Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 12, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Entity Central Index Key | 0000931336 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 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 | DFODQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 62 | ||
Entity Common Stock, Shares Outstanding | 91,940,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 80,011 | $ 24,176 |
Receivables, net of allowances of $6,676 and $5,994 | 574,146 | 589,263 |
Income tax receivable | 1,917 | 4,220 |
Inventories | 250,485 | 255,484 |
Prepaid expenses and other current assets | 60,108 | 30,665 |
Assets held for sale | 0 | 8,472 |
Total current assets | 966,667 | 912,280 |
Property, plant and equipment, net | 820,366 | 1,006,182 |
Operating lease right of use assets | 275,596 | 0 |
Identifiable intangible and other assets, net | 165,928 | 197,512 |
Deferred income taxes | 0 | 2,518 |
Total assets | 2,228,557 | 2,118,492 |
Current liabilities: | ||
Accounts payable and accrued expenses | 565,732 | 699,661 |
Current maturities of long-term debt and finance leases | 440,385 | 1,174 |
Operating lease liabilities | 86,297 | 0 |
Total current liabilities | 1,092,414 | 700,835 |
Long-term debt, net | 4,670 | 905,170 |
Deferred income taxes | 5,066 | 13,707 |
Long-term operating lease liabilities | 203,477 | 0 |
Other long-term liabilities | 65,777 | 184,048 |
Liabilities subject to compromise (Note 2) | 1,027,393 | 0 |
Commitments and contingencies (Note 20) | ||
Stockholders’ equity: | ||
Preferred stock, none issued | 0 | 0 |
Common stock, 91,940,015 and 91,438,768 shares issued and outstanding, with a par value of $0.01 per share | 919 | 914 |
Additional paid-in capital | 663,849 | 661,630 |
Accumulated deficit | (760,727) | (260,977) |
Accumulated other comprehensive loss | (85,163) | (98,607) |
Total Dean Foods Company stockholders’ equity (deficiency) | (181,122) | 302,960 |
Non-controlling interest | 10,882 | 11,772 |
Total stockholders’ equity (deficiency) | (170,240) | 314,732 |
Total | $ 2,228,557 | $ 2,118,492 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 6,676 | $ 5,994 |
Preferred stock issued (shares) | 0 | 0 |
Common stock issued (shares) | 91,940,015 | 91,438,768 |
Common stock outstanding (shares) | 91,940,015 | 91,438,768 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Net sales | $ 7,328,663 | $ 7,755,283 | $ 7,795,025 |
Cost of sales | 5,888,931 | 6,100,005 | 5,976,958 |
Gross profit | 1,439,732 | 1,655,278 | 1,818,067 |
Operating costs and expenses: | |||
Selling and distribution | 1,327,922 | 1,403,178 | 1,346,417 |
General and administrative | 301,355 | 277,659 | 307,793 |
Amortization of intangibles | 20,600 | 20,456 | 20,710 |
Prepetition facility closing and restructuring costs, net | 17,017 | 74,992 | 24,913 |
Impairment of goodwill and long-lived assets | 177,357 | 204,414 | 30,668 |
Other operating income | 0 | (2,289) | 0 |
Equity in (earnings) loss of unconsolidated affiliate | (4,835) | (7,939) | 0 |
Total operating costs and expenses | 1,839,416 | 1,970,471 | 1,730,501 |
Operating income (loss) | (399,684) | (315,193) | 87,566 |
Other (income) expense: | |||
Interest expense | 68,730 | 56,443 | 64,961 |
Other (income) expense, net | (3,012) | 2,877 | 1,362 |
Reorganization items | 44,527 | 0 | 0 |
Total other expense | 110,245 | 59,320 | 66,323 |
Income (loss) before income taxes | (509,929) | (374,513) | 21,243 |
Income tax benefit | (9,195) | (42,283) | (26,179) |
Income (loss) from continuing operations | (500,734) | (332,230) | 47,422 |
Income from discontinued operations, net of tax | 0 | 0 | 11,291 |
Gain (loss) on sale of discontinued operations, net of tax | (70) | 4,872 | 2,875 |
Net income (loss) | (500,804) | (327,358) | 61,588 |
Net loss attributable to non-controlling interest | 862 | 458 | 0 |
Net income (loss) attributable to Dean Foods Company | $ (499,942) | $ (326,900) | $ 61,588 |
Average common shares: | |||
Basic (shares) | 91,777,119 | 91,327,846 | 90,899,284 |
Diluted (shares) | 91,777,119 | 91,327,846 | 91,273,994 |
Basic income (loss) per common share: | |||
Income (loss) from continuing operations attributable to Dean Foods Company (USD per share) | $ (5.45) | $ (3.63) | $ 0.52 |
Income from discontinued operations attributable to Dean Foods Company (USD per share) | 0 | 0.05 | 0.16 |
Net income (loss) attributable to Dean Foods Company (USD per share) | (5.45) | (3.58) | 0.68 |
Diluted income (loss) per common share: | |||
Income (loss) from continuing operations attributable to Dean Foods Company (USD per share) | (5.45) | (3.63) | 0.52 |
Income from discontinued operations attributable to Dean Foods Company (USD per share) | 0 | 0.05 | 0.15 |
Net income (loss) attributable to Dean Foods Company (USD per share) | $ (5.45) | $ (3.58) | $ 0.67 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (500,804) | $ (327,358) | $ 61,588 |
Defined benefit pension and other postretirement benefit plans, net of tax: | |||
Prior service costs arising during the period | 0 | 0 | (819) |
Net gain (loss) arising during the period | 4,144 | (9,971) | 4,958 |
Less: amortization of prior service cost included in net periodic benefit cost | 9,300 | 6,621 | 7,084 |
Other comprehensive income (loss) | 13,444 | (3,350) | 11,223 |
Comprehensive income (loss) | (487,360) | (330,708) | 72,811 |
Comprehensive loss attributable to non-controlling interest | 862 | 458 | 0 |
Comprehensive income (loss) attributable to Dean Foods Company | $ (486,498) | $ (330,250) | $ 72,811 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS 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, 2016 | 90,586,741 | ||||||
Balance at beginning of period at Dec. 31, 2016 | $ 610,556 | $ 906 | $ 653,629 | $ 45,654 | $ (89,633) | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock (shares) | 652,636 | ||||||
Issuance of common stock | 187 | $ 6 | 181 | ||||
Repurchase of shares for withholding taxes (shares) | (115,618) | ||||||
Repurchase of shares for withholding taxes | (1) | $ (1) | 0 | ||||
Share-based compensation expense | 5,417 | 5,417 | |||||
Net income (loss) | 61,588 | 61,588 | |||||
Net loss | 61,588 | ||||||
Net loss attributable to non-controlling interest | 0 | ||||||
Dividends | [1] | (33,023) | (33,023) | ||||
Other comprehensive income(Note 15) | 11,223 | 11,223 | |||||
Balance at end of period (shares) at Dec. 31, 2017 | 91,123,759 | ||||||
Balance at end 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) | 361,402 | ||||||
Issuance of common stock | 315 | $ 3 | 312 | ||||
Repurchase of shares for withholding taxes (shares) | (46,393) | ||||||
Repurchase of shares for withholding taxes | 0 | $ 0 | 0 | ||||
Share-based compensation expense | 4,867 | 4,867 | |||||
Net income (loss) | (327,358) | ||||||
Reclassification of stranded tax effects related to the Tax Act | [2] | 16,847 | (16,847) | ||||
Net loss | (326,900) | (326,900) | |||||
Fair value of non-controlling interest acquired | 11,752 | 11,752 | |||||
Net loss attributable to non-controlling interest | (458) | (458) | |||||
Issuance of subsidiary's common stock | 444 | (34) | 478 | ||||
Dividends | [1] | (27,885) | (2,742) | (25,143) | |||
Other comprehensive income(Note 15) | $ (3,350) | (3,350) | |||||
Balance at end of period (shares) at Dec. 31, 2018 | 91,438,768 | 91,438,768 | |||||
Balance at end 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) | 623,207 | ||||||
Issuance of common stock | 587 | $ 6 | 581 | ||||
Repurchase of shares for withholding taxes (shares) | (121,960) | ||||||
Repurchase of shares for withholding taxes | (425) | $ (1) | (424) | ||||
Share-based compensation expense | 2,062 | 2,062 | |||||
Net income (loss) | (500,804) | ||||||
Net loss | (499,942) | (499,942) | |||||
Net loss attributable to non-controlling interest | (862) | (862) | |||||
Issuance of subsidiary's common stock | (28) | (28) | |||||
Dividends forfeited | [1],[3] | 192 | 192 | ||||
Other comprehensive income(Note 15) | $ 13,444 | 13,444 | |||||
Balance at end of period (shares) at Dec. 31, 2019 | 91,940,015 | 91,940,015 | |||||
Balance at end of period at Dec. 31, 2019 | $ (170,240) | $ 919 | $ 663,849 | $ (760,727) | $ (85,163) | $ 10,882 | |
[1] | Cash dividends declared per common share were $0.30 and $0.36 in the years ended December 31, 2018 and 2017 , respectively. 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. Thus, no dividends were declared in the year ended December 31, 2019 . | ||||||
[2] | Refer to Note 1 - Recently Adopted Accounting Pronouncements within our Notes to Consolidated Financial Statements for additional details on the adoption of ASU No. 2018-02 during the first quarter of 2018. | ||||||
[3] | During the year ended December 31, 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. |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash dividends declared per common share (USD per share) | $ 0 | $ 0.30 | $ 0.36 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (500,804) | $ (327,358) | $ 61,588 |
Income from discontinued operations, net of tax | 0 | 0 | (11,291) |
(Gain) loss on sale of discontinued operations, net of tax | 70 | (4,872) | (2,875) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 153,222 | 156,027 | 170,640 |
Non-cash lease expense | 124,866 | 0 | 0 |
Share-based compensation expense | 2,383 | 7,895 | 11,021 |
Non-cash prepetition facility closing and restructuring costs, net | 2,275 | 39,575 | 4,031 |
Non-cash reorganization items | 19,638 | 0 | 0 |
Impairment of goodwill and long-lived assets | 177,357 | 204,414 | 30,668 |
Write-off of financing costs | 3,755 | 0 | 1,080 |
Other operating income | 0 | (2,289) | 0 |
Equity in (earnings) loss of unconsolidated affiliate | (4,835) | (7,939) | 0 |
Deferred income taxes | (6,123) | (39,870) | (25,431) |
Other, net | (4,507) | 4,068 | 8,467 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Receivables, net | 15,117 | 88,049 | (5,606) |
Inventories | 4,883 | 23,205 | 12,714 |
Prepaid expenses and other assets | (21,801) | 22,275 | (11,625) |
Accounts payable and accrued expenses | 107,985 | (8,138) | (63,520) |
Income tax receivable | 2,341 | (2,080) | 3,438 |
Operating lease liabilities | (123,158) | 0 | 0 |
Contributions to company-sponsored pension plans | 0 | 0 | (38,500) |
Net cash provided by (used in) operating activities | (47,336) | 152,962 | 144,799 |
Cash flows from investing activities: | |||
Payments for property, plant and equipment | (89,402) | (115,367) | (106,726) |
Payments for acquisitions, net of cash acquired | 0 | (13,324) | (21,596) |
Proceeds from sale of fixed assets | 5,987 | 19,467 | 4,336 |
Other investments | 0 | 0 | (11,000) |
Net cash used in investing activities | (83,415) | (109,224) | (134,986) |
Cash flows from financing activities: | |||
Repayments of debt | (1,834) | (1,053) | (143,323) |
Payments of financing costs | (40,627) | (715) | (1,786) |
Proceeds from DIP senior credit facility | 70,000 | 0 | 0 |
Proceeds from senior secured revolver | 1,294,501 | 351,800 | 326,900 |
Payments for senior secured revolver | (1,125,001) | (343,700) | (324,800) |
Proceeds from receivables securitization facility | 660,000 | 2,420,000 | 2,525,000 |
Payments for receivables securitization facility | (670,000) | (2,435,000) | (2,360,000) |
Proceeds from issuance of subsidiary's common stock | 0 | 444 | 0 |
Repurchase of subsidiary's common stock | (28) | 0 | 0 |
Cash dividends paid | 0 | (27,405) | (32,737) |
Issuance of common stock, net of share repurchases for withholding taxes | (425) | (445) | (535) |
Net cash provided by (used in) financing activities | 186,586 | (36,074) | (11,281) |
Increase (decrease) in cash and cash equivalents | 55,835 | 7,664 | (1,468) |
Cash and cash equivalents, beginning of year | 24,176 | 16,512 | 17,980 |
Cash and cash equivalents, end of year | $ 80,011 | $ 24,176 | $ 16,512 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. We process and distribute fluid milk and other dairy products, including ice cream, ice cream mix and cultured products, which are marketed under more than 50 national, regional and local dairy brands and a wide array of private labels. We also produce and distribute DairyPure ® , our national white milk brand, and TruMoo ® , our national flavored milk brand, as well as juices, teas, bottled water and other products. Basis of Presentation and Consolidation — Our Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of our wholly-owned subsidiaries including non-debtor entities that are not a party to the Bankruptcy filings. See Note 2 for more information specific to the debtors-in-possession. We have aligned our leadership team, operating strategy, and sales, logistics and supply chain initiatives into a single operating and reportable segment. Unless stated otherwise, any reference to income statement items in these financial statements refers to results from continuing operations. 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. Bankruptcy Accounting — The Consolidated Financial Statements have been prepared as if we were a going concern and in accordance with Accounting Standards Codification Topic 852, Reorganizations (“ASC 852”). ASC 852 requires the financial statements, for periods subsequent to the commencement of the Chapter 11 Cases, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain expenses, realized gains and losses and provisions for losses that are realized or incurred during the Chapter 11 Cases, including adjustments to the carrying value of certain indebtedness are recorded as “Reorganization items” in the Consolidated Statements of Operations. In addition, prepetition obligations that may be impacted by the Chapter 11 Cases have been classified as “Liabilities subject to compromise” on the Consolidated Balance Sheets at December 31, 2019. These liabilities may be settled for less depending on the claim amounts allowed by the Bankruptcy Court. Use of Estimates — The preparation of our Consolidated Financial Statements in conformity with GAAP requires us to use our judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates under different assumptions or conditions. Cash Equivalents — We consider temporary investments with an original maturity of three months or less to be cash equivalents. Inventories — Inventories are stated at the lower of cost or market. Our products are valued using the first-in, first-out method. The costs of finished goods inventories include raw materials, direct labor and indirect production and overhead costs. Reserves for obsolete or excess inventory are not material. Property, Plant and Equipment — Property, plant and equipment are stated at acquisition cost, plus capitalized interest on borrowings during the actual construction period of major capital projects. Also included in property, plant and equipment are certain direct costs related to the implementation of computer software for internal use. Depreciation is calculated using the straight-line method typically over the following range of estimated useful lives of the assets: Asset Useful Life Buildings 15 to 40 years Machinery and equipment 3 to 20 years Leasehold improvements Over the shorter of their estimated useful lives or the terms of the applicable lease agreements We test property, plant and equipment 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. See Note 18 . Expenditures for repairs and maintenance which do not improve or extend the life of the assets are expensed as incurred. Goodwill and Intangible Assets — Identifiable intangible assets, other than indefinite-lived trademarks, are typically amortized over the following range of estimated useful lives: Asset Useful Life Customer relationships 5 to 15 years Finite-lived trademarks 5 to 10 years Customer supply contracts Over the shorter of the estimated useful lives or the terms of the agreements Noncompetition agreements Over the shorter of the estimated useful lives or the terms of the agreements In accordance with Accounting Standards related to “Goodwill and Other Intangible Assets”, we do not amortize goodwill and other intangible assets determined to have indefinite useful lives. Instead, we assess our goodwill and indefinite-lived trademarks for impairment annually and when circumstances indicate that the carrying value may not be recoverable. See Note 7 . Assets Held for Sale — We classify assets as held for sale when management approves and commits to a formal plan of sale and our expectation is that the sale will be completed within one year. The net assets of the business held for sale are then recorded at the lower of their current carrying value or the fair market value, less costs to sell. As of December 31, 2019 and 2018 , there were $0.0 million and $8.5 million assets, respectively, classified as held for sale. Because the Bankruptcy Court has not authorized and approved asset sales, we have not classified any assets as assets held for sale as of December 31, 2019 . Share-Based Compensation — Share-based compensation expense is recognized for equity awards over the vesting period based on their grant date fair value. The fair value of restricted stock unit awards and performance stock unit awards is equal to the closing price of our stock on the date of grant. The fair value of our phantom shares is remeasured at each reporting period based on the closing price of our common stock on the last day of the respective reporting period. Compensation expense is recognized only for equity awards expected to vest. We estimate forfeitures at the date of grant based on our historical experience and future expectations. Share-based compensation expense is included within general and administrative expenses in our Consolidated Statements of Operations. See Note 13 . Revenue Recognition, Sales Incentives and Accounts Receivable — Revenue is recognized upon delivery to our customers as we have determined that this is the point at which our sole performance obligation is met and control is transfered, as the customer can direct the use and obtain substantially all of the remaining benefits from the asset at this point in time. Revenue is recognized in an amount that reflects the consideration we expect to ultimately receive in exchange for those promised goods or services, net of allowances for product returns, trade promotions and prompt pay and other discounts. 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 costs associated with these programs are accounted for as reductions to the transaction price of our products and are therefore recorded as reductions to the gross sale, unless we receive a distinct good or service as defined under ASC 606. Specifically, a good or service is considered distinct when it is separately identifiable from other promises in the contract, we receive a benefit from the good or service, and the benefit is separable from the sale of our product to the customer. Depending on the specific type of sales incentive and other promotional program, we use either the expected value or most likely amount method to determine the variable consideration. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience and expected levels of performance of the trade promotion or other program. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration. 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 historically not material and are recognized in earnings in the period such differences are determined. Our reserve for product returns has not historically been material. 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 purchase bulk cream externally 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. We currently present the sales of these excess raw materials within net sales in our Consolidated Statements of Operations, whereas it was presented as a reduction of cost of sales within our Consolidated Statements of Operations prior to January 1, 2018. Sales of excess raw materials included within net sales were $380.3 million and $515.2 million for the years ended December 31, 2019 and 2018 , respectively. Sales of excess raw materials included as a reduction to cost of sales were $606.9 million for the year ended December 31, 2017 . 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. Income Taxes — Deferred income taxes arise from temporary differences between amounts recorded in the Consolidated Financial Statements and tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. Deferred tax assets, including the benefit of net operating loss and tax credit carryforwards, are evaluated based on the guidelines for realization and are reduced by a valuation allowance if deemed necessary. We recognize the income tax benefit from an uncertain tax position when it is more likely than not that, based on technical merits, the position will be sustained upon examination, including resolutions of any related appeals or litigation processes. We recognize accrued interest related to uncertain tax positions as a component of income tax expense, and penalties, if incurred, are recognized as a component of operating income. Advertising Expense — We market our products through advertising and other promotional activities, including media, agency, coupons and trade shows. Advertising expense is charged to income during the period incurred, except for expenses related to the development of a major commercial or media campaign which are charged to income during the period in which the advertisement or campaign is first presented by the media. Advertising expense totaled $19.3 million in 2019 , $41.6 million in 2018 and $39.1 million in 2017 . Prepaid advertising expense was $0.1 million in 2019 , $0.0 million in 2018 and $0.5 million in 2017 . Shipping and Handling Fees — Our shipping and handling costs are included in both cost of sales and selling and distribution expense, depending on the nature of such costs. Shipping and handling costs included in cost of sales reflect inventory warehouse costs and product loading and handling costs. Shipping and handling costs included in selling and distribution expense consist primarily of those costs associated with moving finished products from production facilities through our distribution network, including costs associated with its distribution centers, route delivery costs and the cost of shipping products to customers through third party carriers. Shipping and handling costs that were recorded as a component of selling and distribution expense were $1.2 billion in 2019 , $1.2 billion in 2018 and $1.2 billion in 2017 . Insurance Accruals — We retain selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims and other casualty losses. Many of these potential losses are covered under conventional insurance programs with third party insurers with high deductibles. In other areas, we are self-insured. Accrued liabilities related to these retained risks are calculated based upon loss development factors that contemplate a number of factors including claims history and expected trends. Research and Development — Our research and development activities primarily consist of generating and testing new product concepts, new flavors of products and packaging. Our total research and development expense was $3.5 million , $4.4 million and $3.5 million for 2019 , 2018 and 2017 , respectively. Research and development costs are primarily included in general and administrative expenses in our Consolidated Statements of Operations. Recently Adopted Accounting Pronouncements ASU No. 2014-09 — As of January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers . The comprehensive new standard supersedes existing revenue recognition guidance and requires revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The Company adopted the new standard using the modified retrospective approach. Under this method we have provided additional disclosures, including the amount by which each financial statement line item is affected in the current reporting period, as compared to the prior revenue recognition guidance. Additionally, we have provided a disaggregation of our revenue by source and product type and have also included certain qualitative information related to our revenue streams. See Note 3 . The adoption of ASU 2014-09 did not materially impact our results of operations or financial position, except with respect to the change in classification of sales of excess raw materials. The following table summarizes the impact of adopting ASU 2014-09 on our Consolidated Statements of Operations for the year ended December 31, 2019 (in thousands): Year Ended December 31, 2019 As Reported As Without Adoption of ASU 2014-09 Impact of Adoption of ASU 2014-09 Net sales $ 7,328,663 $ 6,948,368 $ 380,295 Cost of sales 5,888,931 5,508,636 380,295 Gross profit $ 1,439,732 $ 1,439,732 $ — The following table summarizes the impact of adopting ASU 2014-09 on our Consolidated Statements of Operations for the year ended December 31, 2018 (in thousands): Year Ended December 31, 2018 As Reported As Without Adoption of ASU 2014-09 Impact of Adoption of ASU 2014-09 Net sales $ 7,755,283 $ 7,240,121 $ 515,162 Cost of sales 6,100,005 5,584,843 515,162 Gross profit $ 1,655,278 $ 1,655,278 $ — Historically, we presented sales of excess raw materials as a reduction of cost of sales within our Consolidated Statements of Operations; however, upon further evaluation of these sales in connection with our implementation of ASC 606, we have determined that it is appropriate to present these sales as revenue. Therefore, on a prospective basis, effective January 1, 2018, we began reporting these sales within the net sales line of our Consolidated Statements of Operations. An adjustment to opening retained earnings was not required as the change in classification of sales of excess raw materials illustrated in the table above did not result in a change to the earnings reported in prior periods. ASU No. 2017-07 — As of January 1, 2018, we adopted ASU 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which requires employers who offer defined benefit pension plans or other post-retirement benefit plans to report the service cost component within the same income statement caption as other compensation costs arising from services rendered by employees during the period. The ASU also requires the other components of net periodic benefit cost to be presented separately from the service cost component, in a caption outside of a subtotal of income from operations. Additionally, the ASU provides that only the service cost component is eligible for capitalization. See Note 16 and 17 for further information on our pension and postretirement plans. The effect of the retrospective presentation change related to the net periodic cost for pension and postretirement benefits on our Consolidated Statements of Operations was as follows (in thousands): Twelve Months Ended December 31, 2017 As Previously Reported Adjustment for Adoption of ASU 2017-07 As Revised Cost of sales $ 5,977,348 $ (390 ) $ 5,976,958 Gross profit 1,817,677 390 1,818,067 Selling and distribution 1,346,948 (531 ) 1,346,417 General and administrative 311,176 (3,383 ) 307,793 Total operating costs and expenses 1,734,415 (3,914 ) 1,730,501 Operating income 83,262 4,304 87,566 Other (income) expense, net (2,942 ) 4,304 1,362 ASU No. 2018-02 — We early adopted ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , effective January 1, 2018 and have applied the guidance as of the beginning of the period of adoption. Our accounting policy is to release the income tax effects from accumulated other comprehensive income when a pension or other postretirement benefit plan is liquidated or extinguished. As permitted under ASU 2018-02, we have elected to record a one-time reclassification for the stranded tax effects resulting from the Tax Act from accumulated other comprehensive income to retained earnings in the amount of $16.8 million on our Consolidated Balance Sheet during the first quarter of 2018. The only impact of stranded tax effects resulting from the Tax Act is with respect to our pension and other postretirement benefit plans. 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 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. We do not expect it to have a significant impact to our condensed consolidated statement of operations or condensed consolidated statement of cash flows in the periods after adoption. See Note 10 for further discussion. ASU No. 2019-12 — We early adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , effective January 1, 2019, and have applied the guidance as of the beginning of the period of adoption. The update is intended to enhance and simplify various aspects of the accounting for income taxes. Amendments in this update remove certain exceptions to the general principles in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The adoption of the new guidance did not have a material impact to the Company. Recently Issued Accounting Pronouncements Effective in 2020 ASU No. 2018-13 — The FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) in August 2018 to modify disclosure requirements related to fair value measurement. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. The effects of this standard on our financial position, results of operations or cash flows are not expected to be material. ASU No. 2018-15 —The FASB also issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) in August 2018. The new guidance reduces complexity for the accounting for costs of implementing a cloud computing service arrangement and 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 (and hosting arrangements that include an internal use software license). For public companies, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Implementation should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The effects of this standard on our financial position, results of operations or cash flows are not expected to be material. 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 are no longer 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. The amendments should be applied retrospectively. Although early adoption is permitted, we do not intend to early adopt this ASU, and we do not expect the eventual adoption to have a material impact on our financial statements. |
Voluntary Reorganization under
Voluntary Reorganization under Chapter 11 | 12 Months Ended |
Dec. 31, 2019 | |
Reorganizations [Abstract] | |
