Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 25, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'DEAN FOODS CO | ' |
Trading Symbol | 'DF | ' |
Entity Central Index Key | '0000931336 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 93,473,435 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $57,751 | $16,762 |
Receivables, net allowances of $12,890 and $12,083 | 775,268 | 752,234 |
Income tax receivable | 38,237 | 15,915 |
Inventories | 286,091 | 262,858 |
Deferred income taxes | 50,231 | 60,143 |
Prepaid expenses and other current assets | 35,127 | 42,786 |
Total current assets | 1,242,705 | 1,150,698 |
Property, plant and equipment, net | 1,202,754 | 1,216,047 |
Goodwill | 86,841 | 86,841 |
Identifiable intangible and other assets, net | 302,789 | 312,836 |
Deferred income taxes | 28,353 | 35,623 |
Total | 2,863,442 | 2,802,045 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 802,391 | 761,288 |
Current portion of debt | 698 | 698 |
Current portion of litigation settlements | 18,605 | 19,101 |
Total current liabilities | 821,694 | 781,087 |
Long-term debt | 962,657 | 896,564 |
Deferred income taxes | 103,551 | 100,691 |
Other long-term liabilities | 264,728 | 273,314 |
Long-term litigation settlements | 34,494 | 36,074 |
Commitments and contingencies (Note 12) | ' | ' |
Dean Foods Company stockholders' equity: | ' | ' |
Preferred stock, none issued | 0 | 0 |
Common stock, 93,471,774 and 94,831,377 shares issued and outstanding, with a par value of $0.01 per share | 935 | 948 |
Additional paid-in capital | 761,224 | 791,276 |
Accumulated deficit | -29,675 | -20,719 |
Accumulated other comprehensive loss | -56,166 | -57,190 |
Total stockholders’ equity | 676,318 | 714,315 |
Total | $2,863,442 | $2,802,045 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $12,890 | $12,083 |
Preferred stock, issued | 0 | 0 |
Common stock, shares issued | 93,471,774 | 94,831,377 |
Common stock, shares outstanding | 93,471,774 | 94,831,377 |
Common stock, par value | $0.01 | $0.01 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Net sales | $2,341,040 | $2,292,430 | ||
Cost of sales | 1,924,865 | 1,797,198 | ||
Gross profit | 416,175 | 495,232 | ||
Operating costs and expenses: | ' | ' | ||
Selling and distribution | 339,379 | 339,997 | ||
General and administrative | 72,299 | 84,964 | ||
Amortization of intangibles | 744 | 950 | ||
Facility closing and reorganization costs | 977 | 5,610 | ||
Litigation settlements | -2,521 | 0 | ||
Impairment of long-lived assets | 0 | 33,915 | ||
Total operating costs and expenses | 410,878 | 465,436 | ||
Operating income | 5,297 | 29,796 | ||
Other (income) expense: | ' | ' | ||
Interest expense | 15,023 | 59,649 | ||
Other (income) expense, net | -321 | 165 | ||
Total other expense | 14,702 | 59,814 | ||
Loss from continuing operations before income taxes | -9,405 | -30,018 | ||
Income tax expense (benefit) | 387 | -9,278 | ||
Loss from continuing operations | -9,792 | [1] | -20,740 | [1] |
Income from discontinued operations, net of tax | 0 | 24,652 | ||
Gain on sale of discontinued operations, net of tax | 836 | 491,885 | ||
Net income (loss) | -8,956 | 495,797 | ||
Net income attributable to non-controlling interest in discontinued operations | 0 | -3,192 | ||
Net income (loss) attributable to Dean Foods Company | ($8,956) | $492,605 | ||
Average common shares: | ' | ' | ||
Basic (in shares) | 94,398,665 | [1],[2] | 93,010,596 | [1],[2] |
Diluted (in shares) | 94,398,665 | [2] | 93,010,596 | [2] |
Basic earnings (loss) per common share: | ' | ' | ||
Income (loss) from continuing operations (in dollars per share) | ($0.10) | [2] | ($0.22) | [2] |
Income from discontinued operations attributable to Dean Foods Company (in dollars per share) | $0.01 | [2] | $5.52 | [2] |
Net income attributable to Dean Foods Company (in dollars per share) | ($0.09) | [2] | $5.30 | [2] |
Diluted earnings (loss) per common share: | ' | ' | ||
Income (loss) from continuing operations (in dollars per share) | ($0.10) | [2] | ($0.22) | [2] |
Income from discontinued operations attributable to Dean Foods Company (in dollars per share) | $0.01 | [2] | $5.52 | [2] |
Net income attributable to Dean Foods Company (in dollars per share) | ($0.09) | [2] | $5.30 | [2] |
