options | |
Options outstanding, beginning balance, in shares | shares | 2,038,829 |
Forfeited and canceled, in shares | shares | (487,971) |
Exercised, in shares | shares | (31,567) |
Options outstanding, ending balance, in shares | shares | 1,519,291 |
Weighted Average Exercise Price | |
Options outstanding, beginning balance, Weighted average exercise price (in dollars per share) | $ / shares | $ 19.78 |
Forfeited and canceled, Weighted average exercise price (in dollars per share) | $ / shares | 26.07 |
Exercised, Weighted average exercise price (in dollars per share) | $ / shares | 17.26 |
Options outstanding, ending balance, Weighted average exercise price (in dollars per share) | $ / shares | $ 17.81 |
Options outstanding and exercisable, ending balance, Weighted Average Contractual Life | 1 year 11 months 27 days |
Options outstanding and exercisable, ending balance, Aggregate Intrinsic Value | $ | $ 4,957,607 |
Common Stock and Share-Based 54
Common Stock and Share-Based Compensation - Summary of Share Based Compensation Expense Recognized (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 3,957 | $ 6,067 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,608 | 1,369 |
PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 500 | 387 |
Phantom Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,849 | $ 4,311 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Basic earnings (loss) per share computation: | ||
Income (loss) | $ (9,759) | $ 39,201 |
Average common shares | 90,709,802 | 91,567,119 |
Basic loss per share from continuing operations (in dollars per share) | $ (0.11) | $ 0.43 |
Diluted earnings (loss) per share computation: | ||
Income (loss) | $ (9,759) | $ 39,201 |
Average common shares | 90,709,802 | 91,567,119 |
Average common shares — diluted | 90,709,802 | 92,168,303 |
Diluted earnings (loss) per share from continuing operations (in dollars per share) | $ (0.11) | $ 0.43 |
Stock options | ||
Diluted earnings (loss) per share computation: | ||
Stock option conversion | 0 | 287,657 |
RSUs and PSUs | ||
Diluted earnings (loss) per share computation: | ||
Stock option conversion | 0 | 313,527 |
Stock options | ||
Diluted earnings (loss) per share computation: | ||
Anti-dilutive securities excluded | 1,760,843 | 1,403,295 |
RSUs and PSUs | ||
Diluted earnings (loss) per share computation: | ||
Anti-dilutive securities excluded | 1,082,207 | 172,195 |
Accumulated Other Comprehensi56
Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | $ (89,633) | $ (85,803) |
Other comprehensive income before reclassifications | 3,291 | 3,102 |
Amounts reclassified from accumulated other comprehensive income | (1,647) | (1,464) |
Net current-period other comprehensive income | 1,644 | 1,638 |
Ending Balance | (87,989) | (84,165) |
Pension and Other Postretirement Benefits Items | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (84,852) | (83,279) |
Other comprehensive income before reclassifications | 3,291 | 2,949 |
Amounts reclassified from accumulated other comprehensive income | (1,647) | (1,464) |
Net current-period other comprehensive income | 1,644 | 1,485 |
Ending Balance | (83,208) | (81,794) |
Foreign Currency Items | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (4,781) | (2,524) |
Other comprehensive income before reclassifications | 0 | 153 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 |
Net current-period other comprehensive income | 0 | 153 |
Ending Balance | $ (4,781) | $ (2,371) |
Employee Retirement and Postr57
Employee Retirement and Postretirement Benefits - Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Defined Benefit Plans | ||
Components of net periodic benefit cost: | ||
Service cost | $ 752 | $ 793 |
Interest cost | 2,927 | 3,043 |
Expected return on plan assets | (4,758) | (4,633) |
Amortizations: | ||
Prior service cost | 176 | 214 |
Unrecognized net (gain) loss | 2,581 | 2,206 |
Net periodic benefit cost | 1,678 | 1,623 |
Postretirement Benefits | ||
Components of net periodic benefit cost: | ||
Service cost | 146 | 160 |
Interest cost | 240 | 271 |
Amortizations: | ||
Prior service cost | 23 | 23 |
Unrecognized net (gain) loss | (114) | (61) |
Net periodic benefit cost | $ 295 | $ 393 |
Employee Retirement and Postr58