Voluntary Reorganization under Chapter 11 | VOLUNTARY REORGANIZATION UNDER CHAPTER 11 Filing Under Chapter 11 of the United States Bankruptcy Code On November 12, 2019 (the “Petition Date”), we and substantially all of our wholly owned subsidiaries (other than our Securitization Subsidiaries) (the “Filing Subsidiaries” and, together with the Company, the “debtors-in-possession”) filed voluntary petitions for reorganization (collectively, the “Bankruptcy Petitions”) under Chapter 11 of Title 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The debtors-in-possession’s Chapter 11 Cases are being jointly administered under the caption In re Southern Foods Group, LLC, Case No. 19-36313 . Each debtor-in-possession has continued to operate its business as a “debtor in possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The filing of the Bankruptcy Petitions constituted an event of default that accelerated our obligations under the documents governing the Senior Secured Revolving Credit Facility, the Receivables Securitization Facility and our 2023 Notes (collectively, the “Debt Instruments”) and substantially all of our other indebtedness. On the Petition Date, the debtors-in-possession filed a number of motions with the Court generally designed to stabilize their operations and facilitate the debtors-in-possession’s transition into Chapter 11. Certain of these motions sought authority from the Court for the debtors-in-possession to make payments upon, or otherwise honor, certain prepetition obligations (e.g., obligations related to certain employee wages, salaries and benefits and certain vendors and other providers essential to the debtors-in-possession’s businesses). Pursuant to Section 362 of the Bankruptcy Code, the filing of the Bankruptcy Petitions automatically stayed most actions against the debtors-in-possession, including actions to collect indebtedness incurred prior to the Petition Date or to exercise control over the debtors-in-possession’s property. Subject to certain exceptions under the Bankruptcy Code, the filing of the debtors-in-possession’s Chapter 11 Cases also automatically stayed the filing of most legal proceedings and other actions against or on behalf of the debtors-in-possession or their property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the debtors-in-possession’s bankruptcy estates, unless and until the Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above, governmental authorities may determine to continue actions brought under their police and regulatory powers. On November 22, 2019, the United States Trustee for the Southern District of Texas (the “U.S. Trustee”), appointed an official committee of unsecured creditors (the “Creditors’ Committee”) in the Chapter 11 Cases. The Creditors’ Committee represents all unsecured creditors of the debtors-in-possession and has a right to be heard on all matters that come before the Court. Debtors-in-Possession Financing In connection with the Chapter 11 Cases, Coöperatieve Rabobank U.A., New York Branch (“Rabobank”) agreed to provide the debtors-in-possession with a senior secured, superpriority debtor-in-possession facility (the “DIP Facility”) in an aggregate principal amount of $425,000,000 , pursuant to which (i) Rabobank provided a “new money” revolving credit facility in a maximum principal amount of $236,200,000 , and (ii) on the Final Order Date, all of the outstanding loans under the Pre-Petition Credit Agreement (the “Pre-Petition Revolving Loans”) were, on a dollar-for-dollar basis, refinanced, and deemed repaid by (and converted into) terms loans (i.e., the “Revolver Refinancing’). On November 14, 2019, the Bankruptcy Court entered an order approving, on an interim basis, the $425,000,000 financing to be provided pursuant to the DIP Credit Agreement. On December 23, 2019, the Bankruptcy Court entered the Final Order approving the amendment and restatement of the receivables securitization facility in the amount of $425,000,000 . See Note 11 for additional information regarding the DIP Credit Agreement. Going Concern As a result of extremely challenging current market conditions, continuing losses from operations, our current financial condition and the resulting risks and uncertainties surrounding our Chapter 11 proceedings, there is substantial doubt about our ability to continue as a going concern within one year after the date of issuance of these financial statements. Our ability to continue as a going concern is dependent upon, among other things, our ability to become profitable, maintain profitability and successfully implement our Chapter 11 plan of reorganization and/or any sale of all or substantially all of our assets pursuant to Section 363 of the Bankruptcy Code. As a result of the Bankruptcy Petitions, the realization of the debtors-in-possession's assets and the satisfaction of liabilities are subject to significant uncertainty. While operating as debtors-in-possession pursuant to the Bankruptcy Code, we may sell or otherwise dispose of or liquidate assets, or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business for amounts other than those reflected in the accompanying Consolidated Financial Statements. Further, a Chapter 11 plan of reorganization is likely to materially change the amounts and classifications of assets and liabilities reported in our Consolidated Balance Sheet as of December 31, 2019 . As the progress of these plans and transactions is subject to approval of the Bankruptcy Court and therefore not within our control, successful reorganization and emergence from bankruptcy cannot be considered probable and such plans do not alleviate substantial doubt about our ability to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty. Sale of Assets Evercore Group L.L.C. (“Evercore”) and the debtors-in-possession have run an extensive marketing process for the potential sale of all or substantially all of the debtors-in-possession’s assets under Section 363 of the Bankruptcy Code. To effectuate the sale, Evercore and the debtors-in-possession have contacted numerous potential purchasers, the debtors-in-possession have executed non-disclosure agreements with a significant number of such parties, and Evercore has provided additional details to these parties, including access to confidential diligence materials. On February 17, 2020, the debtors-in-possession filed with the Bankruptcy Court the Motion of debtors-in-possession for Entry of Orders (I)(a) Approving Bidding Procedures for Sale of debtors-in-possession’s Assets, (b) Approving the Designation of DFA as the Stalking Horse Bidder for Substantially All of debtors-in-possession’s Assets, (c) Authorizing and Approving Entry into the Stalking Horse Asset Purchase Agreement, (d) Approving Bid Protections, (e) Scheduling Auction for, and Hearing To Approve, Sale of debtors-in-possession’s Assets, (f) Approving Form and Manner Notices of Sale, Auction, and Sale Hearing, (g) Approving Assumption and Assignment Procedures, and (h) Granting Related Relief and (II)(a) Approving Sale of debtors-in-possession’s Assets Free and Clear of Liens, Claims, Interests, and Encumbrances, (b) Authorizing Assumption and Assignment of Executory Contracts and Unexpired Leases, and (c) Granting Related Relief. On March 18, 2020, the debtors-in-possession filed notice with the Bankruptcy Court of the termination of the Stalking Horse Asset Purchase Agreement described above, while seeking approval of proposed bidding procedures with respect to the sale of the Bid Assets (the “Bidding Procedures”), and on March 19, 2020, the Bankruptcy Court held a hearing with respect to the proposed Bidding Procedures. At this hearing, the parties obtained an order of the Bankruptcy Court (the "Bidding Procedures Order") approving the revised Bidding Procedures. Pursuant to the Bidding Procedures Order, the debtors-in-possession intend to sell all of their right, title and interest in and to the Bid Assets free and clear of any pledges, liens, security interests, encumbrances, claims, charges, options, and interests thereon (collectively, the “Interests”) to the maximum extent permitted by section 363 of the Bankruptcy Code, with such Interests to attach to the net proceeds of the sale of the Bid Assets with the same validity and priority as such Interests applied against the Bid Assets. The deadline for the submission of bids that satisfy the requirements of the Bidding Procedures Order (each a “Bid,” and those parties who submit a Bid, each a “Bidder”) is March 30, 2020 at 12:00 p.m. (prevailing Central Time) (the “Bid Deadline”). Immediately following the Bid Deadline, the debtors-in-possession shall, in consultation with the Consultation Parties, (i) review and evaluate each Bid on the basis of financial and contractual terms and other factors relevant to the sale process, including those factors affecting the speed and certainty of consummating the Sale, (ii) determine and identify the highest or otherwise best offer or collection of offers (the “Successful Bid(s)”) and (iii) determine and identify the second best offer or collection of offers (the “Alternate Bid(s)”). The deadline to object to the Successful Bid(s) will be April 1, 2020 at 12:00 p.m. (prevailing Central Time). Following selection of the Successful Bid(s), the debtors-in-possession may, in their discretion, elect to seek approval of the transactions contemplated in the Successful Bid(s) at the hearing to consider and approve the proposed Sale Order (the “Sale Hearing”). The Sale Hearing is proposed to be held on April 3, 2020 at 9:00 a.m. (prevailing Central time) before the Bankruptcy Court. The Sale Hearing may be adjourned by the debtors-in-possession, in consultation with the Consultation Parties, by an announcement of the adjourned date at a hearing before the Bankruptcy Court or by filing a notice on the Bankruptcy Court’s docket. At the Sale Hearing, the debtors-in-possession will seek the Bankruptcy Court’s approval of the Successful Bid(s) and/or, at the debtors-in-possession’s election, the Alternate Bid(s). Liabilities Subject to Compromise Liabilities subject to compromise refers to prepetition obligations which may be affected by the Chapter 11 process. These amounts represent the Company’s current estimate of known or potential obligations to be resolved in connection with the Chapter 11 Cases. Differences between the liabilities the Company has estimated and the claims filed, or to be filed, will be investigated and resolved in connection with the claims resolution process. The Company will continue to evaluate these liabilities throughout the Chapter 11 Cases and adjust amounts as necessary. Such adjustments may be material. The following table summarizes the components of liabilities subject to compromise included in the Company's consolidated balance sheet as of December 31, 2019 (in thousands): December 31, 2019 Debt subject to compromise: Senior notes due 2023 $ 700,000 Accrued interest 7,331 Accounts payable 181,068 Accrued prepetition facility closing and restructuring costs 7,077 Accrued postretirement obligations other than pensions 31,791 Other accrued expenses 100,126 Liabilities subject to compromise $ 1,027,393 Costs of Reorganization The Company has incurred and will continue to incur significant costs associated with the Chapter 11 Case. The amount of these costs, which are being expensed as incurred, are expected to significantly affect the Company's results. Reorganization items represent costs directly associated with the Chapter 11 Cases since the Petition Date. Such costs include professional fees and the elimination of unamortized deferred financing costs associated with debt classified as liabilities subject to compromise. The following table summarizes the components of "Reorganization items" included in the Company's statement of operations (in thousands): Twelve Months Ended December 31, 2019 Professional fees $ 18,688 DIP Credit Agreement financing fees 6,202 Write-off of prepetition deferred financing costs 19,637 Reorganization items $ 44,527 Operating cash payments for bankruptcy-related transactions were $24.9 million for the year ended December 31, 2019 . There were no bankruptcy-related operating cash receipt gains for the year ended December 31, 2019 . Interest Expense The Company has discontinued recording interest on debt instruments classified as liabilities subject to compromise as of the Petition Date. The contractual interest expense on liabilities subject to compromise not accrued or recorded in the Consolidated Statements of Operations was approximately $6.3 million , representing interest expense from the Petition Date through December 31, 2019. Debtors-in-Possession Condensed Combined Financial Statements Condensed combined financial statements of the debtors-in-possession are set forth below. These condensed combined financial statements exclude the financial statements of certain non-debtors-in-possession entities and the Securitization Subsidiaries. Transactions and balances of receivables and payables between debtors-in-possession are eliminated in consolidation. However, the debtors-in-possession’s condensed combined balance sheet includes receivables from related non-debtors-in-possession and payables to related non-debtors-in-possession. BALANCE SHEET December 31, 2019 (in thousands) ASSETS Current assets: Cash and cash equivalents $ 73,163 Receivables, net of allowances 22,812 Inventories 249,330 Prepaid expenses and other current assets 61,096 Total current assets 406,401 Property, plant and equipment, net 820,268 Operating lease right of use assets 275,596 Identifiable intangible and other assets, net 152,772 Investment in nondebtor subsidiaries 19,191 Amounts due from nondebtor subsidiaries 203,478 Total assets $ 1,877,706 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 237,944 Current maturities of long-term debt and finance leases 260,385 Operating lease liabilities 86,297 Total current liabilities 584,626 Long-term debt, net 4,670 Long-term operating lease liabilities 203,477 Other long-term liabilities 271,905 Liabilities subject to compromise 1,027,393 Commitments and contingencies Total stockholders’ equity (214,365 ) Total $ 1,877,706 STATEMENT OF OPERATIONS Year Ended December 31, 2019 (in thousands) Net sales $ 7,294,610 Cost of sales 5,864,267 Gross profit 1,430,343 Operating costs and expenses: Selling and distribution 1,319,050 General and administrative 298,132 Amortization of intangibles 20,314 Prepetition facility closing and restructuring costs, net 17,017 Impairment of goodwill and long-lived assets 177,357 Equity in (earnings) loss of unconsolidated affiliate (4,835 ) Equity in (earnings) loss of nondebtor subsidiaries 347 Total operating costs and expenses 1,827,382 Operating income (loss) (397,039 ) Other (income) expense: Interest expense 69,809 Other expense, net (2,253 ) Reorganization items 44,527 Total other expense 112,083 Loss from continuing operations before income taxes (509,122 ) Income tax benefit (8,532 ) Loss from continuing operations (500,590 ) Gain (loss) on sale of discontinued operations, net of tax (70 ) Net loss $ (500,660 ) STATEMENT OF CASH FLOWS Year Ended December 31, 2019 (in thousands) Net cash used in operating activities $ (56,259 ) Cash flows from investing activities: Payments for property, plant and equipment (89,402 ) Proceeds from sale of fixed assets 5,987 Net cash used in investing activities (83,415 ) Cash flows from financing activities: Repayments of debt (1,834 ) Payments of financing costs (40,627 ) Proceeds from DIP senior credit facility 70,000 Proceeds from senior secured revolver 1,294,501 Payments for senior secured revolver (1,125,001 ) Intercompany loans (1,250 ) Issuance of common stock, net of share repurchases for withholding taxes (425 ) Net cash provided by financing activities 195,364 Increase (decrease) in cash and cash equivalents 55,690 Cash and cash equivalents, beginning of period 17,473 Cash and cash equivalents, end of period $ 73,163 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 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. Twelve Months Ended December 31, 2019 December 31, 2018 December 31, 2017(1) (In thousands) Fluid milk $ 4,580,538 $ 4,756,360 $ 5,315,731 Ice cream(2) 1,040,979 1,077,027 1,107,665 Fresh cream(3) 424,359 397,206 388,514 Extended shelf life and other dairy products(4) 171,003 189,860 196,374 Cultured 250,961 260,044 282,432 Other beverages(5) 256,935 278,838 290,970 Other(6) 96,112 123,062 114,898 Subtotal 6,820,887 7,082,397 7,696,584 Sales of excess raw materials(7) 380,295 515,162 — Sales of other bulk commodities 127,481 157,724 98,441 Total net sales $ 7,328,663 $ 7,755,283 $ 7,795,025 (1) Amounts in 2017 have not been restated as we elected to adopt ASC 606 in 2018 using the modified retrospective method. Sales of excess raw materials of $606.9 million for the twelve months ended December 31, 2017 were included as a reduction of cost of sales in our Consolidated Statements of Operations. (2) Includes ice cream, ice cream mix and ice cream novelties. (3) Includes half-and-half and whipping creams. (4) Includes creamers and other extended shelf life fluids. (5) Includes fruit juice, fruit flavored drinks, iced tea, water and flax-based beverages. (6) Includes items for resale such as butter, cheese, eggs and milkshakes. (7) Historically, we presented sales of excess raw materials as a reduction of cost of sales within our Consolidated Statements of Operations; however, upon further evaluation of these sales in connection with our implementation of ASC 606 in 2018, we determined that it was appropriate to present these sales as revenue. Therefore, on a prospective basis, effective January 1, 2018, we began reporting these sales within the net sales line of our Consolidated Statements of Operations. The following table presents a disaggregation of our net product sales between sales of Company-branded products versus sales of private label products: Twelve Months Ended December 31, 2019 December 31, 2018 December 31, 2017(1) (In thousands) Branded products $ 3,421,371 $ 3,531,656 $ 3,808,496 Private label products 3,399,516 3,550,741 3,888,088 Subtotal 6,820,887 7,082,397 7,696,584 Sales of excess raw materials 380,295 515,162 — Sales of other bulk commodities 127,481 157,724 98,441 Total net sales $ 7,328,663 $ 7,755,283 $ 7,795,025 (1) Amounts in 2017 have not been restated as we elected to adopt ASC 606 in 2018 using the modified retrospective method. Sales of excess raw materials of $606.9 million for the twelve months ended December 31, 2017 were included as a reduction of cost of sales in our Consolidated Statements of Operations. 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. In all cases, we recognize revenue upon delivery to our customers as we have determined that this is the point at which our sole performance obligation is met and control is transferred, as the customer can direct the use and obtain substantially all of the remaining benefits from the asset at this point in time. Revenue is recognized 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 estimated allowances for product returns, trade promotions, 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. 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 sole performance obligation 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. We continually evaluate whether our contractual arrangements with customers result in the recognition of contract assets or liabilities. No such assets or liabilities existed as of December 31, 2019 or December 31, 2018 . 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 costs associated with these programs are accounted for as reductions to the transaction price of our products and are therefore recorded as reductions to the gross sale, unless we receive a distinct good or service as defined under ASC 606. Specifically, a good or service is considered distinct when it is separately identifiable from other promises in the contract, we receive a benefit from the good or service, and the benefit is separable from the sale of our product to the customer. Depending on the specific type of sales incentive and other promotional program, we use either the expected value or most likely amount method to determine the variable consideration. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience and expected levels of performance of the trade promotion or other program. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration. We maintain liabilities at the end of each period for the estimated incentive costs incurred but unpaid for these programs. See Note 8 . Differences between estimated and actual incentive costs are historically not material and are recognized in earnings in the period such differences are determined. |
Investments in Affiliates and D
Investments in Affiliates and Discontinued Operations | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Investments 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 received cash distributions from the joint venture of $5.6 million for the twelve months ended December 31, 2019 . We made purchases from the joint venture of $69.9 million for the twelve months ended December 31, 2019 , which are included in cost of sales within our Consolidated Statements of Operations. 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 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 earnings of the joint venture was $4.8 million and $7.9 million for the years ended December 31, 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. The acquisition was accounted for as a step-acquisition within a business combination. Our equity interest in Good Karma was remeasured to fair value of $ 9.0 million , resulting in a non-taxable gain of $ 2.3 million which was recognized during the year ended December 31, 2018, and is included in other operating income in our Consolidated Statements of Operation. The aggregate fair value purchase price was $ 35.7 million . Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values and include identifiable intangible assets of $ 13.6 million , of which $ 10.7 million relates to an indefinite-lived trademark and $ 2.9 million relates to customer relationships that are subject to amortization over a period of 10 years . We recorded the fair-value of the non-controlling interest in Good Karma of $ 11.8 million in our Consolidated Balance Sheets. The acquisition was funded through cash on hand. The pro forma impact of the acquisition on consolidated net earnings would not have materially changed reported net earnings. Good Karma's results of operations have been consolidated in our 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 on 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 Consolidated Financial Statements for the year ended December 31, 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 year ended December 31, 2019 , we recognized a net gain from the sale of discontinued operations of $0.1 million , net of tax. During the year ended December 31, 2018 , we recognized a net gain from the sale of discontinued operations of $1.9 million , net of tax, resulting from a tax refund received from the settlement of a state tax claim related to our 2013 sale of Morningstar Foods, LLC. Additionally, we recognized a gain from the sale of discontinued operations of $3.0 million , net of tax, primarily related to the release of an uncertain tax position reserve concerning a state filing methodology issue in connection with the sale of Morningstar Foods, LLC. During the year ended December 31, 2017 , we recognized net gains from discontinued operations of $11.3 million due to the lapse of a statute of limitation related to an unrecognized tax benefit previously established as a direct result of the spin-off of The WhiteWave Foods Company, which was completed on May 23, 2013. During the year ended December 31, 2017 , we recognized net gains from the sale of discontinued operations of $2.9 million primarily related to the lapse of the statute of limitations related to unrecognized tax benefits previously established related to the sale of Morningstar Foods, LLC, which was completed on January 3, 2013. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories at December 31, 2019 and 2018 consisted of the following: December 31 2019 2018 (In thousands) Raw materials and supplies $ 98,516 $ 101,620 Finished goods 151,969 153,864 Total $ 250,485 $ 255,484 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment as of December 31, 2019 and 2018 consisted of the following: December 31 2019 2018 (In thousands) Land $ 157,100 $ 162,326 Buildings 648,595 642,986 Leasehold improvements 71,577 84,320 Machinery and equipment 1,781,324 1,873,505 Construction in progress 31,711 45,349 2,690,307 2,808,486 Less accumulated depreciation (1,869,941 ) (1,802,304 ) Total $ 820,366 $ 1,006,182 Depreciation expense amounted to $126.7 million , $133.0 million and $145.1 million during the years ended December 31, 2019 , 2018 and 2017 , respectively. There was no material interest capitalized during the years ended December 31, 2019 and 2018 . See Note 18 for information regarding property, plant and equipment write-downs incurred in conjunction with our facility closings and certain other events. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Our goodwill and intangible assets have resulted from acquisitions. Upon acquisition, the purchase price is first allocated to identifiable assets and liabilities, including trademarks and customer-related intangible assets, with any remaining purchase price recorded as goodwill. Goodwill and intangible assets with indefinite lives are not amortized. Finite-lived intangible assets are amortized over their expected useful lives. Determining the expected life of an intangible asset is based on a number of factors including the competitive environment, history and anticipated future support. As of December 31, 2019 , the gross carrying value of goodwill was $2.26 billion and accumulated goodwill impairment was $2.26 billion . We recorded a goodwill impairment charge of $2.08 billion in 2011 and a goodwill impairment charge of $0.19 billion in 2018. We conduct impairment tests of indefinite-lived intangible assets annually in the fourth quarter and on an interim basis when circumstances arise that indicate a possible impairment. Considerable management judgment is necessary to evaluate indefinite-lived intangible assets for impairment. We estimate fair value using widely accepted valuation techniques including the relief-from-royalty method with respect to our indefinite-lived trademarks. We base our fair value estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. Changes in these estimates or assumptions could materially affect the determination of fair value. In the fourth quarter of 2019, as a result of declining volumes and projected future cash flows related to one of our indefinite-lived trademarks, we recorded an impairment charge of $21.5 million to reduce the carrying value of the trademark to its estimated fair value. Based on the results of our annual impairment testing of our indefinite-lived trademarks completed during the fourth quarter of 2019 , we did not record any other impairment charges. We evaluate our finite-lived intangible assets for impairment upon a significant change in the operating environment or whenever circumstances indicate that the carrying value may not be recoverable. If an evaluation of the undiscounted cash flows indicates impairment, the asset is written down to its estimated fair value, which is generally based on discounted future cash flows. Prior to 2015, certain of our trademarks were not amortized as our intent was to continue to use these intangible assets indefinitely. During the first quarter of 2015, we approved the launch of DairyPure ® , our national white milk brand. In connection with the approval of the launch of DairyPure ® , we re-evaluated our indefinite-lived trademarks and determined them to be finite-lived, with remaining useful lives of 5 years . In the first quarter of 2016, we further evaluated the remaining useful life of our finite-lived trademarks in conjunction with our newly approved strategy around our ice cream brands. Based on our evaluation, we extended the useful lives of certain of our finite-lived trademarks. Our finite-lived trademarks are being 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 6 years . The net carrying amounts of our intangible assets as of December 31, 2019 and 2018 were as follows: December 31, 2019 December 31, 2018 Acquisition Costs Accumulated Impairment Accumulated Amortization Net Carrying Amount Acquisition Costs Accumulated Impairment Accumulated Amortization Net Carrying Amount (In thousands) Intangible assets with indefinite lives: Trademarks $ 69,315 $ (21,500 ) $ — $ 47,815 $ 69,315 $ — $ — $ 69,315 Intangible assets with finite lives: Customer-related and other 83,545 — (49,590 ) 33,955 83,545 — (45,423 ) 38,122 Trademarks 230,709 (109,910 ) (91,053 ) 29,746 230,709 (109,910 ) (74,621 ) 46,178 Total $ 383,569 $ (131,410 ) $ (140,643 ) $ 111,516 $ 383,569 $ (109,910 ) $ (120,044 ) $ 153,615 Amortization expense on intangible assets for the years ended December 31, 2019 , 2018 and 2017 was $20.6 million , $20.5 million and $20.7 million , respectively. The amortization of intangible assets is reported on a separate line item in our Consolidated Statements of Operations. Estimated aggregate intangible asset amortization expense for the next five years is as follows (in millions): 2020 $ 12.5 2021 10.8 2022 8.1 2023 7.3 2024 6.8 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses as of December 31, 2019 and 2018 consisted of the following: December 31 2019 2018 (In thousands) Accounts payable $ 380,121 $ 434,827 Payroll and benefits, including incentive compensation 48,477 57,164 Health insurance, workers’ compensation and other insurance costs 40,950 58,706 Customer rebates 33,717 41,266 Other accrued liabilities 62,467 107,698 Total $ 565,732 $ 699,661 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The following table presents the 2019 , 2018 and 2017 income tax expense (benefit): Year Ended December 31 2019 2018(1) 2017(2) (In thousands) Current income taxes: Federal $ (4,624 ) $ (258 ) $ (1,315 ) State 1,015 33 1,317 Foreign 536 (554 ) 844 Total current income tax expense (benefit) (3,073 ) (779 ) 846 Deferred income taxes: Federal (9,928 ) (49,115 ) (38,100 ) State 3,806 7,611 11,075 Total deferred income tax expense (benefit) (6,122 ) (41,504 ) (27,025 ) Total income tax expense (benefit) $ (9,195 ) $ (42,283 ) $ (26,179 ) (1) Excludes $5.9 million of income tax benefit related to discontinued operations. (2) Excludes $14.2 million of income tax expense related to discontinued operations. The following is a reconciliation of income tax expense (benefit) computed at the U.S. federal statutory tax rate to income tax expense (benefit) reported in our Consolidated Statements of Operations: Year Ended December 31 2019 2018 2017 Amount Percentage Amount Percentage Amount Percentage (In thousands, except percentages) Tax expense (benefit) at statutory rate $ (107,085 ) 21.0 % $ (78,648 ) 21.0 % $ 7,435 35.0 % State income taxes (22,042 ) 4.3 (17,159 ) 4.6 1,844 8.7 Uncertain tax position (3,549 ) 0.7 — — — — Corporate owned life insurance — — (85 ) — (933 ) (4.4 ) Nondeductible executive compensation 1,753 (0.3 ) 566 (0.1 ) 371 1.8 Impairment — — 35,109 (9.4 ) — — Change in valuation allowances 118,126 (23.2 ) 17,355 (4.6 ) 5,851 27.5 Share-based compensation(1) — — 1,073 (0.3 ) 2,995 14.1 Domestic production activities deduction — — — — (244 ) (1.2 ) Transition tax on unrepatriated foreign earnings — — — — 2,106 9.9 Tax reform revaluation of deferred taxes — — — — (45,840 ) (215.8 ) Other 3,602 (0.7 ) (494 ) 0.1 236 1.2 Total $ (9,195 ) 1.8 % $ (42,283 ) 11.3 % $ (26,179 ) (123.2 )% (1) Includes excess tax benefits and deficiencies related to share-based payments recorded in the provision of income taxes because of the adoption of ASU 2016-09, Compensation — Stock Compensation — Improvements to Employee Share-Based Payment Accounting in 2017. The tax effects of temporary differences giving rise to deferred income tax assets (liabilities) were: December 31 2019(1) 2018(2) (In thousands) Deferred income tax assets: Accrued liabilities $ 44,541 $ 54,906 Retirement plans and postretirement benefits 10,751 12,190 Share-based compensation 452 2,343 Receivables and inventories 7,182 6,789 Derivative financial instruments 198 1,075 Net operating loss carryforwards 137,138 61,009 Tax credits and other carryforwards 32,707 23,195 Lease liability 72,907 — Valuation allowances (155,841 ) (40,966 ) 150,035 120,541 Deferred income tax liabilities: Property, plant and equipment (74,247 ) (113,272 ) Operating lease right of use assets (69,340 ) — Intangible assets (5,603 ) (14,475 ) Prepaid expenses (5,002 ) — Other (909 ) (3,983 ) (155,101 ) (131,730 ) Net deferred income tax asset (liability) $ (5,066 ) $ (11,189 ) (1) Includes $4.4 million of deferred tax assets related to uncertain tax positions. (2) Includes $5.4 million of deferred tax assets related to uncertain tax positions. These net deferred income tax assets (liabilities) are classified in our Consolidated Balance Sheets as follows: December 31 2019 2018 (In thousands) Noncurrent assets $ — $ 2,518 Noncurrent liabilities (5,066 ) (13,707 ) Total $ (5,066 ) $ (11,189 ) At December 31, 2019 , we had $137.1 million of tax-effected federal and state net operating losses and $32.7 million of federal and state tax credits and other carryovers available for use in future years. These items are subject to certain limitations, and a portion will begin to expire in 2020 . A valuation allowance of $155.8 million has been established because we do not believe it is more likely than not that all federal and state deferred tax assets will be realized. Our valuation allowance increased $114.9 million in 2019 , which primarily relates to our assessment of the realizability of our net deferred federal and state tax assets, as well as certain federal and state net operating losses and tax credits. The following is a reconciliation of gross unrecognized tax benefits, including interest, recorded in our Consolidated Balance Sheets: December 31 2019 2018 2017 (In thousands) Balance at beginning of year $ 9,450 $ 15,054 $ 30,410 Increases in tax positions for current year 73 211 251 Increases in tax positions for prior years 5,159 244 904 Decreases in tax positions for prior years (6,674 ) (5,842 ) (53 ) Settlement of tax matters — (217 ) — Lapse of applicable statutes of limitations (3,227 ) — (16,458 ) Balance at end of year $ 4,781 $ 9,450 $ 15,054 Of the total unrecognized tax benefit balance at December 31, 2019 , $0.4 million would impact our effective tax rate if recognized. The remaining $4.4 million represents tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Due to the impact of deferred income tax accounting, the disallowance of the shorter deductibility period would not affect our effective tax rate but would accelerate payment of cash to the applicable taxing authority. We do not expect a material change to our gross liability for uncertain tax positions during the next 12 months . We recognize accrued interest related to uncertain tax positions as a component of income tax expense. Penalties, if incurred, are recorded in general and administrative expenses in our Consolidated Statements of Operations. Interest expense recorded in income tax expense for 2019 , 2018 and 2017 was immaterial. Our liability for uncertain tax positions included accrued interest of $0.2 million and $0.8 million at December 31, 2019 and 2018 , respectively. As of December 31, 2019 , our 2016 through 2018 U.S. consolidated income tax returns remain open for examination by the IRS. State income tax returns are generally subject to examination for a period of three to five years after filing. |
Leases
Leases | 12 Months Ended |
Dec. 31, 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 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 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 December 31, 2019 , we had approximately 1,400 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 DIP 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 11 . 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 December 31, 2019 , 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): Twelve months ended December 31, 2019 Operating lease cost $ 124,866 Finance lease cost 2,110 Amortization of ROU assets 1,857 Interest on lease liability 253 Short term lease cost (1) 14,337 Variable lease cost (2) 11,056 Sublease income (6,061 ) Total net lease cost $ 146,308 (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 amounts 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 December 31, 2019 Operating leases: Operating lease ROU asset $ 275,596 Current operating lease liabilities $ 86,297 Long-term operating lease liabilities 203,477 Total operating lease liabilities $ 289,774 The weighted-average remaining lease term of our operating leases as of December 31, 2019 was 4.7 years , and our weighted-average discount rate was 6.4% . Supplemental cash flow and other information related to leases was as follows (in thousands): Twelve months ended December 31, 2019 Operating cash flows information: Cash paid for amounts included in the measurement of lease liabilities $ 123,158 Non-cash activity: Right of use assets obtained in exchange for operating lease obligations $ 32,209 Maturities of operating lease liabilities were as follows (in thousands): As of December 31, 2019 2020 $ 101,253 2021 75,970 2022 54,735 2023 40,127 2024 27,851 Thereafter 35,946 Total lease payments $ 335,882 Less: imputed interest (46,108 ) Total lease obligations $ 289,774 Less: current obligations 86,297 Long-term lease obligations $ 203,477 Disclosures related to periods prior to adoption of the New Lease Standard Prior to the adoption of this standard, rent expense was $143.3 million and $135.4 million for 2018 and 2017 , respectively. |
