Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 05, 2019 | |
Cover page. | ||
Entity Central Index Key | 0000931336 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-12755 | |
Entity Registrant Name | Dean Foods Co | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 75-2559681 | |
Entity Address, Address Line One | 2711 North Haskell Avenue, Suite 3400 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75204 | |
City Area Code | 214 | |
Local Phone Number | 303-3400 | |
Title of 12(b) Security | Common Stock, $.01 par value | |
Trading Symbol | DF | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 91,893,614 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 20,947 | $ 24,176 |
Receivables, net of allowances of $5,402 and $5,994 | 509,811 | 589,263 |
Inventories | 283,092 | 255,484 |
Other current assets | 47,352 | 43,357 |
Total current assets | 861,202 | 912,280 |
Property, plant and equipment, net | 965,334 | 1,006,182 |
Operating lease right of use assets | 303,928 | 0 |
Identifiable intangible and other assets, net | 191,833 | 197,512 |
Deferred income taxes | 0 | 2,518 |
Total | 2,322,297 | 2,118,492 |
Current liabilities: | ||
Accounts payable and accrued expenses | 654,035 | 699,661 |
Current maturities of long term debt and finance leases | 1,060 | 1,174 |
Operating lease liabilities | 93,090 | 0 |
Total current liabilities | 748,185 | 700,835 |
Long-term debt, net | 983,875 | 905,170 |
Deferred income taxes | 4,008 | 13,707 |
Long-term operating lease liabilities | 225,607 | 0 |
Other long-term liabilities | 164,863 | 184,048 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Preferred stock, none issued | 0 | 0 |
Common stock, 91,884,320 and 91,438,768 shares issued and outstanding, with a par value of $0.01 per share | 919 | 914 |
Additional paid-in capital | 664,732 | 661,630 |
Accumulated deficit | (386,932) | (260,977) |
Accumulated other comprehensive loss | (94,059) | (98,607) |
Total Dean Foods Company stockholders’ equity | 184,660 | 302,960 |
Non-controlling interest | 11,099 | 11,772 |
Total stockholders’ equity | 195,759 | 314,732 |
Total | $ 2,322,297 | $ 2,118,492 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 5,402 | $ 5,994 |
Preferred stock issued (shares) | 0 | 0 |
Common stock issued (shares) | 91,884,320 | 91,438,768 |
Common stock outstanding (shares) | 91,884,320 | 91,438,768 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,843,498 | $ 1,951,230 | $ 3,638,932 | $ 3,931,737 |
Cost of sales | 1,464,018 | 1,518,446 | 2,885,699 | 3,050,450 |
Gross profit | 379,480 | 432,784 | 753,233 | 881,287 |
Operating costs and expenses: | ||||
Selling and distribution | 335,852 | 336,721 | 673,564 | 682,717 |
General and administrative | 71,546 | 65,972 | 144,631 | 141,494 |
Amortization of intangibles | 5,150 | 5,078 | 10,300 | 10,156 |
Facility closing and reorganization costs, net | 7,400 | 67,661 | 11,732 | 76,123 |
Impairment of long-lived assets | 11,860 | 2,232 | 11,860 | 2,232 |
Other operating income | 0 | (2,289) | 0 | (2,289) |
Equity in (earnings) loss of unconsolidated affiliate | (688) | (1,699) | (2,643) | (3,599) |
Total operating costs and expenses | 431,120 | 473,676 | 849,444 | 906,834 |
Operating loss | (51,640) | (40,892) | (96,211) | (25,547) |
Other expense: | ||||
Interest expense | 16,200 | 14,069 | 35,200 | 28,102 |
Other expense, net | 1,500 | 782 | 1,712 | 1,252 |
Total other expense | 17,700 | 14,851 | 36,912 | 29,354 |
Loss before income taxes | (69,340) | (55,743) | (133,123) | (54,901) |
Income tax benefit | (4,477) | (13,727) | (6,433) | (12,620) |
Loss from continuing operations | (64,863) | (42,016) | (126,690) | (42,281) |
Gain on sale of discontinued operations, net of tax | 0 | 1,922 | 0 | 1,922 |
Net loss | (64,863) | (40,094) | (126,690) | (40,359) |
Net loss attributable to non-controlling interest | 392 | 0 | 645 | 0 |
Net loss attributable to Dean Foods Company | $ (64,471) | $ (40,094) | $ (126,045) | $ (40,359) |
Average common shares: | ||||
Basic (shares) | 91,758,807 | 91,342,652 | 91,643,179 | 91,267,748 |
Diluted (shares) | 91,758,807 | 91,342,652 | 91,643,179 | 91,267,748 |
Basic loss per common share: | ||||
Loss from continuing operations attributable to Dean Foods Company (USD per share) | $ (0.70) | $ (0.46) | $ (1.38) | $ (0.46) |
Income from discontinued operations attributable to Dean Foods Company (USD per share) | 0 | 0.02 | 0 | 0.02 |
Net loss attributable to Dean Foods Company (USD per share) | (0.70) | (0.44) | (1.38) | (0.44) |
Diluted loss per common share: | ||||
Loss from continuing operations attributable to Dean Foods Company (USD per share) | (0.70) | (0.46) | (1.38) | (0.46) |
Income from discontinued operations attributable to Dean Foods Company (USD per share) | 0 | 0.02 | 0 | 0.02 |
Net loss attributable to Dean Foods Company (USD per share) | $ (0.70) | $ (0.44) | $ (1.38) | $ (0.44) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (64,863) | $ (40,094) | $ (126,690) | $ (40,359) |
Other comprehensive income (loss): | ||||
Pension and other postretirement liability adjustment, net of tax | 2,420 | 1,602 | 4,548 | 3,226 |
Other comprehensive income | 2,420 | 1,602 | 4,548 | 3,226 |
Reclassification of stranded tax effects related to the Tax Act | 0 | 0 | 0 | (16,847) |
Comprehensive loss | (62,443) | (38,492) | (122,142) | (53,980) |
Comprehensive loss attributable to non-controlling interest | 392 | 0 | 645 | 0 |
Comprehensive loss attributable to Dean Foods Company | $ (62,051) | $ (38,492) | $ (121,497) | $ (53,980) |
CONDENSED CONSOLIDATED STATEM_3
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) | Non- controlling Interest | |
Balance at beginning of period (shares) at Dec. 31, 2017 | 91,123,759 | ||||||
Balance at beginning of period at Dec. 31, 2017 | $ 655,947 | $ 911 | $ 659,227 | $ 74,219 | $ (78,410) | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock (shares) | 246,180 | ||||||
Issuance of common stock | 42 | $ 2 | 40 | ||||
Repurchase of shares for withholding taxes (shares) | (37,612) | ||||||
Repurchase of shares for withholding taxes | (365) | (365) | |||||
Share-based compensation expense | 1,742 | 1,742 | |||||
Net income (loss) | (265) | (265) | |||||
Dividends | (8,365) | (8,365) | |||||
Reclassification of stranded tax effects related to the Tax Act | [1] | 16,847 | (16,847) | ||||
Other comprehensive income: | |||||||
Pension and other postretirement benefit liability adjustment, net of tax | 1,624 | 1,624 | |||||
Balance at end of period (shares) at Mar. 31, 2018 | 91,332,327 | ||||||
Balance at end of period at Mar. 31, 2018 | 650,360 | $ 913 | 660,644 | 82,436 | (93,633) | 0 | |
Balance at beginning of period (shares) at Dec. 31, 2017 | 91,123,759 | ||||||
Balance at beginning of period at Dec. 31, 2017 | 655,947 | $ 911 | 659,227 | 74,219 | (78,410) | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Repurchase of shares for withholding taxes (shares) | 0 | ||||||
Net income (loss) | (40,359) | ||||||
Net loss attributable to non-controlling interest | 0 | ||||||
Reclassification of stranded tax effects related to the Tax Act | (16,847) | ||||||
Other comprehensive income: | |||||||
Pension and other postretirement benefit liability adjustment, net of tax | 3,226 | ||||||
Balance at end of period (shares) at Jun. 30, 2018 | 91,368,529 | ||||||
Balance at end of period at Jun. 30, 2018 | 617,461 | $ 914 | 662,883 | 33,943 | (92,031) | 11,752 | |
Balance at beginning of period (shares) at Mar. 31, 2018 | 91,332,327 | ||||||
Balance at beginning of period at Mar. 31, 2018 | 650,360 | $ 913 | 660,644 | 82,436 | (93,633) | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock (shares) | 41,628 | ||||||
Issuance of common stock | $ 338 | $ 1 | 337 | ||||
Repurchase of shares for withholding taxes (shares) | 0 | (5,426) | |||||
Repurchase of shares for withholding taxes | $ (48) | (48) | |||||
Share-based compensation expense | 1,950 | 1,950 | |||||
Net income (loss) | (40,094) | (40,094) | |||||
Fair value of non-controlling interest acquired | 11,752 | ||||||
Net loss attributable to non-controlling interest | 0 | ||||||
Dividends | (8,399) | (8,399) | |||||
Other comprehensive income: | |||||||
Pension and other postretirement benefit liability adjustment, net of tax | 1,602 | 1,602 | |||||
Balance at end of period (shares) at Jun. 30, 2018 | 91,368,529 | ||||||
Balance at end of period at Jun. 30, 2018 | $ 617,461 | $ 914 | 662,883 | 33,943 | (92,031) | 11,752 | |
Balance at beginning of period (shares) at Dec. 31, 2018 | 91,438,768 | 91,438,768 | |||||
Balance at beginning of period at Dec. 31, 2018 | $ 314,732 | $ 914 | 661,630 | (260,977) | (98,607) | 11,772 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock (shares) | 390,640 | ||||||
Issuance of common stock | 163 | $ 4 | 159 | ||||
Repurchase of shares for withholding taxes (shares) | (90,937) | ||||||
Repurchase of shares for withholding taxes | (376) | $ (1) | (375) | ||||
Share-based compensation expense | 1,293 | 1,293 | |||||
Net income (loss) | (61,574) | (61,574) | |||||
Net loss attributable to non-controlling interest | (253) | (253) | |||||
Repurchase of subsidiary's common stock | (28) | (28) | |||||
Dividends | [2] | 61 | 61 | ||||
Other comprehensive income: | |||||||
Pension and other postretirement benefit liability adjustment, net of tax | 2,128 | 2,128 | |||||
Balance at end of period (shares) at Mar. 31, 2019 | 91,738,471 | ||||||
Balance at end of period at Mar. 31, 2019 | $ 256,146 | $ 917 | 662,707 | (322,490) | (96,479) | 11,491 | |
Balance at beginning of period (shares) at Dec. 31, 2018 | 91,438,768 | 91,438,768 | |||||
Balance at beginning of period at Dec. 31, 2018 | $ 314,732 | $ 914 | 661,630 | (260,977) | (98,607) | 11,772 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Repurchase of shares for withholding taxes (shares) | 0 | ||||||
Net income (loss) | (126,045) | ||||||
Net loss attributable to non-controlling interest | (645) | ||||||
Other comprehensive income: | |||||||
Pension and other postretirement benefit liability adjustment, net of tax | $ 4,548 | ||||||
Balance at end of period (shares) at Jun. 30, 2019 | 91,884,320 | 91,884,320 | |||||
Balance at end of period at Jun. 30, 2019 | $ 195,759 | $ 919 | 664,732 | (386,932) | (94,059) | 11,099 | |
Balance at beginning of period (shares) at Mar. 31, 2019 | 91,738,471 | ||||||
Balance at beginning of period at Mar. 31, 2019 | 256,146 | $ 917 | 662,707 | (322,490) | (96,479) | 11,491 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock (shares) | 163,826 | ||||||
Issuance of common stock | $ 211 | $ 2 | 209 | ||||
Repurchase of shares for withholding taxes (shares) | 0 | (17,977) | |||||
Repurchase of shares for withholding taxes | $ (31) | (31) | |||||
Share-based compensation expense | 1,847 | 1,847 | |||||
Net income (loss) | (64,471) | (64,471) | |||||
Net loss attributable to non-controlling interest | (392) | (392) | |||||
Dividends | [2] | 29 | 29 | ||||
Other comprehensive income: | |||||||
Pension and other postretirement benefit liability adjustment, net of tax | $ 2,420 | 2,420 | |||||
Balance at end of period (shares) at Jun. 30, 2019 | 91,884,320 | 91,884,320 | |||||
Balance at end of period at Jun. 30, 2019 | $ 195,759 | $ 919 | $ 664,732 | $ (386,932) | $ (94,059) | $ 11,099 | |
[1] | Refer to Note 1 - Recently Adopted Accounting Pronouncements within our Notes to unaudited Condensed Consolidated Financial Statements for additional details on the adoption of ASU No. 2018-02 during the first quarter of 2018. | ||||||
[2] | During the three months ended March 31, 2019 and the three months ended June 30, 2019 , participants forfeited accrued dividends related to previously-granted restricted share units ("RSUs") and performance share units ("PSUs"), causing a reduction to our accumulated deficit position. Under our long-term incentive compensation program, cash dividend equivalent units for RSUs and PSUs are accrued over time as our Board of Directors declares cash dividends and vest in cash at the same time as the underlying award. No dividends were declared or paid during the three months ended March 31, 2019 and three months ended June 30, 2019 . |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||
Tax associated with pension and other postretirement benefit liability adjustment | $ 0 | $ 291 | $ 539 | $ 521 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating activities: | ||
Net loss | $ (126,690,000) | $ (40,359,000) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||
Depreciation and amortization | 76,048,000 | 80,102,000 |
Non-cash lease expense | 63,028,000 | 0 |
Share-based compensation expense | 3,731,000 | 6,625,000 |
Non-cash facility closing and reorganization costs, net | 417,000 | 43,734,000 |
Impairment of long-lived assets | 11,860,000 | 2,232,000 |
Write-off of financing costs | 3,755,000 | 0 |
Other operating income | 0 | (2,289,000) |
Equity in earnings of unconsolidated affiliate | (2,643,000) | (3,599,000) |
Deferred income taxes | (7,472,000) | (16,472,000) |
Other, net | (5,377,000) | (3,022,000) |
Increase (Decrease) in Operating Capital [Abstract] | ||
Receivables, net | 79,452,000 | 84,105,000 |
Inventories | (27,610,000) | 2,220,000 |
Prepaid expenses and other assets | (2,496,000) | 10,942,000 |
Accounts payable and accrued expenses | (32,987,000) | (43,459,000) |
Operating lease liabilities | (62,222,000) | 0 |
Cash provided by (used in) operating activities | (29,206,000) | 120,760,000 |
Investing activities: | ||
Capital spending | (44,983,000) | (37,292,000) |
Payments for acquisitions, net of cash acquired | 0 | (13,324,000) |
Proceeds from sale of fixed assets | 4,632,000 | 12,418,000 |
Cash used in investing activities | (40,351,000) | (38,198,000) |
Financing activities: | ||
Debt repayments | (773,000) | (589,000) |
Payments of financing costs | (9,561,000) | 0 |
Proceeds from senior secured revolver | 550,101,000 | 185,800,000 |
Payments for senior secured revolver | (563,001,000) | (197,000,000) |
Proceeds from receivables securitization facility | 615,000,000 | 1,240,000,000 |
Payments for receivables securitization facility | (525,000,000) | (1,285,000,000) |
Repurchase of subsidiary's common stock | (28,000) | 0 |
Cash dividends paid | 0 | (16,438,000) |
Issuance of common stock, net of share repurchases for withholding taxes | (410,000) | (413,000) |
Cash provided by (used in) financing activities | 66,328,000 | (73,640,000) |
Change in cash and cash equivalents | (3,229,000) | 8,922,000 |
Cash and cash equivalents, beginning of period | 24,176,000 | 16,512,000 |
Cash and cash equivalents, end of period | $ 20,947,000 | $ 25,434,000 |
Basis of Presentation and Recen