[1] | All applicable share data and per share amounts have been adjusted retroactively for the 1-for-2 reverse stock split effected on August 26, 2013. | |||
[2] | For the period ended March 31, 2013, basic and diluted earnings (loss) per common share and average basic and diluted shares outstanding have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected August 26, 2013. |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Net income (loss) | ($8,956) | $495,797 |
Other comprehensive income (loss): | ' | ' |
Cumulative translation adjustments | 555 | -15,050 |
Net change in fair value of derivative instruments, net of tax | -16 | 20,460 |
Net pension and other postretirement liability adjustment, net of tax | 705 | 2,851 |
Reclassification to income statement related to de-designation of cash flow hedges | -220 | 0 |
Other comprehensive income | 1,024 | 8,261 |
Comprehensive income (loss) | -7,932 | 504,058 |
Comprehensive income attributable to non-controlling interest | 0 | 1,146 |
Comprehensive income (loss) attributable to Dean Foods Company | ($7,932) | $502,912 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings(Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at Dec. 31, 2012 | $459,628 | $928 | $1,376,740 | ($833,897) | ($186,584) | $102,441 |
Balance, Shares at Dec. 31, 2012 | ' | 92,781,767 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Issuance of common stock, net of tax impact of share-based compensation | -1,416 | 5 | -1,421 | ' | ' | ' |
Issuance of common stock, net of tax impact of share-based compensation (in shares) | ' | 476,351 | ' | ' | ' | ' |
Share-based compensation expense | 1,300 | ' | 1,300 | ' | ' | ' |
Repurchase of common stock (in shares) | ' | 0 | ' | ' | ' | ' |
Share-based compensation expense for subsidiary shares | 6,266 | ' | ' | ' | ' | 6,266 |
Net income attributable to non-controlling interest | 3,192 | ' | ' | ' | ' | 3,192 |
Net income (loss) | 492,605 | ' | ' | 492,605 | ' | ' |
Other comprehensive income (loss): | ' | ' | ' | ' | ' | ' |
Change in fair value of derivative instruments, net of tax benefit | 983 | ' | ' | ' | 972 | 11 |
Amounts reclassified to income statement related to hedging activities, net of tax | -19,477 | ' | ' | ' | -19,477 | ' |
Cumulative translation adjustment | -15,050 | ' | ' | ' | -12,986 | -2,064 |
Pension and other postretirement benefit liability adjustment, net of tax | 2,851 | ' | ' | ' | -2,844 | 7 |
Other activity with non-controlling interest | 0 | ' | -7,589 | ' | ' | 7,589 |
Balance at Mar. 31, 2013 | 969,836 | 933 | 1,369,030 | -341,292 | -176,277 | 117,442 |
Balance, Shares at Mar. 31, 2013 | ' | 93,258,118 | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | 714,315 | 948 | 791,276 | -20,719 | -57,190 | ' |
Balance, Shares at Dec. 31, 2013 | 94,831,377 | 94,831,377 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Issuance of common stock, net of tax impact of share-based compensation | 528 | 4 | 524 | ' | ' | ' |
Issuance of common stock, net of tax impact of share-based compensation (in shares) | ' | 367,672 | ' | ' | ' | ' |
Share-based compensation expense | 950 | ' | 950 | ' | ' | ' |
Repurchase of common stock | -25,000 | -17 | -24,983 | ' | ' | ' |
Repurchase of common stock (in shares) | ' | -1,727,275 | ' | ' | ' | ' |
Cash dividends paid | -6,543 | ' | -6,543 | ' | ' | ' |
Net income attributable to non-controlling interest | 0 | ' | ' | ' | ' | ' |
Net income (loss) | -8,956 | ' | ' | -8,956 | ' | ' |
Other comprehensive income (loss): | ' | ' | ' | ' | ' | ' |
Change in fair value of derivative instruments, net of tax benefit | -16 | ' | ' | ' | -16 | ' |
Amounts reclassified to income statement related to hedging activities, net of tax | -220 | ' | ' | ' | -220 | ' |
Cumulative translation adjustment | 555 | ' | ' | ' | 555 | ' |
Pension and other postretirement benefit liability adjustment, net of tax | 705 | ' | ' | ' | 705 | ' |
Balance at Mar. 31, 2014 | $676,318 | $935 | $761,224 | ($29,675) | ($56,166) | ' |
Balance, Shares at Mar. 31, 2014 | 93,471,774 | 93,471,774 | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Change in fair value of derivative instruments, tax benefit | $11 | $693 |