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 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 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 December 31, 2019 , we had approximately 1,400 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 DIP 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 11 . 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 December 31, 2019 , 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): Twelve months ended December 31, 2019 Operating lease cost $ 124,866 Finance lease cost 2,110 Amortization of ROU assets 1,857 Interest on lease liability 253 Short term lease cost (1) 14,337 Variable lease cost (2) 11,056 Sublease income (6,061 ) Total net lease cost $ 146,308 (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 amounts 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 December 31, 2019 Operating leases: Operating lease ROU asset $ 275,596 Current operating lease liabilities $ 86,297 Long-term operating lease liabilities 203,477 Total operating lease liabilities $ 289,774 The weighted-average remaining lease term of our operating leases as of December 31, 2019 was 4.7 years , and our weighted-average discount rate was 6.4% . Supplemental cash flow and other information related to leases was as follows (in thousands): Twelve months ended December 31, 2019 Operating cash flows information: Cash paid for amounts included in the measurement of lease liabilities $ 123,158 Non-cash activity: Right of use assets obtained in exchange for operating lease obligations $ 32,209 Maturities of operating lease liabilities were as follows (in thousands): As of December 31, 2019 2020 $ 101,253 2021 75,970 2022 54,735 2023 40,127 2024 27,851 Thereafter 35,946 Total lease payments $ 335,882 Less: imputed interest (46,108 ) Total lease obligations $ 289,774 Less: current obligations 86,297 Long-term lease obligations $ 203,477 Disclosures related to periods prior to adoption of the New Lease Standard Prior to the adoption of this standard, rent expense was $143.3 million and $135.4 million for 2018 and 2017 , respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Our long-term debt as of December 31, 2019 and December 31, 2018 consisted of the following: December 31, 2019 December 31, 2018 Amount Interest Rate Amount Interest Rate (In thousands, except percentages) Dean Foods Company debt obligations: Senior secured debtor-in-possession credit facility 258,800 9.11 % * $ — — % Senior secured revolving credit facility — — 19,300 4.65 * Senior notes due 2023 700,000 6.50 700,000 6.50 958,800 719,300 Subsidiary debt obligations: Receivables securitization facility 180,000 3.50 * 190,000 3.54 * Finance lease and other 6,255 — 1,618 — 186,255 191,618 Subtotal 1,145,055 910,918 Unamortized debt issuance costs — (4,574 ) Less liabilities subject to compromise (700,000 ) — Total debt 445,055 906,344 Less current portion (440,385 ) (1,174 ) Total long-term portion $ 4,670 $ 905,170 * Represents a weighted average rate, including applicable interest rate margins. The scheduled debt maturities at December 31, 2019 were as follows (in thousands): 2020 $ 440,519 2021 1,340 2022 1,058 2023 873 2024 400 Thereafter 865 Total debt $ 445,055 Senior Secured Revolving Credit Facility — On February 22, 2019, we entered into an 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 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 were limited to the lower of the maximum facility amount and borrowing base availability. The borrowing base availability amount was equal to 65% of the value of certain of our equipment and real property. We 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 was 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 the lesser of 50% of the borrowing base under the Credit Facility and $175 million at any time when the Company's fixed charge coverage ratio was less than 1.05 to 1.00. The Credit Facility was set to mature on February 22, 2024, with a September 15, 2022 springing maturity date in the event we didn't repay or refinance the 2023 Notes on or prior to July 15, 2022. A portion of the Credit Facility was 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 bore 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. 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 the maximum facility amount). One August 27, 2019, we entered into supplements to the Credit Agreement and elected our right to increase the aggregate principal amount of the commitments under the Credit Agreement by $85 million to an aggregate principal amount of $350 million . In connection with the execution of the Credit Agreement, including the amendment and supplements thereof, as well as post-closing appraisal work, we paid certain arrangement fees of approximately $11.9 million to lenders and other fees of approximately $3.2 million , which were capitalized and amortized to interest expense over the term of the facility. In connection with our bankruptcy filing, we wrote off the full $13.8 million of unamortized debt issuance costs. On November 14, 2019, the United States Bankruptcy Court for the Southern District of Texas ("the Court") entered an order approving, on an interim basis, a new Senior Secured Debtor-in-Possession Credit Facility that, among other things, refinanced and effectively replaced the Credit Agreement. A final order approving the agreement was entered by the Court on December 23, 2019. During the existence of the Credit Facility, our average daily balance for the year ended December 31, 2019 was $56.2 million . Senior Secured Debtor-in-Possession Credit Facility — On November 14, 2019, the Bankruptcy Court entered an order approving, on an interim basis, the financing to be provided pursuant to the DIP Credit Agreement. The DIP Credit Agreement was entered into by and among the Company, as borrower, the DIP Lenders and the DIP Agent. A final order approving the agreement was entered by the Court on December 23, 2019. The DIP Credit Agreement provides for a senior secured superpriority debtor-in-possession credit facility in the aggregate principal amount of up to $425 million consisting of (i) a new money revolving loan facility in an aggregate principal amount of approximately $236.2 million , which may be in the form of revolving loans or, subject to a sub-limit of $25 million , the form of letters of credit and (ii) term loans refinancing the aggregate principal amount of all outstanding loans under our prepetition Credit Agreement as of the Petition Date. In connection with the execution of the DIP Credit Agreement, we paid certain arrangement fees of approximately $14.0 million , which were capitalized and will be amortized to interest expense over the remaining term of the facility. As of December 31, 2019 , we had total outstanding borrowings of $258.8 million under the DIP Credit Agreement, consisting of $188.8 million outstanding for our term loans portion and $70.0 million outstanding for our revolving loan facility portion. Our average daily balance under the DIP Credit Agreement during the year ended December 31, 2019 was $200.9 million . There were no letters of credit issued under the DIP Credit Agreement as of December 31, 2019 . Our obligations under the DIP Facility are guaranteed by all of our subsidiaries that are debtors-in-possession in the Chapter 11 Cases. In addition, subject to the terms of the Final Order entered on December 23, 2019, the claims of the DIP Lenders are (i) entitled superpriority administrative expense claim status and (ii) subject to certain customary exclusions in the credit documentation, secured by (x) a perfected first priority lien on all property of the Loan Parties not subject to valid, perfected and non-avoidable liens in existence on the Petition Date, (y) a perfected first priority priming lien on collateral under the Senior Secured Revolving Credit Facility and (z) a perfected junior lien on all property of the Loan Parties and the proceeds thereof that are subject to valid, perfected and non-avoidable liens in existence on the Petition Date or valid and non-avoidable liens in existence on the Petition Date that are perfected subsequent to the Petition Date to the extent permitted by Section 546(b) of the Bankruptcy Code, in each case subject to a carve-out for the debtors-in-possession’s professional fees and certain liens permitted by the terms of the DIP Credit Agreement. The scheduled maturity date of the DIP facility is August 14, 2020. However, we may elect to extend the scheduled maturity date by an additional three months subject to the satisfaction of certain conditions, including the payment of an extension fee of 0.50% of the aggregate principal amount of the DIP loans and commitments outstanding. The DIP loans bears interest at an interest rate per annum equal to, at the Company's option (i) LIBOR plus 7.0% or (ii) the base rate plus 6.0% . In addition, borrowings under the DIP revolving 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 less the carve-out amount referenced above and the aggregate principal amount of DIP term loans. Our ability to borrow is also limited by the condition that our unrestricted cash (less budgeted disbursements for the immediately succeeding week and the carve-out) does not exceed $30 million after giving effect to such borrowing. Under the DIP Credit Agreement, we may make optional prepayments of the DIP Loans, in whole or in part, without penalty (other than applicable breakage and redeployment costs and the payment of certain other fees as more fully set forth in the DIP Credit Agreement). In addition, subject to certain exceptions and conditions described in the DIP Credit Agreement, we are obligated to prepay the obligations thereunder with the net cash proceeds of certain asset sales and with casualty insurance proceeds. Furthermore, we are required to prepay obligations to the extent (i) revolving exposure under the DIP revolving facility exceeds the greater of the revolving commitments and the borrowing base or (ii) our unrestricted cash (less budgeted disbursements for the immediately succeeding week and the carve-out) exceeds $30 million for a period of 5 consecutive business days. The DIP Credit Agreement also contains customary representations, warranties and covenants that are typical and customary for debtors-in-possession facilities of this type, 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 other indebtedness, investments, loans and advances, transactions with affiliates, sale and leaseback transactions and compliance with case milestones. The DIP Credit Agreement also contains customary events of default, including as a result of certain events occurring in the Chapter 11 Cases. Furthermore, the DIP Credit Agreement requires us to comply with a variance covenant that compares actual operating disbursements and receipts and capital expenditures to the budgeted amounts set forth in the DIP budgets delivered to the DIP agent and DIP lenders on or prior to the closing date and updated periodically thereafter pursuant to the terms of the DIP Credit Agreement. In addition, on February 10, 2020, the Company entered into the first amendment to the DIP Credit Agreement (the “First DIP Amendment”) to extend several of the milestone dates set forth in the DIP Credit Agreement, including extending from February 10, 2020 to February 24, 2020 the date by which the Company must elect whether it intends to pursue a sale of its assets under Section 363 of Title 11 of the U.S. Code or a plan of reorganization, and if it elects a sale to file a motion seeking approval thereof. Dean Foods Receivables Securitization Facility — We have a $425 million receivables securitization facility pursuant to which certain of our subsidiaries sell their accounts receivable to two wholly-owned entities intended to be bankruptcy-remote. The entities then transfer the receivables to third-party asset-backed commercial paper conduits sponsored by major financial institutions. The assets and liabilities of these two entities are fully reflected in our Consolidated Balance Sheets, and the securitization is treated as a borrowing for accounting purposes. On January 4, 2017 , we amended the purchase agreement governing the receivables securitization facility to, among other things, (i) extend the liquidity termination date to January 4, 2020 , (ii) reduce the maximum size of the receivables securitization facility to $450 million , (iii) replace the senior secured net leverage ratio with a total net leverage ratio to be consistent with the amended leverage ratio covenant under the January 4, 2017 amendment to the Credit Agreement described above, and (iv) modify certain pricing terms such that advances outstanding under the receivables securitization facility will bear interest between 0.90% and 1.05% , and the Company will pay an unused fee between 0.40% and 0.55% on undrawn amounts, in each case based on the Company's total net leverage ratio. On January 17, 2019, we amended and restated the existing receivables purchase agreement ("Existing RPA") governing our receivables securitization facility to, among other things, (i) waive compliance with the financial covenant in the Existing RPA requiring the Company to maintain a total net leverage ratio (as defined in the Existing RPA) 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 Existing RPA arising from non-compliance with the Financial Covenant under the prior Credit Facility. The waiver is subject to termination upon the earliest to occur of (a) March 1, 2019, (b) the date, if any, on which any Seller Party (as defined in the Existing RPA) breaches its obligations under Amendment No. 2 and (c) the date, if any, on which the Collateral Agent (as defined in the Existing RPA) enters into a forbearance agreement with the Company relating to (x) the prior Credit Agreement, dated as of March 26, 2015, by and among the Company and the lenders and other parties from time to time party thereto (y) the exercise of remedies with respect to the prior Credit Facility. On February 22, 2019, we amended and restated the Existing RPA to, among other things, (i) extend the liquidity termination date to February 22, 2022 and (ii) replace the leverage ratio covenant with a springing fixed charge coverage ratio 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) is less than 50% of the borrowing base under the Credit Facility (or, at any time prior to inclusion of certain equipment and real property, less than $100 million ). On November 14, 2019, we amended and restated the Existing RPA to continue the receivables securitization facility during the Chapter 11 cases. The amendment and restatement had been previously approved by the Bankruptcy Court on November 13, 2019. The amendment and restatement, among other things, (i) modifies certain covenants, representations, events of default and cross defaults arising as a result of the commencement of the Chapter 11 Cases, (ii) modifies the other rights and obligations of the parties to the facility in order to give effect to, and in certain instances be subject to, orders of the Court from time to time, (iii) reduces the total size of the facility from $450 million to $425 million , with a corresponding reduction to availability thereunder, (iv) modifies certain pricing terms and fees payable under the facility, (v) makes certain other amendments, including in order to give effect to future issuances of letters of credit and (vi) grants superpriority administrative expense claim status to certain indemnification, performance guaranty and other obligations of certain of the debtors-in-possession under the receivables securitization facility documents. It also adjusted the maturity date to August 14, 2020. The Bankruptcy Court approved this amendment and restatement pursuant to a final order on December 23, 2019. On February 10, 2020, we further amended the receivables purchase agreement to give effect to the First DIP Amendment for purposes of our compliance with the covenants under receivables securitization facility. In connection with certain of the amendments to the receivables purchase agreement during the year, we paid certain arrangement fees of approximately $10.8 million to lenders and other fees of approximately $0.6 million , which were capitalized and will be amortized to interest expense over the remaining term of the facility. Additionally, we wrote off $2.2 million of unamortized deferred financing costs in connection with the amendments. The receivables purchase agreement contains covenants consistent with those contained in the prior Credit Agreement. Based on the monthly borrowing base formula, we had the ability to borrow up to $425.0 million of the total commitment amount under the receivables securitization facility as of December 31, 2019 . The total amount of receivables sold to these entities as of December 31, 2019 was $530.1 million . During the year ended December 31, 2019 , we borrowed $0.7 billion and repaid $0.7 billion under the facility with a remaining balance of $180.0 million as of December 31, 2019 . In addition to letters of credit in the aggregate amount of $236.7 million that were issued but undrawn, the remaining available borrowing capacity was $8.3 million at December 31, 2019 . Our average daily balance under this facility during the year ended December 31, 2019 was $246.0 million . The receivables securitization facility bears interest at a variable rate based upon commercial paper and one-month LIBO rates plus an applicable margin based on our total net leverage ratio. Dean Foods Company Senior Notes due 2023 — On February 25, 2015, we issued $700 million in aggregate principal amount of 6.50% senior notes due 2023 (the "2023 Notes") at an issue price of 100% of the principal amount of the 2023 Notes in a private placement for resale to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and in offshore transactions pursuant to Regulation S under the Securities Act. In connection with the issuance of the 2023 Notes, we paid certain arrangement fees of approximately $7.0 million to initial purchasers and other fees of approximately $1.8 million , which were deferred and netted against the outstanding debt balance, and were amortized to interest expense over the remaining term of the 2023 Notes. In connection with the bankruptcy filing, we wrote off $3.6 million of unamortized deferred financings costs. The 2023 Notes are our senior unsecured obligations and 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 were scheduled to mature on March 15, 2023. However, as a result of the Bankruptcy Petitions, the payment obligations under the 2023 Notes were accelerated. The carrying value under the 2023 Notes at December 31, 2019 was $700.0 million . Due to the unsecured nature of the 2023 Notes, the full amount outstanding was reclassified as Liabilities Subject to Compromise on the Consolidated Balance Sheet and is no longer included as part of long-term debt. See Note 2 for additional information. See Note 12 for information regarding the fair value of the 2023 Notes as of December 31, 2019 and 2018 . Capital Lease Obligations and Other — Capital lease obligations of $6.3 million and $1.6 million as of December 31, 2019 and 2018 , respectively, were primarily comprised of our leases for information technology equipment. See Note 20 . |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 raw milk, butterfat, sweeteners and other commodity costs used in the manufacturing, packaging and distribution of our products, such as natural gas, resin and diesel fuel. To secure adequate supplies of materials and bring greater stability to the cost of ingredients and their related manufacturing, packaging and distribution, we routinely enter into forward purchase contracts and other purchase arrangements with suppliers. Under the forward purchase contracts, we commit to purchasing agreed-upon quantities of ingredients and commodities at agreed-upon prices at specified future dates. The outstanding purchase commitment for these commodities at any point in time typically ranges from one month ’s to one year ’s anticipated requirements, depending on the ingredient or commodity. These contracts are considered normal purchases. In addition to entering into forward purchase contracts, from time to time we may purchase over-the-counter contracts from our qualified 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 Consolidated 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. As of December 31, 2019 and 2018 , our derivatives recorded at fair value in our Consolidated Balance Sheets were: Derivative Assets Derivative Liabilities December 31, December 31, December 31, December 31, (In thousands) Commodities contracts — current(1) $ 576 $ 11 $ 1,364 $ 4,328 Commodities contracts — non-current(2) — — — — Total derivatives $ 576 $ 11 $ 1,364 $ 4,328 (1) Derivative assets and liabilities that have settlement dates equal to or less than 12 months from the respective balance sheet date were included in prepaid expenses and other current assets and accounts payable and accrued expenses, respectively, in our Consolidated Balance Sheets. (2) Derivative assets and liabilities that have settlement dates greater than 12 months from the respective balance sheet date were included in identifiable intangible and other assets, net, and other long-term liabilities, respectively, in our 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 December 31, 2019 is as follows (in thousands): Fair Value Level 1 Level 2 Level 3 Assets — Commodities contracts $ 576 $ — $ 576 $ — Liabilities — Commodities contracts 1,364 — 1,364 — 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 Level 1 Level 2 Level 3 Assets — Commodities contracts $ 11 $ — $ 11 $ — Liabilities — 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 amounts and fair value of the 2023 Notes at December 31: 2019 2018 Amount Outstanding Fair Value Amount Outstanding Fair Value (In thousands) Dean Foods Company senior notes due 2023 $ 700,000 $ 101,780 $ 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 this plan are primarily invested in money market and mutual funds and are held at fair value. We classify these assets as Level 2 as fair value can be corroborated based on quoted market prices for identical or similar instruments in markets that are not active. The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of December 31, 2019 (in thousands): Total Level 1 Level 2 Level 3 Mutual funds 1,943 — 1,943 — 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 | 12 Months Ended |
Dec. 31, 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. 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. 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. As a result, no dividends were paid in the year ended December 31, 2019 . Quarterly dividends of $0.09 per share were paid in each quarter of 2018 through September 30, 2018, and a quarterly dividend of $0.03 per share was paid in December 2018, totaling approximately $27.4 million for the year ended December 31, 2018 . Quarterly dividends of $0.09 per share were paid in each quarter of 2017 , totaling approximately $32.7 million for the year ended December 31, 2017 . Dividends are presented as a reduction to retained earnings in our 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 Award Plans — The Dean Foods Company 2016 Stock Incentive Plan (the “2016 Plan”), approved on May 11, 2016, allows grant awards of various types of equity-based compensation, including stock options, stock appreciation rights (‘‘SARs’’), restricted stock and restricted stock units, performance shares and performance units and other types of stock-based awards as compensation to employees, consultants and directors. The maximum number of shares that are available to be awarded under the 2016 Plan is 11,750,000 shares of common stock of the Company and is inclusive of the shares remaining available for issuance under the 2007 Stock Incentive Plan (the "2007 Plan"), which expired upon the 2016 Plan approval. Any shares subject to any award granted under the 2016 Plan or the 2007 Plan which for any reason expires after the effective date of the 2016 Plan without having been exercised, or is canceled, terminated or otherwise settled without the issuance of stock will again be available for grant under the 2016 Plan. However, to the extent that any options or SARs are exercised by delivering the net value of such award in shares (a so-called ‘‘net exercise’’), the total number of shares for which the option or SAR is exercised, and not just the net number of shares delivered upon such exercise, will be counted as though issued under the 2016 Plan. Additionally, any shares that are canceled or surrendered to satisfy a participant’s applicable tax withholding obligations in respect of any award granted under the 2016 Plan or the 2007 Plan will not again become available for issuance. If any full-value award granted under the 2016 Plan or granted under the 2007 Plan expires without having been exercised, or is canceled, terminated or otherwise settled without the issuance of stock, that number of shares equal to (x) the number of shares subject to such award multiplied by (y) the multiplier applicable under the applicable plan (that is, two shares for each share subject to each such full-value award granted under the 2016 Plan and 1.67 for each full-value award granted under the 2007 Plan) will become available for issuance under the 2016 Plan. As of December 31, 2019 , we had approximately 8.5 million shares, in the aggregate, available for grant under the 2016 Plan. On February 23, 2020, the Compensation Committee of the Company's Board of Directors approved the cancellation of all outstanding awards under the 2016 Plan, excluding restricted stock awards to non-employee directors, effective as of November 12, 2019. These outstanding awards include all outstanding restricted stock units, performance stock units, phantom shares and stock options discussed below. The restricted stock awards to non-employee directors now have an accelerated vesting date of March 31, 2020. All canceled awards will be returned to the aggregate shares available for grant under the 2016 Plan. Restricted Stock Units — We issue restricted stock units ("RSUs") to certain senior employees and non-employee directors as part of our long-term incentive 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 year ended December 31, 2019 : Employees Non-Employee Directors Total RSUs outstanding at January 1, 2019 840,431 140,539 980,970 RSUs granted 1,664,256 268,373 1,932,629 Shares issued upon vesting of RSUs (239,509 ) (93,670 ) (333,179 ) RSUs canceled or forfeited(1) (1,717,354 ) (17,528 ) (1,734,882 ) RSUs outstanding at December 31, 2019 547,824 297,714 845,538 Weighted-average per share grant date fair value $ 3.09 $ 4.84 $ 3.71 (1) Pursuant to the terms of our stock unit plans, employees have the option of forfeiting stock units to cover their minimum statutory tax withholding when shares are issued. Any stock units surrendered or canceled in satisfaction of participants’ tax withholding obligations are not available for future grants under the plans. The following table summarizes information about our RSU grants and RSU expense during the years ended December 31, 2019 , 2018 and 2017 (in thousands, except per share amounts): Year Ended December 31 2019 2018 2017 Total intrinsic value of RSUs vested/distributed during the period $ 1,565 $ 2,496 $ 7,960 Weighted-average grant date fair value of RSUs granted 2.82 8.92 17.91 Tax benefit related to RSU expense 516 972 2,071 At December 31, 2019 , there was $1.9 million of total unrecognized RSU expense, all of which is related to unvested awards. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.24 years. Performance Stock Units — In 2016, we began granting performance stock units ("PSUs") as 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 award that is expected to vest. The fair value of the PSUs is remeasured at each reporting period. The following table summarizes PSU activity during the year ended December 31, 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 (472,891 ) 3.37 Performance adjustment(1) (240,761 ) 8.92 Outstanding at December 31, 2019 312,722 $ 3.15 (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 period. The fair value of the awards is remeasured at each reporting period. Compensation expense, which is variable, is recognized over the vesting period with a corresponding liability, which is recorded in accounts payable and accrued expenses in our Consolidated Balance Sheets. The following table summarizes the phantom share activity during the year ended December 31, 2019 : Shares Weighted- Average Grant Date Fair Value Outstanding at January 1, 2019 2,007,427 $ 11.35 Granted 5,102,334 2.84 Converted/paid (864,364 ) 12.14 Forfeited (1,526,346 ) 4.72 Outstanding at December 31, 2019 4,719,051 $ 4.15 Restricted Stock — We offer our non-employee directors the option to receive certain compensation for services rendered in either cash or shares of restricted stock equal to 150% of the fee amount. Shares of restricted stock vest one-third on grant, one-third on the first anniversary of grant and one-third on the second anniversary of grant. The following table summarizes restricted stock activity during the year ended December 31, 2019 : Shares Weighted- Average Grant Date Fair Value Unvested at January 1, 2019 87,526 $ 8.44 Restricted shares granted 156,961 1.42 Restricted shares vested (88,164 ) 4.59 Unvested at December 31, 2019 156,323 $ 3.56 Stock Options — We did not grant any stock options during 2017 , 2018 or 2019 . At December 31, 2019 , there was no remaining unrecognized stock option expense related to unvested awards. Under the terms of our stock option plans, employees and non-employee directors may be granted options to purchase our stock at a price equal to the market price on the date the option is granted. The following table summarizes stock option activity during the year ended December 31, 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(1) (244,144 ) 16.36 Options outstanding and exercisable at December 31, 2019(2) 141,394 11.43 0.84 $ — (1) Pursuant to the terms of our stock option plans, options that are forfeited or canceled may be available for future grants. Effective May 15, 2013, any stock options surrendered or canceled in satisfaction of participants' exercise proceeds or tax withholding obligation will no longer become available for future grants under the plans. (2) As of December 31, 2019 , there were no remaining unvested stock options. The following table summarizes information about options outstanding and exercisable at December 31, 2019 : Options Outstanding and Exercisable Range of Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (in years) Weighted- Average Exercise Price $ 8.96 34,706 1.14 $ 8.96 10.44 33,426 2.13 10.44 12.60 61,711 0.12 12.60 15.42 11,551 0.09 15.42 The following table summarizes additional information regarding our stock option activity (in thousands): Year Ended December 31 2019 2018 2017 Intrinsic value of options exercised $ — $ — $ 427 Fair value of shares vested — — — Tax benefit related to stock option expense — — — During the years ended December 31, 2019 and 2018 , there were no stock option exercises. Share-Based Compensation Expense — The following table summarizes the share-based compensation expense related to equity-based awards recognized during the years ended December 31, 2019 , 2018 and 2017 (in thousands): Year Ended December 31 2019 2018 2017 RSUs $ 2,063 $ 4,935 $ 5,969 PSUs (287 ) (1) (68 ) (1) (2,395 ) (1) Phantom shares 607 3,028 7,447 Total $ 2,383 $ 7,895 $ 11,021 (1) The net credit to PSU expense for the years ended December 31, 2019 , 2018 and 2017 is primarily the result of lower expected performance (relative to the established performance metric) associated with the 2019 , 2018 and 2017 tranches of these awards, respectively. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is based on the weighted average number of common shares issued and outstanding during each period. Diluted earnings (loss) per share is based on the weighted average number of common shares issued and outstanding and the effect of all dilutive common stock equivalents outstanding during each period. Stock option conversions and stock units were not included in the computation of diluted loss per share for the year ended December 31, 2019 as we incurred a loss from continuing operations for this period and any effect on loss per share would have been anti-dilutive. The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings (loss) per share: Year Ended December 31 2019 2018 2017 (In thousands, except share data) Basic earnings (loss) per share computation: Numerator: Income (loss) from continuing operations $ (500,734 ) $ (332,230 ) $ 47,422 Net loss attributable to non-controlling interest 862 458 — Income (loss) from continuing operations attributable to Dean Foods Company $ (499,872 ) $ (331,772 ) $ 47,422 Denominator: Average common shares 91,777,119 91,327,846 90,899,284 Basic earnings (loss) per share from continuing operations attributable to Dean Foods Company $ (5.45 ) $ (3.63 ) $ 0.52 Diluted earnings (loss) per share computation: Numerator: Income (loss) from continuing operations $ (500,734 ) $ (332,230 ) $ 47,422 Net loss attributable to non-controlling interest 862 458 — Income (loss) from continuing operations attributable to Dean Foods Company $ (499,872 ) $ (331,772 ) $ 47,422 Denominator: Average common shares — basic 91,777,119 91,327,846 90,899,284 Stock option conversion(1) — — 119,284 RSUs and PSUs(2) — — 255,426 Average common shares — diluted 91,777,119 91,327,846 91,273,994 Diluted earnings (loss) per share from continuing operations attributable to Dean Foods Company $ (5.45 ) $ (3.63 ) $ 0.52 (1) Anti-dilutive common shares excluded 183,685 436,473 880,541 (2) Anti-dilutive stock units excluded 1,541,276 1,086,206 442,047 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2019 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | ACCUMULATED OTHER COMPREHENSIVE LOSS The changes in accumulated other comprehensive loss by component, net of tax, during the year ended December 31, 2019 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance, December 31, 2018 $ (93,826 ) $ (4,781 ) $ (98,607 ) Other comprehensive loss before reclassifications 4,144 — 4,144 Amounts reclassified from accumulated other comprehensive loss(1) 9,300 — 9,300 Net current-period other comprehensive loss 13,444 — 13,444 Balance, December 31, 2019 $ (80,382 ) $ (4,781 ) $ (85,163 ) (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 pension cost. See Notes 16 and 17 . The changes in accumulated other comprehensive loss by component, net of tax, during the year ended December 31, 2018 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance, December 31, 2017 $ (73,629 ) $ (4,781 ) $ (78,410 ) Other comprehensive income before reclassifications (9,971 ) — (9,971 ) Amounts reclassified from accumulated other comprehensive loss(1) 6,621 — 6,621 Net current-period other comprehensive income (3,350 ) — (3,350 ) Reclassification of stranded tax effects related to the Tax Act(2) (16,847 ) — (16,847 ) Balance, December 31, 2018 $ (93,826 ) $ (4,781 ) $ (98,607 ) (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 pension cost. See Notes 16 and 17 . (2) See Note 1 for additional details on the adoption of ASU No. 2018-02 during the first quarter of 2018. |
Employee Retirement and Profit