Basis of Presentation and Recently Adopted Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Recently Adopted Accounting Pronouncements | Basis of Presentation and Recently Adopted Accounting Pronouncements 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. Basis of Presentation — The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information as well as instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, we have reflected all material adjustments of a normal and recurring nature necessary for the fair presentation of the results for the periods presented. For further information, refer to the Consolidated Financial Statements and footnotes included in our Annual Report on Form 10-K for the years ended December 31, 2019 and 2018 . 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 ASU No. 2016-02 — We adopted ASU 2016-02, Leases (Topic 842) (the New Lease Standard) as of January 1, 2019. The New Lease Standard requires lessees to recognize a right-of-use (ROU) asset and a lease liability on the balance sheet for operating leases. Accounting for finance leases is substantially unchanged. We adopted the New Lease Standard using the comparative reporting at adoption method. Under this method, financial results reported in periods prior to January 1, 2019 are unchanged. We also elected the package of practical expedients which among other things, does not require reassessment of lease classification. We have implemented processes and a lease accounting system to ensure adequate internal controls are in place to assess our contracts and enable proper accounting and reporting of financial information. The adoption of this standard had a significant impact to our condensed consolidated balance sheet due to the recognition of approximately $358 million of operating lease liabilities with corresponding operating lease ROU assets as of January 1, 2019. See Note 6 for further discussion. Recently Issued Accounting Pronouncements Effective in 2020 ASU No. 2018-13 — In August 2018, the FASB issued ASU 2018-13, Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement . The amendments were issued as a part of the FASB's disclosure framework project, which seeks to improve the effectiveness of disclosures in the notes to the financial statements. The new guidance is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted in any interim period after issuance of this guidance. We do not intend to early adopt this ASU. We do not expect the adoption of ASU 2018-13 to have a material impact on our financial statements. ASU No. 2018-15 — In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new guidance is effective for public entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating the impact ASU 2018-15 will have on our financial statements. We do not intend to early adopt this ASU. We do not expect the adoption of ASU 2018-15 to have a material impact on our financial statements. Effective in 2021 ASU No. 2018-14 — In August 2018, the FASB issued ASU 2018-14, Compensation — Retirement Benefits —Defined Benefit Plans — General (Subtopic 715-20): Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans , which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing disclosures that no longer are considered cost beneficial, clarifying the specific requirements of disclosures, and adding disclosure requirements identified as relevant. The amendments were issued as a part of the FASB's disclosure framework project, which seeks to improve the effectiveness of disclosures in the notes to the financial statements. The new guidance is effective for public entities for fiscal years beginning after December 15, 2020. Early adoption is permitted. We do not intend to early adopt this ASU. The amendments should be applied retrospectively. We do not expect the adoption of ASU 2018-14 to have a material impact on our financial statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Net Sales The following table presents a disaggregation of our net sales by product type and revenue source. We believe these categories most appropriately depict the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with our customers. Three Months Ended Six Months Ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 (In thousands) Fluid milk $ 1,092,856 $ 1,157,288 $ 2,227,752 $ 2,417,222 Ice cream(1) 316,398 321,005 541,598 560,603 Fresh cream(2) 104,143 99,816 200,518 191,766 Extended shelf life and other dairy products(3) 44,571 46,183 88,156 91,425 Cultured 64,839 65,504 126,746 129,670 Other beverages(4) 65,580 66,700 133,990 137,044 Other(5) 27,756 30,794 46,651 63,098 Subtotal 1,716,143 1,787,290 3,365,411 3,590,828 Sales of excess raw materials 90,122 122,880 208,515 274,682 Sales of other bulk commodities 37,233 41,060 65,006 66,227 Total net sales $ 1,843,498 $ 1,951,230 $ 3,638,932 $ 3,931,737 (1) Includes ice cream, ice cream mix and ice cream novelties. (2) Includes half-and-half and whipping creams. (3) Includes creamers and other extended shelf life fluids. (4) Includes fruit juice, fruit flavored drinks, iced tea, water and flax-based milk. (5) Includes items for resale such as butter, cheese, eggs and milkshakes. The following table presents a disaggregation of our net product sales between sales of Company-branded products versus sales of private label products: Three Months Ended Six Months Ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 (In thousands) Branded products $ 856,984 $ 871,269 $ 1,708,480 $ 1,763,395 Private label products 859,159 916,021 1,656,931 1,827,433 Subtotal 1,716,143 1,787,290 3,365,411 3,590,828 Sales of excess raw materials 90,122 122,880 208,515 274,682 Sales of other bulk commodities 37,233 41,060 65,006 66,227 Total net sales $ 1,843,498 $ 1,951,230 $ 3,638,932 $ 3,931,737 Revenue Recognition and Nature of Products and Services 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. Revenue is recognized upon transfer of control of promised goods or services to our customers’ facility in an amount that reflects the consideration we expect to ultimately receive in exchange for those promised goods or services. Revenue is recognized net of allowances for product returns, trade promotions and prompt pay and other discounts. The substantial majority of our revenue is derived from the sale of fluid milk, ice cream and other dairy products, which includes sales of both Company-branded products as well as private label products. In addition, we derive revenue from the sale of excess raw materials and the sale of other bulk commodities. Our portfolio of products includes fluid milk, ice cream, cultured dairy products, creamers, ice cream mix and other dairy and dairy case products. We sell these products under national, regional and local proprietary or licensed brands, or under private labels. Our sales of excess raw materials consist primarily of bulk cream sales. As a result of the purchase of raw milk, we obtain more butterfat than is needed in our production process. Excess butterfat is sold, primarily in the form of bulk cream, to third parties. Additionally, in certain cases we may be required to externally purchase bulk cream in order to fulfill minimum supply requirements for our customers. In these cases, we purchase bulk cream from other processors or suppliers and resell it to our customers to fulfill our contractual requirements with them. In all cases, we recognize revenue upon delivery to our customers as we have determined that this is the point at which control is transferred, our performance obligation is complete, and we are entitled to consideration. Contractual Arrangements with Customers The majority of our sales are to retailers, warehouse clubs, distributors, foodservice outlets, educational institutions and governmental entities with whom we have contractual agreements. Our sales of excess raw materials and other bulk commodities are primarily to dairy cooperatives, dairy processors or other manufacturers for use as a raw ingredient in their respective manufacturing processes. Our customer contracts typically contain standard terms and conditions and a term sheet. In some cases, upon expiration, these arrangements may continue with the same terms and may not be formally renewed. Additionally, we have a number of informal sales arrangements with certain local and regional customers, which we consider to be contracts based on the criteria outlined in ASC 606. Payment terms and conditions vary by customer, but we generally provide credit terms to customers ranging up to 30 days; therefore, we have determined that our contracts do not include a significant financing component. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses based on our historical experience. We have determined that we satisfy our performance obligations related to our customer contracts at a point in time, as opposed to over time, and accordingly, revenue is recognized at a point in time across all of our revenue streams. Therefore, we do not have any contract balances with our customers recorded on our unaudited Condensed Consolidated Balance Sheets. Sales Incentives and Other Promotional Programs We routinely offer sales incentives and discounts through various regional and national programs to our customers and consumers. These programs include scan backs, product rebates, product returns, trade promotions and co-op advertising, product discounts, product coupons and amounts paid to customers for shelf space in retail stores. The expenses associated with these programs are accounted for as reductions to the transaction price of our products and are therefore recorded as reductions to gross sales. Some of our sales incentives are recorded by estimating incentive costs or redemption rates based on our historical experience and expected levels of performance of the trade promotion or other program. We maintain liabilities at the end of each period for the estimated incentive costs incurred but unpaid for these programs. Differences between estimated and actual incentive costs are normally not material and are recognized in earnings in the period such differences are determined. |
Investment in Affiliates and Di
Investment in Affiliates and Discontinued Operations | 6 Months Ended |
Jun. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Affiliates and Discontinued Operations | Investment in Affiliates and Discontinued Operations Unconsolidated Affiliate and Related Party Organic Valley Fresh Joint Venture — In the third quarter of 2017, we commenced the operations of our 50/50 strategic joint venture with Cooperative Regions of Organic Producer Pools (“CROPP”), an independent farmer cooperative that distributes organic milk and other organic dairy products under the Organic Valley ® brand. The joint venture, called Organic Valley Fresh, combines our processing plants and refrigerated DSD system with CROPP's portfolio of recognized brands and products, marketing expertise, and access to an organic milk supply from America's largest cooperative of organic dairy farmers to bring the Organic Valley ® brand to retailers. We and CROPP each made a capital contribution of $2.0 million to the joint venture during the third quarter of 2017. We have concluded that Organic Valley Fresh is a variable interest entity, but we have determined that we are not the primary beneficiary of the Organic Valley Fresh joint venture because we do not have the power to direct the activities that most significantly affect the economic performance of the joint venture; therefore, the financial results of the joint venture have not been consolidated in our unaudited Condensed Consolidated Financial Statements. We are accounting for this investment under the equity method of accounting. Our equity in the earnings of the joint venture is included as a component of operating income as we have determined that the joint venture's operations are integral to, and an extension of, our business operations. Our equity in the earnings of the joint venture was $0.7 million and $1.7 million for the three months ended June 30, 2019 and 2018 , respectively, and $2.6 million and $3.6 million for the six months ended June 30, 2019 and 2018 , respectively. Controlling Interest in Consolidated Affiliate Good Karma — On May 4, 2017, we acquired a non-controlling interest in, and entered into a distribution agreement with, Good Karma Foods, Inc. (“Good Karma”), the leading producer of flax-based beverage and yogurt products. This investment allows us to diversify our portfolio to include plant-based dairy alternatives and provides Good Karma the ability to more rapidly expand distribution across the U.S., as well as increase investments in brand building and product innovation. On June 29, 2018, we increased our ownership interest in Good Karma to 67% with an additional investment of $15.0 million , resulting in control under acquisition method accounting. Good Karma’s results of operations have been consolidated in our unaudited Condensed Consolidated Statements of Operations from the date of acquisition. Prior to the June 29, 2018 step-acquisition, we accounted for our investment in Good Karma under the equity method of accounting based upon our ability to exercise significant influence over the investee through our ownership interest and representation on Good Karma's board of directors. Our equity in the earnings of this investment was not material to our unaudited Condensed Consolidated Financial Statements for the three and six months ended June 30, 2018 . On October 12, 2018, we made a capital contribution to Good Karma of $3 million . Our current ownership interest in Good Karma is 69% . Discontinued Operations During the second quarter of 2018 , we recognized a net gain from discontinued operations of $1.9 million , net of tax, resulting from a tax refund received from the settlement of a state tax refund claim related to our 2013 sale of Morningstar Foods, LLC. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at June 30, 2019 and December 31, 2018 consisted of the following: June 30, 2019 December 31, 2018 (In thousands) Raw materials and supplies $ 112,285 $ 101,620 Finished goods 170,807 153,864 Total $ 283,092 $ 255,484 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets As of June 30, 2019 and December 31, 2018, the net carrying value of goodwill was zero . We recorded a total goodwill impairment charge of $190.7 million in December 2018 in connection with our quantitative impairment analysis. We have not acquired additional goodwill during the six months ended June 30, 2019 . The net carrying amounts of our intangible assets other than goodwill as of June 30, 2019 and December 31, 2018 were as follows: June 30, 2019 December 31, 2018 Acquisition Costs Impairment Accumulated Amortization Net Carrying Amount Acquisition Costs Impairment Accumulated Amortization Net Carrying Amount (In thousands) Intangible assets with indefinite lives: Trademarks $ 69,315 $ — $ — $ 69,315 $ 69,315 $ — $ — $ 69,315 Intangible assets with finite lives: Customer-related and other 83,545 — (47,507 ) 36,038 83,545 — (45,423 ) 38,122 Trademarks 230,709 (109,910 ) (82,837 ) 37,962 230,709 (109,910 ) (74,621 ) 46,178 Total $ 383,569 $ (109,910 ) $ (130,344 ) $ 143,315 $ 383,569 $ (109,910 ) $ (120,044 ) $ 153,615 Our finite-lived trademarks will be amortized on a straight-line basis over their remaining useful lives, which range from approximately 1 to 7 years , with a weighted-average remaining useful life of approximately 5 years . Amortization expense on intangible assets for the three months ended June 30, 2019 and 2018 was $5.2 million and $5.1 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): 2019 $ 20.6 2020 12.5 2021 10.8 2022 8.1 2023 7.3 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases We determine if an arrangement is or contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities and long-term operating lease liabilities in our unaudited Condensed Consolidated Balance Sheet. Finance leases are included in property, plant, and equipment, the current maturities of long-term debt and finance leases, as well as long-term debt, net in our unaudited Condensed Consolidated Balance Sheet. Our finance leases are not material. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. We use our estimated incremental borrowing rate derived from information available at the lease commencement date to determine the present value of our lease payments if a discount rate is not stated within the lease agreement. To estimate the incremental borrowing rate, we utilize a risk-free rate plus our incremental interest rate spread for collateralized debt, which is updated on a quarterly basis. We use multiple incremental borrowing rates that correspond to the term of the lease. We lease certain property, vehicles used in the distribution of our product, and equipment. As of June 30, 2019 , we had approximately 1,600 leases with remaining terms ranging from less than one year to 20 years . Our leases primarily consist of: • Land and buildings of our manufacturing facilities and corporate office • Leased vehicles within our direct-to-store delivery (“DSD”) system • Leased equipment primarily related to equipment used in the production of our products. We also have certain storage service agreements that may be treated as real estate leases. Storage agreements providing us with both fully dedicated square footage and the right to designate how the space is utilized are classified as a lease and included in the ROU asset and corresponding lease liability. To determine if a storage agreement has an embedded real estate lease we analyze the agreement to determine if the facility has space that is fully dedicated to storing and managing our products. If the space is fully dedicated to our products, we analyze whether or not we have the right and ability to dictate how the designated space will be utilized to manage our refrigerated and frozen products. Fixed payment amounts related to those agreements are included in the determination of the ROU asset and lease liability. Our senior secured revolving credit facility and our receivables backed securitization facility contain certain restrictions on finance lease activities as these are treated as indebtedness and subject to the indebtedness covenants pursuant to these credit agreements. See further discussion of debt facilities and covenant restrictions in Note 7 . Our lease terms may include options to extend or terminate the lease. We include options to extend the lease when it is reasonably certain that we will exercise that option based on the individual lease and our business objectives at lease inception. We have elected to not record leases with a term of 12 months or less on the balance sheet. Certain vehicle leases contain residual value guarantees (“RVG”). We continue to monitor whether amounts related to RVGs are probable of being owed. As of June 30, 2019 and December 31, 2018, we do not expect to make any payments related to RVGs, and our maximum exposure under those guarantees is not a material amount; therefore, we have excluded from the determination of lease payments. We have elected the practical expedient to combine the lease and non-lease components for all asset classes, except vehicles. For vehicles, we have three separate full service agreements, wherein the agreements provide for certain maintenance services to be included in the overall cost to lease the asset. We determined the stand-alone prices for each of the lease and non-lease components based on comparisons to similar supplier arrangements (such as the cost to lease a vehicle without maintenance services and the cost to obtain maintenance services for a non-leased vehicle). The total transaction price is allocated to the lease and non-lease components on a relative stand-alone price basis. The components of lease expenses were as follows (in thousands): Quarter ended Six months ended June 30, 2019 June 30, 2019 Operating lease cost $ 31,633 $ 63,028 Finance lease cost 367 673 Amortization of ROU assets 324 609 Interest on lease liability 43 64 Short term lease cost (1) $ 3,895 $ 8,741 Variable lease cost (2) 2,964 5,794 Sublease income (1,744 ) (3,324 ) Total net lease cost $ 37,115 $ 74,912 (1) Related to leases with a term of 12 months or less that are not recorded on the balance sheet. (2) Certain operating lease agreements require the payment of additional payments for maintenance, along with additional rentals based on miles driven or units produced. Supplemental balance sheet information related to leases was as follows (in thousands): As of June 30, 2019 Operating leases: Operating lease ROU asset $ 303,928 Current operating lease liabilities 93,090 Long-term operating lease liabilities 225,607 Total operating lease liabilities $ 318,697 The weighted-average remaining lease term of our operating leases as of June 30, 2019 was 4.8 years , and our weighted-average discount rate was 6.4% . Supplemental cash flow and other information related to leases was as follows (in thousands): Quarter ended Six months ended June 30, 2019 June 30, 2019 Operating cash flows information: Cash paid for amounts included in the measurement of lease liabilities $ 31,208 $ 62,222 Non-cash activity: Right of use assets obtained in exchange for operating lease obligations $ 9,823 $ 25,083 Maturities of operating lease liabilities were as follows (in thousands): As of June 30, 2019 2019 (excluding the six months ended June 30, 2019) $ 58,667 2020 94,448 2021 69,190 2022 49,428 2023 37,071 2024 25,098 Thereafter 32,933 Total lease payments $ 366,835 Less: imputed interest (48,138 ) Total lease obligations $ 318,697 Less: current obligations 93,090 Long-term lease obligations $ 225,607 Disclosures related to periods prior to adoption of the New Lease Standard Prior to the adoption of this standard, our future minimum payments under non-cancelable operating leases with terms in excess of one year were as follows (in thousands): As of December 31, 2018 2019 $ 118,827 2020 90,615 2021 64,501 2022 45,049 2023 32,771 Thereafter 50,998 Total minimum lease payments $ 402,761 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our long-term debt as of June 30, 2019 and December 31, 2018 consisted of the following: June 30, 2019 December 31, 2018 Amount Interest Rate Amount Interest Rate (In thousands, except percentages) Dean Foods Company debt obligations: Senior secured revolving credit facility $ 6,400 7.25 % * $ 19,300 4.65 % * Senior notes due 2023 700,000 6.50 700,000 6.50 706,400 719,300 Subsidiary debt obligations: Receivables securitization facility 280,000 3.89 * 190,000 3.54 * Finance lease and other 2,560 — 1,618 — 282,560 191,618 Subtotal 988,960 910,918 Unamortized debt issuance costs (4,025 ) (4,574 ) Total debt 984,935 906,344 Less current portion (1,060 ) (1,174 ) Total long-term portion $ 983,875 $ 905,170 * Represents a weighted average rate, including applicable interest rate margins. The scheduled debt maturities were as follows (in thousands): As of June 30, 2019 2019 $ 557 2020 541 2021 159 2022 280,170 2023 700,182 Thereafter(1) 7,351 Subtotal 988,960 Less unamortized debt issuance costs (4,025 ) Total debt $ 984,935 (1) Our senior secured revolving credit facility was extended on February 22, 2019 to a maturity date of February 22, 2024 that springs to September 15, 2022 in the event we don’t repay or refinance $700 million in aggregate principal amount of 6.50% senior notes due 2023 (the “2023 Notes”) on or prior to July 15, 2022. Senior Secured Revolving Credit Facility — On February 22, 2019, we entered into that certain Credit Agreement, by and among the Company, Coöperatieve Rabobank U.A., New York Branch, as administrative agent, and the lenders party thereto (the “Credit Agreement”), pursuant to which the lenders party thereto have provided us with a senior secured revolving borrowing base credit facility with a maximum facility amount of up to $265 million (the “Credit Facility”). Borrowings under the Credit Facility are limited to the lower of the maximum facility amount and borrowing base availability. The borrowing base availability amount is equal to 65% of the appraised value of certain of our real property and equipment. We have currently elected to include real estate and equipment with appraised values sufficient to support a borrowing base of $265 million . Our ability to access the full borrowing base is limited by the requirement under the Credit Agreement to maintain liquidity (defined to include available commitments under the Credit Facility and unrestricted cash on hand and/or cash restricted in favor of the lenders in an aggregate amount of up to $25 million for all such cash) in an amount equal to 50% of the borrowing base under the Credit Facility at any time when the Company's fixed charge coverage ratio is less than 1.05 to 1.00. The Credit Facility matures on February 22, 2024, with a September 15, 2022 springing maturity date in the event the 2023 Notes are not refinanced or repaid on or prior to July 15, 2022. A portion of the Credit Facility is available for the issuance of up to $25 million of standby letters of credit and up to $10 million of swing line loans. Loans outstanding under the Credit Facility bear interest, at our option, at either: (i) the Base Rate (as defined in the Credit Agreement) or (ii) the Adjusted Eurodollar Rate (as defined in the Credit Agreement), plus a margin of between 1.25% and 1.75% (in the case of Base Rate loans) or 2.25% and 2.75% (in the case of Eurodollar Rate loans), in each case based on our total net leverage ratio. We may make optional prepayments of the loans, in whole or in part, without penalty (other than applicable breakage and redeployment costs). Subject to certain exceptions and conditions described in the Credit Agreement, we will be obligated to prepay the Credit Facility, and with a 50% commitment reduction, with the net cash proceeds of certain asset sales and with casualty insurance proceeds relating to the assets not included in the borrowing base. The Credit Facility is guaranteed by our existing and future wholly owned material domestic subsidiaries, which are substantially all of our existing domestic subsidiaries other than the subsidiaries that are sellers under 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, voluntary payments of the 2023 Notes, 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. The Credit Agreement includes a fixed charge covenant that requires us to maintain a fixed charge coverage ratio of at least 1.05 to 1.00 at any time that our liquidity (defined to include available commitments under the Credit Facility and unrestricted cash on hand and/or cash restricted in favor of the lenders in an aggregate amount of up to $25 million for all such cash) at such time is less than 50% of the borrowing base under the Credit Facility. On June 28, 2019, we amended the Credit Agreement to, among other things, permit our borrowing base to equal 65% of the appraised value of the real property and equipment included in the appraisal report delivered to the administrative agent (up to maximum facility amount). In connection with the execution of the Credit Agreement, including the amendment thereof and post-closing appraisal work, we paid certain arrangement fees of approximately $4.9 million to lenders and other fees of approximately $1.9 million , which were capitalized and will be amortized to interest expense over the remaining term of the facility. Additionally, we wrote off $3.3 million of unamortized deferred financing costs in connection with the termination of that certain Credit Agreement, originally dated as of March 26, 2015, among the Company, Bank of America, N.A., as Administrative Agent and the lenders party thereto (as amended, the “prior credit agreement”). At June 30, 2019 , we had $6.4 million outstanding borrowings under the Credit Facility. Our average daily balance under the Credit Facility during the six months ended June 30, 2019 was $16.1 million . There were no letters of credit issued under the Credit Facility as of June 30, 2019 . 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, as is customary for receivables securitization facilities. 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 Receivables Securitization Facility is treated as a borrowing for accounting purposes. On January 17, 2019, we amended and restated the existing receivables purchase agreement ("Receivables Purchase Agreement") governing our Receivables Securitization Facility to, among other things, (i) waive compliance with the financial covenant in the Receivables Purchase Agreement requiring the Company to maintain a total net leverage ratio (as defined in the Receivables Purchase Agreement) of less than or equal to 4.25 to 1.00 for the test period ended December 31, 2018 (the “Financial Covenant”) and (ii) any cross default under the Receivables Purchase Agreement arising from non-compliance with the Financial Covenant under the prior Credit Facility. On February 22, 2019, we amended and restated the Receivables Purchase Agreement to, among other things, extend the liquidity termination date. The Receivables Purchase Agreement contains covenants consistent with those contained in the Credit Agreement. In connection with the execution of this amendment and restatement of the Receivables Purchase Agreement, we paid certain arrangement fees of approximately $2.2 million to lenders and other fees of approximately $0.5 million , which were capitalized and will be amortized to interest expense over the remaining term of the facility. Additionally, we wrote off $0.4 million of unamortized deferred financing costs in connection with prior amendments to the Receivables Purchase Agreement. Based on the monthly borrowing base formula, we had the ability to borrow up to $428.8 million of the total commitment amount under the Receivables Securitization Facility as of June 30, 2019 . The total amount of receivables sold to these entities as of June 30, 2019 was $496.5 million . During the first six months of 2019 , we borrowed $0.6 billion and repaid $0.5 billion under the facility with a remaining balance of $280.0 million as of June 30, 2019 . In addition to letters of credit in the aggregate amount of $147.9 million that were issued but undrawn, the remaining available borrowing capacity was $0.9 million at June 30, 2019 . Our average daily balance under this facility during the six months ended June 30, 2019 was $265.1 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 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 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. 