Amounts reclassified to statement of operations related to hedging activities, tax | 139 | 12,175 |
Pension and other postretirement benefit liability adjustment, tax | $803 | $1,555 |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($8,956) | $495,797 |
Income from discontinued operations, net of tax | 0 | -24,652 |
Gain on sale of discontinued operations, net of tax | -836 | -491,885 |
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ' | ' |
Depreciation and amortization | 40,246 | 45,304 |
Share-based compensation expense | 1,695 | 3,311 |
(Gain) loss on divestitures and other, net | -1,224 | 81 |
Impairment of long-lived assets | 0 | 33,915 |
Write-off of financing costs | 0 | 1,426 |
Deferred income taxes | 18,772 | -8,798 |
Gain (Loss) Related to Litigation Settlement | -2,521 | 0 |
Other, net | 517 | -2,076 |
Changes in operating assets and liabilities: | ' | ' |
Receivables, net | -18,972 | -40,910 |
Inventories | -23,230 | -26,771 |
Prepaid expenses and other assets | 4,846 | -6,197 |
Accounts payable and accrued expenses | 44,950 | -55,742 |
Termination of interest rate swap liability | 0 | -28,147 |
Income tax receivable/payable | -22,488 | 13,885 |
Net cash provided by (used in) operating activities-continuing operations | 32,799 | -91,459 |
Net cash used in operating activities-discontinued operations | 0 | -14,046 |
Net cash provided by (used in) operating activities | 32,799 | -105,505 |
Cash flows from investing activities: | ' | ' |
Payments for property, plant and equipment | -28,035 | -15,801 |
Proceeds from sale of fixed assets | 1,372 | 1,397 |
Net cash used in investing activities-continuing operations | -26,663 | -14,404 |
Net cash provided by investing activities-discontinued operations | 0 | 1,420,843 |
Net cash provided by (used in) investing activities | -26,663 | 1,406,439 |
Cash flows from financing activities: | ' | ' |
Repayments of debt | -164 | -1,027,197 |
Proceeds from senior secured revolver | 701,795 | 154,250 |
Payments for senior secured revolver | -423,105 | -396,350 |
Proceeds from receivables-backed facility | 501,000 | 220,000 |
Payments for receivables-backed facility | -714,000 | -220,000 |
Common stock repurchase | -25,000 | 0 |
Cash dividend paid | -6,543 | 0 |
Payments of financing costs | 0 | -575 |
Issuance of common stock, net of share repurchases for withholding taxes | 869 | -753 |
Tax savings on share-based compensation | 259 | 232 |
Net cash provided by (used in) financing activities-continuing operations | 35,111 | -1,270,393 |
Net cash used in financing activities-discontinued operations | 0 | -36,500 |
Net cash provided by (used in) financing activities | 35,111 | -1,306,893 |
Effect of exchange rate changes on cash and cash equivalents | -258 | 371 |
Change in cash and cash equivalents | 40,989 | -5,588 |
Cash and cash equivalents, beginning of period | 16,762 | 24,657 |
Cash and cash equivalents, end of period | $57,751 | $19,069 |
General
General | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
General | ' |
General | |
Nature of Our Business — We are a leading food and beverage company and the largest processor and direct-to-store distributor of milk and other dairy and dairy case products in the United States. We have aligned our leadership teams, operating strategies and supply chain initiatives under a single operating and reportable segment. We 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 local and regional dairy brands and a wide array of private labels. We also produce and distribute Tru Moo®, which is our nationally branded, reformulated flavored milk, as well as juices, teas, bottled water and other products. | |
Basis of Presentation — The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q have been prepared on the same basis as the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Annual Report on Form 10-K”), which we filed with the Securities and Exchange Commission on February 24, 2014. In our opinion, we have made all necessary adjustments (which include only normal recurring adjustments) to present fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. Our results of operations for the three month period ended March 31, 2014 may not be indicative of our operating results for the full year. The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements contained in our 2013 Annual Report on Form 10-K. | |