Employee Retirement and Postretirement Benefits - Additional Information (Details) - Defined Benefit Plans - USD ($) $ in Millions | Apr. 03, 2017 | Mar. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | ||
Expected contributions the remainder of year | $ 0.8 | |
Subsequent event | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discretionary contribution | $ 38.5 |
Asset Impairment Charges and 59
Asset Impairment Charges and Facility Closing and Reorganization Costs - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | ||
Tangible asset impairment charges | $ 0 | $ 0 |
Asset Impairment Charges and 60
Asset Impairment Charges and Facility Closing and Reorganization Costs - Approved Plans and Related Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 9,286 | $ 1,166 |
Reorganization items | 5,800 | 0 |
Facility Closing | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 3,486 | 1,166 |
Charges incurred to date | 77,300 | |
Expected costs | 3,800 | |
Facility Closing and Reorganization | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 9,286 | $ 1,166 |
Asset Impairment Charges and 61
Asset Impairment Charges and Facility Closing and Reorganization Costs - Facility Closing and Reorganization Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Reserve [Roll Forward] | ||
Charges and Adjustments | $ 9,286 | $ 1,166 |
Restructuring Charges, Cash | ||
Restructuring Reserve [Roll Forward] | ||
Accrued Charges at Beginning Balance | 7,542 | |
Charges and Adjustments | 7,397 | |
Payments | (2,465) | |
Accrued Charges at Ending Balance | 12,474 | |
Restructuring Charges, Cash | Workforce Reduction Costs | ||
Restructuring Reserve [Roll Forward] | ||
Accrued Charges at Beginning Balance | 3,610 | |
Charges and Adjustments | 5,688 | |
Payments | (428) | |
Accrued Charges at Ending Balance | 8,870 | |
Restructuring Charges, Cash | Shutdown Costs | ||
Restructuring Reserve [Roll Forward] | ||
Accrued Charges at Beginning Balance | 0 | |
Charges and Adjustments | 1,593 | |
Payments | (1,593) | |
Accrued Charges at Ending Balance | 0 | |
Restructuring Charges, Cash | Lease Obligations After Shutdown | ||
Restructuring Reserve [Roll Forward] | ||
Accrued Charges at Beginning Balance | 3,932 | |
Charges and Adjustments | 69 | |
Payments | (397) | |
Accrued Charges at Ending Balance | 3,604 | |
Restructuring Charges, Cash | Other | ||
Restructuring Reserve [Roll Forward] | ||
Accrued Charges at Beginning Balance | 0 | |
Charges and Adjustments | 47 | |
Payments | (47) | |
Accrued Charges at Ending Balance | 0 | |
Restructuring Charges, Noncash Charges | ||
Restructuring Reserve [Roll Forward] | ||
Charges and Adjustments | 1,889 | |
Restructuring Charges, Noncash Charges | Other | ||
Restructuring Reserve [Roll Forward] | ||
Charges and Adjustments | 6 | |
Restructuring Charges, Noncash Charges | Write-down of assets | ||
Restructuring Reserve [Roll Forward] | ||
Charges and Adjustments | 1,816 | |
Restructuring Charges, Noncash Charges | Gain on sale of related assets | ||
Restructuring Reserve [Roll Forward] | ||
Charges and Adjustments | $ 67 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Aug. 09, 2007plaintiff | Dec. 21, 2001USD ($) | Mar. 31, 2017 |
Commitments and Contingencies [Line Items] | |||
Acquired interest percentage | 33.80% | ||
Minimum | |||
Commitments and Contingencies [Line Items] | |||
Lease term | 1 year | ||
Maximum | |||
Commitments and Contingencies [Line Items] | |||
Lease term | 20 years | ||
Contingent Promissory Note | |||
Commitments and Contingencies [Line Items] | |||
Principal amount of contingent promissory note | $ 40,000,000 | ||
Debt instrument term | 20 years | ||
Contingent promissory note, maximum amount including interest | $ 96,000,000 | ||
Punitive Class Action Antitrust Complaint | |||
Commitments and Contingencies [Line Items] | |||
Number of plaintiffs | plaintiff | 2 |
Segment, Geographic and Custo63
Segment, Geographic and Customer Information - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2017SegmentFacility | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 1 | |
Number of manufacturing facilities | Facility | 66 | |
Sales | ||
Segment Reporting Information [Line Items] | ||
Major customer, percentage of sales (less than) | 17.20% | 16.40% |
Sales | Foreign Operations | ||
Segment Reporting Information [Line Items] | ||
Major customer, percentage of sales (less than) | 1.00% | 1.00% |