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 unless certain customary conditions are met. The carrying value under the 2023 Notes at June 30, 2019 was $696.0 million , net of unamortized debt issuance costs of $4.0 million . See Note 8 for information regarding the fair value of the 2023 Notes as of June 30, 2019 . Finance Lease Obligations and Other — Finance lease obligations of $2.6 million and $1.6 million as of June 30, 2019 and December 31, 2018 , respectively, were primarily comprised of our leases for information technology equipment. See further discussion of our lease obligations in Note 6 |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 and December 31, 2018 , our derivatives recorded at fair value in our unaudited Condensed Consolidated Balance Sheets consisted of the following: Derivative Assets Derivative Liabilities June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 (In thousands) Commodities contracts — current(1) $ 935 $ 11 $ 666 $ 4,328 Commodities contracts — non-current(2) — — — — Total derivatives $ 935 $ 11 $ 666 $ 4,328 (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. (2) Derivative assets and liabilities that have settlement dates greater than 12 months from the respective balance sheet date are included in identifiable intangible and other assets, net and other long-term liabilities, respectively, in our unaudited Condensed Consolidated Balance Sheets. Fair Value Measurements Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, we follow a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets. • Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of June 30, 2019 is as follows (in thousands): Fair Value as of June 30, 2019 Level 1 Level 2 Level 3 Asset — Commodities contracts $ 935 $ — $ 935 $ — Liability — Commodities contracts 666 — 666 — A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 is as follows (in thousands): Fair Value as of December 31, 2018 Level 1 Level 2 Level 3 Asset — Commodities contracts $ 11 $ — $ 11 $ — Liability — Commodities contracts 4,328 — 4,328 — 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 value of the 2023 Notes was 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 amount and fair value of the 2023 Notes at June 30, 2019 and December 31, 2018 : June 30, 2019 December 31, 2018 Amount Outstanding Fair Value Amount Outstanding Fair Value (In thousands) Dean Foods Company senior notes due 2023 $ 700,000 $ 374,500 $ 700,000 $ 560,000 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 similar instruments in active markets. The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of June 30, 2019 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 3 $ — $ 3 $ — Mutual funds 1,862 — 1,862 — The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of December 31, 2018 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 6 $ — $ 6 $ — Mutual funds 1,693 — 1,693 — |
Common Stock and Share-Based Co
Common Stock and Share-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [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 accordance with our cash dividend policy, holders of our common stock will receive dividends when and as declared by our Board of Directors. In February 2019, our Board of Directors reviewed the Company's dividend policy and determined that it would be in the best interest of the stockholders to suspend dividend payments. Consequently, no dividends were paid in the first six months of 2019 . From 2015 through 2018, all awards of restricted stock units, performance stock units and phantom shares provided for cash dividend equivalent units, which vested in cash at the same time as the underlying award. A quarterly dividend of $0.09 per share was paid in March and June 2018 , totaling approximately $16.4 million for the first six months of 2018 . 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 the three and six months ended June 30, 2019 and 2018 . As of June 30, 2019 , $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 six months ended June 30, 2019 : Employees Non-Employee Directors Total RSUs outstanding at January 1, 2019 840,431 140,539 980,970 RSUs granted 1,415,236 268,373 1,683,609 Shares issued upon vesting of RSUs (198,935 ) (93,670 ) (292,605 ) RSUs canceled or forfeited(1) (346,147 ) (17,528 ) (363,675 ) RSUs outstanding at June 30, 2019 1,710,585 297,714 2,008,299 Weighted average grant date fair value $ 4.76 $ 4.84 $ 4.77 (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 — In 2016, we began granting performance stock units ("PSUs") as a part of our long-term incentive compensation program. PSUs cliff vest and settle 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 performance period. The PSUs are deemed granted in three separate one year tranches on the dates in which our Compensation Committee establishes the applicable annual performance goals. 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 fair value of the PSUs is remeasured at each reporting period. The following table summarizes PSU activity during the six months ended June 30, 2019 : PSUs Weighted Average Grant Date Fair Value Outstanding at January 1, 2019 291,773 $ 9.94 Granted 761,335 3.06 Vested (26,734 ) 18.93 Forfeited or canceled (86,659 ) 4.71 Performance adjustment(1) (240,761 ) 8.92 Outstanding at June 30, 2019 698,954 $ 3.10 (1) Represents an adjustment to the 2018 tranche of the 2016 , 2017 and 2018 PSU awards based on actual performance during the 2018 annual performance period in relation to the established performance goal for that period. The actual performance for the 2018 annual performance period was certified by the Compensation Committee of our Board of Directors in the first quarter of 2019 . 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 six months ended June 30, 2019 : Shares Weighted Average Grant Date Fair Value Outstanding at January 1, 2019 2,007,427 $ 11.35 Granted 4,536,703 3.05 Converted/paid (793,987 ) 12.55 Forfeited (711,805 ) 5.67 Outstanding at June 30, 2019 5,038,338 $ 4.49 Stock Options — The following table summarizes stock option activity during the six months ended June 30, 2019 : Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregate Intrinsic Value Options outstanding and exercisable at January 1, 2019 385,538 $ 14.55 Forfeited and canceled (231,523 ) 16.49 Options outstanding and exercisable at June 30, 2019 154,015 $ 11.64 1.25 — 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 2018 or 2019 , nor do we currently plan to in the future. At June 30, 2019 , 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 and six months ended June 30, 2019 and 2018 : Three Months Ended June 30 Six Months Ended June 30 2019 2018 2019 2018 (In thousands) RSUs $ 1,345 $ 1,399 $ 2,083 $ 2,545 PSUs 512 551 780 1,147 Phantom shares (21 ) 2,520 868 2,933 Total $ 1,836 $ 4,470 $ 3,731 $ 6,625 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2019 | |
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 and stock unit conversions were not included in the computation of diluted loss per share for the three and six months ended June 30, 2019 and 2018 as we incurred a loss from continuing operations for these periods and any effect on loss per share would have been anti-dilutive. The following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS: Three Months Ended June 30 Six Months Ended June 30 2019 2018 2019 2018 (In thousands, except share data) Basic loss per share computation: Numerator: Loss from continuing operations $ (64,863 ) $ (42,016 ) $ (126,690 ) $ (42,281 ) Net loss attributable to non-controlling interest 392 — 645 — Loss from continuing operations attributable to Dean Foods Company $ (64,471 ) $ (42,016 ) $ (126,045 ) $ (42,281 ) Denominator: Average common shares 91,758,807 91,342,652 91,643,179 91,267,748 Basic loss per share from continuing operations attributable to Dean Foods Company $ (0.70 ) $ (0.46 ) $ (1.38 ) $ (0.46 ) Diluted loss per share computation: Numerator: Loss from continuing operations $ (64,863 ) $ (42,016 ) $ (126,690 ) $ (42,281 ) Net loss attributable to non-controlling interest 392 — 645 — Loss from continuing operations attributable to Dean Foods Company $ (64,471 ) $ (42,016 ) $ (126,045 ) $ (42,281 ) Denominator: Average common shares — basic 91,758,807 91,342,652 91,643,179 91,267,748 Stock option conversion(1) — — — — RSUs and PSUs(2) — — — — Average common shares — diluted 91,758,807 91,342,652 91,643,179 91,267,748 Diluted loss per share from continuing operations attributable to Dean Foods Company $ (0.70 ) $ (0.46 ) $ (1.38 ) $ (0.46 ) (1) Anti-dilutive options excluded 158,090 443,169 221,249 473,149 (2) Anti-dilutive stock units excluded 2,806,677 1,202,367 2,256,674 1,057,057 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss) by component, net of tax, during the three months ended June 30, 2019 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at March 31, 2019 $ (91,698 ) $ (4,781 ) $ (96,479 ) Amounts reclassified from accumulated other comprehensive loss(1) 2,420 — 2,420 Net current-period other comprehensive income 2,420 — 2,420 Balance at June 30, 2019 $ (89,278 ) $ (4,781 ) $ (94,059 ) (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 12 . The changes in accumulated other comprehensive income (loss) by component, net of tax, during the three months ended June 30, 2018 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at March 31, 2018 $ (88,852 ) $ (4,781 ) $ (93,633 ) Other comprehensive income before reclassifications 3,210 — 3,210 Amounts reclassified from accumulated other comprehensive loss(1) (1,608 ) — (1,608 ) Net current-period other comprehensive income 1,602 — 1,602 Balance at June 30, 2018 $ (87,250 ) $ (4,781 ) $ (92,031 ) (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 12 . The changes in accumulated other comprehensive income (loss) by component, net of tax, during the six months ended June 30, 2019 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at December 31, 2018 $ (93,826 ) $ (4,781 ) $ (98,607 ) Amounts reclassified from accumulated other comprehensive loss(1) 4,548 — 4,548 Net current-period other comprehensive income 4,548 — 4,548 Balance at June 30, 2019 $ (89,278 ) $ (4,781 ) $ (94,059 ) (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 12 . The changes in accumulated other comprehensive income (loss) by component, net of tax, during the six months ended June 30, 2018 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at December 31, 2017 $ (73,629 ) $ (4,781 ) $ (78,410 ) Other comprehensive income before reclassifications 6,443 — 6,443 Amounts reclassified from accumulated other comprehensive loss(1) (3,217 ) — (3,217 ) Net current-period other comprehensive income 3,226 — 3,226 Reclassification of stranded tax effects related to the Tax Act(2) (16,847 ) — (16,847 ) Balance at June 30, 2018 $ (87,250 ) $ (4,781 ) $ (92,031 ) (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 12 . (2) The accumulated other comprehensive loss reclassification is related to a one-time reclassification to retained earnings for the stranded tax effects associated with our pension and post-retirement benefit plans resulting from the Tax Cuts and Jobs Act ("Tax Act"). |
Employee Retirement and Postret
Employee Retirement and Postretirement Benefits | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [Abstract] | |
Employee Retirement and Postretirement Benefits | Employee Retirement and Postretirement Benefits We sponsor various defined benefit and defined contribution retirement plans, including various employee savings and profit sharing plans, and contribute to various multiemployer pension plans on behalf of our employees. All full-time union and non-union employees who have met requirements pursuant to the plans are eligible to participate in one or more of these plans. Defined Benefit Plans — The benefits under our defined benefit plans are based on years of service and employee compensation. The following table sets forth the components of net periodic benefit cost for our defined benefit plans during the three and six months ended June 30, 2019 and 2018 : Three Months Ended June 30 Six Months Ended June 30 2019 2018 2019 2018 (In thousands) Components of net periodic benefit cost: Service cost $ 672 $ 732 $ 1,344 $ 1,464 Interest cost 3,084 2,828 6,168 5,656 Expected return on plan assets (3,996 ) (4,411 ) (7,992 ) (8,822 ) Amortizations: Prior service cost 108 108 216 216 Unrecognized net loss 2,440 2,130 4,880 4,260 Net periodic benefit cost $ 2,308 $ 1,387 $ 4,616 $ 2,774 We do not expect to make any contributions to the company-sponsored pension plans in 2019. Postretirement Benefits — Certain of our subsidiaries provide health care benefits to certain retirees who are covered under specific group contracts. The following table sets forth the components of net periodic benefit cost for our postretirement benefit plans during the three and six months ended June 30, 2019 and 2018 : Three Months Ended June 30 Six Months Ended June 30 2019 2018 2019 2018 (In thousands) Components of net periodic benefit cost: Service cost $ 154 $ 170 $ 308 $ 340 Interest cost 281 235 562 470 Amortizations: Prior service cost 23 23 46 46 Unrecognized net gain (151 ) (118 ) (302 ) (236 ) Net periodic benefit cost $ 307 $ 310 $ 614 $ 620 |
Asset Impairment Charges and Fa
Asset Impairment Charges and Facility Closing and Reorganization Costs | 6 Months Ended |
Jun. 30, 2019 | |