Employee Retirement and Profit Sharing Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Retirement and Profit Sharing Plans | EMPLOYEE RETIREMENT AND PROFIT SHARING PLANS 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. Substantially all full-time union and non-union employees who have completed one or more years of service and have met other requirements pursuant to the plans are eligible to participate in one or more of these plans. During 2019 , 2018 and 2017 , our retirement and profit sharing plan expenses were as follows: Year Ended December 31 2019 2018 2017 (In thousands) Defined benefit plans $ 9,232 $ 5,547 $ 6,717 Defined contribution plans 18,239 18,968 19,562 Multiemployer pension and certain union plans 29,045 27,181 29,231 Total $ 56,516 $ 51,696 $ 55,510 Defined Benefit Plans — The benefits under our defined benefit plans are based on years of service and employee compensation. Our funding policy is to contribute annually the minimum amount required under Employee Retirement Income Security Act regulations plus additional amounts as we deem appropriate. Included in accumulated other comprehensive loss at December 31, 2019 and 2018 are the following amounts that have not yet been recognized in net periodic pension cost: unrecognized prior service costs of $1.8 million ( $1.3 million net of tax) and $2.2 million ( $1.7 million net of tax), respectively, and unrecognized actuarial losses of $112.3 million ( $79.8 million net of tax) and $128.2 million ( $96.3 million net of tax), respectively. Prior service costs and actuarial losses included in accumulated other comprehensive loss and expected to be recognized in net periodic pension cost during the year ending December 31, 2020 are $0.4 million ( $0.3 million net of tax) and $8.1 million ( $6.0 million net of tax), respectively. The reconciliation of the beginning and ending balances of the projected benefit obligation and the fair value of plan assets for the years ended December 31, 2019 and 2018 , and the funded status of the plans at December 31, 2019 and 2018 are as follows: December 31 2019 2018 (In thousands) Change in benefit obligation: Benefit obligation at beginning of year $ 314,098 $ 349,784 Service cost 2,688 2,928 Interest cost 12,335 11,311 Plan amendments — — Actuarial (gain) loss 43,455 (26,820 ) Benefits paid (24,251 ) (23,105 ) Benefit obligation at end of year 348,325 314,098 Change in plan assets: Fair value of plan assets at beginning of year 299,208 344,760 Actual return (loss) on plan assets 65,423 (23,276 ) Employer contributions 704 829 Benefits paid (24,251 ) (23,105 ) Fair value of plan assets at end of year 341,084 299,208 Funded status at end of year $ (7,241 ) $ (14,890 ) The underfunded status of the plans of $7.2 million at December 31, 2019 is recognized in our Consolidated Balance Sheet and includes $1.7 million classified as a noncurrent pension asset, $8.1 million classified as a noncurrent pension liability, and $0.9 million classified as a current accrued pension liability. We do not expect any plan assets to be returned to us during the year ending December 31, 2020 . We do not currently expect to make any contributions to the pension plans in 2020 . A summary of our key actuarial assumptions used to determine benefit obligations as of December 31, 2019 and 2018 follows: December 31 2019 2018 Weighted average discount rate 3.35 % 4.38 % Rate of compensation increase 3.70 % 3.70 % A summary of our key actuarial assumptions used to determine net periodic benefit cost for 2019 , 2018 and 2017 follows: Year Ended December 31 2019 2018 2017 Effective discount rate for benefit obligations 4.38 % 3.69 % 4.29 % Effective rate for interest on benefit obligations 4.04 % 3.32 % 3.56 % Effective discount rate for service cost 4.46 % 3.79 % 4.51 % Effective rate for interest on service cost 4.18 % 3.51 % 3.91 % Expected return on assets 5.50 % 5.25 % 6.25 % Rate of compensation increase 3.70 % 3.70 % 3.70 % Year Ended December 31 2019 2018 2017 (In thousands) Components of net periodic benefit cost: Service cost $ 2,688 $ 2,928 $ 3,007 Interest cost 12,335 11,311 11,709 Expected return on plan assets (15,984 ) (17,644 ) (19,030 ) Amortizations: Prior service cost 431 431 706 Unrecognized net loss 9,762 8,521 10,325 Effect of settlement — — — Net periodic benefit cost $ 9,232 $ 5,547 $ 6,717 The overall expected long-term rate of return on plan assets is a weighted-average expectation based on the targeted and expected portfolio composition. We consider historical performance and current benchmarks to arrive at expected long-term rates of return in each asset category. The amortization of unrecognized net loss represents the amortization of investment losses incurred. The effect of settlement costs represents the recognition of net periodic benefit cost related to pension settlements reached as a result of plant closures. Pension plans with an accumulated benefit obligation in excess of plan assets follows: December 31 2019 2018 (In millions) Projected benefit obligation $ 348.3 $ 314.1 Accumulated benefit obligation 345.9 311.7 Fair value of plan assets 341.1 299.2 The accumulated benefit obligation for all defined benefit plans was $345.9 million and $311.7 million at December 31, 2019 and 2018 , respectively. Almost 90% of our defined benefit plan obligations are frozen as to future participation or increases in projected benefit obligation. Many of these obligations were acquired in prior strategic transactions. As an alternative to defined benefit plans, we offer defined contribution plans for eligible employees. At the end of 2015, we changed our approach used to measure service and interest costs for pension and other postretirement benefits. In 2015, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. In 2016, we elected to measure service and interest costs by applying the specific spot rates along that yield curve to the plans’ liability cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our plan obligations but generally results in lower pension expense in periods when the yield curve is upward sloping. We have accounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis starting in 2016. Substantially all of our qualified pension plans are consolidated into one master trust. Our investment objectives are to minimize the volatility of the value of our pension assets relative to our pension liabilities and to ensure assets are sufficient to pay plan benefits. In 2014, we adopted a broad pension de-risking strategy intended to align the characteristics of our assets relative to our liabilities. The strategy targets investments depending on the funded status of the obligation. We anticipate this strategy will continue in future years and will be dependent upon market conditions and plan characteristics. At December 31, 2019 , our master trust was invested as follows: investments in equity securities were at 31% ; investments in fixed income were at 69% ; and cash equivalents were less than 1% . We believe the allocation of our master trust investments as of December 31, 2019 is generally consistent with the targets set forth by our Investment Committee. Estimated pension plan benefit payments to participants for the next ten years are as follows: 2020 $ 18.7 million 2021 19.2 million 2022 19.8 million 2023 19.9 million 2024 20.3 million Next five years 102.7 million 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 of our defined benefit plans’ consolidated assets 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. The fair values by category of inputs as of December 31, 2019 were as follows (in thousands): Fair Value as of Level 1 Level 2 Level 3 Equity Securities: Common Stock $ 426 $ 426 $ — $ — Index Funds: U.S. Equities(a) 100,762 — 100,762 — Equity Funds(b) 6,701 — 6,701 — Total Equity Securities 107,889 426 107,463 — Fixed Income: Bond Funds(c) 228,652 — 228,652 — Diversified Funds(d) 2,620 — — 2,620 Total Fixed Income 231,272 — 228,652 2,620 Cash Equivalents: Short-term Investment Funds(e) 1,923 — 1,923 — Total Cash Equivalents 1,923 — 1,923 — Total $ 341,084 $ 426 $ 338,038 $ 2,620 (a) Represents a pooled/separate account that tracks the Dow Jones U.S. Total Stock Market Index. (b) Represents a pooled/separate account comprised of approximately 90% U.S. large-cap stocks and 10% international stocks. (c) Represents investments primarily in U.S. dollar-denominated, investment grade bonds, including government securities, corporate bonds, and mortgage- and asset-backed securities. (d) Represents a pooled/separate account investment in the General Investment Account of an investment manager. The account primarily invests in fixed income debt securities, such as high grade corporate bonds, government bonds and asset-backed securities. (e) Investment is comprised of high grade money market instruments with short-term maturities and high liquidity. The fair values by category of inputs as of December 31, 2018 were as follows (in thousands): Fair Value as of Level 1 Level 2 Level 3 Equity Securities: Common Stock $ 299 $ 299 $ — $ — Index Funds: U.S. Equities(a) 84,693 — 84,693 — Equity Funds(b) 5,924 — 5,924 — Total Equity Securities 90,916 299 90,617 — Fixed Income: Bond Funds(c) 203,640 — 203,640 — Diversified Funds(d) 2,712 — — 2,712 Total Fixed Income 206,352 — 203,640 2,712 Cash Equivalents: Short-term Investment Funds(e) 1,940 — 1,940 — Total Cash Equivalents 1,940 — 1,940 — Total $ 299,208 $ 299 $ 296,197 $ 2,712 (a) Represents a pooled/separate account that tracks the Dow Jones U.S. Total Stock Market Index. (b) Represents a pooled/separate account comprised of approximately 90% U.S. large-cap stocks and 10% international stocks. (c) Represents investments primarily in U.S. dollar-denominated, investment grade bonds, including government securities, corporate bonds, and mortgage- and asset-backed securities. (d) Represents a pooled/separate account investment in the General Investment Account of an investment manager. The account primarily invests in fixed income debt securities, such as high grade corporate bonds, government bonds and asset-backed securities. (e) Investment is comprised of high grade money market instruments with short-term maturities and high liquidity. Inputs and valuation techniques used to measure the fair value of plan assets vary according to the type of security being valued. The common stock investments held directly by the plans are actively traded and fair values are determined based on quoted prices in active markets and are therefore classified as Level 1 inputs in the fair value hierarchy. Fair values of equity securities held through units of pooled or index funds are based on net asset value of the units of the funds as determined by the fund manager. These funds are similar in nature to retail mutual funds, but are typically more efficient for institutional investors than retail mutual funds. The fair value of pooled funds is determined by the value of the underlying assets held by the fund and the units outstanding. The values of the pooled funds are not directly observable, but are based on observable inputs and, accordingly, have been classified as Level 2 in the fair value hierarchy. Fair values of fixed income bond funds are typically determined by reference to the values of similar securities traded in the marketplace and current interest rate levels. Multiple pricing services are typically employed to assist in determining these valuations. These investments are classified as Level 2 in the fair value hierarchy as all significant inputs into the valuation are readily observable in the marketplace. Investments in diversified funds and investments in partnerships/joint ventures are classified as Level 3 in the fair value hierarchy as their fair value is dependent on inputs and assumptions which are not readily observable in the marketplace. A reconciliation of the change in the fair value measurement of the defined benefit plans’ consolidated assets using significant unobservable inputs (Level 3) during the years ended December 31, 2019 and 2018 is as follows (in thousands): Diversified Funds Partnerships/ Joint Ventures Total Balance at December 31, 2017 $ 2,700 $ — $ 2,700 Actual return on plan assets: Relating to instruments still held at reporting date 76 — 76 Relating to instruments sold during the period — — — Purchases, sales and settlements (net) (1,360 ) — (1,360 ) Transfers in and/or out of Level 3 1,296 — 1,296 Balance at December 31, 2018 $ 2,712 $ — $ 2,712 Actual return on plan assets: Relating to instruments still held at reporting date 78 — 78 Purchases, sales and settlements (net) (787 ) — (787 ) Transfers in and/or out of Level 3 617 — 617 Balance at December 31, 2019 $ 2,620 $ — $ 2,620 Defined Contribution Plans — Certain of our non-union personnel may elect to participate in savings and profit sharing plans sponsored by us. These plans generally provide for salary reduction contributions to the plans on behalf of the participants of between 1% and 50% of a participant’s annual compensation and provide for employer matching and profit sharing contributions as determined by the plan provisions and approved by our Board of Directors. In addition, certain union hourly employees are participants in company-sponsored defined contribution plans, which provide for salary reduction contributions according to several schedules, including as a percentage of salary and flat dollar amounts. Additionally, employer contributions are sometimes, although not always, provided according to various schedules ranging from flat dollar contributions to matching contributions as a percent of salary based on the employees deferral election and according to the terms of the relevant collective bargaining agreement. Multiemployer Pension Plans — Certain of our subsidiaries contribute to various multiemployer pension and other postretirement benefit plans which cover a majority of our full-time union employees and certain of our part-time union employees. Such plans are usually administered by a board of trustees composed of labor representatives and the management of the participating companies. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects: • Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; • If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and • If we choose to stop participating in one or more of our multiemployer plans, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. Our participation in these multiemployer plans for the year ended December 31, 2019 is outlined in the table below. Unless otherwise noted, the most recent Pension Protection Act (“PPA”) Zone Status available in 2019 and 2018 is for the plans’ year-end at December 31, 2018 and December 31, 2017 , respectively. The zone status is based on information that we obtained from each plan’s Form 5500, which is available in the public domain and is certified by the plan’s actuary. Among other factors, plans in the red zone are in "critical" or "critical and declining" status and generally less than 65% funded, plans in the yellow zone are in "endangered" status and less than 80% funded, and plans in the green zone are in "healthy" status and at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. Federal law requires that plans classified in the yellow zone or red zone adopt a funding improvement plan or rehabilitation plan, respectively, in order to improve the financial health of the plan. The “Extended Amortization Provisions” column indicates plans which have elected to utilize the special 30-year amortization rules provided by the Pension Relief Act of 2010 to amortize its losses from 2008 as a result of turmoil in the financial markets. The last column in the table lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. Pension Fund Employer Identification Number Pension Plan Number PPA Zone Status FIP / RP Status Pending/ Implemented Extended Amortization Provisions Expiration Date of Associated Collective- Bargaining Agreement(s) 2019 2018 Western Conference of Teamsters Pension Plan(1) 91-6145047 001 Green Green N/A No May 31, 2020 - June 30, 2022 Central States, Southeast and Southwest Areas Pension Plan(2) 36-6044243 001 Red Red Implemented No February 1, 2020 - July 31, 2022 Retail, Wholesale & Department Store International Union and Industry Pension Fund(3) 63-0708442 001 Red Red Implemented Yes January 29, 2020 - September 8, 2022 Dairy Industry – Union Pension Plan for Philadelphia Vicinity(4) 23-6283288 001 Red Red Implemented Yes August 31, 2020 - September 30, 2022 (1) We are party to approximately 12 collective bargaining agreements that require contributions to this plan. These agreements cover a large number of employee participants and expire on various dates between 2020 and 2022. The agreement expiring in March 2021 is the most significant as 40% of our employee participants in this plan are covered by that agreement. (2) There are approximately 16 collective bargaining agreements that govern our participation in this plan. The agreements expire on various dates between 2020 and 2022. Approximately 43% , 32% , and 25% of our employee participants in this plan are covered by the agreements expiring in 2020, 2021, and 2022 respectively. (3) We are subject to approximately eight collective bargaining agreements with respect to this plan. Approximately 45% , 54% , and 1% of our employee participants in this plan are covered by the agreements expiring in 2020, 2021, and 2022 respectively. (4) We are party to six collective bargaining agreements with respect to this plan. The agreement expiring in September 2020 is the most significant as approximately 59% of our employee participants in this plan are covered by that agreement. Information regarding our contributions to our multiemployer pension plans is shown in the table below. There are no changes that materially affected the comparability of our contributions to each of these plans during the years ended December 31, 2019 , 2018 and 2017 . Pension Fund Employer Identification Number Pension Plan Number Dean Foods Company Contributions (in millions) 2019 2018 2017 Surcharge Imposed(3) Western Conference of Teamsters Pension Plan 91-6145047 001 $ 14.1 $ 14.0 $ 13.2 No Central States, Southeast and Southwest Areas Pension Plan 36-6044243 001 9.2 9.5 9.5 No Retail, Wholesale & Department Store International Union and Industry Pension Fund(1) 63-0708442 001 1.5 1.3 1.3 No Dairy Industry – Union Pension Plan for Philadelphia Vicinity(1) 23-6283288 001 2.2 2.1 2.1 No Other Funds(2) 2.0 0.3 3.1 Total Contributions $ 29.0 $ 27.2 $ 29.2 (1) During the 2018 and 2017 plan years, our contributions to these plans exceeded 5% of total plan contributions. At the date of filing of this Annual Report on Form 10-K, Forms 5500 were not available for the plan years ending in 2019. (2) Amounts shown represent our contributions to all other multiemployer pension and other postretirement benefit plans, which are immaterial both individually and in the aggregate to our Consolidated Financial Statements. (3) Federal law requires that contributing employers to a plan in Critical status pay to the plan a surcharge to help correct the plan’s financial situation. The amount of the surcharge is equal to a percentage of the amount we would otherwise be required to contribute to the plan and ceases once our related collective bargaining agreements are amended to comply with the provisions of the rehabilitation plan. |
Postretirement Benefits Other T
Postretirement Benefits Other Than Pensions | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Postretirement Benefits Other Than Pensions | POSTRETIREMENT BENEFITS OTHER THAN PENSIONS Certain of our subsidiaries provide health care benefits to certain retirees who are covered under specific group contracts. As defined by the specific group contract, qualified covered associates may be eligible to receive major medical insurance with deductible and co-insurance provisions subject to certain lifetime maximums. Included in accumulated other comprehensive loss at December 31, 2019 and 2018 are the following amounts that have not yet been recognized in net periodic benefit cost: unrecognized prior service costs of $0.2 million ( $0.2 million net of tax) and $0.3 million ( $0.2 million net of tax), respectively, and unrecognized actuarial gains of $3.1 million ( $2.3 million net of tax) and $6.1 million ( $4.6 million net of tax), respectively. The prior service cost and actuarial gains included in accumulated other comprehensive income (loss) and expected to be recognized in net periodic benefit cost during the year ending December 31, 2020 is $0.1 million ( $0.1 million net of tax) and $0.6 million ( $0.5 million net of tax), respectively. The following table sets forth the funded status of these plans: December 31 2019 2018 (In thousands) Change in benefit obligation: Benefit obligation at beginning of year $ 29,914 $ 31,866 Service cost 616 679 Interest cost 1,124 941 Employee contributions 257 316 Actuarial (gain) loss 1,840 (1,959 ) Benefits paid (1,960 ) (1,929 ) Benefit obligation at end of year 31,791 29,914 Fair value of plan assets at end of year — — Funded status $ (31,791 ) $ (29,914 ) The unfunded portion of the liability of $31.8 million at December 31, 2019 is recognized in our Consolidated Balance Sheet and, upon our bankruptcy filing, is classified as Liabilities Subject to Compromise. See Note 2 for additional information. A summary of our key actuarial assumptions used to determine the benefit obligation as of December 31, 2019 and 2018 follows: December 31 2019 2018 Healthcare inflation: Healthcare cost trend rate assumed for next year 6.52 % 6.43 % Rate to which the cost trend rate is assumed to decline (ultimate trend rate) 4.50 % 4.50 % Year of ultimate rate achievement 2038 2038 Weighted average discount rate 3.20 % 4.26 % A summary of our key actuarial assumptions used to determine net periodic benefit cost follows: Year Ended December 31 2019 2018 2017 Healthcare inflation: Healthcare cost trend rate assumed for next year 6.43 % 6.72 % 7.00 % Rate to which the cost trend rate is assumed to decline (ultimate trend rate) 4.50 % 4.50 % 4.50 % Year of ultimate rate achievement 2038 2038 2038 Effective discount rate for benefit obligations 4.26 % 3.53 % 3.97 % Effective rate for interest on benefit obligations 3.93 % 3.16 % 3.32 % Effective discount rate for service cost 4.46 % 3.77 % 4.44 % Effective rate for interest on service cost 4.29 % 3.59 % 4.08 % At the end of 2015, we changed our approach used to measure service and interest costs for pension and other postretirement benefits. In 2015, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. In 2016, we elected to measure service and interest costs by applying the specific spot rates along that yield curve to the plans’ liability cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our plan obligations but generally results in lower pension expense in periods when the yield curve is upward sloping. We have accounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis starting in 2016. Year Ended December 31 2019 2018 2017 (In thousands) Components of net periodic benefit cost: Service and interest cost $ 1,740 $ 1,620 $ 1,545 Amortizations: Prior service cost 92 92 92 Unrecognized net (gain) loss (605 ) (472 ) (457 ) Net periodic benefit cost $ 1,227 $ 1,240 $ 1,180 Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one percent change in assumed health care cost trend rates would have the following effects: 1-Percentage- Point Increase 1-Percentage- Point Decrease (In thousands) Effect on total of service and interest cost components $ 231 $ (191 ) Effect on postretirement obligation 3,333 (2,568 ) We expect to contribute $2.5 million to the postretirement health care plans in 2020 . Estimated postretirement health care plan benefit payments for the next ten years are as follows: 2020 $ 2.5 million 2021 2.3 million 2022 2.2 million 2023 2.2 million 2024 2.2 million Next five years 10.9 million |
Asset Impairment Charges and Pr
Asset Impairment Charges and Prepetition Facility Closing and Restructuring Costs | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Asset Impairment Charges and Prepetition Facility Closing and Restructuring Costs | ASSET IMPAIRMENT CHARGES AND PREPETITION FACILITY CLOSING AND RESTRUCTURING 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 12 . The results of our 2019 impairment analysis indicated an impairment of our property, plant, and equipment at 13 of our production facilities, totaling $155.9 million . The impairments were the result of declines in operating cash flows at these production facilities on both a historical and forecasted basis. These impairment charges were recorded during the year ended December 31, 2019 . For the year ended December 31, 2018 , the results of our analysis indicated an impairment of our property, plant, and equipment at five of our production facilities, totaling $13.7 million . The impairments were the result of declines in operating cash flows at these production facilities on both a historical and forecasted basis. For the year ended December 31, 2017 , the results of our analysis indicated an impairment of our property, plant and equipment at three of our production facilities, totaling $27.8 million . The impairments were the result of declines in operating cash flows at these production facilities on both a historical and forecasted basis. In addition, we recorded a write-down of certain corporate assets in connection with our enterprise-wide cost productivity plan totaling $2.9 million . 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. Prepetition Facility Closing and Restructuring Costs Costs associated with approved plans within our ongoing network optimization and reorganization strategies are summarized as follows: Year Ended December 31 2019 2018 2017 (In thousands) Closure of facilities, net(1) $ 11,608 $ 60,460 $ 12,703 Organizational effectiveness(2) — (331 ) 12,210 Enterprise-wide cost productivity plan(3) 5,409 14,863 — Prepetition facility closing and restructuring costs, net $ 17,017 $ 74,992 $ 24,913 (1) Reflects charges, net of gains on the sales of assets, associated with closed facilities that were incurred in 2019 , 2018 and 2017 . These charges are primarily related to facility closures in McKinney, TX; Braselton, GA; Louisville, KY; Erie, PA; Huntley, IL; Thief River Falls, MN; Lynn, MA; Livonia, MI; Richmond, VA; Orem, UT; New Orleans, LA; Rochester, IN; Riverside, CA; Denver, CO; and Buena Park, CA. We have incurred net charges to date of $123.1 million related to these facility closures through December 31, 2019 . We expect to incur additional charges related to these facility closures of approximately $4.1 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 an additional phase of the plan; however, as specific details of this phase have not been finalized and approved, future costs are not yet estimable. Activity for 2019 and 2018 with respect to prepetition facility closing and restructuring costs is summarized below and includes items expensed as incurred: Accrued Charges at Charges and Adjustments Payments Accrued Charges at Charges and Adjustments Payments Accrued Charges at (In thousands) Cash charges: Workforce reduction costs $ 5,863 $ 27,460 $ (20,110 ) $ 13,213 $ 4,920 $ (11,603 ) $ 6,530 Shutdown costs — 7,349 (7,349 ) — 6,859 (6,859 ) — Lease obligations after shutdown 2,606 143 (1,381 ) 1,368 320 (1,141 ) 547 Other — 465 (465 ) — 2,665 (2,665 ) — Subtotal $ 8,469 35,417 $ (29,305 ) $ 14,581 14,764 $ (22,268 ) $ 7,077 Non-cash charges: Write-down of assets(2) 45,450 5,109 (Gain) loss on sale of related assets (6,062 ) (2,950 ) Other, net 187 94 Subtotal 39,575 2,253 Total $ 74,992 $ 17,017 (1) As a result of the bankruptcy filing, all accrued charges at December 31, 2019 were reclassified as Liabilities Subject to Compromise on the Consolidated Balance Sheet. See Note 2 for additional information. (2) The write-down of assets relates primarily to owned buildings, land and equipment of those facilities identified for closure. The assets were tested for recoverability at the time the decision to close the facilities was more likely than not to occur. Over time, refinements to our estimates used in testing for recoverability may result in additional asset write-downs. The write-down of assets can include accelerated depreciation recorded for those facilities identified for closure. Our methodology for testing the recoverability of the assets is consistent with the methodology described in the “Asset Impairment Charges” section above. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION Year Ended December 31 2019 2018 2017 (In thousands) Cash paid for interest and financing charges, net of capitalized interest $ 66,376 $ 54,178 $ 60,403 Cash paid for bankruptcy-related transactions 24,900 — — Net cash paid (received) for taxes (2,136 ) (335 ) (3,063 ) Non-cash additions to property, plant and equipment, including capital leases 23,017 17,088 8,879 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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, Inc. (“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 only become payable if we materially breach or terminate one of our related milk supply agreements with DFA without renewal or replacement. Otherwise, the note will expire in 2021 , without any obligation to pay any portion of the principal or interest. Payments made under the note, if any, would be expensed as incurred. We have not terminated, and we have not materially breached, any of our milk supply agreements with DFA related to the promissory note. We have previously terminated unrelated supply agreements with respect to several plants that were supplied by DFA. In connection with our 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. At December 31, 2019 and 2018 , we recorded accrued liabilities related to these retained risks of $93.5 million and $142.0 million , respectively, including both current and long-term liabilities. Lease and Purchase Obligations — We lease certain property, plant and equipment used in our operations under both capital and operating lease agreements. Such leases, which are primarily for machinery, equipment and vehicles, including our distribution fleet, have lease terms ranging from one to 20 years. Certain of the operating lease agreements require the payment of additional rentals for maintenance, along with additional rentals based on miles driven or units produced. Certain leases require us to guarantee a minimum value of the leased asset at the end of the lease. Our maximum exposure under those guarantees is not a material amount. We have entered into various contracts, in the normal course of business, obligating us to purchase minimum quantities of raw materials used in our production and distribution processes, including conventional raw milk, diesel fuel, sugar and other ingredients that are inputs into our finished products. We enter into these contracts from time to time to ensure a sufficient supply of raw ingredients. In addition, we have contractual obligations to purchase various services that are part of our production process. Litigation, Investigations and Audits — We are party from time to time to certain claims, litigations, audits and investigations. Potential liabilities associated with these other matters are not expected to have a material adverse impact on our financial position, results of operations, or cash flows. |
Segment, Geographic and Custome
Segment, Geographic and Customer Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment, Geographic and Customer Information | SEGMENT, GEOGRAPHIC AND CUSTOMER INFORMATION Segment 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 56 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 case products, including fluid milk, ice cream, cultured dairy products, creamers, ice cream mix and other dairy products to retailers, distributors, foodservice outlets, educational institutions and governmental entities across the United States. Our products are primarily delivered through what we believe to be one of the most extensive refrigerated direct-to-store delivery systems in the United States. Our Chief Executive Officer evaluates the performance of our business based on operating income or loss before prepetition facility closing and restructuring 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 the years ended December 31, 2019 , 2018 and 2017 . None of our long-lived assets are associated with our foreign operations. Significant Customers — Our largest customer accounted for approximately 15.3% , 15.3% , and 17.5% of our consolidated net sales in 2019 , 2018 and 2017 , respectively. As disclosed in Note 1 , on a prospective basis, effective January 1, 2018, we began reporting sales of excess raw materials within the net sales line of our Consolidated Statements of Operations. As such, the computation, and comparison, of the percentages of our largest customer between fiscal periods is impacted by the change in the presentation of excess raw material sales. |
Quarterly Results of Operations
Quarterly Results of Operations (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (unaudited) | QUARTERLY RESULTS OF OPERATIONS (unaudited) The following is a summary of our unaudited quarterly results of operations for 2019 and 2018 : Quarter First Second Third Fourth (In thousands, except share and per share data) 2019 Net sales $ 1,795,434 $ 1,843,498 $ 1,849,710 $ 1,840,021 Gross profit 373,753 379,480 350,341 336,158 Loss from continuing operations(1) (61,827 ) (64,863 ) (79,393 ) (294,651 ) Net loss (61,827 ) (64,863 ) (79,393 ) (294,721 ) Net loss attributable to Dean Foods Company (61,574 ) (64,471 ) (79,254 ) (294,643 ) Loss per common share from continuing operations attributable to Dean Foods Company(2): Basic $ (0.67 ) $ (0.70 ) $ (0.86 ) $ (3.22 ) Diluted $ (0.67 ) $ (0.70 ) $ (0.86 ) $ (3.22 ) Quarter First Second Third Fourth (In thousands, except share and per share data) 2018 Net sales $ 1,980,507 $ 1,951,230 $ 1,894,066 $ 1,929,480 Gross profit 448,503 432,784 390,597 383,394 Loss from continuing operations(3) (265 ) (42,016 ) (26,648 ) (263,301 ) Net loss (265 ) (40,094 ) (26,648 ) (260,351 ) Net loss attributable to Dean Foods Company (265 ) (40,094 ) (26,424 ) (260,117 ) Loss per common share from continuing operations attributable to Dean Foods Company(2): Basic $ — $ (0.46 ) $ (0.29 ) $ (2.88 ) Diluted $ — $ (0.46 ) $ (0.29 ) $ (2.88 ) (1) Loss from continuing operations for the first, second, third and fourth quarters of 2019 includes prepetition facility closing and restructuring costs, net of tax and gains on sales of assets, of $3.2 million , $5.5 million , $2.8 million and $1.1 million , respectively. See Note 18 . The results for the second and fourth quarters of 2019 include impairments of our property, plant and equipment totaling $11.9 million and $144.0 million , respectively. See Note 18 . The results for the fourth quarter of 2019 include a trademark impairment of $21.5 million . See Note 7 . The results for the fourth quarter of 2019 also include reorganization items related to our bankruptcy proceedings of $44.5 million . See Note 2 . (2) Loss per common share calculations for each of the quarters were based on the basic and diluted weighted average number of shares outstanding for each quarter. The sum of the quarters may not necessarily be equal to the full year loss per common share amount. (3) Loss from continuing operations for the first, second, third and fourth quarters of 2018 includes prepetition facility closing and restructuring costs, net of tax and gains on sales of assets, of $6.4 million , $51.2 million , $(2.0) million and $1.2 million , respectively. See Note 18 . The results for the second and fourth quarters of 2018 include impairments of our property, plant and equipment totaling $2.2 million and $11.5 million , respectively. See Note 18 . The results for the fourth quarter of 2018 include a goodwill impairment of $190.7 million . See Note 7 . |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2019 , 2018 and 2017 Description Balance at Beginning of Period Charged to (Reduction in) Costs and Expenses Other Deductions Balance at End of Period (In thousands) Year ended December 31, 2019 Allowance for doubtful accounts $ 5,994 $ 1,936 $ 551 $ (1,805 ) $ 6,676 Deferred tax asset valuation allowances 40,966 118,125 (3,250 ) — 155,841 Year ended December 31, 2018 Allowance for doubtful accounts $ 5,583 $ 1,518 $ 290 $ (1,397 ) $ 5,994 Deferred tax asset valuation allowances 21,755 17,419 1,792 — 40,966 Year ended December 31, 2017 Allowance for doubtful accounts $ 5,118 $ 3,610 $ 1,099 $ (4,244 ) $ 5,583 Deferred tax asset valuation allowances 12,048 9,707 — — 21,755 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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. We process and distribute fluid milk and other dairy products, including ice cream, ice cream mix and cultured products, which are marketed under more than 50 national, regional and local dairy brands and a wide array of private labels. We also produce and distribute DairyPure ® , our national white milk brand, and TruMoo ® , our national flavored milk brand, as well as juices, teas, bottled water and other products. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation — Our Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of our wholly-owned subsidiaries including non-debtor entities that are not a party to the Bankruptcy filings. See Note 2 for more information specific to the debtors-in-possession. We have aligned our leadership team, operating strategy, and sales, logistics and supply chain initiatives into a single operating and reportable segment. Unless stated otherwise, any reference to income statement items in these financial statements refers to results from continuing operations. 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. |