In August 2013, we effected a 1-for-2 reverse stock split of our issued common stock. Each stockholder’s percentage ownership and proportional voting power remained unchanged as a result of the reverse stock split. All applicable share data, per share amounts and related information in the unaudited Condensed Consolidated Financial Statements and notes thereto have been adjusted retroactively to give effect to the 1-for-2 reverse stock split. | |
Due to the separation of The WhiteWave Foods Company (“WhiteWave”) in 2013, WhiteWave operating results are presented as discontinued operations and all intersegment sales between WhiteWave and us, previously recorded as intersegment sales and eliminated in consolidation prior to the disposition, are now third-party sales that, along with their related costs, are no longer eliminated in consolidation. Operating results herein for the first quarter ended March 31, 2013 have been recast to present results on a comparable basis. | |
Unless otherwise indicated, references in this report to “we,” “us” or “our” refer to Dean Foods Company and its subsidiaries, taken as a whole. | |
Recently Issued Accounting Pronouncements — On April 10, 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. We are required to adopt the standard prospectively to new disposals and new classifications of disposal groups as held for sale beginning the first quarter of 2015. We do not expect the adoption of this standard to have a material impact on our unaudited Condensed Consolidated Financial Statements. | |
Cashflow Non Cash Item — During the three months ended March 31, 2014, we completed the sale of $4.5 million of assets held for sale related to closed production facilities, however payment was not received until April 1, 2014. This transaction is reflected as a non-cash transaction in the unaudited Condensed Consolidated Statement of Cash Flows as of March 31, 2014. |
Discontinued_Operations
Discontinued Operations | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||
Discontinued Operations | ' | ||||||||||||
Discontinued Operations | |||||||||||||
WhiteWave and Morningstar | |||||||||||||
We separated our WhiteWave business from the Company in a series of three transactions: an initial public offering for 13.3% of the WhiteWave common stock in the fourth quarter of 2012; a tax-free spin-off of 66.8% of the WhiteWave common stock in the second quarter of 2013; and a tax-free debt for equity exchange of 19.9% of the WhiteWave common stock in the third quarter of 2013. Refer to our 2013 Annual Report on Form 10-K for more information about the WhiteWave separation. While we are a party to a separation and distribution agreement and various other agreements relating to the separation, including a transitional services agreement, an amended and restated tax matters agreement, an employee matters agreement and certain other commercial agreements, we have determined that the continuing cash flows generated by these agreements (which are not expected to extend beyond December 2014) did not constitute significant continuing involvement in the operations of WhiteWave. Accordingly, the net assets, operating results and cash flows of WhiteWave, previously reported in the WhiteWave segment, were reclassified to discontinued operations beginning in the second quarter of 2013 and have accordingly been separately reflected as discontinued operations for the three months ended March 31, 2013. WhiteWave is a stand-alone public company which separately reports its financial results. | |||||||||||||
In January 2013, we completed the sale of our Morningstar division to a third party for net proceeds of approximately $1.45 billion. We recorded a gain of $871.3 million ($492.2 million, net of tax) on the sale of Morningstar in the first quarter of 2013. The operating results of our Morningstar division have been included in discontinued operations for the three months ended March 31, 2013. | |||||||||||||