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, the planned closure of a facility, or deteriorations in operating cash flows. 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 8 . The results of our analysis indicated an impairment to our property, plant and equipment outside of facility closing and reorganization costs at two of our production facilities of $11.9 million during the six months ended June 30, 2019 and at one production facility of $2.2 million during the six months ended June 30, 2018 , respectively. The impairments were the result of declines in profitability both on a historical and forecasted basis. 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 and reorganization strategies are summarized as follows: Three Months Ended June 30 Six Months Ended June 30 2019 2018 2019 2018 (In thousands) Closure of facilities, net(1) $ 3,300 $ 59,229 $ 6,323 $ 61,591 Organizational effectiveness(2) — — — (331 ) Enterprise-wide cost productivity plan(3) 4,100 8,432 5,409 14,863 Facility closing and reorganization costs, net $ 7,400 $ 67,661 $ 11,732 $ 76,123 (1) Reflects charges, net of gains on the sales of assets, associated with closed facilities that were incurred in 2019 and 2018 . These charges are primarily related to facility closures in Braselton, GA; Louisville, KY; Erie, PA; Huntley, IL; Thief River Falls, MN; Lynn, MA; Livonia, MI; Richmond, Virginia; Orem, Utah; New Orleans, Louisiana; Rochester, Indiana; Riverside, California; Denver, Colorado; and Buena Park, California. The net gain during the three months ended June 30, 2019 was primarily due to gains from the sale of properties for which we recognized restructuring charges in previous periods. We have incurred net charges to date of $118.2 million related to these facility closures through June 30, 2019 . We expect to incur additional charges related to these facility closures of approximately $1.3 million related to shutdown, contract termination and other costs. (2) During 2017, we initiated a company-wide, multi-phase organizational effectiveness assessment to better align each key function of the Company with our strategic plan. This initiative has resulted in headcount reductions due to changes to our organizational structure, and the charges shown in the table above are primarily comprised of severance benefits and other employee-related costs associated with these organizational changes. We do not expect to incur any material additional costs associated with this initiative. (3) In the fourth quarter of 2017, we announced an enterprise-wide cost productivity plan, which includes rescaling our supply chain, optimizing spend management and integrating our operating model. This plan has resulted in headcount reductions due to changes to our organizational structure, and the charges shown in the table above are primarily comprised of severance benefits and other employee-related costs associated with these changes. Efforts with respect to the enterprise-wide cost productivity plan are ongoing, and we expect that we will incur additional costs in the coming months associated with the approval and implementation of additional phases of the plan; however, as specific details of these phases have not been finalized and approved, future costs are not yet estimable. Activity with respect to facility closing and reorganization costs during the six months ended June 30, 2019 is summarized below and includes items expensed as incurred: Accrued Charges at December 31, 2018 Charges and Adjustments Payments Accrued Charges at June 30, 2019 (In thousands) Cash charges: Workforce reduction costs $ 13,213 $ 4,270 $ (6,905 ) $ 10,578 Shutdown costs — 5,290 (5,290 ) — Lease obligations after shutdown 1,368 120 (723 ) 765 Other — 1,549 (1,549 ) — Subtotal $ 14,581 11,229 $ (14,467 ) $ 11,343 Non-cash charges: Write-down of assets (1) 2,139 Gain on sale/disposal of related assets (1,730 ) Other, net 94 Subtotal 503 Total $ 11,732 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
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 our milk supply agreement 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, our milk supply agreement with DFA related to the promissory note. 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. See further discussion of our lease obligations within Note 6 . 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 — We are party from time to time to certain pending or threatened legal proceedings in the ordinary course of our business. Potential liabilities associated with these 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 | 6 Months Ended |
Jun. 30, 2019 | |
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 58 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 DSD systems in the United States. Our Chief Executive Officer evaluates the performance of our business based on operating income or loss and operating cash flows 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 and six months ended June 30, 2019 and 2018 . None of our long-lived assets are associated with our foreign operations. Significant Customers — Our largest customer accounted for approximately 14.8% and 15.6% of our consolidated net sales in the three months ended June 30, 2019 and 2018 , respectively and accounted for 14.4% and 16.1% of our consolidated net sales in the six months ended June 30, 2019 and 2018 , respectively. |
Basis of Presentation and Rec_2
Basis of Presentation and Recently Adopted Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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. |
Basis of Presentation and Consolidation | Basis of Presentation — The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information as well as instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, we have reflected all material adjustments of a normal and recurring nature necessary for the fair presentation of the results for the periods presented. For further information, refer to the Consolidated Financial Statements and footnotes included in our Annual Report on Form 10-K for the years ended December 31, 2019 and 2018 . 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 ASU No. 2016-02 — We adopted ASU 2016-02, Leases (Topic 842) (the New Lease Standard) as of January 1, 2019. The New Lease Standard requires lessees to recognize a right-of-use (ROU) asset and a lease liability on the balance sheet for operating leases. Accounting for finance leases is substantially unchanged. We adopted the New Lease Standard using the comparative reporting at adoption method. Under this method, financial results reported in periods prior to January 1, 2019 are unchanged. We also elected the package of practical expedients which among other things, does not require reassessment of lease classification. We have implemented processes and a lease accounting system to ensure adequate internal controls are in place to assess our contracts and enable proper accounting and reporting of financial information. The adoption of this standard had a significant impact to our condensed consolidated balance sheet due to the recognition of approximately $358 million of operating lease liabilities with corresponding operating lease ROU assets as of January 1, 2019. See Note 6 for further discussion. Recently Issued Accounting Pronouncements Effective in 2020 ASU No. 2018-13 — In August 2018, the FASB issued ASU 2018-13, Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement . The amendments were issued as a part of the FASB's disclosure framework project, which seeks to improve the effectiveness of disclosures in the notes to the financial statements. The new guidance is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted in any interim period after issuance of this guidance. We do not intend to early adopt this ASU. We do not expect the adoption of ASU 2018-13 to have a material impact on our financial statements. ASU No. 2018-15 — In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new guidance is effective for public entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating the impact ASU 2018-15 will have on our financial statements. We do not intend to early adopt this ASU. We do not expect the adoption of ASU 2018-15 to have a material impact on our financial statements. Effective in 2021 ASU No. 2018-14 — In August 2018, the FASB issued ASU 2018-14, Compensation — Retirement Benefits —Defined Benefit Plans — General (Subtopic 715-20): Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans , which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing disclosures that no longer are considered cost beneficial, clarifying the specific requirements of disclosures, and adding disclosure requirements identified as relevant. The amendments were issued as a part of the FASB's disclosure framework project, which seeks to improve the effectiveness of disclosures in the notes to the financial statements. The new guidance is effective for public entities for fiscal years beginning after December 15, 2020. Early adoption is permitted. We do not intend to early adopt this ASU. The amendments should be applied retrospectively. We do not expect the adoption of ASU 2018-14 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, the planned closure of a facility, or deteriorations in operating cash flows. 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 8 . |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents a disaggregation of our net sales by product type and revenue source. We believe these categories most appropriately depict the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with our customers. Three Months Ended Six Months Ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 (In thousands) Fluid milk $ 1,092,856 $ 1,157,288 $ 2,227,752 $ 2,417,222 Ice cream(1) 316,398 321,005 541,598 560,603 Fresh cream(2) 104,143 99,816 200,518 191,766 Extended shelf life and other dairy products(3) 44,571 46,183 88,156 91,425 Cultured 64,839 65,504 126,746 129,670 Other beverages(4) 65,580 66,700 133,990 137,044 Other(5) 27,756 30,794 46,651 63,098 Subtotal 1,716,143 1,787,290 3,365,411 3,590,828 Sales of excess raw materials 90,122 122,880 208,515 274,682 Sales of other bulk commodities 37,233 41,060 65,006 66,227 Total net sales $ 1,843,498 $ 1,951,230 $ 3,638,932 $ 3,931,737 (1) Includes ice cream, ice cream mix and ice cream novelties. (2) Includes half-and-half and whipping creams. (3) Includes creamers and other extended shelf life fluids. (4) Includes fruit juice, fruit flavored drinks, iced tea, water and flax-based milk. (5) Includes items for resale such as butter, cheese, eggs and milkshakes. The following table presents a disaggregation of our net product sales between sales of Company-branded products versus sales of private label products: Three Months Ended Six Months Ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 (In thousands) Branded products $ 856,984 $ 871,269 $ 1,708,480 $ 1,763,395 Private label products 859,159 916,021 1,656,931 1,827,433 Subtotal 1,716,143 1,787,290 3,365,411 3,590,828 Sales of excess raw materials 90,122 122,880 208,515 274,682 Sales of other bulk commodities 37,233 41,060 65,006 66,227 Total net sales $ 1,843,498 $ 1,951,230 $ 3,638,932 $ 3,931,737 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories at June 30, 2019 and December 31, 2018 consisted of the following: June 30, 2019 December 31, 2018 (In thousands) Raw materials and supplies $ 112,285 $ 101,620 Finished goods 170,807 153,864 Total $ 283,092 $ 255,484 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 and December 31, 2018 were as follows: June 30, 2019 December 31, 2018 Acquisition Costs Impairment Accumulated Amortization Net Carrying Amount Acquisition Costs Impairment Accumulated Amortization Net Carrying Amount (In thousands) Intangible assets with indefinite lives: Trademarks $ 69,315 $ — $ — $ 69,315 $ 69,315 $ — $ — $ 69,315 Intangible assets with finite lives: Customer-related and other 83,545 — (47,507 ) 36,038 83,545 — (45,423 ) 38,122 Trademarks 230,709 (109,910 ) (82,837 ) 37,962 230,709 (109,910 ) (74,621 ) 46,178 Total $ 383,569 $ (109,910 ) $ (130,344 ) $ 143,315 $ 383,569 $ (109,910 ) $ (120,044 ) $ 153,615 |
Schedule of Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense | Estimated aggregate intangible asset amortization expense for the next five years is as follows (in millions): 2019 $ 20.6 2020 12.5 2021 10.8 2022 8.1 2023 7.3 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense and Supplemental Cash Flow and Other Information | The components of lease expenses were as follows (in thousands): Quarter ended Six months ended June 30, 2019 June 30, 2019 Operating lease cost $ 31,633 $ 63,028 Finance lease cost 367 673 Amortization of ROU assets 324 609 Interest on lease liability 43 64 Short term lease cost (1) $ 3,895 $ 8,741 Variable lease cost (2) 2,964 5,794 Sublease income (1,744 ) (3,324 ) Total net lease cost $ 37,115 $ 74,912 (1) Related to leases with a term of 12 months or less that are not recorded on the balance sheet. (2) Certain operating lease agreements require the payment of additional payments for maintenance, along with additional rentals based on miles driven or units produced. Supplemental cash flow and other information related to leases was as follows (in thousands): Quarter ended Six months ended June 30, 2019 June 30, 2019 Operating cash flows information: Cash paid for amounts included in the measurement of lease liabilities $ 31,208 $ 62,222 Non-cash activity: Right of use assets obtained in exchange for operating lease obligations $ 9,823 $ 25,083 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in thousands): As of June 30, 2019 Operating leases: Operating lease ROU asset $ 303,928 Current operating lease liabilities 93,090 Long-term operating lease liabilities 225,607 Total operating lease liabilities $ 318,697 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows (in thousands): As of June 30, 2019 2019 (excluding the six months ended June 30, 2019) $ 58,667 2020 94,448 2021 69,190 2022 49,428 2023 37,071 2024 25,098 Thereafter 32,933 Total lease payments $ 366,835 Less: imputed interest (48,138 ) Total lease obligations $ 318,697 Less: current obligations 93,090 Long-term lease obligations $ 225,607 |
Schedule of Future Minimum Payments for Operating Leases | Prior to the adoption of this standard, our future minimum payments under non-cancelable operating leases with terms in excess of one year were as follows (in thousands): As of December 31, 2018 2019 $ 118,827 2020 90,615 2021 64,501 2022 45,049 2023 32,771 Thereafter 50,998 Total minimum lease payments $ 402,761 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | Our long-term debt as of June 30, 2019 and December 31, 2018 consisted of the following: June 30, 2019 December 31, 2018 Amount Interest Rate Amount Interest Rate (In thousands, except percentages) Dean Foods Company debt obligations: Senior secured revolving credit facility $ 6,400 7.25 % * $ 19,300 4.65 % * Senior notes due 2023 700,000 6.50 700,000 6.50 706,400 719,300 Subsidiary debt obligations: Receivables securitization facility 280,000 3.89 * 190,000 3.54 * Finance lease and other 2,560 — 1,618 — 282,560 191,618 Subtotal 988,960 910,918 Unamortized debt issuance costs (4,025 ) (4,574 ) Total debt 984,935 906,344 Less current portion (1,060 ) (1,174 ) Total long-term portion $ 983,875 $ 905,170 * Represents a weighted average rate, including applicable interest rate margins. |
Schedule of Maturities of Long-Term Debt | The scheduled debt maturities were as follows (in thousands): As of June 30, 2019 2019 $ 557 2020 541 2021 159 2022 280,170 2023 700,182 Thereafter(1) 7,351 Subtotal 988,960 Less unamortized debt issuance costs (4,025 ) Total debt $ 984,935 (1) Our senior secured revolving credit facility was extended on February 22, 2019 to a maturity date of February 22, 2024 that springs to September 15, 2022 in the event we don’t repay or refinance $700 million in aggregate principal amount of 6.50% senior notes due 2023 (the “2023 Notes”) on or prior to July 15, 2022. |