Bankruptcy Accounting | Bankruptcy Accounting |
Use of Estimates | Use of Estimates — The preparation of our Consolidated Financial Statements in conformity with GAAP requires us to use our judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from these estimates under different assumptions or conditions. |
Cash Equivalents | Cash Equivalents — We consider temporary investments with an original maturity of three months or less to be cash equivalents. |
Inventories | Inventories — Inventories are stated at the lower of cost or market. Our products are valued using the first-in, first-out method. The costs of finished goods inventories include raw materials, direct labor and indirect production and overhead costs. Reserves for obsolete or excess inventory are not material. |
Property, Plant and Equipment | Property, Plant and Equipment — Property, plant and equipment are stated at acquisition cost, plus capitalized interest on borrowings during the actual construction period of major capital projects. Also included in property, plant and equipment are certain direct costs related to the implementation of computer software for internal use. Depreciation is calculated using the straight-line method typically over the following range of estimated useful lives of the assets: Asset Useful Life Buildings 15 to 40 years Machinery and equipment 3 to 20 years Leasehold improvements Over the shorter of their estimated useful lives or the terms of the applicable lease agreements We test property, plant and equipment 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. See Note 18 . Expenditures for repairs and maintenance which do not improve or extend the life of the assets are expensed as incurred. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets — Identifiable intangible assets, other than indefinite-lived trademarks, are typically amortized over the following range of estimated useful lives: Asset Useful Life Customer relationships 5 to 15 years Finite-lived trademarks 5 to 10 years Customer supply contracts Over the shorter of the estimated useful lives or the terms of the agreements Noncompetition agreements Over the shorter of the estimated useful lives or the terms of the agreements |
Assets Held for Sale | Assets Held for Sale |
Share-Based Compensation | Share-Based Compensation |
Revenue Recognition, Sales Incentives and Accounts Receivable | Revenue Recognition, Sales Incentives and Accounts Receivable — Revenue is recognized upon delivery to our customers as we have determined that this is the point at which our sole performance obligation is met and control is transfered, as the customer can direct the use and obtain substantially all of the remaining benefits from the asset at this point in time. Revenue is recognized in an amount that reflects the consideration we expect to ultimately receive in exchange for those promised goods or services, net of allowances for product returns, trade promotions and prompt pay and other discounts. 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 costs associated with these programs are accounted for as reductions to the transaction price of our products and are therefore recorded as reductions to the gross sale, unless we receive a distinct good or service as defined under ASC 606. Specifically, a good or service is considered distinct when it is separately identifiable from other promises in the contract, we receive a benefit from the good or service, and the benefit is separable from the sale of our product to the customer. Depending on the specific type of sales incentive and other promotional program, we use either the expected value or most likely amount method to determine the variable consideration. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience and expected levels of performance of the trade promotion or other program. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration. 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 historically not material and are recognized in earnings in the period such differences are determined. Our reserve for product returns has not historically been material. |
Income Taxes | Income Taxes — Deferred income taxes arise from temporary differences between amounts recorded in the Consolidated Financial Statements and tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. Deferred tax assets, including the benefit of net operating loss and tax credit carryforwards, are evaluated based on the guidelines for realization and are reduced by a valuation allowance if deemed necessary. We recognize the income tax benefit from an uncertain tax position when it is more likely than not that, based on technical merits, the position will be sustained upon examination, including resolutions of any related appeals or litigation processes. We recognize accrued interest related to uncertain tax positions as a component of income tax expense, and penalties, if incurred, are recognized as a component of operating income. |
Advertising Expense | Advertising Expense |
Shipping and Handling Fees | Shipping and Handling Fees |
Insurance Accruals | Insurance Accruals — We retain selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims and other casualty losses. Many of these potential losses are covered under conventional insurance programs with third party insurers with high deductibles. In other areas, we are self-insured. Accrued liabilities related to these retained risks are calculated based upon loss development factors that contemplate a number of factors including claims history and expected trends. |
Research and Development | Research and Development |
Recently Adopted/ Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements ASU No. 2014-09 — As of January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers . The comprehensive new standard supersedes existing revenue recognition guidance and requires revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The Company adopted the new standard using the modified retrospective approach. Under this method we have provided additional disclosures, including the amount by which each financial statement line item is affected in the current reporting period, as compared to the prior revenue recognition guidance. Additionally, we have provided a disaggregation of our revenue by source and product type and have also included certain qualitative information related to our revenue streams. See Note 3 . The adoption of ASU 2014-09 did not materially impact our results of operations or financial position, except with respect to the change in classification of sales of excess raw materials. The following table summarizes the impact of adopting ASU 2014-09 on our Consolidated Statements of Operations for the year ended December 31, 2019 (in thousands): Year Ended December 31, 2019 As Reported As Without Adoption of ASU 2014-09 Impact of Adoption of ASU 2014-09 Net sales $ 7,328,663 $ 6,948,368 $ 380,295 Cost of sales 5,888,931 5,508,636 380,295 Gross profit $ 1,439,732 $ 1,439,732 $ — The following table summarizes the impact of adopting ASU 2014-09 on our Consolidated Statements of Operations for the year ended December 31, 2018 (in thousands): Year Ended December 31, 2018 As Reported As Without Adoption of ASU 2014-09 Impact of Adoption of ASU 2014-09 Net sales $ 7,755,283 $ 7,240,121 $ 515,162 Cost of sales 6,100,005 5,584,843 515,162 Gross profit $ 1,655,278 $ 1,655,278 $ — Historically, we presented sales of excess raw materials as a reduction of cost of sales within our Consolidated Statements of Operations; however, upon further evaluation of these sales in connection with our implementation of ASC 606, we have determined that it is appropriate to present these sales as revenue. Therefore, on a prospective basis, effective January 1, 2018, we began reporting these sales within the net sales line of our Consolidated Statements of Operations. An adjustment to opening retained earnings was not required as the change in classification of sales of excess raw materials illustrated in the table above did not result in a change to the earnings reported in prior periods. ASU No. 2017-07 — As of January 1, 2018, we adopted ASU 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which requires employers who offer defined benefit pension plans or other post-retirement benefit plans to report the service cost component within the same income statement caption as other compensation costs arising from services rendered by employees during the period. The ASU also requires the other components of net periodic benefit cost to be presented separately from the service cost component, in a caption outside of a subtotal of income from operations. Additionally, the ASU provides that only the service cost component is eligible for capitalization. See Note 16 and 17 for further information on our pension and postretirement plans. The effect of the retrospective presentation change related to the net periodic cost for pension and postretirement benefits on our Consolidated Statements of Operations was as follows (in thousands): Twelve Months Ended December 31, 2017 As Previously Reported Adjustment for Adoption of ASU 2017-07 As Revised Cost of sales $ 5,977,348 $ (390 ) $ 5,976,958 Gross profit 1,817,677 390 1,818,067 Selling and distribution 1,346,948 (531 ) 1,346,417 General and administrative 311,176 (3,383 ) 307,793 Total operating costs and expenses 1,734,415 (3,914 ) 1,730,501 Operating income 83,262 4,304 87,566 Other (income) expense, net (2,942 ) 4,304 1,362 ASU No. 2018-02 — We early adopted ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , effective January 1, 2018 and have applied the guidance as of the beginning of the period of adoption. Our accounting policy is to release the income tax effects from accumulated other comprehensive income when a pension or other postretirement benefit plan is liquidated or extinguished. As permitted under ASU 2018-02, we have elected to record a one-time reclassification for the stranded tax effects resulting from the Tax Act from accumulated other comprehensive income to retained earnings in the amount of $16.8 million on our Consolidated Balance Sheet during the first quarter of 2018. The only impact of stranded tax effects resulting from the Tax Act is with respect to our pension and other postretirement benefit plans. 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 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. We do not expect it to have a significant impact to our condensed consolidated statement of operations or condensed consolidated statement of cash flows in the periods after adoption. See Note 10 for further discussion. ASU No. 2019-12 — We early adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , effective January 1, 2019, and have applied the guidance as of the beginning of the period of adoption. The update is intended to enhance and simplify various aspects of the accounting for income taxes. Amendments in this update remove certain exceptions to the general principles in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The adoption of the new guidance did not have a material impact to the Company. Recently Issued Accounting Pronouncements Effective in 2020 ASU No. 2018-13 — The FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) in August 2018 to modify disclosure requirements related to fair value measurement. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. The effects of this standard on our financial position, results of operations or cash flows are not expected to be material. ASU No. 2018-15 —The FASB also issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) in August 2018. The new guidance reduces complexity for the accounting for costs of implementing a cloud computing service arrangement and 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 (and hosting arrangements that include an internal use software license). For public companies, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Implementation should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The effects of this standard on our financial position, results of operations or cash flows are not expected to be material. 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 are no longer 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. The amendments should be applied retrospectively. Although early adoption is permitted, we do not intend to early adopt this ASU, and we do not expect the eventual adoption to have a material impact on our financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Property Plant and Equipment, Estimated Useful Life | Depreciation is calculated using the straight-line method typically over the following range of estimated useful lives of the assets: Asset Useful Life Buildings 15 to 40 years Machinery and equipment 3 to 20 years Leasehold improvements Over the shorter of their estimated useful lives or the terms of the applicable lease agreements Property, plant and equipment as of December 31, 2019 and 2018 consisted of the following: December 31 2019 2018 (In thousands) Land $ 157,100 $ 162,326 Buildings 648,595 642,986 Leasehold improvements 71,577 84,320 Machinery and equipment 1,781,324 1,873,505 Construction in progress 31,711 45,349 2,690,307 2,808,486 Less accumulated depreciation (1,869,941 ) (1,802,304 ) Total $ 820,366 $ 1,006,182 |
Schedule of Intangible and Other Assets, Estimated Useful Life | Identifiable intangible assets, other than indefinite-lived trademarks, are typically amortized over the following range of estimated useful lives: Asset Useful Life Customer relationships 5 to 15 years Finite-lived trademarks 5 to 10 years Customer supply contracts Over the shorter of the estimated useful lives or the terms of the agreements Noncompetition agreements Over the shorter of the estimated useful lives or the terms of the agreements |
Schedule of Pro-Forma and Restrospective Effects on Consolidated Statement of Operations | The effect of the retrospective presentation change related to the net periodic cost for pension and postretirement benefits on our Consolidated Statements of Operations was as follows (in thousands): Twelve Months Ended December 31, 2017 As Previously Reported Adjustment for Adoption of ASU 2017-07 As Revised Cost of sales $ 5,977,348 $ (390 ) $ 5,976,958 Gross profit 1,817,677 390 1,818,067 Selling and distribution 1,346,948 (531 ) 1,346,417 General and administrative 311,176 (3,383 ) 307,793 Total operating costs and expenses 1,734,415 (3,914 ) 1,730,501 Operating income 83,262 4,304 87,566 Other (income) expense, net (2,942 ) 4,304 1,362 The following table summarizes the impact of adopting ASU 2014-09 on our Consolidated Statements of Operations for the year ended December 31, 2019 (in thousands): Year Ended December 31, 2019 As Reported As Without Adoption of ASU 2014-09 Impact of Adoption of ASU 2014-09 Net sales $ 7,328,663 $ 6,948,368 $ 380,295 Cost of sales 5,888,931 5,508,636 380,295 Gross profit $ 1,439,732 $ 1,439,732 $ — |
Voluntary Reorganization unde_2
Voluntary Reorganization under Chapter 11 (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Reorganizations [Abstract] | |
Schedule of Liabilities Subject to Compromise | The following table summarizes the components of liabilities subject to compromise included in the Company's consolidated balance sheet as of December 31, 2019 (in thousands): December 31, 2019 Debt subject to compromise: Senior notes due 2023 $ 700,000 Accrued interest 7,331 Accounts payable 181,068 Accrued prepetition facility closing and restructuring costs 7,077 Accrued postretirement obligations other than pensions 31,791 Other accrued expenses 100,126 Liabilities subject to compromise $ 1,027,393 |
Schedule of Components of Reorganization Items | The following table summarizes the components of "Reorganization items" included in the Company's statement of operations (in thousands): Twelve Months Ended December 31, 2019 Professional fees $ 18,688 DIP Credit Agreement financing fees 6,202 Write-off of prepetition deferred financing costs 19,637 Reorganization items $ 44,527 |
Schedule of Condensed Financial Statements of Debtors-in-Possession | BALANCE SHEET December 31, 2019 (in thousands) ASSETS Current assets: Cash and cash equivalents $ 73,163 Receivables, net of allowances 22,812 Inventories 249,330 Prepaid expenses and other current assets 61,096 Total current assets 406,401 Property, plant and equipment, net 820,268 Operating lease right of use assets 275,596 Identifiable intangible and other assets, net 152,772 Investment in nondebtor subsidiaries 19,191 Amounts due from nondebtor subsidiaries 203,478 Total assets $ 1,877,706 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 237,944 Current maturities of long-term debt and finance leases 260,385 Operating lease liabilities 86,297 Total current liabilities 584,626 Long-term debt, net 4,670 Long-term operating lease liabilities 203,477 Other long-term liabilities 271,905 Liabilities subject to compromise 1,027,393 Commitments and contingencies Total stockholders’ equity (214,365 ) Total $ 1,877,706 STATEMENT OF OPERATIONS Year Ended December 31, 2019 (in thousands) Net sales $ 7,294,610 Cost of sales 5,864,267 Gross profit 1,430,343 Operating costs and expenses: Selling and distribution 1,319,050 General and administrative 298,132 Amortization of intangibles 20,314 Prepetition facility closing and restructuring costs, net 17,017 Impairment of goodwill and long-lived assets 177,357 Equity in (earnings) loss of unconsolidated affiliate (4,835 ) Equity in (earnings) loss of nondebtor subsidiaries 347 Total operating costs and expenses 1,827,382 Operating income (loss) (397,039 ) Other (income) expense: Interest expense 69,809 Other expense, net (2,253 ) Reorganization items 44,527 Total other expense 112,083 Loss from continuing operations before income taxes (509,122 ) Income tax benefit (8,532 ) Loss from continuing operations (500,590 ) Gain (loss) on sale of discontinued operations, net of tax (70 ) Net loss $ (500,660 ) STATEMENT OF CASH FLOWS Year Ended December 31, 2019 (in thousands) Net cash used in operating activities $ (56,259 ) Cash flows from investing activities: Payments for property, plant and equipment (89,402 ) Proceeds from sale of fixed assets 5,987 Net cash used in investing activities (83,415 ) Cash flows from financing activities: Repayments of debt (1,834 ) Payments of financing costs (40,627 ) Proceeds from DIP senior credit facility 70,000 Proceeds from senior secured revolver 1,294,501 Payments for senior secured revolver (1,125,001 ) Intercompany loans (1,250 ) Issuance of common stock, net of share repurchases for withholding taxes (425 ) Net cash provided by financing activities 195,364 Increase (decrease) in cash and cash equivalents 55,690 Cash and cash equivalents, beginning of period 17,473 Cash and cash equivalents, end of period $ 73,163 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 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. Twelve Months Ended December 31, 2019 December 31, 2018 December 31, 2017(1) (In thousands) Fluid milk $ 4,580,538 $ 4,756,360 $ 5,315,731 Ice cream(2) 1,040,979 1,077,027 1,107,665 Fresh cream(3) 424,359 397,206 388,514 Extended shelf life and other dairy products(4) 171,003 189,860 196,374 Cultured 250,961 260,044 282,432 Other beverages(5) 256,935 278,838 290,970 Other(6) 96,112 123,062 114,898 Subtotal 6,820,887 7,082,397 7,696,584 Sales of excess raw materials(7) 380,295 515,162 — Sales of other bulk commodities 127,481 157,724 98,441 Total net sales $ 7,328,663 $ 7,755,283 $ 7,795,025 (1) Amounts in 2017 have not been restated as we elected to adopt ASC 606 in 2018 using the modified retrospective method. Sales of excess raw materials of $606.9 million for the twelve months ended December 31, 2017 were included as a reduction of cost of sales in our Consolidated Statements of Operations. (2) Includes ice cream, ice cream mix and ice cream novelties. (3) Includes half-and-half and whipping creams. (4) Includes creamers and other extended shelf life fluids. (5) Includes fruit juice, fruit flavored drinks, iced tea, water and flax-based beverages. (6) Includes items for resale such as butter, cheese, eggs and milkshakes. (7) Historically, we presented sales of excess raw materials as a reduction of cost of sales within our Consolidated Statements of Operations; however, upon further evaluation of these sales in connection with our implementation of ASC 606 in 2018, we determined that it was appropriate to present these sales as revenue. Therefore, on a prospective basis, effective January 1, 2018, we began reporting these sales within the net sales line of our Consolidated Statements of Operations. The following table presents a disaggregation of our net product sales between sales of Company-branded products versus sales of private label products: Twelve Months Ended December 31, 2019 December 31, 2018 December 31, 2017(1) (In thousands) Branded products $ 3,421,371 $ 3,531,656 $ 3,808,496 Private label products 3,399,516 3,550,741 3,888,088 Subtotal 6,820,887 7,082,397 7,696,584 Sales of excess raw materials 380,295 515,162 — Sales of other bulk commodities 127,481 157,724 98,441 Total net sales $ 7,328,663 $ 7,755,283 $ 7,795,025 (1) Amounts in 2017 have not been restated as we elected to adopt ASC 606 in 2018 using the modified retrospective method. Sales of excess raw materials of $606.9 million for the twelve months ended December 31, 2017 were included as a reduction of cost of sales in our Consolidated Statements of Operations. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories at December 31, 2019 and 2018 consisted of the following: December 31 2019 2018 (In thousands) Raw materials and supplies $ 98,516 $ 101,620 Finished goods 151,969 153,864 Total $ 250,485 $ 255,484 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation is calculated using the straight-line method typically over the following range of estimated useful lives of the assets: Asset Useful Life Buildings 15 to 40 years Machinery and equipment 3 to 20 years Leasehold improvements Over the shorter of their estimated useful lives or the terms of the applicable lease agreements Property, plant and equipment as of December 31, 2019 and 2018 consisted of the following: December 31 2019 2018 (In thousands) Land $ 157,100 $ 162,326 Buildings 648,595 642,986 Leasehold improvements 71,577 84,320 Machinery and equipment 1,781,324 1,873,505 Construction in progress 31,711 45,349 2,690,307 2,808,486 Less accumulated depreciation (1,869,941 ) (1,802,304 ) Total $ 820,366 $ 1,006,182 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Gross Carrying Amount and Accumulated Amortization of Intangible Assets other than Goodwill | The net carrying amounts of our intangible assets as of December 31, 2019 and 2018 were as follows: December 31, 2019 December 31, 2018 Acquisition Costs Accumulated Impairment Accumulated Amortization Net Carrying Amount Acquisition Costs Accumulated Impairment Accumulated Amortization Net Carrying Amount (In thousands) Intangible assets with indefinite lives: Trademarks $ 69,315 $ (21,500 ) $ — $ 47,815 $ 69,315 $ — $ — $ 69,315 Intangible assets with finite lives: Customer-related and other 83,545 — (49,590 ) 33,955 83,545 — (45,423 ) 38,122 Trademarks 230,709 (109,910 ) (91,053 ) 29,746 230,709 (109,910 ) (74,621 ) 46,178 Total $ 383,569 $ (131,410 ) $ (140,643 ) $ 111,516 $ 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): 2020 $ 12.5 2021 10.8 2022 8.1 2023 7.3 2024 6.8 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Components of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses as of December 31, 2019 and 2018 consisted of the following: December 31 2019 2018 (In thousands) Accounts payable $ 380,121 $ 434,827 Payroll and benefits, including incentive compensation 48,477 57,164 Health insurance, workers’ compensation and other insurance costs 40,950 58,706 Customer rebates 33,717 41,266 Other accrued liabilities 62,467 107,698 Total $ 565,732 $ 699,661 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | The following table presents the 2019 , 2018 and 2017 income tax expense (benefit): Year Ended December 31 2019 2018(1) 2017(2) (In thousands) Current income taxes: Federal $ (4,624 ) $ (258 ) $ (1,315 ) State 1,015 33 1,317 Foreign 536 (554 ) 844 Total current income tax expense (benefit) (3,073 ) (779 ) 846 Deferred income taxes: Federal (9,928 ) (49,115 ) (38,100 ) State 3,806 7,611 11,075 Total deferred income tax expense (benefit) (6,122 ) (41,504 ) (27,025 ) Total income tax expense (benefit) $ (9,195 ) $ (42,283 ) $ (26,179 ) (1) Excludes $5.9 million of income tax benefit related to discontinued operations. (2) Excludes $14.2 million of income tax expense related to discontinued operations. |
Schedule of Reconciliation of Income Taxes | following is a reconciliation of income tax expense (benefit) computed at the U.S. federal statutory tax rate to income tax expense (benefit) reported in our Consolidated Statements of Operations: Year Ended December 31 2019 2018 2017 Amount Percentage Amount Percentage Amount Percentage (In thousands, except percentages) Tax expense (benefit) at statutory rate $ (107,085 ) 21.0 % $ (78,648 ) 21.0 % $ 7,435 35.0 % State income taxes (22,042 ) 4.3 (17,159 ) 4.6 1,844 8.7 Uncertain tax position (3,549 ) 0.7 — — — — Corporate owned life insurance — — (85 ) — (933 ) (4.4 ) Nondeductible executive compensation 1,753 (0.3 ) 566 (0.1 ) 371 1.8 Impairment — — 35,109 (9.4 ) — — Change in valuation allowances 118,126 (23.2 ) 17,355 (4.6 ) 5,851 27.5 Share-based compensation(1) — — 1,073 (0.3 ) 2,995 14.1 Domestic production activities deduction — — — — (244 ) (1.2 ) Transition tax on unrepatriated foreign earnings — — — — 2,106 9.9 Tax reform revaluation of deferred taxes — — — — (45,840 ) (215.8 ) Other 3,602 (0.7 ) (494 ) 0.1 236 1.2 Total $ (9,195 ) 1.8 % $ (42,283 ) 11.3 % $ (26,179 ) (123.2 )% (1) Includes excess tax benefits and deficiencies related to share-based payments recorded in the provision of income taxes because of the adoption of ASU 2016-09, Compensation — Stock Compensation — Improvements to Employee Share-Based Payment Accounting in 2017. |
Schedule of Deferred Income Tax Assets (Liabilities) | tax effects of temporary differences giving rise to deferred income tax assets (liabilities) were: December 31 2019(1) 2018(2) (In thousands) Deferred income tax assets: Accrued liabilities $ 44,541 $ 54,906 Retirement plans and postretirement benefits 10,751 12,190 Share-based compensation 452 2,343 Receivables and inventories 7,182 6,789 Derivative financial instruments 198 1,075 Net operating loss carryforwards 137,138 61,009 Tax credits and other carryforwards 32,707 23,195 Lease liability 72,907 — Valuation allowances (155,841 ) (40,966 ) 150,035 120,541 Deferred income tax liabilities: Property, plant and equipment (74,247 ) (113,272 ) Operating lease right of use assets (69,340 ) — Intangible assets (5,603 ) (14,475 ) Prepaid expenses (5,002 ) — Other (909 ) (3,983 ) (155,101 ) (131,730 ) Net deferred income tax asset (liability) $ (5,066 ) $ (11,189 ) (1) Includes $4.4 million of deferred tax assets related to uncertain tax positions. (2) Includes $5.4 million of deferred tax assets related to uncertain tax positions. |
Schedule of Balance Sheet Classification of Net Deferred Income Tax Assets (Liabilities) | se net deferred income tax assets (liabilities) are classified in our Consolidated Balance Sheets as follows: December 31 2019 2018 (In thousands) Noncurrent assets $ — $ 2,518 Noncurrent liabilities (5,066 ) (13,707 ) Total $ (5,066 ) $ (11,189 ) |
Schedule of Reconciliation of Gross Unrecognized Tax Benefits | following is a reconciliation of gross unrecognized tax benefits, including interest, recorded in our Consolidated Balance Sheets: December 31 2019 2018 2017 (In thousands) Balance at beginning of year $ 9,450 $ 15,054 $ 30,410 Increases in tax positions for current year 73 211 251 Increases in tax positions for prior years 5,159 244 904 Decreases in tax positions for prior years (6,674 ) (5,842 ) (53 ) Settlement of tax matters — (217 ) — Lapse of applicable statutes of limitations (3,227 ) — (16,458 ) Balance at end of year $ 4,781 $ 9,450 $ 15,054 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 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): Twelve months ended December 31, 2019 Operating lease cost $ 124,866 Finance lease cost 2,110 Amortization of ROU assets 1,857 Interest on lease liability 253 Short term lease cost (1) 14,337 Variable lease cost (2) 11,056 Sublease income (6,061 ) Total net lease cost $ 146,308 (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 amounts 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): Twelve months ended December 31, 2019 Operating cash flows information: Cash paid for amounts included in the measurement of lease liabilities $ 123,158 Non-cash activity: Right of use assets obtained in exchange for operating lease obligations $ 32,209 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in thousands): As of December 31, 2019 Operating leases: Operating lease ROU asset $ 275,596 Current operating lease liabilities $ 86,297 Long-term operating lease liabilities 203,477 Total operating lease liabilities $ 289,774 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows (in thousands): As of December 31, 2019 2020 $ 101,253 2021 75,970 2022 54,735 2023 40,127 2024 27,851 Thereafter 35,946 Total lease payments $ 335,882 Less: imputed interest (46,108 ) Total lease obligations $ 289,774 Less: current obligations 86,297 Long-term lease obligations $ 203,477 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | Our long-term debt as of December 31, 2019 and December 31, 2018 consisted of the following: December 31, 2019 December 31, 2018 Amount Interest Rate Amount Interest Rate (In thousands, except percentages) Dean Foods Company debt obligations: Senior secured debtor-in-possession credit facility 258,800 9.11 % * $ — — % Senior secured revolving credit facility — — 19,300 4.65 * Senior notes due 2023 700,000 6.50 700,000 6.50 958,800 719,300 Subsidiary debt obligations: Receivables securitization facility 180,000 3.50 * 190,000 3.54 * Finance lease and other 6,255 — 1,618 — 186,255 191,618 Subtotal 1,145,055 910,918 Unamortized debt issuance costs — (4,574 ) Less liabilities subject to compromise (700,000 ) — Total debt 445,055 906,344 Less current portion (440,385 ) (1,174 ) Total long-term portion $ 4,670 $ 905,170 * Represents a weighted average rate, including applicable interest rate margins. |
Schedule of Maturities of Long-Term Debt | The scheduled debt maturities at December 31, 2019 were as follows (in thousands): 2020 $ 440,519 2021 1,340 2022 1,058 2023 873 2024 400 Thereafter 865 Total debt $ 445,055 |
Derivative Financial Instrume_2
Derivative Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivatives Recorded at Fair Value in Unaudited Condensed Consolidated Balance Sheets | As of December 31, 2019 and 2018 , our derivatives recorded at fair value in our Consolidated Balance Sheets were: Derivative Assets Derivative Liabilities December 31, December 31, December 31, December 31, (In thousands) Commodities contracts — current(1) $ 576 $ 11 $ 1,364 $ 4,328 Commodities contracts — non-current(2) — — — — Total derivatives $ 576 $ 11 $ 1,364 $ 4,328 (1) Derivative assets and liabilities that have settlement dates equal to or less than 12 months from the respective balance sheet date were included in prepaid expenses and other current assets and accounts payable and accrued expenses, respectively, in our Consolidated Balance Sheets. (2) Derivative assets and liabilities that have settlement dates greater than 12 months from the respective balance sheet date were included in identifiable intangible and other assets, net, and other long-term liabilities, respectively, in our 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 December 31, 2019 is as follows (in thousands): Fair Value Level 1 Level 2 Level 3 Assets — Commodities contracts $ 576 $ — $ 576 $ — Liabilities — Commodities contracts 1,364 — 1,364 — 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 Level 1 Level 2 Level 3 Assets — Commodities contracts $ 11 $ — $ 11 $ — Liabilities — 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 amounts and fair value of the 2023 Notes at December 31: 2019 2018 Amount Outstanding Fair Value Amount Outstanding Fair Value (In thousands) Dean Foods Company senior notes due 2023 $ 700,000 $ 101,780 $ 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 December 31, 2019 (in thousands): Total Level 1 Level 2 Level 3 Mutual funds 1,943 — 1,943 — 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) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Unit Activity | The following table summarizes RSU activity during the year ended December 31, 2019 : Employees Non-Employee Directors Total RSUs outstanding at January 1, 2019 840,431 140,539 980,970 RSUs granted 1,664,256 268,373 1,932,629 Shares issued upon vesting of RSUs (239,509 ) (93,670 ) (333,179 ) RSUs canceled or forfeited(1) (1,717,354 ) (17,528 ) (1,734,882 ) RSUs outstanding at December 31, 2019 547,824 297,714 845,538 Weighted-average per share grant date fair value $ 3.09 $ 4.84 $ 3.71 (1) Pursuant to the terms of our stock unit plans, employees have the option of forfeiting stock units to cover their minimum statutory tax withholding when shares are issued. Any stock units surrendered or canceled in satisfaction of participants’ tax withholding obligations are not available for future grants under the plans. December 31, 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 (472,891 ) 3.37 Performance adjustment(1) (240,761 ) 8.92 Outstanding at December 31, 2019 312,722 $ 3.15 (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. |
Schedule of Stock Unit Grants and Stock Unit Expense | The following table summarizes information about our RSU grants and RSU expense during the years ended December 31, 2019 , 2018 and 2017 (in thousands, except per share amounts): Year Ended December 31 2019 2018 2017 Total intrinsic value of RSUs vested/distributed during the period $ 1,565 $ 2,496 $ 7,960 Weighted-average grant date fair value of RSUs granted 2.82 8.92 17.91 Tax benefit related to RSU expense 516 972 2,071 |
Schedule of Phantom Share Activity | The following table summarizes the phantom share activity during the year ended December 31, 2019 : Shares Weighted- Average Grant Date Fair Value Outstanding at January 1, 2019 2,007,427 $ 11.35 Granted 5,102,334 2.84 Converted/paid (864,364 ) 12.14 Forfeited (1,526,346 ) 4.72 Outstanding at December 31, 2019 4,719,051 $ 4.15 |
Schedule of Restricted Stock Activity | The following table summarizes restricted stock activity during the year ended December 31, 2019 : Shares Weighted- Average Grant Date Fair Value Unvested at January 1, 2019 87,526 $ 8.44 Restricted shares granted 156,961 1.42 Restricted shares vested (88,164 ) 4.59 Unvested at December 31, 2019 156,323 $ 3.56 |
Schedule of Stock Option Activity | The following table summarizes stock option activity during the year ended December 31, 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(1) (244,144 ) 16.36 Options outstanding and exercisable at December 31, 2019(2) 141,394 11.43 0.84 $ — (1) Pursuant to the terms of our stock option plans, options that are forfeited or canceled may be available for future grants. Effective May 15, 2013, any stock options surrendered or canceled in satisfaction of participants' exercise proceeds or tax withholding obligation will no longer become available for future grants under the plans. (2) As of December 31, 2019 , there were no remaining unvested stock options. |