The following is a summary of operating results and certain other directly attributable expenses, including interest expense, which are included in discontinued operations for the three months ended March 31, 2013: | |||||||||||||
WhiteWave | Morningstar | Total | |||||||||||
(In thousands) | |||||||||||||
Operations: | |||||||||||||
Net sales | $ | 586,346 | $ | 5,919 | $ | 592,265 | |||||||
Income before income taxes | 37,150 | 609 | 37,759 | ||||||||||
Income tax | (12,875 | ) | (232 | ) | (13,107 | ) | |||||||
Net income | $ | 24,275 | $ | 377 | $ | 24,652 | |||||||
Transaction expenses directly attributable to discontinued operations were $3.5 million related to WhiteWave and were included in discontinued operations for the three months ended March 31, 2013. There were no transaction expenses directly attributable to discontinued operations during the three months ended March 31, 2014. There were no transaction expenses during the periods presented related to Morningstar. | |||||||||||||
Other | |||||||||||||
During the three months ended March 31, 2014, we recognized a $0.8 million gain, net of tax, from a favorable taxing authority settlement related to prior discontinued operations. |
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
Inventories, net of obsolescence reserves of $0.4 million and $0.8 million at March 31, 2014 and December 31, 2013, respectively, consisted of the following: | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
(In thousands) | ||||||||
Raw materials and supplies | $ | 112,381 | $ | 103,023 | ||||
Finished goods | 173,710 | 159,835 | ||||||
Total | $ | 286,091 | $ | 262,858 | ||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||||||
Goodwill and Intangible Assets | ||||||||||||||||||||||||
Upon completion of the WhiteWave separation, our remaining goodwill of $86.8 million is attributable to our ongoing dairy operations. There were no changes in our goodwill balance during the three months ended March 31, 2014. | ||||||||||||||||||||||||
The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of March 31, 2014 and December 31, 2013 are as follows: | ||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Intangible assets with indefinite lives: | ||||||||||||||||||||||||
Trademarks | $ | 221,681 | $ | — | $ | 221,681 | $ | 221,681 | $ | — | $ | 221,681 | ||||||||||||
Intangible assets with finite lives: | ||||||||||||||||||||||||
Customer-related and other | 49,225 | (29,219 | ) | 20,006 | 49,225 | (28,575 | ) | 20,650 | ||||||||||||||||
Trademarks | 8,096 | (5,097 | ) | 2,999 | 8,096 | (5,002 | ) | 3,094 | ||||||||||||||||
Total | $ | 279,002 | $ | (34,316 | ) | $ | 244,686 | $ | 279,002 | $ | (33,577 | ) | $ | 245,425 | ||||||||||
Amortization expense on intangible assets for the three months ended March 31, 2014 and 2013 was $0.7 million and $1.0 million, respectively. Estimated aggregate intangible asset amortization expense for the next five years is as follows (in millions): | ||||||||||||||||||||||||
2014 | $ | 2.9 | ||||||||||||||||||||||
2015 | 2.9 | |||||||||||||||||||||||
2016 | 2.8 | |||||||||||||||||||||||
2017 | 2.2 | |||||||||||||||||||||||
2018 | 2 | |||||||||||||||||||||||
Debt
Debt | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||
Debt | ' | |||||||||||||||||||
Debt | ||||||||||||||||||||
Our outstanding debt as of March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||||||
Amount | Interest | Amount | Interest | |||||||||||||||||
Outstanding | Rate | Outstanding | Rate | |||||||||||||||||
(In thousands, except percentages) | ||||||||||||||||||||
Dean Foods Company debt obligations: | ||||||||||||||||||||
Senior secured credit facility | $ | 328,940 | 1.67 | %* | $ | 50,250 | 1.67 | %* | ||||||||||||
Senior notes due 2016 | 475,637 | 7 | 475,579 | 7 | ||||||||||||||||
Senior notes due 2018 | 23,812 | 9.75 | 23,812 | 9.75 | ||||||||||||||||
828,389 | 549,641 | |||||||||||||||||||
Subsidiary debt obligations: | ||||||||||||||||||||
Senior notes due 2017 | 133,317 | 6.9 | 132,808 | 6.9 | ||||||||||||||||
Receivables-backed facility | — | — | 213,000 | 1.19 | ||||||||||||||||
Capital lease and other | 1,649 | — | 1,813 | — | ||||||||||||||||
134,966 | 347,621 | |||||||||||||||||||
963,355 | 897,262 | |||||||||||||||||||