Derivative Financial Instrume_2
Derivative Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivatives Recorded at Fair Value in Unaudited Condensed Consolidated Balance Sheets | At June 30, 2019 and December 31, 2018 , our derivatives recorded at fair value in our unaudited Condensed Consolidated Balance Sheets consisted of the following: Derivative Assets Derivative Liabilities June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 (In thousands) Commodities contracts — current(1) $ 935 $ 11 $ 666 $ 4,328 Commodities contracts — non-current(2) — — — — Total derivatives $ 935 $ 11 $ 666 $ 4,328 (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. (2) Derivative assets and liabilities that have settlement dates greater than 12 months from the respective balance sheet date are included in identifiable intangible and other assets, net and other long-term liabilities, respectively, in our unaudited Condensed Consolidated Balance Sheets. |
Schedule of Derivative Assets and Liabilities Measured at Fair Value on Recurring Basis | A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of June 30, 2019 is as follows (in thousands): Fair Value as of June 30, 2019 Level 1 Level 2 Level 3 Asset — Commodities contracts $ 935 $ — $ 935 $ — Liability — Commodities contracts 666 — 666 — A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 is as follows (in thousands): Fair Value as of December 31, 2018 Level 1 Level 2 Level 3 Asset — Commodities contracts $ 11 $ — $ 11 $ — Liability — Commodities contracts 4,328 — 4,328 — |
Schedule of Carrying Value and Fair Value of Senior Notes and Subsidiary Senior Notes | The following table presents the outstanding principal amount and fair value of the 2023 Notes at June 30, 2019 and December 31, 2018 : June 30, 2019 December 31, 2018 Amount Outstanding Fair Value Amount Outstanding Fair Value (In thousands) Dean Foods Company senior notes due 2023 $ 700,000 $ 374,500 $ 700,000 $ 560,000 |
Schedule of SERP Assets Measured at Fair Value on Recurring Basis | The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of June 30, 2019 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 3 $ — $ 3 $ — Mutual funds 1,862 — 1,862 — The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of December 31, 2018 (in thousands): Total Level 1 Level 2 Level 3 Money market $ 6 $ — $ 6 $ — Mutual funds 1,693 — 1,693 — |
Common Stock and Share-Based _2
Common Stock and Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Unit Activity | The following table summarizes PSU activity during the six months ended June 30, 2019 : PSUs Weighted Average Grant Date Fair Value Outstanding at January 1, 2019 291,773 $ 9.94 Granted 761,335 3.06 Vested (26,734 ) 18.93 Forfeited or canceled (86,659 ) 4.71 Performance adjustment(1) (240,761 ) 8.92 Outstanding at June 30, 2019 698,954 $ 3.10 (1) Represents an adjustment to the 2018 tranche of the 2016 , 2017 and 2018 PSU awards based on actual performance during the 2018 annual performance period in relation to the established performance goal for that period. The actual performance for the 2018 annual performance period was certified by the Compensation Committee of our Board of Directors in the first quarter of 2019 . The following table summarizes RSU activity during the six months ended June 30, 2019 : Employees Non-Employee Directors Total RSUs outstanding at January 1, 2019 840,431 140,539 980,970 RSUs granted 1,415,236 268,373 1,683,609 Shares issued upon vesting of RSUs (198,935 ) (93,670 ) (292,605 ) RSUs canceled or forfeited(1) (346,147 ) (17,528 ) (363,675 ) RSUs outstanding at June 30, 2019 1,710,585 297,714 2,008,299 Weighted average grant date fair value $ 4.76 $ 4.84 $ 4.77 (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. |
Schedule of Phantom Share Activity | The following table summarizes the phantom share activity during the six months ended June 30, 2019 : Shares Weighted Average Grant Date Fair Value Outstanding at January 1, 2019 2,007,427 $ 11.35 Granted 4,536,703 3.05 Converted/paid (793,987 ) 12.55 Forfeited (711,805 ) 5.67 Outstanding at June 30, 2019 5,038,338 $ 4.49 |
Schedule of Stock Option Activity | The following table summarizes stock option activity during the six months ended June 30, 2019 : Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregate Intrinsic Value Options outstanding and exercisable at January 1, 2019 385,538 $ 14.55 Forfeited and canceled (231,523 ) 16.49 Options outstanding and exercisable at June 30, 2019 154,015 $ 11.64 1.25 — |
Schedule of Share-Based Compensation Expense Recognized | The following table summarizes the share-based compensation expense recognized during the three and six months ended June 30, 2019 and 2018 : Three Months Ended June 30 Six Months Ended June 30 2019 2018 2019 2018 (In thousands) RSUs $ 1,345 $ 1,399 $ 2,083 $ 2,545 PSUs 512 551 780 1,147 Phantom shares (21 ) 2,520 868 2,933 Total $ 1,836 $ 4,470 $ 3,731 $ 6,625 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerators and Denominators used in Computations of Both Basic and Diluted Earnings Per Share | The following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS: Three Months Ended June 30 Six Months Ended June 30 2019 2018 2019 2018 (In thousands, except share data) Basic loss per share computation: Numerator: Loss from continuing operations $ (64,863 ) $ (42,016 ) $ (126,690 ) $ (42,281 ) Net loss attributable to non-controlling interest 392 — 645 — Loss from continuing operations attributable to Dean Foods Company $ (64,471 ) $ (42,016 ) $ (126,045 ) $ (42,281 ) Denominator: Average common shares 91,758,807 91,342,652 91,643,179 91,267,748 Basic loss per share from continuing operations attributable to Dean Foods Company $ (0.70 ) $ (0.46 ) $ (1.38 ) $ (0.46 ) Diluted loss per share computation: Numerator: Loss from continuing operations $ (64,863 ) $ (42,016 ) $ (126,690 ) $ (42,281 ) Net loss attributable to non-controlling interest 392 — 645 — Loss from continuing operations attributable to Dean Foods Company $ (64,471 ) $ (42,016 ) $ (126,045 ) $ (42,281 ) Denominator: Average common shares — basic 91,758,807 91,342,652 91,643,179 91,267,748 Stock option conversion(1) — — — — RSUs and PSUs(2) — — — — Average common shares — diluted 91,758,807 91,342,652 91,643,179 91,267,748 Diluted loss per share from continuing operations attributable to Dean Foods Company $ (0.70 ) $ (0.46 ) $ (1.38 ) $ (0.46 ) (1) Anti-dilutive options excluded 158,090 443,169 221,249 473,149 (2) Anti-dilutive stock units excluded 2,806,677 1,202,367 2,256,674 1,057,057 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component | The changes in accumulated other comprehensive income (loss) by component, net of tax, during the three months ended June 30, 2019 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at March 31, 2019 $ (91,698 ) $ (4,781 ) $ (96,479 ) Amounts reclassified from accumulated other comprehensive loss(1) 2,420 — 2,420 Net current-period other comprehensive income 2,420 — 2,420 Balance at June 30, 2019 $ (89,278 ) $ (4,781 ) $ (94,059 ) (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 12 . The changes in accumulated other comprehensive income (loss) by component, net of tax, during the three months ended June 30, 2018 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at March 31, 2018 $ (88,852 ) $ (4,781 ) $ (93,633 ) Other comprehensive income before reclassifications 3,210 — 3,210 Amounts reclassified from accumulated other comprehensive loss(1) (1,608 ) — (1,608 ) Net current-period other comprehensive income 1,602 — 1,602 Balance at June 30, 2018 $ (87,250 ) $ (4,781 ) $ (92,031 ) (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 12 . The changes in accumulated other comprehensive income (loss) by component, net of tax, during the six months ended June 30, 2019 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at December 31, 2018 $ (93,826 ) $ (4,781 ) $ (98,607 ) Amounts reclassified from accumulated other comprehensive loss(1) 4,548 — 4,548 Net current-period other comprehensive income 4,548 — 4,548 Balance at June 30, 2019 $ (89,278 ) $ (4,781 ) $ (94,059 ) (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 12 . The changes in accumulated other comprehensive income (loss) by component, net of tax, during the six months ended June 30, 2018 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance at December 31, 2017 $ (73,629 ) $ (4,781 ) $ (78,410 ) Other comprehensive income before reclassifications 6,443 — 6,443 Amounts reclassified from accumulated other comprehensive loss(1) (3,217 ) — (3,217 ) Net current-period other comprehensive income 3,226 — 3,226 Reclassification of stranded tax effects related to the Tax Act(2) (16,847 ) — (16,847 ) Balance at June 30, 2018 $ (87,250 ) $ (4,781 ) $ (92,031 ) (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 12 . (2) The accumulated other comprehensive loss reclassification is related to a one-time reclassification to retained earnings for the stranded tax effects associated with our pension and post-retirement benefit plans resulting from the Tax Cuts and Jobs Act ("Tax Act"). |
Employee Retirement and Postr_2
Employee Retirement and Postretirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Defined Benefit Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Components of Net Periodic Benefit Cost | The following table sets forth the components of net periodic benefit cost for our defined benefit plans during the three and six months ended June 30, 2019 and 2018 : Three Months Ended June 30 Six Months Ended June 30 2019 2018 2019 2018 (In thousands) Components of net periodic benefit cost: Service cost $ 672 $ 732 $ 1,344 $ 1,464 Interest cost 3,084 2,828 6,168 5,656 Expected return on plan assets (3,996 ) (4,411 ) (7,992 ) (8,822 ) Amortizations: Prior service cost 108 108 216 216 Unrecognized net loss 2,440 2,130 4,880 4,260 Net periodic benefit cost $ 2,308 $ 1,387 $ 4,616 $ 2,774 |
Postretirement Benefits | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Components of Net Periodic Benefit Cost | The following table sets forth the components of net periodic benefit cost for our postretirement benefit plans during the three and six months ended June 30, 2019 and 2018 : Three Months Ended June 30 Six Months Ended June 30 2019 2018 2019 2018 (In thousands) Components of net periodic benefit cost: Service cost $ 154 $ 170 $ 308 $ 340 Interest cost 281 235 562 470 Amortizations: Prior service cost 23 23 46 46 Unrecognized net gain (151 ) (118 ) (302 ) (236 ) Net periodic benefit cost $ 307 $ 310 $ 614 $ 620 |
Asset Impairment Charges and _2
Asset Impairment Charges and Facility Closing and Reorganization Costs (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Approved Plans and Related Charges | Costs associated with approved plans within our ongoing network optimization and reorganization strategies are summarized as follows: Three Months Ended June 30 Six Months Ended June 30 2019 2018 2019 2018 (In thousands) Closure of facilities, net(1) $ 3,300 $ 59,229 $ 6,323 $ 61,591 Organizational effectiveness(2) — — — (331 ) Enterprise-wide cost productivity plan(3) 4,100 8,432 5,409 14,863 Facility closing and reorganization costs, net $ 7,400 $ 67,661 $ 11,732 $ 76,123 (1) Reflects charges, net of gains on the sales of assets, associated with closed facilities that were incurred in 2019 and 2018 . These charges are primarily related to facility closures in Braselton, GA; Louisville, KY; Erie, PA; Huntley, IL; Thief River Falls, MN; Lynn, MA; Livonia, MI; Richmond, Virginia; Orem, Utah; New Orleans, Louisiana; Rochester, Indiana; Riverside, California; Denver, Colorado; and Buena Park, California. The net gain during the three months ended June 30, 2019 was primarily due to gains from the sale of properties for which we recognized restructuring charges in previous periods. We have incurred net charges to date of $118.2 million related to these facility closures through June 30, 2019 . We expect to incur additional charges related to these facility closures of approximately $1.3 million related to shutdown, contract termination and other costs. (2) During 2017, we initiated a company-wide, multi-phase organizational effectiveness assessment to better align each key function of the Company with our strategic plan. This initiative has resulted in headcount reductions due to changes to our organizational structure, and the charges shown in the table above are primarily comprised of severance benefits and other employee-related costs associated with these organizational changes. We do not expect to incur any material additional costs associated with this initiative. (3) In the fourth quarter of 2017, we announced an enterprise-wide cost productivity plan, which includes rescaling our supply chain, optimizing spend management and integrating our operating model. This plan has resulted in headcount reductions due to changes to our organizational structure, and the charges shown in the table above are primarily comprised of severance benefits and other employee-related costs associated with these changes. Efforts with respect to the enterprise-wide cost productivity plan are ongoing, and we expect that we will incur additional costs in the coming months associated with the approval and implementation of additional phases of the plan; however, as specific details of these phases have not been finalized and approved, future costs are not yet estimable. |
Schedule of Facility Closing and Reorganization Costs | Activity with respect to facility closing and reorganization costs during the six months ended June 30, 2019 is summarized below and includes items expensed as incurred: Accrued Charges at December 31, 2018 Charges and Adjustments Payments Accrued Charges at June 30, 2019 (In thousands) Cash charges: Workforce reduction costs $ 13,213 $ 4,270 $ (6,905 ) $ 10,578 Shutdown costs — 5,290 (5,290 ) — Lease obligations after shutdown 1,368 120 (723 ) 765 Other — 1,549 (1,549 ) — Subtotal $ 14,581 11,229 $ (14,467 ) $ 11,343 Non-cash charges: Write-down of assets (1) 2,139 Gain on sale/disposal of related assets (1,730 ) Other, net 94 Subtotal 503 Total $ 11,732 (1) The write-down of assets relates primarily to owned buildings, land and equipment of previously closed facilities. 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 previously closed. Our methodology for testing the recoverability of the assets is consistent with the methodology described in the "Asset Impairment Charges" section above. |
Basis of Presentation and Rec_3
Basis of Presentation and Recently Adopted Accounting Pronouncements - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease liabilities | $ 318,697 | ||
Operating lease ROU assets | $ 303,928 | $ 0 | |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease liabilities | $ 358,000 | ||