Schedule of Options Outstanding and Exercisable | The following table summarizes information about options outstanding and exercisable at December 31, 2019 : Options Outstanding and Exercisable Range of Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (in years) Weighted- Average Exercise Price $ 8.96 34,706 1.14 $ 8.96 10.44 33,426 2.13 10.44 12.60 61,711 0.12 12.60 15.42 11,551 0.09 15.42 |
Schedule of Additional Information on Stock Option Activity | The following table summarizes additional information regarding our stock option activity (in thousands): Year Ended December 31 2019 2018 2017 Intrinsic value of options exercised $ — $ — $ 427 Fair value of shares vested — — — Tax benefit related to stock option expense — — — |
Schedule of Share-Based Compensation Expense Recognized | The following table summarizes the share-based compensation expense related to equity-based awards recognized during the years ended December 31, 2019 , 2018 and 2017 (in thousands): Year Ended December 31 2019 2018 2017 RSUs $ 2,063 $ 4,935 $ 5,969 PSUs (287 ) (1) (68 ) (1) (2,395 ) (1) Phantom shares 607 3,028 7,447 Total $ 2,383 $ 7,895 $ 11,021 (1) The net credit to PSU expense for the years ended December 31, 2019 , 2018 and 2017 is primarily the result of lower expected performance (relative to the established performance metric) associated with the 2019 , 2018 and 2017 tranches of these awards, respectively. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 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 earnings (loss) per share: Year Ended December 31 2019 2018 2017 (In thousands, except share data) Basic earnings (loss) per share computation: Numerator: Income (loss) from continuing operations $ (500,734 ) $ (332,230 ) $ 47,422 Net loss attributable to non-controlling interest 862 458 — Income (loss) from continuing operations attributable to Dean Foods Company $ (499,872 ) $ (331,772 ) $ 47,422 Denominator: Average common shares 91,777,119 91,327,846 90,899,284 Basic earnings (loss) per share from continuing operations attributable to Dean Foods Company $ (5.45 ) $ (3.63 ) $ 0.52 Diluted earnings (loss) per share computation: Numerator: Income (loss) from continuing operations $ (500,734 ) $ (332,230 ) $ 47,422 Net loss attributable to non-controlling interest 862 458 — Income (loss) from continuing operations attributable to Dean Foods Company $ (499,872 ) $ (331,772 ) $ 47,422 Denominator: Average common shares — basic 91,777,119 91,327,846 90,899,284 Stock option conversion(1) — — 119,284 RSUs and PSUs(2) — — 255,426 Average common shares — diluted 91,777,119 91,327,846 91,273,994 Diluted earnings (loss) per share from continuing operations attributable to Dean Foods Company $ (5.45 ) $ (3.63 ) $ 0.52 (1) Anti-dilutive common shares excluded 183,685 436,473 880,541 (2) Anti-dilutive stock units excluded 1,541,276 1,086,206 442,047 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Loss | The changes in accumulated other comprehensive loss by component, net of tax, during the year ended December 31, 2019 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance, December 31, 2018 $ (93,826 ) $ (4,781 ) $ (98,607 ) Other comprehensive loss before reclassifications 4,144 — 4,144 Amounts reclassified from accumulated other comprehensive loss(1) 9,300 — 9,300 Net current-period other comprehensive loss 13,444 — 13,444 Balance, December 31, 2019 $ (80,382 ) $ (4,781 ) $ (85,163 ) (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 pension cost. See Notes 16 and 17 . The changes in accumulated other comprehensive loss by component, net of tax, during the year ended December 31, 2018 were as follows (in thousands): Pension and Other Postretirement Benefits Items Foreign Currency Items Total Balance, December 31, 2017 $ (73,629 ) $ (4,781 ) $ (78,410 ) Other comprehensive income before reclassifications (9,971 ) — (9,971 ) Amounts reclassified from accumulated other comprehensive loss(1) 6,621 — 6,621 Net current-period other comprehensive income (3,350 ) — (3,350 ) Reclassification of stranded tax effects related to the Tax Act(2) (16,847 ) — (16,847 ) Balance, December 31, 2018 $ (93,826 ) $ (4,781 ) $ (98,607 ) (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 pension cost. See Notes 16 and 17 . (2) See Note 1 for additional details on the adoption of ASU No. 2018-02 during the first quarter of 2018. |
Employee Retirement and Profi_2
Employee Retirement and Profit Sharing Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Retirement and Profit Sharing Plan Expenses | During 2019 , 2018 and 2017 , our retirement and profit sharing plan expenses were as follows: Year Ended December 31 2019 2018 2017 (In thousands) Defined benefit plans $ 9,232 $ 5,547 $ 6,717 Defined contribution plans 18,239 18,968 19,562 Multiemployer pension and certain union plans 29,045 27,181 29,231 Total $ 56,516 $ 51,696 $ 55,510 |
Schedule of Funded Status of Plans | The reconciliation of the beginning and ending balances of the projected benefit obligation and the fair value of plan assets for the years ended December 31, 2019 and 2018 , and the funded status of the plans at December 31, 2019 and 2018 are as follows: December 31 2019 2018 (In thousands) Change in benefit obligation: Benefit obligation at beginning of year $ 314,098 $ 349,784 Service cost 2,688 2,928 Interest cost 12,335 11,311 Plan amendments — — Actuarial (gain) loss 43,455 (26,820 ) Benefits paid (24,251 ) (23,105 ) Benefit obligation at end of year 348,325 314,098 Change in plan assets: Fair value of plan assets at beginning of year 299,208 344,760 Actual return (loss) on plan assets 65,423 (23,276 ) Employer contributions 704 829 Benefits paid (24,251 ) (23,105 ) Fair value of plan assets at end of year 341,084 299,208 Funded status at end of year $ (7,241 ) $ (14,890 ) The following table sets forth the funded status of these plans: December 31 2019 2018 (In thousands) Change in benefit obligation: Benefit obligation at beginning of year $ 29,914 $ 31,866 Service cost 616 679 Interest cost 1,124 941 Employee contributions 257 316 Actuarial (gain) loss 1,840 (1,959 ) Benefits paid (1,960 ) (1,929 ) Benefit obligation at end of year 31,791 29,914 Fair value of plan assets at end of year — — Funded status $ (31,791 ) $ (29,914 ) |
Schedule of Assumptions Used to Determine Benefit Obligations | A summary of our key actuarial assumptions used to determine benefit obligations as of December 31, 2019 and 2018 follows: December 31 2019 2018 Weighted average discount rate 3.35 % 4.38 % Rate of compensation increase 3.70 % 3.70 % |
Schedule of Assumptions Used to Determine Net Periodic Benefit Cost | A summary of our key actuarial assumptions used to determine net periodic benefit cost for 2019 , 2018 and 2017 follows: Year Ended December 31 2019 2018 2017 Effective discount rate for benefit obligations 4.38 % 3.69 % 4.29 % Effective rate for interest on benefit obligations 4.04 % 3.32 % 3.56 % Effective discount rate for service cost 4.46 % 3.79 % 4.51 % Effective rate for interest on service cost 4.18 % 3.51 % 3.91 % Expected return on assets 5.50 % 5.25 % 6.25 % Rate of compensation increase 3.70 % 3.70 % 3.70 % |
Schedule of Net Periodic Benefit Cost | Year Ended December 31 2019 2018 2017 (In thousands) Components of net periodic benefit cost: Service cost $ 2,688 $ 2,928 $ 3,007 Interest cost 12,335 11,311 11,709 Expected return on plan assets (15,984 ) (17,644 ) (19,030 ) Amortizations: Prior service cost 431 431 706 Unrecognized net loss 9,762 8,521 10,325 Effect of settlement — — — Net periodic benefit cost $ 9,232 $ 5,547 $ 6,717 Year Ended December 31 2019 2018 2017 (In thousands) Components of net periodic benefit cost: Service and interest cost $ 1,740 $ 1,620 $ 1,545 Amortizations: Prior service cost 92 92 92 Unrecognized net (gain) loss (605 ) (472 ) (457 ) Net periodic benefit cost $ 1,227 $ 1,240 $ 1,180 |
Schedule of Pension Plans With an Accumulated Benefit Obligation in Excess of Plan Assets | Pension plans with an accumulated benefit obligation in excess of plan assets follows: December 31 2019 2018 (In millions) Projected benefit obligation $ 348.3 $ 314.1 Accumulated benefit obligation 345.9 311.7 Fair value of plan assets 341.1 299.2 |
Schedule of Estimated Pension Plan Benefit Payments to Participants for Next Ten Years | Estimated pension plan benefit payments to participants for the next ten years are as follows: 2020 $ 18.7 million 2021 19.2 million 2022 19.8 million 2023 19.9 million 2024 20.3 million Next five years 102.7 million 2020 $ 2.5 million 2021 2.3 million 2022 2.2 million 2023 2.2 million 2024 2.2 million Next five years 10.9 million |
Schedule of Fair Values by Category of Inputs | The fair values by category of inputs as of December 31, 2019 were as follows (in thousands): Fair Value as of Level 1 Level 2 Level 3 Equity Securities: Common Stock $ 426 $ 426 $ — $ — Index Funds: U.S. Equities(a) 100,762 — 100,762 — Equity Funds(b) 6,701 — 6,701 — Total Equity Securities 107,889 426 107,463 — Fixed Income: Bond Funds(c) 228,652 — 228,652 — Diversified Funds(d) 2,620 — — 2,620 Total Fixed Income 231,272 — 228,652 2,620 Cash Equivalents: Short-term Investment Funds(e) 1,923 — 1,923 — Total Cash Equivalents 1,923 — 1,923 — Total $ 341,084 $ 426 $ 338,038 $ 2,620 (a) Represents a pooled/separate account that tracks the Dow Jones U.S. Total Stock Market Index. (b) Represents a pooled/separate account comprised of approximately 90% U.S. large-cap stocks and 10% international stocks. (c) Represents investments primarily in U.S. dollar-denominated, investment grade bonds, including government securities, corporate bonds, and mortgage- and asset-backed securities. (d) Represents a pooled/separate account investment in the General Investment Account of an investment manager. The account primarily invests in fixed income debt securities, such as high grade corporate bonds, government bonds and asset-backed securities. (e) Investment is comprised of high grade money market instruments with short-term maturities and high liquidity. The fair values by category of inputs as of December 31, 2018 were as follows (in thousands): Fair Value as of Level 1 Level 2 Level 3 Equity Securities: Common Stock $ 299 $ 299 $ — $ — Index Funds: U.S. Equities(a) 84,693 — 84,693 — Equity Funds(b) 5,924 — 5,924 — Total Equity Securities 90,916 299 90,617 — Fixed Income: Bond Funds(c) 203,640 — 203,640 — Diversified Funds(d) 2,712 — — 2,712 Total Fixed Income 206,352 — 203,640 2,712 Cash Equivalents: Short-term Investment Funds(e) 1,940 — 1,940 — Total Cash Equivalents 1,940 — 1,940 — Total $ 299,208 $ 299 $ 296,197 $ 2,712 (a) Represents a pooled/separate account that tracks the Dow Jones U.S. Total Stock Market Index. (b) Represents a pooled/separate account comprised of approximately 90% U.S. large-cap stocks and 10% international stocks. (c) Represents investments primarily in U.S. dollar-denominated, investment grade bonds, including government securities, corporate bonds, and mortgage- and asset-backed securities. (d) Represents a pooled/separate account investment in the General Investment Account of an investment manager. The account primarily invests in fixed income debt securities, such as high grade corporate bonds, government bonds and asset-backed securities. (e) Investment is comprised of high grade money market instruments with short-term maturities and high liquidity. |
Schedule of Reconciliation of Change in Fair Value Measurement of Defined Benefit Plans | A reconciliation of the change in the fair value measurement of the defined benefit plans’ consolidated assets using significant unobservable inputs (Level 3) during the years ended December 31, 2019 and 2018 is as follows (in thousands): Diversified Funds Partnerships/ Joint Ventures Total Balance at December 31, 2017 $ 2,700 $ — $ 2,700 Actual return on plan assets: Relating to instruments still held at reporting date 76 — 76 Relating to instruments sold during the period — — — Purchases, sales and settlements (net) (1,360 ) — (1,360 ) Transfers in and/or out of Level 3 1,296 — 1,296 Balance at December 31, 2018 $ 2,712 $ — $ 2,712 Actual return on plan assets: Relating to instruments still held at reporting date 78 — 78 Purchases, sales and settlements (net) (787 ) — (787 ) Transfers in and/or out of Level 3 617 — 617 Balance at December 31, 2019 $ 2,620 $ — $ 2,620 |
Schedule of Information Regarding Participation in Multiemployer Pension Plans | The last column in the table lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. Pension Fund Employer Identification Number Pension Plan Number PPA Zone Status FIP / RP Status Pending/ Implemented Extended Amortization Provisions Expiration Date of Associated Collective- Bargaining Agreement(s) 2019 2018 Western Conference of Teamsters Pension Plan(1) 91-6145047 001 Green Green N/A No May 31, 2020 - June 30, 2022 Central States, Southeast and Southwest Areas Pension Plan(2) 36-6044243 001 Red Red Implemented No February 1, 2020 - July 31, 2022 Retail, Wholesale & Department Store International Union and Industry Pension Fund(3) 63-0708442 001 Red Red Implemented Yes January 29, 2020 - September 8, 2022 Dairy Industry – Union Pension Plan for Philadelphia Vicinity(4) 23-6283288 001 Red Red Implemented Yes August 31, 2020 - September 30, 2022 (1) We are party to approximately 12 collective bargaining agreements that require contributions to this plan. These agreements cover a large number of employee participants and expire on various dates between 2020 and 2022. The agreement expiring in March 2021 is the most significant as 40% of our employee participants in this plan are covered by that agreement. (2) There are approximately 16 collective bargaining agreements that govern our participation in this plan. The agreements expire on various dates between 2020 and 2022. Approximately 43% , 32% , and 25% of our employee participants in this plan are covered by the agreements expiring in 2020, 2021, and 2022 respectively. (3) We are subject to approximately eight collective bargaining agreements with respect to this plan. Approximately 45% , 54% , and 1% of our employee participants in this plan are covered by the agreements expiring in 2020, 2021, and 2022 respectively. (4) We are party to six collective bargaining agreements with respect to this plan. The agreement expiring in September 2020 is the most significant as approximately 59% of our employee participants in this plan are covered by that agreement. |
Schedule of Information Regarding Contribution in Multiemployer Pension Plans | Information regarding our contributions to our multiemployer pension plans is shown in the table below. There are no changes that materially affected the comparability of our contributions to each of these plans during the years ended December 31, 2019 , 2018 and 2017 . Pension Fund Employer Identification Number Pension Plan Number Dean Foods Company Contributions (in millions) 2019 2018 2017 Surcharge Imposed(3) Western Conference of Teamsters Pension Plan 91-6145047 001 $ 14.1 $ 14.0 $ 13.2 No Central States, Southeast and Southwest Areas Pension Plan 36-6044243 001 9.2 9.5 9.5 No Retail, Wholesale & Department Store International Union and Industry Pension Fund(1) 63-0708442 001 1.5 1.3 1.3 No Dairy Industry – Union Pension Plan for Philadelphia Vicinity(1) 23-6283288 001 2.2 2.1 2.1 No Other Funds(2) 2.0 0.3 3.1 Total Contributions $ 29.0 $ 27.2 $ 29.2 (1) During the 2018 and 2017 plan years, our contributions to these plans exceeded 5% of total plan contributions. At the date of filing of this Annual Report on Form 10-K, Forms 5500 were not available for the plan years ending in 2019. (2) Amounts shown represent our contributions to all other multiemployer pension and other postretirement benefit plans, which are immaterial both individually and in the aggregate to our Consolidated Financial Statements. (3) Federal law requires that contributing employers to a plan in Critical status pay to the plan a surcharge to help correct the plan’s financial situation. The amount of the surcharge is equal to a percentage of the amount we would otherwise be required to contribute to the plan and ceases once our related collective bargaining agreements are amended to comply with the provisions of the rehabilitation plan. |
Postretirement Benefits Other_2
Postretirement Benefits Other Than Pensions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Funded Status of Plans | The reconciliation of the beginning and ending balances of the projected benefit obligation and the fair value of plan assets for the years ended December 31, 2019 and 2018 , and the funded status of the plans at December 31, 2019 and 2018 are as follows: December 31 2019 2018 (In thousands) Change in benefit obligation: Benefit obligation at beginning of year $ 314,098 $ 349,784 Service cost 2,688 2,928 Interest cost 12,335 11,311 Plan amendments — — Actuarial (gain) loss 43,455 (26,820 ) Benefits paid (24,251 ) (23,105 ) Benefit obligation at end of year 348,325 314,098 Change in plan assets: Fair value of plan assets at beginning of year 299,208 344,760 Actual return (loss) on plan assets 65,423 (23,276 ) Employer contributions 704 829 Benefits paid (24,251 ) (23,105 ) Fair value of plan assets at end of year 341,084 299,208 Funded status at end of year $ (7,241 ) $ (14,890 ) The following table sets forth the funded status of these plans: December 31 2019 2018 (In thousands) Change in benefit obligation: Benefit obligation at beginning of year $ 29,914 $ 31,866 Service cost 616 679 Interest cost 1,124 941 Employee contributions 257 316 Actuarial (gain) loss 1,840 (1,959 ) Benefits paid (1,960 ) (1,929 ) Benefit obligation at end of year 31,791 29,914 Fair value of plan assets at end of year — — Funded status $ (31,791 ) $ (29,914 ) |
Schedule of Actuarial Assumptions Used to Determine Benefit Obligations | A summary of our key actuarial assumptions used to determine net periodic benefit cost follows: Year Ended December 31 2019 2018 2017 Healthcare inflation: Healthcare cost trend rate assumed for next year 6.43 % 6.72 % 7.00 % Rate to which the cost trend rate is assumed to decline (ultimate trend rate) 4.50 % 4.50 % 4.50 % Year of ultimate rate achievement 2038 2038 2038 Effective discount rate for benefit obligations 4.26 % 3.53 % 3.97 % Effective rate for interest on benefit obligations 3.93 % 3.16 % 3.32 % Effective discount rate for service cost 4.46 % 3.77 % 4.44 % Effective rate for interest on service cost 4.29 % 3.59 % 4.08 % A summary of our key actuarial assumptions used to determine the benefit obligation as of December 31, 2019 and 2018 follows: December 31 2019 2018 Healthcare inflation: Healthcare cost trend rate assumed for next year 6.52 % 6.43 % Rate to which the cost trend rate is assumed to decline (ultimate trend rate) 4.50 % 4.50 % Year of ultimate rate achievement 2038 2038 Weighted average discount rate 3.20 % 4.26 % |
Schedule of Net Periodic Benefit Cost | Year Ended December 31 2019 2018 2017 (In thousands) Components of net periodic benefit cost: Service cost $ 2,688 $ 2,928 $ 3,007 Interest cost 12,335 11,311 11,709 Expected return on plan assets (15,984 ) (17,644 ) (19,030 ) Amortizations: Prior service cost 431 431 706 Unrecognized net loss 9,762 8,521 10,325 Effect of settlement — — — Net periodic benefit cost $ 9,232 $ 5,547 $ 6,717 Year Ended December 31 2019 2018 2017 (In thousands) Components of net periodic benefit cost: Service and interest cost $ 1,740 $ 1,620 $ 1,545 Amortizations: Prior service cost 92 92 92 Unrecognized net (gain) loss (605 ) (472 ) (457 ) Net periodic benefit cost $ 1,227 $ 1,240 $ 1,180 |
Schedule of Effects of One Percent Change in Assumed Health Care Cost Trend Rates | A one percent change in assumed health care cost trend rates would have the following effects: 1-Percentage- Point Increase 1-Percentage- Point Decrease (In thousands) Effect on total of service and interest cost components $ 231 $ (191 ) Effect on postretirement obligation 3,333 (2,568 ) |
Schedule of Estimated Pension Plan Benefit Payments to Participants for Next Ten Years | Estimated pension plan benefit payments to participants for the next ten years are as follows: 2020 $ 18.7 million 2021 19.2 million 2022 19.8 million 2023 19.9 million 2024 20.3 million Next five years 102.7 million 2020 $ 2.5 million 2021 2.3 million 2022 2.2 million 2023 2.2 million 2024 2.2 million Next five years 10.9 million |
Asset Impairment Charges and _2
Asset Impairment Charges and Prepetition Facility Closing and Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31 2019 2018 2017 (In thousands) Closure of facilities, net(1) $ 11,608 $ 60,460 $ 12,703 Organizational effectiveness(2) — (331 ) 12,210 Enterprise-wide cost productivity plan(3) 5,409 14,863 — Prepetition facility closing and restructuring costs, net $ 17,017 $ 74,992 $ 24,913 (1) Reflects charges, net of gains on the sales of assets, associated with closed facilities that were incurred in 2019 , 2018 and 2017 . These charges are primarily related to facility closures in McKinney, TX; Braselton, GA; Louisville, KY; Erie, PA; Huntley, IL; Thief River Falls, MN; Lynn, MA; Livonia, MI; Richmond, VA; Orem, UT; New Orleans, LA; Rochester, IN; Riverside, CA; Denver, CO; and Buena Park, CA. We have incurred net charges to date of $123.1 million related to these facility closures through December 31, 2019 . We expect to incur additional charges related to these facility closures of approximately $4.1 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 an additional phase of the plan; however, as specific details of this phase have not been finalized and approved, future costs are not yet estimable. |
Schedule of Facility Closing and Restructuring Costs | Activity for 2019 and 2018 with respect to prepetition facility closing and restructuring costs is summarized below and includes items expensed as incurred: Accrued Charges at Charges and Adjustments Payments Accrued Charges at Charges and Adjustments Payments Accrued Charges at (In thousands) Cash charges: Workforce reduction costs $ 5,863 $ 27,460 $ (20,110 ) $ 13,213 $ 4,920 $ (11,603 ) $ 6,530 Shutdown costs — 7,349 (7,349 ) — 6,859 (6,859 ) — Lease obligations after shutdown 2,606 143 (1,381 ) 1,368 320 (1,141 ) 547 Other — 465 (465 ) — 2,665 (2,665 ) — Subtotal $ 8,469 35,417 $ (29,305 ) $ 14,581 14,764 $ (22,268 ) $ 7,077 Non-cash charges: Write-down of assets(2) 45,450 5,109 (Gain) loss on sale of related assets (6,062 ) (2,950 ) Other, net 187 94 Subtotal 39,575 2,253 Total $ 74,992 $ 17,017 (1) As a result of the bankruptcy filing, all accrued charges at December 31, 2019 were reclassified as Liabilities Subject to Compromise on the Consolidated Balance Sheet. See Note 2 for additional information. (2) The write-down of assets relates primarily to owned buildings, land and equipment of those facilities identified for closure. The assets were tested for recoverability at the time the decision to close the facilities was more likely than not to occur. Over time, refinements to our estimates used in testing for recoverability may result in additional asset write-downs. The write-down of assets can include accelerated depreciation recorded for those facilities identified for closure. Our methodology for testing the recoverability of the assets is consistent with the methodology described in the “Asset Impairment Charges” section above. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Disclosures of Cash Flow Information | Year Ended December 31 2019 2018 2017 (In thousands) Cash paid for interest and financing charges, net of capitalized interest $ 66,376 $ 54,178 $ 60,403 Cash paid for bankruptcy-related transactions 24,900 — — Net cash paid (received) for taxes (2,136 ) (335 ) (3,063 ) Non-cash additions to property, plant and equipment, including capital leases 23,017 17,088 8,879 |
Quarterly Results of Operatio_2
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Results of Operations | The following is a summary of our unaudited quarterly results of operations for 2019 and 2018 : Quarter First Second Third Fourth (In thousands, except share and per share data) 2019 Net sales $ 1,795,434 $ 1,843,498 $ 1,849,710 $ 1,840,021 Gross profit 373,753 379,480 350,341 336,158 Loss from continuing operations(1) (61,827 ) (64,863 ) (79,393 ) (294,651 ) Net loss (61,827 ) (64,863 ) (79,393 ) (294,721 ) Net loss attributable to Dean Foods Company (61,574 ) (64,471 ) (79,254 ) (294,643 ) Loss per common share from continuing operations attributable to Dean Foods Company(2): Basic $ (0.67 ) $ (0.70 ) $ (0.86 ) $ (3.22 ) Diluted $ (0.67 ) $ (0.70 ) $ (0.86 ) $ (3.22 ) Quarter First Second Third Fourth (In thousands, except share and per share data) 2018 Net sales $ 1,980,507 $ 1,951,230 $ 1,894,066 $ 1,929,480 Gross profit 448,503 432,784 390,597 383,394 Loss from continuing operations(3) (265 ) (42,016 ) (26,648 ) (263,301 ) Net loss (265 ) (40,094 ) (26,648 ) (260,351 ) Net loss attributable to Dean Foods Company (265 ) (40,094 ) (26,424 ) (260,117 ) Loss per common share from continuing operations attributable to Dean Foods Company(2): Basic $ — $ (0.46 ) $ (0.29 ) $ (2.88 ) Diluted $ — $ (0.46 ) $ (0.29 ) $ (2.88 ) (1) Loss from continuing operations for the first, second, third and fourth quarters of 2019 includes prepetition facility closing and restructuring costs, net of tax and gains on sales of assets, of $3.2 million , $5.5 million , $2.8 million and $1.1 million , respectively. See Note 18 . The results for the second and fourth quarters of 2019 include impairments of our property, plant and equipment totaling $11.9 million and $144.0 million , respectively. See Note 18 . The results for the fourth quarter of 2019 include a trademark impairment of $21.5 million . See Note 7 . The results for the fourth quarter of 2019 also include reorganization items related to our bankruptcy proceedings of $44.5 million . See Note 2 . (2) Loss per common share calculations for each of the quarters were based on the basic and diluted weighted average number of shares outstanding for each quarter. The sum of the quarters may not necessarily be equal to the full year loss per common share amount. (3) Loss from continuing operations for the first, second, third and fourth quarters of 2018 includes prepetition facility closing and restructuring costs, net of tax and gains on sales of assets, of $6.4 million , $51.2 million , $(2.0) million and $1.2 million , respectively. See Note 18 . The results for the second and fourth quarters of 2018 include impairments of our property, plant and equipment totaling $2.2 million and $11.5 million , respectively. See Note 18 . The results for the fourth quarter of 2018 include a goodwill impairment of $190.7 million . See Note 7 . |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)Brand | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) | ||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Assets held for sale | $ 0 | $ 8,472 | ||||
Period of credit terms | 30 days | |||||
Advertising expense | $ 19,300 | 41,600 | $ 39,100 | |||
Prepaid advertising expenses | 100 | 0 | 500 | |||
Research and development expense | 3,500 | 4,400 | 3,500 | |||
Operating lease right of use assets | 275,596 | 0 | ||||
Total lease obligations | 289,774 | |||||
Prepaid Expenses and Other Current Assets | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Assets held for sale | $ 0 | 8,500 | ||||
Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of local and regional brands and private labels (more than) | Brand | 50 | |||||
Accounting Standards Update 2016-02 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Operating lease right of use assets | $ 358,000 | |||||
Total lease obligations | $ 358,000 | |||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Cost of goods and services sold | $ 380,300 | (515,200) | (606,900) | |||
Shipping and Handling | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Cost of goods and services sold | $ 1,200,000 | 1,200,000 | $ 1,200,000 | |||
Retained Earnings (Accumulated Deficit) | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Reclassification of stranded tax effects related to the Tax Act | $ 16,800 | $ 16,847 | [1] | |||
[1] | Refer to Note 1 - Recently Adopted Accounting Pronouncements within our Notes to Consolidated Financial Statements for additional details on the adoption of ASU No. 2018-02 during the first quarter of 2018. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Plant and Equipment, Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Building | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property, plant, and equipment | 15 years |
Building | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property, plant, and equipment | 40 years |
Machinery and Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property, plant, and equipment | 3 years |
Machinery and Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property, plant, and equipment | 20 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Intangible and Other Assets, Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum | Customer relationships | |
Summary Of Significant Accounting Policies [Line Items] | |
Useful life of identifiable intangible assets | 5 years |
Minimum | Trademarks | |
Summary Of Significant Accounting Policies [Line Items] | |
Useful life of identifiable intangible assets | 5 years |
Maximum | Customer relationships | |
Summary Of Significant Accounting Policies [Line Items] | |
Useful life of identifiable intangible assets | 15 years |
Maximum | Trademarks | |
Summary Of Significant Accounting Policies [Line Items] | |
Useful life of identifiable intangible assets | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Effect of the Adoption of ASU 2014-09 and 2017-07 (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Net sales | $ 1,840,021 | $ 1,849,710 | $ 1,843,498 | $ 1,795,434 | $ 1,929,480 | $ 1,894,066 | $ 1,951,230 | $ 1,980,507 | $ 7,328,663 | $ 7,755,283 | $ 7,795,025 |
Cost of sales | 5,888,931 | 6,100,005 | 5,976,958 | ||||||||
Gross profit | $ 336,158 | $ 350,341 | $ 379,480 | $ 373,753 | $ 383,394 | $ 390,597 | $ 432,784 | $ 448,503 | 1,439,732 | 1,655,278 | 1,818,067 |
Effect on selling and distribution | 1,327,922 | 1,403,178 | 1,346,417 | ||||||||
Effect on general and administrative | 301,355 | 277,659 | 307,793 | ||||||||
Effect on total operating costs and expenses | 1,839,416 | 1,970,471 | 1,730,501 | ||||||||
Effect on operating income | (399,684) | (315,193) | 87,566 | ||||||||
Effect on other (income) expense, net | (3,012) | 2,877 | 1,362 | ||||||||
As Previously Reported | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Cost of sales | 5,977,348 | ||||||||||
Gross profit | 1,817,677 | ||||||||||
Effect on selling and distribution | 1,346,948 | ||||||||||
Effect on general and administrative | 311,176 | ||||||||||
Effect on total operating costs and expenses | 1,734,415 | ||||||||||
Effect on operating income | 83,262 | ||||||||||
Effect on other (income) expense, net | (2,942) | ||||||||||
Accounting Standards Update 2017-07 | Restatement Adjustment | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Cost of sales | (390) | ||||||||||
Gross profit | 390 | ||||||||||
Effect on selling and distribution | (531) | ||||||||||
Effect on general and administrative | (3,383) | ||||||||||
Effect on total operating costs and expenses | (3,914) | ||||||||||
Effect on operating income | 4,304 | ||||||||||
Effect on other (income) expense, net | $ 4,304 | ||||||||||
As Without Adoption of ASU 2014-09 | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Net sales | 6,948,368 | 7,240,121 | |||||||||
Cost of sales | 5,508,636 | 5,584,843 | |||||||||
Gross profit | 1,439,732 | 1,655,278 | |||||||||
Impact of Adoption of ASU 2014-09 | Accounting Standards Update 2014-09 | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Net sales | 380,295 | 515,162 | |||||||||
Cost of sales | 380,295 | 515,162 | |||||||||
Gross profit | $ 0 | $ 0 |
Voluntary Reorganization unde_3
Voluntary Reorganization under Chapter 11 - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 14, 2019 | |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 445,055,000 | |||
Operating cash payments for bankruptcy-related transaction | 24,900,000 | $ 0 | $ 0 | |
Bankruptcy-related operating cash receipts | 0 | |||
Interest expense on liabilities subject to compromise not accrued | $ 6,300,000 | |||
Revolving Credit Facility | Senior secured debtor-in-possession credit facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity of credit facility | $ 425,000,000 | |||
DIP Revolving Loans | Revolving Credit Facility | Senior secured debtor-in-possession credit facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 236,200,000 |
Voluntary Reorganization unde_4
Voluntary Reorganization under Chapter 11 - Liabilities Subject to Compromise (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Reorganizations [Abstract] | ||
Senior notes due 2023 | $ 700,000 | $ 0 |
Accrued interest | 7,331 | |
Accounts payable | 181,068 | |
Accrued prepetition facility closing and restructuring costs | 7,077 | |
Accrued postretirement obligations other than pensions | 31,791 | |
Other accrued expenses | 100,126 | |
Liabilities subject to compromise | $ 1,027,393 | $ 0 |
Voluntary Reorganization unde_5
Voluntary Reorganization under Chapter 11 - Components of Reorganization Items (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reorganizations [Abstract] | ||||
Professional fees | $ 18,688 | |||
DIP Credit Agreement financing fees | 6,202 | |||
Write-off of prepetition deferred financing costs | 19,637 | |||
Reorganization items | $ 44,500 | $ 44,527 | $ 0 | $ 0 |
Voluntary Reorganization unde_6
Voluntary Reorganization under Chapter 11 - Condensed Balance Sheet of Debtors-in-Possession (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||||
Cash and cash equivalents | $ 80,011 | $ 24,176 | ||
Receivables, net of allowances | 574,146 | 589,263 | ||
Inventories | 250,485 | 255,484 | ||
Prepaid expenses and other current assets | 60,108 | 30,665 | ||
Total current assets | 966,667 | 912,280 | ||
Property, plant and equipment, net | 820,366 | 1,006,182 | ||
Operating lease right of use assets | 275,596 | 0 | ||
Identifiable intangible and other assets, net | 165,928 | 197,512 | ||
Total assets | 2,228,557 | 2,118,492 | ||
Current liabilities: | ||||
Accounts payable and accrued expenses | 565,732 | 699,661 | ||
Current maturities of long-term debt and finance leases | 440,385 | 1,174 | ||
Operating lease liabilities | 86,297 | 0 | ||
Total current liabilities | 1,092,414 | 700,835 | ||
Long-term debt, net | 4,670 | 905,170 | ||
Long-term operating lease liabilities | 203,477 | 0 | ||
Other long-term liabilities | 65,777 | 184,048 | ||
Liabilities subject to compromise | 1,027,393 | 0 | ||
Commitments and contingencies (Note 20) | ||||
Total stockholders’ equity | (170,240) | 314,732 | $ 655,947 | $ 610,556 |
Total | 2,228,557 | $ 2,118,492 | ||
Debtors-in-Possession | ||||
Current assets: | ||||
Cash and cash equivalents | 73,163 | |||
Receivables, net of allowances | 22,812 | |||
Inventories | 249,330 | |||
Prepaid expenses and other current assets | 61,096 | |||
Total current assets | 406,401 | |||
Property, plant and equipment, net | 820,268 | |||