Less current portion | (698 | ) | (698 | ) | ||||||||||||||||
Total long-term portion | $ | 962,657 | $ | 896,564 | ||||||||||||||||
* Represents a weighted average rate, including applicable interest rate margins, for the credit facility. | ||||||||||||||||||||
The scheduled maturities of long-term debt at March 31, 2014 were as follows (in thousands): | ||||||||||||||||||||
2014 | $ | 534 | ||||||||||||||||||
2015 | 677 | |||||||||||||||||||
2016 | 476,627 | |||||||||||||||||||
2017 | 142,000 | |||||||||||||||||||
2018 | 352,752 | |||||||||||||||||||
Thereafter | — | |||||||||||||||||||
Subtotal | 972,590 | |||||||||||||||||||
Less discounts | (9,235 | ) | ||||||||||||||||||
Total outstanding debt | $ | 963,355 | ||||||||||||||||||
Senior Secured Credit Facility — In July 2013, we executed a credit agreement pursuant to which the lenders provided us with a five-year senior secured revolving credit facility in the amount of up to $750 million. Under the agreement, we also have the right to request an increase of the aggregate commitment under the credit facility by, and to request incremental term loans or increased revolver commitments of, up to $500 million without the consent of any lenders not participating in such increase, subject to specified conditions. The senior secured credit facility is available for the issuance of up to $200 million of letters of credit and up to $150 million of swing line loans. The facility will terminate in July 2018. | ||||||||||||||||||||
Loans outstanding under the senior secured credit facility bear interest, at our election, at either the Adjusted LIBO Rate (as defined in the credit agreement) plus a margin of between 1.25% and 2.25% (1.75% as of March 31, 2014 ) based on the leverage ratio (as defined in the credit agreement), or the Alternate Base Rate (as defined in the credit agreement) plus a margin of between 0.25% and 1.25% (0.75% as of March 31, 2014 ) based on the leverage ratio. We are permitted to make optional prepayments of the loans, in whole or in part, without premium or penalty (other than applicable LIBOR breakage costs). Subject to certain exceptions and conditions described in the credit agreement, we are obligated to prepay the credit facility, but without a corresponding commitment reduction, with the net cash proceeds of certain asset sales and with casualty and insurance proceeds. | ||||||||||||||||||||
The senior secured credit facility is guaranteed by our existing and future domestic material restricted subsidiaries (as defined in the credit agreement), which are substantially all of our wholly-owned U.S. subsidiaries other than our receivables securitization subsidiaries. The facility is secured by a first priority perfected security interest in substantially all of the personal property of us and our guarantors, whether consisting of tangible or intangible property, including a pledge of, and a perfected security interest in, (i) all of the shares of capital stock of the guarantors and (ii) 65% of our or any guarantor’s first-tier foreign subsidiaries which are material restricted subsidiaries, in each case subject to certain exceptions as set forth in the credit agreement. The collateral does not include any real property, the capital stock and any assets of any unrestricted subsidiary, or any capital stock of any direct or indirect subsidiary of our wholly-owned indirect subsidiary Dean Holding Company ("Legacy Dean") which owns any real property. | ||||||||||||||||||||
The credit agreement governing the senior secured credit facility contains customary representations, warranties and covenants, including, but not limited to specified restrictions on indebtedness, liens, guarantee obligations, mergers, acquisitions, consolidations, liquidations and dissolutions, sales of assets, leases, payment of dividends and other restricted payments, investments, loans and advances, transactions with affiliates and sale and leaseback transactions. The credit agreement also contains customary events of default and related cure provisions. | ||||||||||||||||||||