Operating lease ROU assets | $ 358,000 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Credit terms (less than) | 30 days |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 1,843,498 | $ 1,951,230 | $ 3,638,932 | $ 3,931,737 |
Product | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,716,143 | 1,787,290 | 3,365,411 | 3,590,828 |
Fluid milk | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,092,856 | 1,157,288 | 2,227,752 | 2,417,222 |
Ice cream | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 316,398 | 321,005 | 541,598 | 560,603 |
Fresh cream | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 104,143 | 99,816 | 200,518 | 191,766 |
Extended shelf life and other dairy products | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 44,571 | 46,183 | 88,156 | 91,425 |
Cultured | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 64,839 | 65,504 | 126,746 | 129,670 |
Other beverages | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 65,580 | 66,700 | 133,990 | 137,044 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 27,756 | 30,794 | 46,651 | 63,098 |
Branded products | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 856,984 | 871,269 | 1,708,480 | 1,763,395 |
Private label products | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 859,159 | 916,021 | 1,656,931 | 1,827,433 |
Sales of excess raw materials | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 90,122 | 122,880 | 208,515 | 274,682 |
Sales of other bulk commodities | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 37,233 | $ 41,060 | $ 65,006 | $ 66,227 |
Investment in Affiliates and _2
Investment in Affiliates and Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | Oct. 12, 2018 | Jun. 29, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2019 | Jun. 30, 2018 |
Schedule of Equity Method Investments [Line Items] | |||||||
Equity in earnings of joint venture | $ 688 | $ 1,699 | $ 2,643 | $ 3,599 | |||
Payments to noncontrolling interests | 28 | 0 | |||||
Gain on sale of discontinued operations, net of tax | 0 | 1,922 | 0 | 1,922 | |||
Organic Valley Fresh Joint Venture | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Payments to acquire equity method investment | $ 2,000 | ||||||
Equity in earnings of joint venture | $ (700) | $ 1,700 | $ 2,600 | $ 3,600 | |||
Ownership interest by parent (as a percent) | 50.00% | ||||||
Good Karma | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest by parent (as a percent) | 67.00% | 69.00% | 69.00% | ||||
Additional investment | $ 15,000 | ||||||
Payments to noncontrolling interests | $ 3,000 |
Inventories - Summary (Details)
Inventories - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 112,285 | $ 101,620 |
Finished goods | 170,807 | 153,864 |
Total | $ 283,092 | $ 255,484 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying value of goodwill | $ 0 | $ 0 | $ 0 | ||
Goodwill impairment charge | $ 190,700,000 | ||||
Amortization expense on intangible assets | $ 5,150,000 | $ 5,078,000 | $ 10,300,000 | $ 10,156,000 | |
Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted-average amortization period | 5 years | ||||
Trademarks | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 1 year | ||||
Trademarks | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 7 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Intangible Assets other than Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Intangible assets with finite lives: | ||
Intangible assets with finite lives, impairment | $ (109,910) | $ (109,910) |
Intangible assets with finite lives, Accumulated Amortization | (130,344) | (120,044) |
Intangible assets, Acquisition Costs | 383,569 | 383,569 |
Intangible assets, Net Carrying Amount | 143,315 | 153,615 |
Customer-related and other | ||
Intangible assets with finite lives: | ||
Intangible assets with finite lives, Acquisition Costs | 83,545 | 83,545 |
Intangible assets with finite lives, impairment | 0 | 0 |
Intangible assets with finite lives, Accumulated Amortization | (47,507) | (45,423) |
Intangible assets with finite lives, Net Carrying Amount | 36,038 | 38,122 |
Trademarks | ||
Intangible assets with finite lives: | ||
Intangible assets with finite lives, Acquisition Costs | 230,709 | 230,709 |
Intangible assets with finite lives, impairment | (109,910) | (109,910) |
Intangible assets with finite lives, Accumulated Amortization | (82,837) | (74,621) |
Intangible assets with finite lives, Net Carrying Amount | 37,962 | 46,178 |
Trademarks | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets with indefinite lives, Acquisition Costs | $ 69,315 | $ 69,315 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Aggregate Intangible Asset Amortization Expense (Details) $ in Millions | Jun. 30, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2019 | $ 20.6 |
2020 | 12.5 |
2021 | 10.8 |
2022 | 8.1 |
2023 | $ 7.3 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 6 Months Ended |
Jun. 30, 2019lease | |
Lessee, Lease, Description [Line Items] | |
Number of leases | 1,600 |
Weighted-average remaining term of operating leases | 4 years 9 months 18 days |
Weighted-average discount rate of operating leases (as a percent) | 6.40% |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 20 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 31,633 | $ 63,028 |
Finance lease cost | 367 | 673 |
Amortization of ROU assets | 324 | 609 |
Interest on lease liability | 43 | 64 |
Short term lease cost | 3,895 | 8,741 |
Variable lease cost | 2,964 | 5,794 |
Sublease income | (1,744) | (3,324) |
Total net lease cost | $ 37,115 | $ 74,912 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Operating leases: | ||
Operating lease ROU asset | $ 303,928 | $ 0 |
Liabilities | ||
Current operating lease liabilities | 93,090 | 0 |
Long-term operating lease liabilities | 225,607 | $ 0 |
Total operating lease liabilities | $ 318,697 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Operating cash flows information: | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 31,208 | $ 62,222 |
Non-cash activity: | ||
Right of use assets obtained in exchange for operating lease obligations | $ 9,823 | $ 25,083 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Operating Leases | ||
2019 (excluding the six months ended June 30, 2019) | $ 58,667 | |
2020 | 94,448 | |
2021 | 69,190 | |
2022 | 49,428 | |
2023 | 37,071 | |
2024 | 25,098 | |
Thereafter | 32,933 | |
Total lease payments | 366,835 | |
Less: imputed interest | (48,138) | |
Total operating lease liabilities | 318,697 | |
Less: current obligations | 93,090 | $ 0 |
Long-term lease obligations | $ 225,607 | 0 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2019 | 118,827 | |
2020 | 90,615 | |
2021 | 64,501 | |
2022 | 45,049 | |
2023 | 32,771 | |
Thereafter | 50,998 | |
Total minimum lease payments | $ 402,761 |
Debt - Summary (Details)
Debt - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Subtotal | $ 988,960 | $ 910,918 |
Unamortized debt issuance costs | (4,025) | (4,574) |
Total debt | 984,935 | 906,344 |
Less current portion | (1,060) | (1,174) |
Total long-term portion | 983,875 | 905,170 |
Dean Foods Company debt obligations: | ||
Debt Instrument [Line Items] | ||
Total debt | 706,400 | 719,300 |
Dean Foods Company debt obligations: | Senior notes due 2023 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 700,000 | $ 700,000 |
Interest rate (as a percent) | 6.50% | 6.50% |
Dean Foods Company debt obligations: | Senior secured revolving credit facility | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 6,400 | $ 19,300 |
Weighted average rate (as a percent) | 7.25% | 4.65% |
Subsidiary debt obligations: | ||
Debt Instrument [Line Items] | ||
Finance lease and other | $ 2,560 | $ 1,618 |
Total debt | 282,560 | 191,618 |
Subsidiary debt obligations: | Receivables securitization facility | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 280,000 | $ 190,000 |
Weighted average rate (as a percent) | 3.89% | 3.54% |
Debt - Maturities of Long-Term
Debt - Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2019 | $ 557 | |
2020 | 541 | |
2021 | 159 | |
2022 | 280,170 | |
2023 | 700,182 | |
Thereafter | 7,351 | |
Subtotal | 988,960 | $ 910,918 |
Less unamortized debt issuance costs | (4,025) | (4,574) |
Total debt | $ 984,935 | $ 906,344 |
Debt - Senior Secured Revolving
Debt - Senior Secured Revolving Credit Facility - Narrative (Details) | Jun. 28, 2019 | Feb. 22, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) |
Line of Credit Facility [Line Items] | ||||
Financing costs write-offs | $ 3,755,000 | $ 0 | ||
Credit Facility | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity under credit facility | $ 265,000,000 | |||
Proportion of value of inventory and real property (as a percent) | 65.00% | 65.00% | ||
Proportion of commitment reduction along with prepayment with net cash proceeds of asset sales (as a percent) | 50.00% | |||
Debt issuance costs | $ 4,900,000 | |||
Unamortized debt issuance fees | 1,900,000 | |||
Financing costs write-offs | 3,300,000 | |||
Carrying value of debt | 6,400,000 | |||
Average daily balance of borrowings outstanding | 16,100,000 | |||
Credit Facility | Letter of Credit | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity under credit facility | 25,000,000 | |||
Carrying value of debt | $ 0 | |||
Credit Facility | Swing Line Loan | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity under credit facility | $ 10,000,000 | |||
Minimum | Credit Facility | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Fixed charge coverage ratio | 1.05 | |||
Minimum | Credit Facility | Letter of Credit | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Liquidity determinant, unrestricted cash on hand | $ 25,000,000 | |||
Base Rate | Minimum | Credit Facility | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 1.25% | |||
Base Rate | Maximum | Credit Facility | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 1.75% | |||
Eurodollar | Minimum | Credit Facility | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 2.25% | |||
Eurodollar | Maximum | Credit Facility | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 2.75% |
Debt - Dean Foods Receivables S
Debt - Dean Foods Receivables Securitization Facility - Narrative (Details) | Feb. 22, 2019USD ($) | Jun. 30, 2019USD ($)entity | Jun. 30, 2018USD ($) | Jan. 17, 2019 |
Line of Credit Facility [Line Items] | ||||
Number of wholly-owned bankruptcy remote entities | entity | 2 | |||
Write-off of financing costs | $ 3,755,000 | $ 0 | ||
Proceeds from receivables securitization facility | 615,000,000 | 1,240,000,000 | ||
Payments for receivables securitization facility | (525,000,000) | $ (1,285,000,000) | ||
Receivables Securitization Facility | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity under credit facility | 450,000,000 | |||
Debt issuance costs | $ 2,200,000 | |||
Unamortized debt issuance fees | 500,000 | |||
Write-off of financing costs | $ 400,000 | |||
Line of credit, current borrowing capacity | 428,800,000 | |||
Total receivables sold | 496,500,000 | |||
Proceeds from receivables securitization facility | 600,000,000 | |||
Payments for receivables securitization facility | (500,000,000) | |||
Line of credit, amount outstanding | 280,000,000 | |||
Line of credit facility outstanding, remaining borrowing capacity | 900,000 | |||
Average daily balance under facility | 265,100,000 | |||
Receivables Securitization Facility | Revolving Credit Facility | Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, amount outstanding | $ 147,900,000 | |||
Receivables Securitization Facility | Revolving Credit Facility | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Consolidated interest coverage ratio | 4.25 |
Debt - Senior Notes due 2023 -
Debt - Senior Notes due 2023 - Narrative (Details) - Senior Notes - Senior Notes Due 2023 - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Feb. 25, 2015 | |
Debt Instrument [Line Items] | ||
Debt instrument, principal amount | $ 700,000,000 | |
Interest rate (as a percent) | 6.50% | |
Issue price relative to principal (as a percent) | 100.00% | |
Debt issuance costs | $ 4,000,000 | $ 7,000,000 |
Unamortized debt issuance fees | $ 1,800,000 | |
Redemption price rate (as a percent) | 101.00% | |
Carrying value of debt | $ 696,000,000 |
Debt - Finance Lease Obligation
Debt - Finance Lease Obligations and Other - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Subsidiary | ||
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 2,560 | $ 1,618 |
Derivative Financial Instrume_3
Derivative Financial Instruments and Fair Value Measurements - Narrative (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Minimum outstanding purchase commitment range | 1 month |
Maximum outstanding purchase commitment range | 1 year |
Derivative Financial Instrume_4
Derivative Financial Instruments and Fair Value Measurements - Derivatives Recorded at Fair Value in Consolidated Balance Sheets (Details) - Not designated as hedging instruments - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 935 | $ 11 |
Derivative Liabilities | 666 | 4,328 |
Current | Commodities contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 935 | 11 |
Derivative Liabilities | 666 | 4,328 |
Non-current | Commodities contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Derivative Liabilities | $ 0 | $ 0 |
Derivative Financial Instrume_5
Derivative Financial Instruments and Fair Value Measurements - Derivative Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Commodities contracts - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Asset — Commodities contracts | $ 935 | $ 11 |
Liability — Commodities contracts | 666 | 4,328 |
Level 1 | ||
Derivatives, Fair Value [Line Items] | ||
Asset — Commodities contracts | 0 | 0 |
Liability — Commodities contracts | 0 | 0 |
Level 2 | ||
Derivatives, Fair Value [Line Items] | ||
Asset — Commodities contracts | 935 | 11 |
Liability — Commodities contracts | 666 | 4,328 |
Level 3 | ||
Derivatives, Fair Value [Line Items] | ||
Asset — Commodities contracts | 0 | 0 |
Liability — Commodities contracts | $ 0 | $ 0 |
Derivative Financial Instrume_6
Derivative Financial Instruments and Fair Value Measurements - Carrying Value and Fair Value of Senior Notes and Subsidiary Senior Notes (Details) - Dean Foods Company - Dean Foods Company senior notes due 2023 - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Amount Outstanding | $ 700,000 | $ 700,000 |
Fair Value | $ 374,500 | $ 560,000 |
Derivative Financial Instrume_7
Derivative Financial Instruments and Fair Value Measurements - SERP Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
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 | $ 3 | $ 6 |
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 | 1,862 | 1,693 |
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 | 3 | 6 |
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 | 1,862 | 1,693 |