Operating lease right of use assets | 275,596 | |||
Identifiable intangible and other assets, net | 152,772 | |||
Investment in nondebtor subsidiaries | 19,191 | |||
Amounts due from nondebtor subsidiaries | 203,478 | |||
Total assets | 1,877,706 | |||
Current liabilities: | ||||
Accounts payable and accrued expenses | 237,944 | |||
Current maturities of long-term debt and finance leases | 260,385 | |||
Operating lease liabilities | 86,297 | |||
Total current liabilities | 584,626 | |||
Long-term debt, net | 4,670 | |||
Long-term operating lease liabilities | 203,477 | |||
Other long-term liabilities | 271,905 | |||
Liabilities subject to compromise | 1,027,393 | |||
Commitments and contingencies (Note 20) | ||||
Total stockholders’ equity | (214,365) | |||
Total | $ 1,877,706 |
Voluntary Reorganization unde_7
Voluntary Reorganization under Chapter 11 - Condensed Statement of Operations of Debtors-in-Possession (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Net sales | $ 1,840,021 | $ 1,849,710 | $ 1,843,498 | $ 1,795,434 | $ 1,929,480 | $ 1,894,066 | $ 1,951,230 | $ 1,980,507 | $ 7,328,663 | $ 7,755,283 | $ 7,795,025 |
Cost of sales | 5,888,931 | 6,100,005 | 5,976,958 | ||||||||
Gross profit | 336,158 | 350,341 | 379,480 | 373,753 | 383,394 | 390,597 | 432,784 | 448,503 | 1,439,732 | 1,655,278 | 1,818,067 |
Operating costs and expenses: | |||||||||||
Selling and distribution | 1,327,922 | 1,403,178 | 1,346,417 | ||||||||
General and administrative | 301,355 | 277,659 | 307,793 | ||||||||
Amortization of intangibles | 20,600 | 20,456 | 20,710 | ||||||||
Prepetition facility closing and restructuring costs, net | 17,017 | 74,992 | 24,913 | ||||||||
Impairment of goodwill and long-lived assets | 177,357 | 204,414 | 30,668 | ||||||||
Equity in (earnings) loss of unconsolidated affiliate | (4,835) | (7,939) | 0 | ||||||||
Total operating costs and expenses | 1,839,416 | 1,970,471 | 1,730,501 | ||||||||
Operating income (loss) | (399,684) | (315,193) | 87,566 | ||||||||
Other (income) expense: | |||||||||||
Interest expense | 68,730 | 56,443 | 64,961 | ||||||||
Other (income) expense, net | (3,012) | 2,877 | 1,362 | ||||||||
Reorganization items | 44,500 | 44,527 | 0 | 0 | |||||||
Total other expense | 110,245 | 59,320 | 66,323 | ||||||||
Income (loss) before income taxes | (509,929) | (374,513) | 21,243 | ||||||||
Income tax benefit | (9,195) | (42,283) | (26,179) | ||||||||
Income (loss) from continuing operations | (294,651) | (79,393) | (64,863) | (61,827) | (263,301) | (26,648) | (42,016) | (265) | (500,734) | (332,230) | 47,422 |
Gain (loss) on sale of discontinued operations, net of tax | (70) | 4,872 | 2,875 | ||||||||
Net income (loss) | $ (294,721) | $ (79,393) | $ (64,863) | $ (61,827) | $ (260,351) | $ (26,648) | $ (40,094) | $ (265) | (500,804) | $ (327,358) | $ 61,588 |
Debtors-in-Possession | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Net sales | 7,294,610 | ||||||||||
Cost of sales | 5,864,267 | ||||||||||
Gross profit | 1,430,343 | ||||||||||
Operating costs and expenses: | |||||||||||
Selling and distribution | 1,319,050 | ||||||||||
General and administrative | 298,132 | ||||||||||
Amortization of intangibles | 20,314 | ||||||||||
Prepetition facility closing and restructuring costs, net | 17,017 | ||||||||||
Impairment of goodwill and long-lived assets | 177,357 | ||||||||||
Equity in (earnings) loss of unconsolidated affiliate | (4,835) | ||||||||||
Equity in (earnings) loss of nondebtor subsidiaries | 347 | ||||||||||
Total operating costs and expenses | 1,827,382 | ||||||||||
Operating income (loss) | (397,039) | ||||||||||
Other (income) expense: | |||||||||||
Interest expense | 69,809 | ||||||||||
Other (income) expense, net | (2,253) | ||||||||||
Reorganization items | 44,527 | ||||||||||
Total other expense | 112,083 | ||||||||||
Income (loss) before income taxes | (509,122) | ||||||||||
Income tax benefit | (8,532) | ||||||||||
Income (loss) from continuing operations | (500,590) | ||||||||||
Gain (loss) on sale of discontinued operations, net of tax | (70) | ||||||||||
Net income (loss) | $ (500,660) |
Voluntary Reorganization unde_8
Voluntary Reorganization under Chapter 11 - Condensed Cash Flow Statement of Debtors-in-Possession (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash used in operating activities | $ (47,336) | $ 152,962 | $ 144,799 |
Cash flows from investing activities: | |||
Payments for property, plant and equipment | (89,402) | (115,367) | (106,726) |
Proceeds from sale of fixed assets | 5,987 | 19,467 | 4,336 |
Net cash used in investing activities | (83,415) | (109,224) | (134,986) |
Cash flows from financing activities: | |||
Repayments of debt | (1,834) | (1,053) | (143,323) |
Payments of financing costs | (40,627) | (715) | (1,786) |
Proceeds from DIP senior credit facility | 70,000 | 0 | 0 |
Proceeds from senior secured revolver | 1,294,501 | 351,800 | 326,900 |
Payments for senior secured revolver | (1,125,001) | (343,700) | (324,800) |
Issuance of common stock, net of share repurchases for withholding taxes | (425) | (445) | (535) |
Net cash provided by financing activities | 186,586 | (36,074) | (11,281) |
Increase (decrease) in cash and cash equivalents | 55,835 | 7,664 | (1,468) |
Cash and cash equivalents, beginning of year | 24,176 | 16,512 | 17,980 |
Cash and cash equivalents, end of year | 80,011 | 24,176 | $ 16,512 |
Debtors-in-Possession | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash used in operating activities | (56,259) | ||
Cash flows from investing activities: | |||
Payments for property, plant and equipment | (89,402) | ||
Proceeds from sale of fixed assets | 5,987 | ||
Net cash used in investing activities | (83,415) | ||
Cash flows from financing activities: | |||
Repayments of debt | (1,834) | ||
Payments of financing costs | (40,627) | ||
Proceeds from DIP senior credit facility | 70,000 | ||
Proceeds from senior secured revolver | 1,294,501 | ||
Payments for senior secured revolver | (1,125,001) | ||
Intercompany loans | (1,250) | ||
Issuance of common stock, net of share repurchases for withholding taxes | (425) | ||
Net cash provided by financing activities | 195,364 | ||
Increase (decrease) in cash and cash equivalents | 55,690 | ||
Cash and cash equivalents, beginning of year | 17,473 | ||
Cash and cash equivalents, end of year | $ 73,163 | $ 17,473 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ 1,840,021 | $ 1,849,710 | $ 1,843,498 | $ 1,795,434 | $ 1,929,480 | $ 1,894,066 | $ 1,951,230 | $ 1,980,507 | $ 7,328,663 | $ 7,755,283 | $ 7,795,025 |
Product | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 6,820,887 | 7,082,397 | 7,696,584 | ||||||||
Fluid milk | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 4,580,538 | 4,756,360 | 5,315,731 | ||||||||
Ice cream | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 1,040,979 | 1,077,027 | 1,107,665 | ||||||||
Fresh cream | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 424,359 | 397,206 | 388,514 | ||||||||
Extended shelf life and other dairy products | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 171,003 | 189,860 | 196,374 | ||||||||
Cultured | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 250,961 | 260,044 | 282,432 | ||||||||
Other beverages | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 256,935 | 278,838 | 290,970 | ||||||||
Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 96,112 | 123,062 | 114,898 | ||||||||
Branded products | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 3,421,371 | 3,531,656 | 3,808,496 | ||||||||
Private label products | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 3,399,516 | 3,550,741 | 3,888,088 | ||||||||
Sales of excess raw materials | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 380,295 | 515,162 | 0 | ||||||||
Sales of other bulk commodities | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 127,481 | 157,724 | 98,441 | ||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 380,295 | 515,162 | |||||||||
Reduction of cost of sales | $ (380,300) | $ 515,200 | 606,900 | ||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | Sales of excess raw materials | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Reduction of cost of sales | $ 606,900 |
Investments in Affiliates and_2
Investments in Affiliates and Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | Oct. 12, 2018 | Jun. 29, 2018 | Sep. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Equity in (earnings) loss of unconsolidated affiliate | $ (4,835) | $ (7,939) | $ 0 | |||
Remeasurement gain | 0 | 2,289 | 0 | |||
Gain (loss) on sale of discontinued operations, net of tax | (70) | 4,872 | 2,875 | |||
Income from discontinued operations, net of tax | 0 | 0 | 11,291 | |||
Morningstar Foods, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Gain (loss) on sale of discontinued operations, net of tax | 2,900 | |||||
Income from discontinued operations, net of tax | $ 11,300 | |||||
Morningstar Foods, LLC | Tax Refund from Settlement of State Tax Claim | ||||||
Business Acquisition [Line Items] | ||||||
Gain (loss) on sale of discontinued operations, net of tax | $ 100 | 1,900 | ||||
Morningstar Foods, LLC | Uncertain Tax Position Reserve Release | ||||||
Business Acquisition [Line Items] | ||||||
Gain (loss) on sale of discontinued operations, net of tax | 3,000 | |||||
Good Karma | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest (as a percent) | 67.00% | 69.00% | ||||
Additional investment | $ 3,000 | $ 15,000 | ||||
Fair value of equity interest | 9,000 | |||||
Remeasurement gain | 2,300 | |||||
Aggregate purchase price | 35,700 | |||||
Intangible assets acquired | $ 13,600 | |||||
Weighted-average amortization period | 10 years | |||||
Fair value of non-controlling interest | $ 11,800 | |||||
Good Karma | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | 2,900 | |||||
Good Karma | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Indefinite-lived intangible assets acquired | $ 10,700 | |||||
Organic Valley Fresh Joint Venture | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest (as a percent) | 50.00% | |||||
Equity in (earnings) loss of unconsolidated affiliate | $ (4,800) | $ (7,900) | ||||
Corporate Joint Venture | Organic Valley Fresh Joint Venture | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire equity method investments | $ 2,000 | |||||
Distributions from joint venture | 5,600 | |||||
Purchases from joint venture | $ 69,900 |
Inventories - Summary (Details)
Inventories - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 98,516 | $ 101,620 |
Finished goods | 151,969 | 153,864 |
Total | $ 250,485 | $ 255,484 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Land | $ 157,100,000 | $ 162,326,000 | |
Buildings | 648,595,000 | 642,986,000 | |
Leasehold improvements | 71,577,000 | 84,320,000 | |
Machinery and equipment | 1,781,324,000 | 1,873,505,000 | |
Construction in progress | 31,711,000 | 45,349,000 | |
Property, plant and equipment, gross | 2,690,307,000 | 2,808,486,000 | |
Less accumulated depreciation | (1,869,941,000) | (1,802,304,000) | |
Total | 820,366,000 | 1,006,182,000 | |
Depreciation expense | 126,700,000 | 133,000,000 | $ 145,100,000 |
Interest capitalized | $ 0 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2011 | |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Gross carrying value of goodwill | $ 2,260,000 | $ 2,260,000 | ||||||
Accumulated goodwill impairment | (2,260,000) | (2,260,000) | ||||||
Goodwill impairment loss | (21,500) | $ (190,700) | $ (190,000) | $ (2,080,000) | ||||
Amortization expense on intangible assets | $ 20,600 | $ 20,456 | $ 20,710 | |||||
Trademarks | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Weighted-average amortization period | 6 years | |||||||
Trademarks | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Non-cash impairment charge | $ 21,500 | |||||||
Minimum | Trademarks | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Remaining amortization period | 1 year | 5 years | ||||||
Maximum | Trademarks | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Remaining amortization period | 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 | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible assets with finite lives: | ||
Accumulated Amortization | $ (140,643) | $ (120,044) |
Acquisition Costs | 383,569 | 383,569 |
Accumulated Impairment | (131,410) | (109,910) |
Total, Net Carrying Amount | 111,516 | 153,615 |
Trademarks | ||
Intangible assets with finite lives: | ||
Acquisition Costs | 230,709 | 230,709 |
Accumulated Impairment | (109,910) | (109,910) |
Accumulated Amortization | (91,053) | (74,621) |
Net Carrying Amount | 29,746 | 46,178 |
Customer-Related and Other | ||
Intangible assets with finite lives: | ||
Acquisition Costs | 83,545 | 83,545 |
Accumulated Impairment | 0 | 0 |
Accumulated Amortization | (49,590) | (45,423) |
Net Carrying Amount | 33,955 | 38,122 |
Trademarks | ||
Intangible assets with indefinite lives: | ||
Acquisition Costs | 69,315 | 69,315 |
Accumulated Impairment | (21,500) | 0 |
Net Carrying Amount | $ 47,815 | $ 69,315 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense (Details) $ in Millions | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 12.5 |
2021 | 10.8 |
2022 | 8.1 |
2023 | 7.3 |
2024 | $ 6.8 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Components of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 380,121 | $ 434,827 |
Payroll and benefits, including incentive compensation | 48,477 | 57,164 |
Health insurance, workers’ compensation and other insurance costs | 40,950 | 58,706 |
Customer rebates | 33,717 | 41,266 |
Other accrued liabilities | 62,467 | 107,698 |
Total | $ 565,732 | $ 699,661 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Line Items] | ||
Federal and state net operating loss carry forwards | $ 137,138 | $ 61,009 |
Federal and state tax credits | 32,707 | 23,195 |
Valuation allowance | 155,841 | 40,966 |
Increase in valuation allowance | 114,900 | |
Unrecognized tax benefits that would impact effective tax rate | 400 | |
Unrecognized tax benefit with uncertainty about timing of deductibility | 4,400 | |
Accrued interest | $ 200 | $ 800 |
Minimum | ||
Income Taxes [Line Items] | ||
Period of income tax returns examination after filing | 3 years | |
Maximum | ||
Income Taxes [Line Items] | ||
Period of income tax returns examination after filing | 5 years |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current income taxes: | |||
Federal | $ (4,624) | $ (258) | $ (1,315) |
State | 1,015 | 33 | 1,317 |
Foreign | 536 | (554) | 844 |
Total current income tax expense (benefit) | (3,073) | (779) | 846 |
Deferred income taxes: | |||
Federal | (9,928) | (49,115) | (38,100) |
State | 3,806 | 7,611 | 11,075 |
Total deferred income tax expense (benefit) | (6,122) | (41,504) | (27,025) |
Total income tax expense (benefit) | $ (9,195) | (42,283) | (26,179) |
Income tax benefit related to discontinued operation | $ 5,900 | $ 14,200 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Amount | |||
Tax expense (benefit) at statutory rate | $ (107,085) | $ (78,648) | $ 7,435 |
State income taxes | (22,042) | (17,159) | 1,844 |
Uncertain tax position | (3,549) | 0 | 0 |
Corporate owned life insurance | 0 | (85) | (933) |
Nondeductible executive compensation | 1,753 | 566 | 371 |
Impairment | 0 | 35,109 | 0 |
Change in valuation allowances | 118,126 | 17,355 | 5,851 |
Share-based compensation | 0 | 1,073 | 2,995 |
Domestic production activities deduction | 0 | 0 | (244) |
Transition tax on unrepatriated foreign earnings | 0 | 0 | 2,106 |
Tax reform revaluation of deferred taxes | 0 | 0 | (45,840) |
Other | 3,602 | (494) | 236 |
Total income tax expense (benefit) | $ (9,195) | $ (42,283) | $ (26,179) |
Percentage | |||
Tax expense (benefit) at statutory rate (as a percent) | 21.00% | 21.00% | 35.00% |
State income taxes (as a percent) | 4.30% | 4.60% | 8.70% |
Uncertain tax position (as a percent) | 0.70% | 0.00% | 0.00% |
Corporate owned life insurance (as a percent) | 0.00% | 0.00% | (4.40%) |
Nondeductible executive compensation (as a percent) | (0.30%) | (0.10%) | 1.80% |
Impairment (as a percent) | 0.00% | (9.40%) | 0.00% |
Change in valuation allowances (as a percent) | (23.20%) | (4.60%) | 27.50% |
Share-based compensation (as a percent) | 0.00% | (0.30%) | 14.10% |
Domestic production activities deduction (as a percent) | 0.00% | 0.00% | (1.20%) |
Deemed repatriation of foreign earnings (as a percent) | 0.00% | 0.00% | 9.90% |
Tax reform revaluation of deferred taxes (as a percent) | 0.00% | 0.00% | (215.80%) |
Other (as a percent) | (0.70%) | 0.10% | 1.20% |
Total (as a percent) | 1.80% | 11.30% | (123.20%) |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax assets: | ||
Accrued liabilities | $ 44,541 | $ 54,906 |
Retirement plans and postretirement benefits | 10,751 | 12,190 |
Share-based compensation | 452 | 2,343 |
Receivables and inventories | 7,182 | 6,789 |
Derivative financial instruments | 198 | 1,075 |
Net operating loss carryforwards | 137,138 | 61,009 |
Tax credits and other carryforwards | 32,707 | 23,195 |
Lease liability | 72,907 | 0 |
Valuation allowances | (155,841) | (40,966) |
Deferred income tax assets | 150,035 | 120,541 |
Deferred income tax liabilities: | ||
Property, plant and equipment | (74,247) | (113,272) |
Operating lease right of use assets | (69,340) | 0 |
Intangible assets | (5,603) | (14,475) |
Prepaid expenses | (5,002) | 0 |
Other | (909) | (3,983) |
Deferred income tax liabilities | (155,101) | (131,730) |
Net deferred income tax asset (liability) | (5,066) | (11,189) |
Deferred tax assets related to uncertain tax positions | $ 4,400 | $ 5,400 |
Income Taxes - Balance Sheet Cl
Income Taxes - Balance Sheet Classification of Net Deferred Income Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Noncurrent assets | $ 0 | $ 2,518 |
Noncurrent liabilities | (5,066) | (13,707) |
Net deferred income tax asset (liability) | $ (5,066) | $ (11,189) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 9,450 | $ 15,054 | $ 30,410 |
Increases in tax positions for current year | 73 | 211 | 251 |
Increases in tax positions for prior years | 5,159 | 244 | 904 |
Decreases in tax positions for prior years | (6,674) | (5,842) | (53) |
Settlement of tax matters | 0 | (217) | 0 |
Lapse of applicable statutes of limitations | (3,227) | 0 | (16,458) |
Balance at end of year | $ 4,781 | $ 9,450 | $ 15,054 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019lease | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Number of leases | lease | 1,400 | ||
Remaining lease term | 20 years | ||
Weighted-average remaining term of operating leases | 4 years 8 months 12 days | ||
Weighted-average discount rate of operating leases (as a percent) | 6.40% | ||
Rent expense | $ | $ 143.3 | $ 135.4 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 124,866 |
Finance lease cost | 2,110 |
Amortization of ROU assets | 1,857 |
Interest on lease liability | 253 |
Short term lease cost | 14,337 |
Variable lease cost | 11,056 |
Sublease income | (6,061) |
Total net lease cost | $ 146,308 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating leases: | ||
Operating lease ROU asset | $ 275,596 | $ 0 |
Liabilities | ||
Current operating lease liabilities | 86,297 | 0 |
Long-term operating lease liabilities | 203,477 | $ 0 |
Total lease obligations | $ 289,774 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating cash flows information: | |
Cash paid for amounts included in the measurement of lease liabilities | $ 123,158 |
Non-cash activity: | |
Right of use assets obtained in exchange for operating lease obligations | $ 32,209 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating Leases | ||
2020 | $ 101,253 | |
2021 | 75,970 | |
2022 | 54,735 | |
2023 | 40,127 | |
2024 | 27,851 | |
Thereafter | 35,946 | |
Total lease payments | 335,882 | |
Less: imputed interest | (46,108) | |
Total lease obligations | 289,774 | |
Less: current obligations | 86,297 | $ 0 |
Long-term operating lease liabilities | $ 203,477 | $ 0 |
Debt - Debt Instruments (Detail
Debt - Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total debt and capital lease obligations | $ 445,055 | $ 906,344 |
Subtotal | 1,145,055 | 910,918 |
Unamortized debt issuance costs | 0 | (4,574) |
Less liabilities subject to compromise | (700,000) | 0 |
Less current portion | (440,385) | (1,174) |
Total long-term portion | 4,670 | 905,170 |
Dean Foods Company | ||
Debt Instrument [Line Items] | ||
Total debt and capital lease obligations | 958,800 | 719,300 |
Dean Foods Company | Senior notes due 2023 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 700,000 | $ 700,000 |
Debt instrument, interest rate (as a percent) | 6.50% | 6.50% |
Subsidiary debt obligations | ||
Debt Instrument [Line Items] | ||
Total debt and capital lease obligations | $ 186,255 | $ 191,618 |
Subsidiary debt obligations | Capital lease and other | ||
Debt Instrument [Line Items] | ||
Finance lease and other | $ 6,255 | 1,618 |
Senior secured debtor-in-possession credit facility | Dean Foods Company | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Senior secured revolving credit facility | $ 0 | |
Credit facility interest rate (as a percent) | 9.11% | 0.00% |
Senior secured revolving credit facility | Dean Foods Company | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Senior secured revolving credit facility | $ 0 | $ 19,300 |
Credit facility interest rate (as a percent) | 0.00% | 4.65% |
Receivables securitization facility | Subsidiary debt obligations | ||
Debt Instrument [Line Items] | ||
Senior secured revolving credit facility | $ 180,000 | $ 190,000 |
Credit facility interest rate (as a percent) | 3.50% | 3.54% |
Debt - Maturities of Long-Term
Debt - Maturities of Long-Term Debt (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 440,519 |
2021 | 1,340 |
2022 | 1,058 |
2023 | 873 |
2024 | 400 |
Thereafter | 865 |
Total outstanding debt | $ 445,055 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Nov. 14, 2019USD ($)trading_day | Aug. 27, 2019USD ($) | Jun. 28, 2019 | Feb. 22, 2019USD ($) | Jan. 04, 2017USD ($) | Feb. 25, 2015USD ($) | Dec. 31, 2019USD ($)entity | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||
Long-term debt | $ 445,055,000 | ||||||||
Number of wholly-owned entities | entity | 2 | ||||||||
Write-off of financing costs | $ 3,755,000 | $ 0 | $ 1,080,000 | ||||||
Increase (decrease) in credit facility | $ 85,000,000 | ||||||||
Proceeds from receivables securitization facility | 660,000,000 | 2,420,000,000 | 2,525,000,000 | ||||||
Payments for receivables securitization facility | (670,000,000) | $ (2,435,000,000) | $ (2,360,000,000) | ||||||
Senior Notes | Senior Notes Due 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Net debt issuance costs | $ 7,000,000 | ||||||||
Unamortized debt issuance costs | 1,800,000 | ||||||||
Write-off of financing costs | 3,600,000 | ||||||||
Amount outstanding of line of credit | 700,000,000 | ||||||||
Principal amount of debt instrument | $ 700,000,000 | ||||||||
Debt instrument, interest rate (as a percent) | 6.50% | ||||||||
Debt Instrument issue price to principal (as a percent) | 100.00% | ||||||||
Revolving Credit Facility | Senior secured revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Average daily balance under facility | 56,200,000 | ||||||||
Revolving Credit Facility | Senior secured debtor-in-possession credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity of credit facility | $ 425,000,000 | ||||||||
Net debt issuance costs | 14,000,000 | ||||||||
Revolving Credit Facility | Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of value of inventory and real property (as a percent) | 65.00% | 65.00% | |||||||
Revolving Credit Facility | Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity of credit facility | $ 350,000,000 | $ 265,000,000 | |||||||
Net debt issuance costs | 11,900,000 | ||||||||
Unamortized debt issuance costs | 3,200,000 | ||||||||
Write-off of financing costs | $ 13,800,000 | ||||||||
Commitment reduction along with prepayment with net cash proceeds of asset sales (as a percent) | 50.00% | ||||||||
Commitment reduction along with prepayment with net cash proceeds of asset sales | $ 175,000,000 | ||||||||
Revolving Credit Facility | Credit Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed charge coverage ratio | 1.05 | ||||||||
Revolving Credit Facility | Credit Facility | Base Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 1.75% | ||||||||
Revolving Credit Facility | Credit Facility | Base Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 1.25% | ||||||||
Revolving Credit Facility | Credit Facility | Eurodollar Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 2.75% | ||||||||
Revolving Credit Facility | Credit Facility | Eurodollar Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 2.25% | ||||||||
Revolving Credit Facility | Amendment to Receivables Securitization Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity of credit facility | $ 450,000,000 | ||||||||
Net debt issuance costs | 10,800,000 | ||||||||
Unamortized debt issuance costs | 600,000 | ||||||||
Write-off of financing costs | $ 2,200,000 | ||||||||
Revolving Credit Facility | Amendment to Receivables Securitization Facility | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate (as a percent) | 1.05% | ||||||||
Unused capacity fee (as a percent) | 0.55% | ||||||||
Revolving Credit Facility | Amendment to Receivables Securitization Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate (as a percent) | 0.90% | ||||||||
Unused capacity fee (as a percent) | 0.40% | ||||||||
Revolving Credit Facility | Receivables securitization facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity of credit facility | 425,000,000 | ||||||||
Commitment reduction along with prepayment with net cash proceeds of asset sales (as a percent) | 50.00% | ||||||||
Amount outstanding of line of credit | 236,700,000 | ||||||||
Remaining borrowing capacity of line of credit facility | 8,300,000 | ||||||||
Average daily balance under facility | 246,000,000 | ||||||||
Current borrowing capacity of line of credit | 425,000,000 | ||||||||
Total receivables sold | 530,100,000 | ||||||||
Proceeds from receivables securitization facility | 700,000,000 | ||||||||
Payments for receivables securitization facility | $ (700,000,000) | ||||||||
Revolving Credit Facility | Receivables securitization facility | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Consolidated interest coverage ratio | 4.25 | ||||||||
Current borrowing capacity of line of credit | $ 100,000,000 | ||||||||
Revolving Credit Facility | Receivables securitization facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed charge coverage ratio | 1.05 | ||||||||
Revolving Credit Facility | Letter of Credit | Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity of credit facility | $ 25,000,000 | ||||||||
Revolving Credit Facility | Letter of Credit | Credit Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Liquidity determinant - unrestricted cash on hand | 25,000,000 | ||||||||
Revolving Credit Facility | Letter of Credit | Receivables securitization facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Liquidity determinant - unrestricted cash on hand | 25,000,000 | ||||||||
Revolving Credit Facility | Swing Line Loan | Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity of credit facility | $ 10,000,000 | ||||||||
Revolving Credit Facility | DIP Revolving Loans | Senior secured debtor-in-possession credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | 236,200,000 | ||||||||
Sub-limit of credit facility | $ 25,000,000 | ||||||||
Dean Foods Company | Senior Notes Due 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate (as a percent) | 6.50% | 6.50% | |||||||
Dean Foods Company | Revolving Credit Facility | Senior secured debtor-in-possession credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of value of inventory and real property (as a percent) | 65.00% | ||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | trading_day | 5 | ||||||||
Amount outstanding of line of credit | $ 258,800,000 | ||||||||
Average daily balance under facility | 200,900,000 | ||||||||
Letters of credit issued | 0 | ||||||||
Extension option period | 3 months | ||||||||
Extension fee rate (as a percent) | 0.50% | ||||||||
Dean Foods Company | Revolving Credit Facility | Senior secured debtor-in-possession credit facility | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Liquidity determinant - unrestricted cash on hand | $ 30,000,000 | ||||||||
Dean Foods Company | Revolving Credit Facility | Senior secured debtor-in-possession credit facility | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 7.00% | ||||||||
Dean Foods Company | Revolving Credit Facility | Senior secured debtor-in-possession credit facility | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 6.00% | ||||||||
Dean Foods Company | Revolving Credit Facility | DIP Revolving Loans | Senior secured debtor-in-possession credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount outstanding of line of credit | 188,800,000 | ||||||||
Dean Foods Company | Revolving Credit Facility | DIP Term Loans | Senior secured debtor-in-possession credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount outstanding of line of credit | 70,000,000 | ||||||||
Subsidiary debt obligations | Capital lease and other | |||||||||
Debt Instrument [Line Items] | |||||||||
Finance lease and other | 6,255,000 | $ 1,618,000 | |||||||
Subsidiary debt obligations | Revolving Credit Facility | Receivables securitization facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount outstanding of line of credit | $ 180,000,000 |
Derivative Financial Instrume_3
Derivative Financial Instruments and Fair Value Measurements - Narrative (Details) - Commodities Contracts | 12 Months Ended |
Dec. 31, 2019 | |
Minimum | |
Derivative [Line Items] | |
Anticipated requirements, Outstanding purchase commitment | 1 month |
Maximum | |
Derivative [Line Items] | |
Anticipated requirements, Outstanding purchase commitment | 1 year |
Derivative Financial Instrume_4
Derivative Financial Instruments and Fair Value Measurements - Derivatives Recorded at Fair Value in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 576 | $ 11 |
Derivative Liabilities | 1,364 | 4,328 |
Current | Derivatives not designated as Hedging Instruments | Commodities Contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 576 | 11 |
Derivative Liabilities | 1,364 | 4,328 |
Non-current | Derivatives not designated as Hedging Instruments | 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 | Dec. 31, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Assets - Fair Value | $ 576 | $ 11 |
Liabilities - Fair Value | 1,364 | 4,328 |
Level 1 | ||
Derivatives, Fair Value [Line Items] | ||
Assets - Fair Value | 0 | 0 |
Liabilities - Fair Value | 0 | 0 |
Level 2 | ||
Derivatives, Fair Value [Line Items] | ||
Assets - Fair Value | 576 | 11 |
Liabilities - Fair Value | 1,364 | 4,328 |
Level 3 | ||
Derivatives, Fair Value [Line Items] | ||
Assets - Fair Value | 0 | 0 |
Liabilities - Fair Value | $ 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 - Senior Notes Due 2023 - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Senior Notes, Amount Outstanding | $ 700,000 | $ 700,000 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior Notes, Amount Outstanding | 700,000 | 700,000 |
Senior Notes, Fair Value | $ 101,780 | $ 560,000 |
Derivative Financial Instrume_7
Derivative Financial Instruments and Fair Value Measurements - SERP Assets Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 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 | $ 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 | $ 1,943 | 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 | |
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 | 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 | 1,943 | 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 | |
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 ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Preferred stock authorized (shares) | 1,000,000,000,000 | ||||||||||
Common stock authorized (shares) | 250,000,000 | ||||||||||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Dividends paid (USD per share) | $ 0.03 | $ 0.09 | $ 0.09 | $ 0.09 | $ 0.09 | $ 0.09 | $ 0.09 | $ 0.09 | $ 0 | ||
Cash dividends paid | $ 0 | $ (27,405,000) | $ (32,737,000) | ||||||||
Shares available for issuance (shares) | 8,500,000 | ||||||||||
Dean Foods Company Two Thousand Seven Stock Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option awarded (shares) | 1.67 | ||||||||||
Stock Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options granted during period (shares) | 0 | 0 | 0 | ||||||||
Total unrecognized stock option expense | $ 0 | ||||||||||
Cash received from stock option exercises | 0 | $ 0 | |||||||||
Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Total unrecognized stock option expense | $ 1,900,000 | ||||||||||
Unrecognized compensation expense expected to be recognized period | 1 year 2 months 26 days | ||||||||||
Restricted Stock Units (RSUs) | Employees | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period | 3 years | ||||||||||
Restricted Stock Units (RSUs) | Non-Employee Directors | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period | 3 years | ||||||||||
Restricted Stock | Non-Employee Directors | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Fee value option to receive in restricted stock (as a percent) | 150.00% | ||||||||||
PSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period | 3 years | ||||||||||
Phantom Shares | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period | 3 years | ||||||||||
Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock repurchased (shares) | 121,960 | 46,393 | 115,618 | ||||||||
Minimum | PSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting amount (as a percent) | 0.00% | ||||||||||
Maximum | PSUs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting amount (as a percent) | 200.00% | ||||||||||
2016 Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum stock options grants (shares) | 11,750,000 | ||||||||||
Vesting period one | Restricted Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting amount (as a percent) | 33.33% | ||||||||||
Vesting period two | Restricted Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting amount (as a percent) | 33.33% | ||||||||||
Vesting period three | Restricted Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting amount (as a percent) | 33.33% |
Common Stock and Share-Based _4
Common Stock and Share-Based Compensation - Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at beginning of period (shares) | 980,970 |
Stock units issued (shares) | 1,932,629 |
Shares issued upon vesting of stock units (shares) | (333,179) |
Stock units canceled or forfeited (shares) | (1,734,882) |
Outstanding at end of period (shares) | 845,538 |
Weighted average grant date fair value (USD per share) | $ / shares | $ 3.71 |
Employees | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at beginning of period (shares) | 840,431 |
Stock units issued (shares) | 1,664,256 |
Shares issued upon vesting of stock units (shares) | (239,509) |
Stock units canceled or forfeited (shares) | (1,717,354) |
Outstanding at end of period (shares) | 547,824 |
Weighted average grant date fair value (USD per share) | $ / shares | $ 3.09 |