At March 31, 2014, there were outstanding borrowings of $328.9 million under the senior secured revolving credit facility. Our average daily balance under the senior secured revolving credit facility during the three months ended March 31, 2014 was $54.3 million. There were no letters of credit issued under the senior secured revolving credit facility as of March 31, 2014. | ||||||||||||||||||||
Dean Foods Receivables-Backed Facility — We have a $550 million receivables securitization facility pursuant to which certain of our subsidiaries sell their accounts receivable to two wholly-owned entities intended to be bankruptcy-remote. The entities then transfer the receivables to third-party asset-backed commercial paper conduits sponsored by major financial institutions. The assets and liabilities of these two entities are fully reflected in our unaudited Condensed Consolidated Balance Sheets, and the securitization is treated as a borrowing for accounting purposes. The receivables-backed facility is available for the issuance of letters of credit of up to $300 million and has a liquidity termination date in March 2015. | ||||||||||||||||||||
Based on the monthly borrowing base formula, we had the ability to borrow up to $526 million of the total commitment amount under the receivables-backed facility as of March 31, 2014. The total amount of receivables sold to these entities as of March 31, 2014 was $699.8 million. During the first three months of 2014 we borrowed $501.0 million and repaid $714.0 million under the facility with no remaining drawn balance as of March 31, 2014. Excluding letters of credit in the aggregate amount of $235.5 million, the remaining available borrowing capacity was $290.5 million at March 31, 2014. Our average daily balance under this facility during the three months ended March 31, 2014 was $227.9 million. The receivables-backed facility bears interest at a variable rate based upon commercial paper and one-month LIBO rates plus an applicable margin. | ||||||||||||||||||||
Under the senior secured credit facility and the receivables-backed facility, we are required to comply with (a) a maximum consolidated net leverage ratio of 3.50 to 1.00; and (b) a minimum consolidated interest coverage ratio of 3.00 to 1.00, in each case, as defined under and calculated in accordance with the terms of the agreements governing our senior secured credit facility and our receivables-backed facility. | ||||||||||||||||||||
We are currently in compliance with all covenants under our credit agreements, and we expect to maintain such compliance for the foreseeable future. | ||||||||||||||||||||
Standby Letter of Credit — In February 2012, in connection with a litigation settlement agreement we entered into with the plaintiffs in the Tennessee dairy farmer actions, we issued a standby letter of credit in the amount of $80 million, representing the approximate subsequent payments due under the terms of the settlement agreement. The total amount of the letter of credit will decrease proportionately as we make each of the four installment payments. We made the first installment payment in June 2013 and expect to make the second installment payment in June 2014. The amount of the letter of credit was reduced in 2013 to $60.9 million, to reflect the first installment payment. | ||||||||||||||||||||
Dean Foods Company Senior Notes due 2018 — On December 16, 2010, we issued $400 million aggregate principal amount of 9.75% senior unsecured notes in a private placement to qualified institutional buyers and in offshore transactions, and in 2011, we exchanged $400 million of the senior notes for new notes that are registered under the Securities Act of 1933, as amended, and do not have restrictions on transfer, rights to special interest or registration rights. These notes are our senior unsecured obligations and mature in December 2018 with interest payable on June 15 and December 15 of each year. The indenture under which we issued the senior notes due 2018 does not contain financial covenants but does contain covenants that, among other things, limit our ability to incur certain indebtedness, enter into sale-leaseback transactions and engage in mergers, consolidations and sales of all or substantially all of our assets. During the fourth quarter of 2013, we retired $376.2 million principal amount of these notes pursuant to a cash tender offer. The carrying value of these notes on March 31, 2014 was $23.8 million. | ||||||||||||||||||||