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 _3
Common Stock and Share-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Preferred stock, shares authorized (shares) | 1,000,000,000,000 | 1,000,000,000,000 | ||||||
Common stock, shares authorized (shares) | 250,000,000 | 250,000,000 | ||||||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Payments of dividends | $ 0 | $ 16,438,000 | ||||||
Dividends paid (USD per share) | $ 0.09 | |||||||
Repurchase of common stock (shares) | 0 | 0 | ||||||
Unrecognized stock option expense related to unvested awards | $ 0 | 0 | ||||||
Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Authorized amount for common share repurchase threshold | $ 2,380,000,000 | $ 2,380,000,000 | ||||||
Repurchase of common stock (shares) | 17,977 | 90,937 | 5,426 | 37,612 | 0 | 0 | ||
Remaining authorized amount for common share repurchase | $ 197,100,000 | $ 197,100,000 | ||||||
PSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Phantom shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 3 years |
Common Stock and Share-Based _4
Common Stock and Share-Based Compensation - Restricted Stock Unit Activity (Details) - RSUs | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
PSUs | |
Outstanding balance at beginning of period (shares) | 980,970 |
Stock units issued (shares) | 1,683,609 |
Shares issued upon vesting of stock units (shares) | (292,605) |
Stock units canceled or forfeited (shares) | (363,675) |
Outstanding balance at end of period (shares) | 2,008,299 |
Weighted-average grant date fair value (USD per share) | $ / shares | $ 4.77 |
Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
PSUs | |
Outstanding balance at beginning of period (shares) | 840,431 |
Stock units issued (shares) | 1,415,236 |
Shares issued upon vesting of stock units (shares) | (198,935) |
Stock units canceled or forfeited (shares) | (346,147) |
Outstanding balance at end of period (shares) | 1,710,585 |
Weighted-average grant date fair value (USD per share) | $ / shares | $ 4.76 |
Non-Employee Directors | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
PSUs | |
Outstanding balance at beginning of period (shares) | 140,539 |
Stock units issued (shares) | 268,373 |
Shares issued upon vesting of stock units (shares) | (93,670) |
Stock units canceled or forfeited (shares) | (17,528) |
Outstanding balance at end of period (shares) | 297,714 |
Weighted-average grant date fair value (USD per share) | $ / shares | $ 4.84 |
Common Stock and Share-Based _5
Common Stock and Share-Based Compensation - Performance Stock Activity (Details) | 6 Months Ended |
Jun. 30, 2019tranche$ / sharesshares | |
PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Number of tranches | tranche | 3 |
Period of grant for each tranch | 1 year |
PSUs | |
Outstanding balance at beginning of period (shares) | shares | 291,773 |
Granted (shares) | shares | 761,335 |
Vested (shares) | shares | (26,734) |
Forfeited or canceled (shares) | shares | (86,659) |
Performance adjustment (shares) | shares | (240,761) |
Outstanding balance at end of period (shares) | shares | 698,954 |
Weighted Average Grant Date Fair Value | |
Outstanding balance at beginning of period (USD per share) | $ / shares | $ 9.94 |
Granted (USD per share) | $ / shares | 3.06 |
Vested (USD per share) | $ / shares | 18.93 |
Forfeited or canceled (USD per share) | $ / shares | 4.71 |
Performance adjustment (USD per share) | $ / shares | 8.92 |
Outstanding balance at end of period (USD per share) | $ / shares | $ 3.10 |
PSUs | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting rate (as a percent) | 0.00% |
PSUs | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting rate (as a percent) | 200.00% |
Phantom shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
PSUs | |
Outstanding balance at beginning of period (shares) | shares | 2,007,427 |
Granted (shares) | shares | 4,536,703 |
Vested (shares) | shares | (793,987) |
Forfeited or canceled (shares) | shares | (711,805) |
Outstanding balance at end of period (shares) | shares | 5,038,338 |
Weighted Average Grant Date Fair Value | |
Outstanding balance at beginning of period (USD per share) | $ / shares | $ 11.35 |
Granted (USD per share) | $ / shares | 3.05 |
Vested (USD per share) | $ / shares | 12.55 |
Forfeited or canceled (USD per share) | $ / shares | 5.67 |
Outstanding balance at end of period (USD per share) | $ / shares | $ 4.49 |
Common Stock and Share-Based _6
Common Stock and Share-Based Compensation - Phantom Share Activity (Details) - Phantom shares | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Shares | |
Outstanding balance at beginning of period (shares) | shares | 2,007,427 |
Granted (shares) | shares | 4,536,703 |
Converted/paid (shares) | shares | (793,987) |
Forfeited (shares) | shares | (711,805) |
Outstanding balance at end of period (shares) | shares | 5,038,338 |
Weighted Average Grant Date Fair Value | |
Outstanding balance at beginning of period (USD per share) | $ / shares | $ 11.35 |
Granted (USD per share) | $ / shares | 3.05 |
Converted/paid (USD per share) | $ / shares | 12.55 |
Forfeited (USD per share) | $ / shares | 5.67 |
Outstanding balance at end of period (USD per share) | $ / shares | $ 4.49 |
Common Stock and Share-Based _7
Common Stock and Share-Based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Options | |
Options outstanding at beginning of period (shares) | shares | 385,538 |
Forfeited and canceled (shares) | shares | (231,523) |
Options outstanding at end of period (shares) | shares | 154,015 |
Weighted Average Exercise Price | |
Options outstanding at beginning of period (USD per share) | $ / shares | $ 14.55 |
Forfeited and canceled (USD per share) | $ / shares | 16.49 |
Options outstanding at end of period (USD per share) | $ / shares | $ 11.64 |
Options outstanding and exercisable at end of period - Weighted average contractual life | 1 year 3 months |
Options outstanding and exercisable at end of period - Aggregate intrinsic value | $ | $ 0 |
Common Stock and Share-Based _8
Common Stock and Share-Based Compensation - Share-Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,836 | $ 4,470 | $ 3,731 | $ 6,625 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 1,345 | 1,399 | 2,083 | 2,545 |
PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 512 | 551 | 780 | 1,147 |
Phantom shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ (21) | $ 2,520 | $ 868 | $ 2,933 |
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 (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Basic loss per share computation: | ||||
Loss from continuing operations | $ (64,863) | $ (42,016) | $ (126,690) | $ (42,281) |
Net loss attributable to non-controlling interest | 392 | 0 | 645 | 0 |
Loss from continuing operations attributable to Dean Foods Company | $ (64,471) | $ (42,016) | $ (126,045) | $ (42,281) |
Denominator: | ||||
Average common shares | 91,758,807 | 91,342,652 | 91,643,179 | 91,267,748 |
Basic loss per share attributable to Dean Foods Company (USD per share) | $ (0.70) | $ (0.46) | $ (1.38) | $ (0.46) |
Diluted loss per share computation: | ||||
Loss from continuing operations | $ (64,863) | $ (42,016) | $ (126,690) | $ (42,281) |
Net loss attributable to non-controlling interest | 392 | 0 | 645 | 0 |
Loss from continuing operations attributable to Dean Foods Company | $ (64,471) | $ (42,016) | $ (126,045) | $ (42,281) |
Denominator: | ||||
Average common shares — basic | 91,758,807 | 91,342,652 | 91,643,179 | 91,267,748 |
Average common shares — diluted | 91,758,807 | 91,342,652 | 91,643,179 | 91,267,748 |
Diluted loss per share from continuing operations attributable to Dean Foods Company (USD per share) | $ (0.70) | $ (0.46) | $ (1.38) | $ (0.46) |
Stock options | ||||
Denominator: | ||||
Stock option conversion (shares) | 0 | 0 | 0 | 0 |
RSUs and PSUs | ||||
Denominator: | ||||
Stock option conversion (shares) | 0 | 0 | 0 | 0 |
Stock options | ||||
Denominator: | ||||
Anti-dilutive securities excluded (shares) | 158,090 | 443,169 | 221,249 | 473,149 |
RSUs and PSUs | ||||
Denominator: | ||||
Anti-dilutive securities excluded (shares) | 2,806,677 | 1,202,367 | 2,256,674 | 1,057,057 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | $ 256,146 | $ 650,360 | $ 655,947 | $ 314,732 | $ 655,947 | |
Balance at end of period | 195,759 | 617,461 | 650,360 | 195,759 | 617,461 | |
Total | ||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | (96,479) | (93,633) | (78,410) | (98,607) | (78,410) | |
Other comprehensive income before reclassifications | 3,210 | 6,443 | ||||
Amounts reclassified from accumulated other comprehensive loss | 2,420 | (1,608) | 4,548 | (3,217) | ||
Net current-period other comprehensive income | 2,420 | 1,602 | 4,548 | 3,226 | ||
Reclassification of stranded tax effects related to the Tax Act | (16,847) | [1] | (16,847) | |||
Balance at end of period | (94,059) | (92,031) | (93,633) | (94,059) | (92,031) | |
Pension and Other Postretirement Benefits Items | ||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | (91,698) | (88,852) | (73,629) | (93,826) | (73,629) | |
Other comprehensive income before reclassifications | 3,210 | 6,443 | ||||
Amounts reclassified from accumulated other comprehensive loss | 2,420 | (1,608) | 4,548 | (3,217) | ||
Net current-period other comprehensive income | 2,420 | 1,602 | 4,548 | 3,226 | ||
Reclassification of stranded tax effects related to the Tax Act | (16,847) | |||||
Balance at end of period | (89,278) | (87,250) | (88,852) | (89,278) | (87,250) | |
Foreign Currency Items | ||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | (4,781) | (4,781) | (4,781) | (4,781) | (4,781) | |
Other comprehensive income before reclassifications | 0 | 0 | ||||
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 | 0 | ||
Net current-period other comprehensive income | 0 | 0 | 0 | 0 | ||
Reclassification of stranded tax effects related to the Tax Act | 0 | |||||
Balance at end of period | $ (4,781) | $ (4,781) | $ (4,781) | $ (4,781) | $ (4,781) | |
[1] | Refer to Note 1 - Recently Adopted Accounting Pronouncements within our Notes to unaudited Condensed Consolidated Financial Statements for additional details on the adoption of ASU No. 2018-02 during the first quarter of 2018. |
Employee Retirement and Postr_3
Employee Retirement and Postretirement Benefits - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Defined Benefit Plans | ||||
Components of net periodic benefit cost: | ||||
Service cost | $ 672 | $ 732 | $ 1,344 | $ 1,464 |
Interest cost | 3,084 | 2,828 | 6,168 | 5,656 |
Expected return on plan assets | (3,996) | (4,411) | (7,992) | (8,822) |
Amortizations: | ||||
Prior service cost | 108 | 108 | 216 | 216 |
Unrecognized net loss | 2,440 | 2,130 | 4,880 | 4,260 |
Net periodic benefit cost | 2,308 | 1,387 | 4,616 | 2,774 |
Postretirement Benefits | ||||
Components of net periodic benefit cost: | ||||
Service cost | 154 | 170 | 308 | 340 |
Interest cost | 281 | 235 | 562 | 470 |
Amortizations: | ||||
Prior service cost | 23 | 23 | 46 | 46 |
Unrecognized net loss | (151) | (118) | (302) | (236) |
Net periodic benefit cost | $ 307 | $ 310 | $ 614 | $ 620 |
Asset Impairment Charges and _3
Asset Impairment Charges and Facility Closing and Reorganization Costs - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | ||||
Impairment of long-lived assets | $ 11,860 | $ 2,232 | $ 11,860 | $ 2,232 |
Asset Impairment Charges and _4
Asset Impairment Charges and Facility Closing and Reorganization Costs - Approved Plans and Related Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 7,400 | $ 67,661 | $ 11,732 | $ 76,123 |
Organizational effectiveness | 0 | 0 | 0 | (331) |
Enterprise-wide cost productivity plan | 4,100 | 8,432 | 5,409 | 14,863 |
Closure of facilities, net | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 3,300 | 59,229 | 6,323 | 61,591 |
Restructuring costs incurred to date | 118,200 | 118,200 | ||
Expected restructuring costs | 1,300 | 1,300 | ||
Facility closing and reorganization costs, net | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 7,400 | $ 67,661 | $ 11,732 | $ 76,123 |
Asset Impairment Charges and _5
Asset Impairment Charges and Facility Closing and Reorganization Costs - Facility Closing and Reorganization Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Restructuring Reserve [Roll Forward] | ||||
Charges and Adjustments | $ 7,400 | $ 67,661 | $ 11,732 | $ 76,123 |
Cash charges: | ||||
Restructuring Reserve [Roll Forward] | ||||
Accrued charges at beginning of period | 14,581 | |||
Charges and Adjustments | 11,229 | |||
Payments | (14,467) | |||
Accrued charges at end of period | 11,343 | 11,343 | ||
Cash charges: | Workforce reduction costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Accrued charges at beginning of period | 13,213 | |||
Charges and Adjustments | 4,270 | |||
Payments | (6,905) | |||
Accrued charges at end of period | 10,578 | 10,578 | ||
Cash charges: | Shutdown costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Accrued charges at beginning of period | 0 | |||
Charges and Adjustments | 5,290 | |||
Payments | (5,290) | |||
Accrued charges at end of period | 0 | 0 | ||
Cash charges: | Lease obligations after shutdown | ||||
Restructuring Reserve [Roll Forward] | ||||
Accrued charges at beginning of period | 1,368 | |||
Charges and Adjustments | 120 | |||
Payments | (723) | |||
Accrued charges at end of period | 765 | 765 | ||
Cash charges: | Other | ||||
Restructuring Reserve [Roll Forward] | ||||
Accrued charges at beginning of period | 0 | |||
Charges and Adjustments | 1,549 | |||
Payments | (1,549) | |||
Accrued charges at end of period | $ 0 | 0 | ||
Non-cash charges: | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges and Adjustments | 503 | |||
Non-cash charges: | Other | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges and Adjustments | 94 | |||
Non-cash charges: | Write-down of assets | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges and Adjustments | 2,139 | |||
Non-cash charges: | Gain on sale/disposal of related assets | ||||
Restructuring Reserve [Roll Forward] | ||||
Charges and Adjustments | $ (1,730) |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | Dec. 21, 2001 | Jun. 30, 2019 |
Commitments and Contingencies [Line Items] | ||
Acquired interest (as a percent) | 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 |
Segment, Geographic and Custo_2
Segment, Geographic and Customer Information - Narrative (Details) - Facility | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Number of manufacturing facilities | 58 | |||
Sales | ||||
Segment Reporting Information [Line Items] | ||||
Major customer relative to total sales (less than) (as a percent) | 14.80% | 15.60% | 14.40% | 16.10% |
Sales | Foreign Operations | ||||
Segment Reporting Information [Line Items] | ||||
Major customer relative to total sales (less than) (as a percent) | 1.00% | 1.00% | 1.00% | 1.00% |