Director | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding 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 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 - Stock Units Grants and Stock Units Expense (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total intrinsic value of RSUs vested/distributed during the period | $ 1,565 | $ 2,496 | $ 7,960 |
Weighted-average grant date fair value of RSUs granted (USD per share) | $ 2.82 | $ 8.92 | $ 17.91 |
Tax benefit related to stock option expense | $ 516 | $ 972 | $ 2,071 |
Common Stock and Share-Based _6
Common Stock and Share-Based Compensation - Restricted Stock Activity (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at beginning of period (shares) | shares | 291,773 |
Granted (shares) | shares | 761,335 |
Vested (shares) | shares | (26,734) |
Forfeited (shares) | shares | (472,891) |
Performance adjustment (shares) | shares | (240,761) |
Outstanding at end of period (shares) | shares | 312,722 |
Weighted-Average Grant Date Fair Value | |
Outstanding 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 (USD per share) | $ / shares | 3.37 |
Performance adjustment (USD per share) | $ / shares | 8.92 |
Outstanding at end of period (USD per share) | $ / shares | $ 3.15 |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at beginning of period (shares) | shares | 87,526 |
Granted (shares) | shares | 156,961 |
Vested (shares) | shares | (88,164) |
Outstanding at end of period (shares) | shares | 156,323 |
Weighted-Average Grant Date Fair Value | |
Outstanding at beginning of period (USD per share) | $ / shares | $ 8.44 |
Granted (USD per share) | $ / shares | 1.42 |
Vested (USD per share) | $ / shares | 4.59 |
Outstanding at end of period (USD per share) | $ / shares | $ 3.56 |
Common Stock and Share-Based _7
Common Stock and Share-Based Compensation - Phantom Share Activity (Details) - Phantom Shares | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at beginning of period (shares) | shares | 2,007,427 |
Granted (shares) | shares | 5,102,334 |
Converted/paid (shares) | shares | (864,364) |
Forfeited (shares) | shares | (1,526,346) |
Outstanding at end of period (shares) | shares | 4,719,051 |
Weighted-Average Grant Date Fair Value | |
Outstanding at beginning of period (USD per share) | $ / shares | $ 11.35 |
Granted (USD per share) | $ / shares | 2.84 |
Converted/paid (USD per share) | $ / shares | 12.14 |
Forfeited (USD per share) | $ / shares | 4.72 |
Outstanding at end of period (USD per share) | $ / shares | $ 4.15 |
Common Stock and Share-Based _8
Common Stock and Share-Based Compensation - Stock Option Activity (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding and exercisable at beginning of period (shares) | 385,538 |
Forfeited and canceled (shares) | (244,144) |
Outstanding and exercisable at end of period (shares) | 141,394 |
Weighted Average Exercise Price | |
Options outstanding and exercisable at beginning of period (USD per share) | $ / shares | $ 14.55 |
Forfeited and canceled (USD per share) | $ / shares | 16.36 |
Options outstanding and exercisable at end of period (USD per share) | $ / shares | $ 11.43 |
Weighted Average Contractual Life (Years) | 25 days |
Aggregate Intrinsic Value | $ | $ 0 |
Remaining unvested stock options (shares) | 0 |
Common Stock and Share-Based _9
Common Stock and Share-Based Compensation - Options Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
8.96 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number Outstanding (shares) | shares | 34,706 |
Weighted- Average Remaining Contractual Life (in years) | 1 year 1 month 20 days |
Weighted-Average Exercise Price (USD per share) | $ 8.96 |
Exercise price (USD per share) | $ 8.96 |
10.44 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number Outstanding (shares) | shares | 33,426 |
Weighted- Average Remaining Contractual Life (in years) | 2 years 1 month 17 days |
Weighted-Average Exercise Price (USD per share) | $ 10.44 |
Exercise price (USD per share) | $ 10.44 |
12.60 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number Outstanding (shares) | shares | 61,711 |
Weighted- Average Remaining Contractual Life (in years) | 3 days |
Weighted-Average Exercise Price (USD per share) | $ 12.60 |
Exercise price (USD per share) | $ 12.60 |
15.42 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number Outstanding (shares) | shares | 11,551 |
Weighted- Average Remaining Contractual Life (in years) | 2 days |
Weighted-Average Exercise Price (USD per share) | $ 15.42 |
Exercise price (USD per share) | $ 15.42 |
Common Stock and Share-Based_10
Common Stock and Share-Based Compensation - Additional Information of Stock Option Activity (Details) - Stock Option - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of options exercised | $ 0 | $ 0 | $ 427 |
Fair value of shares vested | 0 | 0 | 0 |
Tax benefit related to stock option expense | $ 0 | $ 0 | $ 0 |
Common Stock and Share-Based_11
Common Stock and Share-Based Compensation - Share-Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 2,383 | $ 7,895 | $ 11,021 |
Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 2,063 | 4,935 | 5,969 |
PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | (287) | (68) | (2,395) |
Phantom Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 607 | $ 3,028 | $ 7,447 |
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 | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basic earnings (loss) per share computation: | |||||||||||
Income (loss) from continuing operations | $ (294,651) | $ (79,393) | $ (64,863) | $ (61,827) | $ (263,301) | $ (26,648) | $ (42,016) | $ (265) | $ (500,734) | $ (332,230) | $ 47,422 |
Net loss attributable to non-controlling interest | 862 | 458 | 0 | ||||||||
Income (loss) from continuing operations attributable to Dean Foods Company | $ (499,872) | $ (331,772) | $ 47,422 | ||||||||
Average common shares - basic (shares) | 91,777,119 | 91,327,846 | 90,899,284 | ||||||||
Basic earnings (loss) per share from continuing operations (USD per share) | $ (5.45) | $ (3.63) | $ 0.52 | ||||||||
Diluted earnings (loss) per share computation: | |||||||||||
Income (loss) from continuing operations | $ (294,651) | $ (79,393) | $ (64,863) | $ (61,827) | $ (263,301) | $ (26,648) | $ (42,016) | $ (265) | $ (500,734) | $ (332,230) | $ 47,422 |
Net loss attributable to non-controlling interest | 862 | 458 | 0 | ||||||||
Income (loss) from continuing operations attributable to Dean Foods Company | $ (499,872) | $ (331,772) | $ 47,422 | ||||||||
Stock option conversion (shares) | 0 | 0 | 119,284 | ||||||||
RSUs and PSUs (shares) | 0 | 0 | 255,426 | ||||||||
Average common shares - diluted (shares) | 91,777,119 | 91,327,846 | 91,273,994 | ||||||||
Diluted earnings (loss) per share from continuing operations attributable to Dean Foods Company (USD per share) | $ (5.45) | $ (3.63) | $ 0.52 | ||||||||
Common Stock | |||||||||||
Diluted earnings (loss) per share computation: | |||||||||||
Anti-dilutive options excluded (shares) | 183,685 | 436,473 | 880,541 | ||||||||
Stock Units | |||||||||||
Diluted earnings (loss) per share computation: | |||||||||||
Anti-dilutive options excluded (shares) | 1,541,276 | 1,086,206 | 442,047 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Income (Loss) by Component, Net of Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Increase (Decrease) In Accumulated Other Comprehensive Income [Roll Forward] | ||
Stockholders' equity attributable to parent at beginning of period | $ 302,960 | |
Other comprehensive loss before reclassifications | 4,144 | $ (9,971) |
Amounts reclassified from accumulated other comprehensive loss | 9,300 | 6,621 |
Net current-period other comprehensive income (loss) | 13,444 | (3,350) |
Reclassification of stranded tax effects related to the Tax Act | (16,847) | |
Stockholders' equity attributable to parent at end of period | (181,122) | 302,960 |
AOCI Attributable to Parent | ||
Increase (Decrease) In Accumulated Other Comprehensive Income [Roll Forward] | ||
Stockholders' equity attributable to parent at beginning of period | (98,607) | (78,410) |
Stockholders' equity attributable to parent at end of period | (85,163) | (98,607) |
Pension and Other Postretirement Benefits Items | ||
Increase (Decrease) In Accumulated Other Comprehensive Income [Roll Forward] | ||
Stockholders' equity attributable to parent at beginning of period | (93,826) | (73,629) |
Other comprehensive loss before reclassifications | 4,144 | (9,971) |
Amounts reclassified from accumulated other comprehensive loss | 9,300 | 6,621 |
Net current-period other comprehensive income (loss) | 13,444 | (3,350) |
Reclassification of stranded tax effects related to the Tax Act | (16,847) | |
Stockholders' equity attributable to parent at end of period | (80,382) | (93,826) |
Foreign Currency Items | ||
Increase (Decrease) In Accumulated Other Comprehensive Income [Roll Forward] | ||
Stockholders' equity attributable to parent at beginning of period | (4,781) | (4,781) |
Other comprehensive loss before reclassifications | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 |
Net current-period other comprehensive income (loss) | 0 | 0 |
Reclassification of stranded tax effects related to the Tax Act | 0 | |
Stockholders' equity attributable to parent at end of period | $ (4,781) | $ (4,781) |
Employee Retirement and Profi_3
Employee Retirement and Profit Sharing Plans - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized prior service costs, before tax | $ 1,800 | $ 2,200 |
Unrecognized prior service costs, net of tax | 1,300 | 1,700 |
Unrecognized actuarial losses, before tax | 112,300 | 128,200 |
Unrecognized actuarial losses, net of tax | 79,800 | 96,300 |
Prior service costs expected to be recognized next fiscal year | 400 | |
Prior service costs expected to be recognized next fiscal year, net of tax | 300 | |
Actuarial losses expected to be recognized next fiscal year | 8,100 | |
Actuarial losses expected to be recognized next fiscal year, net of tax | 6,000 | |
Noncurrent defined benefit pension plan liability | 8,100 | |
Current accrued pension liability | 900 | |
Accumulated benefit obligation for all defined benefit plans | $ 345,900 | 311,700 |
Frozen defined benefit plan obligations (as a percent) | 90.00% | |
Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan participants' contributions allowed (as a percent) | 1.00% | |
Plans in green zone (more than) (as a percent) | 80.00% | |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Plan participants' contributions allowed (as a percent) | 50.00% | |
Plans in red zone (less than) (as a percent) | 65.00% | |
Plans in yellow zone (less than) (as a percent) | 80.00% | |
De-risking strategy in 2014 | Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Targets investment in equity securities, fixed income, cash equivalents and other investments (as a percent) | 31.00% | |
De-risking strategy in 2014 | Fixed Income Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Targets investment in equity securities, fixed income, cash equivalents and other investments (as a percent) | 69.00% | |
De-risking strategy in 2014 | Other Investments | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Targets investment in equity securities, fixed income, cash equivalents and other investments (as a percent) | 1.00% | |
Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Funded status at end of year | $ (7,241) | $ (14,890) |
Employee Retirement and Profi_4
Employee Retirement and Profit Sharing Plans - Retirement and Profit Sharing Plan Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |||
Defined benefit plans | $ 9,232 | $ 5,547 | $ 6,717 |
Defined contribution plans | 18,239 | 18,968 | 19,562 |
Multiemployer pension and certain union plans | 29,045 | 27,181 | 29,231 |
Total | $ 56,516 | $ 51,696 | $ 55,510 |
Employee Retirement and Profi_5
Employee Retirement and Profit Sharing Plans - Reconciliation of Projected Benefit Obligation and Fair Value of Plans Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | $ 299,208 | ||
Fair value of plan assets at end of year | 341,084 | $ 299,208 | |
Pension Plan | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of year | 314,098 | 349,784 | |
Service cost | 2,688 | 2,928 | $ 3,007 |
Interest cost | 12,335 | 11,311 | |
Plan amendments | 0 | 0 | |
Actuarial (gain) loss | 43,455 | (26,820) | |
Benefits paid | (24,251) | (23,105) | |
Benefit obligation at end of year | 348,325 | 314,098 | 349,784 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 299,208 | 344,760 | |
Actual return (loss) on plan assets | 65,423 | (23,276) | |
Employer contributions | 704 | 829 | |
Benefits paid | (24,251) | (23,105) | |
Fair value of plan assets at end of year | 341,084 | 299,208 | $ 344,760 |
Funded status at end of year | $ (7,241) | $ (14,890) |
Employee Retirement and Profi_6
Employee Retirement and Profit Sharing Plans - Assumptions used to Determine Benefit Obligations (Details) - Pension Plan | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted average discount rate (as a percent) | 3.35% | 4.38% |
Rate of compensation increase (as a percent) | 3.70% | 3.70% |
Employee Retirement and Profi_7
Employee Retirement and Profit Sharing Plans - Assumptions used to Determine Net Periodic Benefit Cost (Details) - Pension Plan | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Effective discount rate for benefit obligations (as a percent) | 4.38% | 3.69% | 4.29% |
Effective rate for interest on benefit obligations (as a percent) | 4.04% | 3.32% | 3.56% |
Effective discount rate for service cost (as a percent) | 4.46% | 3.79% | 4.51% |
Effective rate for interest on service cost (as a percent) | 4.18% | 3.51% | 3.91% |
Expected return on assets (as a percent) | 5.50% | 5.25% | 6.25% |
Rate of compensation increase (as a percent) | 3.70% | 3.70% | 3.70% |
Employee Retirement and Profi_8
Employee Retirement and Profit Sharing Plans - Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Amortizations: | |||
Net periodic benefit cost | $ 9,232 | $ 5,547 | $ 6,717 |
Pension Plan | |||
Components of net periodic benefit cost: | |||
Service cost | 2,688 | 2,928 | 3,007 |
Interest cost | 12,335 | 11,311 | 11,709 |
Expected return on plan assets | (15,984) | (17,644) | (19,030) |
Amortizations: | |||
Prior service cost | 431 | 431 | 706 |
Unrecognized net (gain) loss | 9,762 | 8,521 | 10,325 |
Effect of settlement | 0 | 0 | 0 |
Net periodic benefit cost | $ 9,232 | $ 5,547 | $ 6,717 |
Employee Retirement and Profi_9
Employee Retirement and Profit Sharing Plans - Pension Plans with Accumulated Benefit Obligation in Excess of Plan Assets (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Retirement Benefits [Abstract] | ||
Projected benefit obligation | $ 348.3 | $ 314.1 |
Accumulated benefit obligation | 345.9 | 311.7 |
Fair value of plan assets | $ 341.1 | $ 299.2 |
Employee Retirement and Prof_10
Employee Retirement and Profit Sharing Plans - Estimated Pension Plan (Details) - Pension Plan $ in Millions | Dec. 31, 2019USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2020 | $ 18.7 |
2021 | 19.2 |
2022 | 19.8 |
2023 | 19.9 |
2024 | 20.3 |
Next five years | $ 102.7 |
Employee Retirement and Prof_11
Employee Retirement and Profit Sharing Plans - Fair Values by Category of Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | $ 341,084 | $ 299,208 | |
U.S. large-cap stocks (as a percent) | 90.00% | ||
International stocks (as a percent) | 10.00% | ||
Equity Securities, Common Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | $ 426 | 299 | |
Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 107,889 | 90,916 | |
Equity Securities Index Funds U S Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 100,762 | 84,693 | |
Equity Securities Index Funds Equity Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 6,701 | 5,924 | |
Fixed Income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 231,272 | 206,352 | |
Fixed Income, Bond Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 228,652 | 203,640 | |
Fixed Income Diversified Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 2,620 | 2,712 | |
Short-term Investment Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 1,923 | 1,940 | |
Cash Equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 1,923 | 1,940 | |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 426 | 299 | |
Level 1 | Equity Securities, Common Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 426 | 299 | |
Level 1 | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 426 | 299 | |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 338,038 | 296,197 | |
Level 2 | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 107,463 | 90,617 | |
Level 2 | Equity Securities Index Funds U S Equities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 100,762 | 84,693 | |
Level 2 | Equity Securities Index Funds Equity Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 6,701 | 5,924 | |
Level 2 | Fixed Income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 228,652 | 203,640 | |
Level 2 | Fixed Income, Bond Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 228,652 | 203,640 | |
Level 2 | Fixed Income Diversified Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 0 | ||
Level 2 | Short-term Investment Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 1,923 | 1,940 | |
Level 2 | Cash Equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 1,923 | 1,940 | |
Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 2,620 | 2,712 | $ 2,700 |
Level 3 | Fixed Income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | 2,620 | 2,712 | |
Level 3 | Fixed Income Diversified Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets at end of year | $ 2,620 | $ 2,712 | $ 2,700 |
Employee Retirement and Prof_12
Employee Retirement and Profit Sharing Plans - Reconciliation of Change in Fair Value Measurement of Defined Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Change in plan assets: | ||
Fair value of plan assets at beginning of year | $ 299,208 | |
Fair value of plan assets at end of year | 341,084 | $ 299,208 |
Diversified Funds | ||
Change in plan assets: | ||
Fair value of plan assets at beginning of year | 2,712 | |
Fair value of plan assets at end of year | 2,620 | 2,712 |
Level 3 | ||
Change in plan assets: | ||
Fair value of plan assets at beginning of year | 2,712 | 2,700 |
Relating to instruments still held at reporting date | 78 | 76 |
Relating to instruments sold during the period | 0 | |
Purchases, sales and settlements (net) | (787) | (1,360) |
Transfers in and/or out of Level 3 | 617 | 1,296 |
Fair value of plan assets at end of year | 2,620 | 2,712 |
Level 3 | Diversified Funds | ||
Change in plan assets: | ||
Fair value of plan assets at beginning of year | 2,712 | 2,700 |
Relating to instruments still held at reporting date | 78 | 76 |
Relating to instruments sold during the period | 0 | |
Purchases, sales and settlements (net) | (787) | (1,360) |
Transfers in and/or out of Level 3 | 617 | 1,296 |
Fair value of plan assets at end of year | 2,620 | 2,712 |
Level 3 | Partnerships/ Joint Ventures | ||
Change in plan assets: | ||
Fair value of plan assets at beginning of year | 0 | 0 |
Relating to instruments still held at reporting date | 0 | 0 |
Relating to instruments sold during the period | 0 | |
Purchases, sales and settlements (net) | 0 | 0 |
Transfers in and/or out of Level 3 | 0 | 0 |
Fair value of plan assets at end of year | $ 0 | $ 0 |
Employee Retirement and Prof_13
Employee Retirement and Profit Sharing Plans - Information Regarding Participation in Multiemployer Pension Plans (Details) - Agreement | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Western Conference of Teamsters Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
PPA Zone Status | Green | Green |
Extended Amortization Provisions | No | |
Collective bargaining agreements | 12 | |
Percentage of agreements representing total employee participants (as a percent) | 40.00% | |
Central States Southeast And Southwest Areas Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
PPA Zone Status | Red | Red |
FIP / RP Status Pending/ Implemented | Implemented | |
Extended Amortization Provisions | No | |
Collective bargaining agreements | 16 | |
Retail Wholesale Department Store International Union And Industry Pension Fund | ||
Defined Benefit Plan Disclosure [Line Items] | ||
PPA Zone Status | Red | Red |
FIP / RP Status Pending/ Implemented | Implemented | |
Extended Amortization Provisions | Yes | |
Collective bargaining agreements | 8 | |
Dairy Industry Union Pension Plan For Philadelphia Vicinity | ||
Defined Benefit Plan Disclosure [Line Items] | ||
PPA Zone Status | Red | Red |
FIP / RP Status Pending/ Implemented | Implemented | |
Extended Amortization Provisions | Yes | |
Collective bargaining agreements | 6 | |
Agreements Expiring in 2018 | Central States Southeast And Southwest Areas Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of agreements representing total employee participants (as a percent) | 43.00% | |
Agreements Expiring in 2018 | Retail Wholesale Department Store International Union And Industry Pension Fund | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of agreements representing total employee participants (as a percent) | 45.00% | |
Agreements Expiring in 2019 | Central States Southeast And Southwest Areas Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of agreements representing total employee participants (as a percent) | 32.00% | |
Agreements Expiring in 2019 | Retail Wholesale Department Store International Union And Industry Pension Fund | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of agreements representing total employee participants (as a percent) | 54.00% | |
Agreements Expiring in 2020 | Central States Southeast And Southwest Areas Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of agreements representing total employee participants (as a percent) | 25.00% | |
Agreements Expiring in 2020 | Retail Wholesale Department Store International Union And Industry Pension Fund | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of agreements representing total employee participants (as a percent) | 1.00% | |
Maximum | Dairy Industry Union Pension Plan For Philadelphia Vicinity | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of agreements representing total employee participants (as a percent) | 59.00% |
Employee Retirement and Prof_14
Employee Retirement and Profit Sharing Plans - Information Regarding Contribution in Multiemployer Pension Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Total contribution | $ 29,045 | $ 27,181 | $ 29,231 |
Dean Foods Company | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total contribution | 29,000 | 27,200 | 29,200 |
Dean Foods Company | Western Conference of Teamsters Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total contribution | 14,100 | 14,000 | 13,200 |
Dean Foods Company | Central States Southeast And Southwest Areas Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total contribution | 9,200 | 9,500 | 9,500 |
Dean Foods Company | Retail Wholesale Department Store International Union And Industry Pension Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total contribution | 1,500 | 1,300 | 1,300 |
Dean Foods Company | Dairy Industry Union Pension Plan For Philadelphia Vicinity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total contribution | 2,200 | 2,100 | 2,100 |
Dean Foods Company | All Other Multiemployer Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total contribution | $ 2,000 | $ 300 | $ 3,100 |
Postretirement Benefits Other_3
Postretirement Benefits Other Than Pensions - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized prior service costs, before tax | $ 1,800 | $ 2,200 |
Unrecognized prior service costs, net of tax | 1,300 | 1,700 |
Unrecognized actuarial gains (losses), before tax | (112,300) | (128,200) |
Unrecognized actuarial gains (losses), net of tax | (79,800) | (96,300) |
Prior service costs expected to be recognized next fiscal year | 400 | |
Prior service costs expected to be recognized next fiscal year, net of tax | 300 | |
Actuarial losses expected to be recognized next fiscal year | (8,100) | |
Actuarial losses expected to be recognized next fiscal year, net of tax | (6,000) | |
Employer expected contribution | 2,500 | |
Postretirement Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized prior service costs, before tax | 200 | 300 |
Unrecognized prior service costs, net of tax | 200 | 200 |
Unrecognized actuarial gains (losses), before tax | 3,100 | 6,100 |
Unrecognized actuarial gains (losses), net of tax | 2,300 | 4,600 |
Prior service costs expected to be recognized next fiscal year | 100 | |
Prior service costs expected to be recognized next fiscal year, net of tax | 100 | |
Actuarial losses expected to be recognized next fiscal year | 600 | |
Actuarial losses expected to be recognized next fiscal year, net of tax | 500 | |
Unfunded portion of the liability | $ 31,791 | $ 29,914 |
Postretirement Benefits Other_4
Postretirement Benefits Other Than Pensions - Funded Status of Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Change in benefit obligation: | ||
Fair value of plan assets at end of year | $ 341,084 | $ 299,208 |
Postretirement Benefits | ||
Change in benefit obligation: | ||
Benefit obligation at beginning of year | 29,914 | 31,866 |
Service cost | 616 | 679 |
Interest cost | 1,124 | 941 |
Employee contributions | 257 | 316 |
Actuarial (gain) loss | 1,840 | (1,959) |
Benefits paid | (1,960) | (1,929) |
Benefit obligation at end of year | 31,791 | 29,914 |
Fair value of plan assets at end of year | 0 | 0 |
Funded status | $ (31,791) | $ (29,914) |
Postretirement Benefits Other_5
Postretirement Benefits Other Than Pensions - Assumptions used to Determine Benefit Obligations (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Benefit Obligation | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Healthcare cost trend rate assumed for next year (as a percent) | 6.52% | 6.43% | |
Assumed decline in cost trend rate (as a percent) | 4.50% | 4.50% | |
Weighted average discount rate (as a percent) | 3.20% | 4.26% | |
Net Periodic Benefit Cost | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Healthcare cost trend rate assumed for next year (as a percent) | 6.43% | 6.72% | 7.00% |
Assumed decline in cost trend rate (as a percent) | 4.50% | 4.50% | 4.50% |
Weighted average discount rate (as a percent) | 4.26% | 3.53% | 3.97% |
Effective rate for interest on benefit obligations (as a percent) | 3.93% | 3.16% | 3.32% |
Effective discount rate for service cost (as a percent) | 4.46% | 3.77% | 4.44% |
Effective rate for interest on service cost (as a percent) | 4.29% | 3.59% | 4.08% |
Postretirement Benefits Other_6
Postretirement Benefits Other Than Pensions - Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic benefit cost | $ 9,232 | $ 5,547 | $ 6,717 |
Postretirement Benefits | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service and interest cost | 1,740 | 1,620 | 1,545 |
Prior service cost | 92 | 92 | 92 |
Unrecognized net (gain) loss | (605) | (472) | (457) |
Net periodic benefit cost | $ 1,227 | $ 1,240 | $ 1,180 |
Postretirement Benefits Other_7
Postretirement Benefits Other Than Pensions - Effects of One Percent Change in Assumed Health Care Cost Trend Rates (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Retirement Benefits [Abstract] | |
Effect on total of service and interest cost components, 1-Percentage-Point Increase | $ 231 |
Effect on total of service and interest cost components, 1-Percentage-Point Decrease | (191) |
Effect on postretirement obligation, 1-Percentage-Point Increase | 3,333 |
Effect on postretirement obligation, 1-Percentage-Point Decrease | $ (2,568) |
Postretirement Benefits Other_8
Postretirement Benefits Other Than Pensions - Estimated Post retirement Health Care Plan Benefit Payments (Details) - Postretirement Benefits $ in Millions | Dec. 31, 2019USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2020 | $ 2.5 |
2021 | 2.3 |
2022 | 2.2 |
2023 | 2.2 |
2024 | 2.2 |
Next five years | $ 10.9 |
Asset Impairment Charges and _3
Asset Impairment Charges and Prepetition Facility Closing and Restructuring Costs - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)Facility | Dec. 31, 2018USD ($)Facility | Dec. 31, 2017USD ($)Facility | |
Restructuring Cost and Reserve [Line Items] | |||
Number of production facilities impaired | Facility | 13 | 5 | 3 |
Closure of facilities | |||
Restructuring Cost and Reserve [Line Items] | |||
Impairments of plant, property and equipment | $ 155.9 | $ 13.7 | $ 27.8 |
Enterprise-wide cost productivity plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Impairments of plant, property and equipment | $ 2.9 |
Asset Impairment Charges and _4
Asset Impairment Charges and Prepetition Facility Closing and Restructuring Costs - Approved Plans and Related Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Prepetition facility closing and restructuring costs, net | $ 17,017 | $ 74,992 | $ 24,913 |
Closure of facilities | |||
Restructuring Cost and Reserve [Line Items] | |||
Closure of facilities | 11,608 | 60,460 | 12,703 |
Charges incurred to date | 123,100 | ||
Expected costs | 4,100 | ||
Organization effectiveness | |||
Restructuring Cost and Reserve [Line Items] | |||
Other restructuring costs | 0 | (331) | 12,210 |
Enterprise-wide cost productivity plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Other restructuring costs | $ 5,409 | $ 14,863 | $ 0 |
Asset Impairment Charges and _5
Asset Impairment Charges and Prepetition Facility Closing and Restructuring Costs - Facility Closing and Restructuring Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Reserve [Roll Forward] | |||
Charges and Adjustments | $ (17,017) | $ (74,992) | $ (24,913) |
Cash charges | |||
Restructuring Reserve [Roll Forward] | |||
Accrued charges at beginning of period | 14,581 | 8,469 | |
Charges and Adjustments | (14,764) | (35,417) | |
Payments | (22,268) | (29,305) | |
Accrued charges at end of period | 7,077 | 14,581 | 8,469 |
Cash charges | Workforce reduction costs | |||
Restructuring Reserve [Roll Forward] | |||
Accrued charges at beginning of period | 13,213 | 5,863 | |
Charges and Adjustments | (4,920) | (27,460) | |
Payments | (11,603) | (20,110) | |
Accrued charges at end of period | 6,530 | 13,213 | 5,863 |
Cash charges | Shutdown costs | |||
Restructuring Reserve [Roll Forward] | |||
Accrued charges at beginning of period | 0 | 0 | |
Charges and Adjustments | (6,859) | (7,349) | |
Payments | (6,859) | (7,349) | |
Accrued charges at end of period | 0 | 0 | 0 |
Cash charges | Lease obligations after shutdown | |||
Restructuring Reserve [Roll Forward] | |||
Accrued charges at beginning of period | 1,368 | 2,606 | |
Charges and Adjustments | (320) | (143) | |
Payments | (1,141) | (1,381) | |
Accrued charges at end of period | 547 | 1,368 | 2,606 |
Cash charges | Other | |||
Restructuring Reserve [Roll Forward] | |||
Accrued charges at beginning of period | 0 | 0 | |
Charges and Adjustments | (2,665) | (465) | |
Payments | (2,665) | (465) | |
Accrued charges at end of period | 0 | 0 | $ 0 |
Other charges (gains) | |||
Restructuring Reserve [Roll Forward] | |||
Charges and Adjustments | (2,253) | (39,575) | |
Other charges (gains) | Write-down of assets | |||
Restructuring Reserve [Roll Forward] | |||
Charges and Adjustments | (5,109) | (45,450) | |
Other charges (gains) | (Gain) loss on sale of related assets | |||
Restructuring Reserve [Roll Forward] | |||
Charges and Adjustments | (2,950) | (6,062) | |
Other charges (gains) | Other | |||
Restructuring Reserve [Roll Forward] | |||
Charges and Adjustments | $ (94) | $ (187) |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Summary (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash paid for interest and financing charges, net of capitalized interest | $ 66,376 | $ 54,178 | $ 60,403 |
Cash paid for bankruptcy-related transactions | 24,900 | 0 | 0 |
Net cash paid (received) for taxes | (2,136) | (335) | (3,063) |
Non-cash additions to property, plant and equipment, including capital leases | $ 23,017 | $ 17,088 | $ 8,879 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 21, 2001 | |
Commitments and Contingencies [Line Items] | |||
Accrued liabilities related to retained risks | $ 93,500,000 | $ 142,000,000 | |
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 | ||
Promissory note term | 20 years | ||
Contingent promissory note, maximum amount including interest | $ 96,000,000 | ||
DFA | |||
Commitments and Contingencies [Line Items] | |||
Acquired interest (as a percent) | 33.80% |
Segment, Geographic and Custo_2
Segment, Geographic and Customer Information - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2019SegmentFacility | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Segment | 1 | ||
Number of manufacturing facilities | Facility | 56 | ||
Sales | Largest Customer | |||
Segment Reporting Information [Line Items] | |||
Consolidated net sales (as a percent) | 15.30% | 15.30% | 17.50% |
Sales | Foreign Operations | |||
Segment Reporting Information [Line Items] | |||
Consolidated net sales (as a percent) | 1.00% | 1.00% | 1.00% |
Quarterly Results of Operatio_3
Quarterly Results of Operations (unaudited) - Summary (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2011 | |
Income Statement [Abstract] | ||||||||||||
Net sales | $ 1,840,021 | $ 1,849,710 | $ 1,843,498 | $ 1,795,434 | $ 1,929,480 | $ 1,894,066 | $ 1,951,230 | $ 1,980,507 | $ 7,328,663 | $ 7,755,283 | $ 7,795,025 | |
Gross profit | 336,158 | 350,341 | 379,480 | 373,753 | 383,394 | 390,597 | 432,784 | 448,503 | 1,439,732 | 1,655,278 | 1,818,067 | |
Income (loss) from continuing operations | (294,651) | (79,393) | (64,863) | (61,827) | (263,301) | (26,648) | (42,016) | (265) | (500,734) | (332,230) | 47,422 | |
Net income (loss) | (294,721) | (79,393) | (64,863) | (61,827) | (260,351) | (26,648) | (40,094) | (265) | (500,804) | (327,358) | 61,588 | |
Net loss attributable to Dean Foods Company | $ (294,643) | $ (79,254) | $ (64,471) | $ (61,574) | $ (260,117) | $ (26,424) | $ (40,094) | $ (265) | $ (499,942) | $ (326,900) | $ 61,588 | |
Earnings (loss) per common share from continuing operations: | ||||||||||||
Basic (USD per share) | $ (3.22) | $ (0.86) | $ (0.70) | $ (0.67) | $ (2.88) | $ (0.29) | $ (0.46) | $ 0 | $ (5.45) | $ (3.58) | $ 0.68 | |
Diluted (USD per share) | $ (3.22) | $ (0.86) | $ (0.70) | $ (0.67) | $ (2.88) | $ (0.29) | $ (0.46) | $ 0 | $ (5.45) | $ (3.58) | $ 0.67 | |
Facility closing and reorganization costs, net of tax | $ 1,100 | $ 2,800 | $ 5,500 | $ 3,200 | $ 1,200 | $ (2,000) | $ 51,200 | $ 6,400 | ||||
Goodwill impairment loss | 21,500 | 190,700 | $ 190,000 | $ 2,080,000 | ||||||||
Reorganization items | 44,500 | $ 44,527 | $ 0 | $ 0 | ||||||||
WhiteWave Foods | ||||||||||||
Earnings (loss) per common share from continuing operations: | ||||||||||||
Impairments of plant, property and equipment | $ 144,000 | $ 11,900 | $ 11,500 | $ 2,200 |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 5,994 | $ 5,583 | $ 5,118 |
Charged to (Reduction in) Costs and Expenses | 1,936 | 1,518 | 3,610 |
Other | 551 | 290 | 1,099 |
Deductions | (1,805) | (1,397) | (4,244) |
Balance at End of Period | 6,676 | 5,994 | 5,583 |
Deferred tax asset valuation allowances | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 40,966 | 21,755 | 12,048 |
Charged to (Reduction in) Costs and Expenses | 118,125 | 17,419 | 9,707 |
Other | (3,250) | 1,792 | 0 |
Deductions | 0 | 0 | 0 |
Balance at End of Period | $ 155,841 | $ 40,966 | $ 21,755 |