Dean Foods Company Senior Notes due 2016 — In 2006, we issued $500 million aggregate principal amount of 7.0% senior unsecured notes. The senior unsecured notes mature in June 2016 and interest is payable on June 1 and December 1 of each year. The indenture under which we issued the senior notes due 2016 does not contain financial covenants but does contain covenants that, among other things, limit our ability to incur certain indebtedness, enter into sale-leaseback transactions and engage in mergers, consolidations and sales of all or substantially all of our assets. During the fourth quarter of 2013, we retired $23.8 million principal amount of these notes pursuant to a cash tender offer. The carrying value of these notes on March 31, 2014 was $475.6 million. | ||||||||||||||||||||
Subsidiary Senior Notes due 2017 — Legacy Dean had certain senior notes outstanding at the time of its acquisition, of which one series ($142 million aggregate principal amount) remains outstanding and matures in October 2017. The carrying value of these notes at March 31, 2014 was $133.3 million at 6.90% interest. The indenture governing the Legacy Dean senior notes does not contain financial covenants but does contain certain restrictions, including a prohibition against Legacy Dean and its subsidiaries granting liens on certain of their real property interests and a prohibition against Legacy Dean granting liens on the stock of its subsidiaries. The Legacy Dean senior notes are not guaranteed by Dean Foods Company or Legacy Dean’s wholly-owned subsidiaries. | ||||||||||||||||||||
See Note 6 for information regarding the fair value of the 2016 and 2018 senior notes and the subsidiary senior notes due 2017 as of March 31, 2014. | ||||||||||||||||||||
Capital Lease Obligations and Other — Capital lease obligations as of March 31, 2014 and December 31, 2013 were comprised of a lease for land and building related to one of our production facilities. See Note 12. | ||||||||||||||||||||
Guarantor Information — The 2016 and 2018 senior notes described above are our unsecured obligations and, except as described below, are fully and unconditionally, jointly and severally guaranteed by substantially all of our 100%-owned U.S. subsidiaries other than our receivables securitization subsidiaries. The following condensed consolidating financial statements present the financial position, results of operations and cash flows of Dean Foods Company (“Parent”), the 100%-owned subsidiary guarantors of the senior notes and, separately, the combined results of the 100%-owned subsidiaries that are not a party to the guarantees. The 100%-owned non-guarantor subsidiaries reflect certain foreign and other operations, in addition to our receivables securitization subsidiaries. | ||||||||||||||||||||
Upon completion of the WhiteWave IPO, WhiteWave and its wholly-owned domestic subsidiaries were released from their obligations as guarantors for the 2016 and 2018 senior notes. Therefore, the activity and balances allocated to discontinued operations related to WhiteWave have been recast in the tables below for all periods presented to include WhiteWave and its subsidiaries in the non-guarantor column as these parties are no longer guarantors of the 2016 or 2018 senior notes. | ||||||||||||||||||||
Unaudited Condensed Consolidating Balance Sheet as of March 31, 2014 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 39,591 | $ | 7,208 | $ | 10,952 | $ | — | $ | 57,751 | ||||||||||
Receivables, net | 2,723 | 86,383 | 686,162 | — | 775,268 | |||||||||||||||
Income tax receivable | 31,885 | 6,352 | — | — | 38,237 | |||||||||||||||
Inventories | — | 286,091 | — | — | 286,091 | |||||||||||||||
Intercompany receivables | — | 5,776,059 | — | (5,776,059 | ) | — | ||||||||||||||
Other current assets | 2,650 | 82,391 | 317 | — | 85,358 | |||||||||||||||
Total current assets | 76,849 | 6,244,484 | 697,431 | (5,776,059 | ) | 1,242,705 | ||||||||||||||
Property, plant and equipment, net | — | 1,202,653 | 101 | — | 1,202,754 | |||||||||||||||
Goodwill | — | 86,841 | — | — | 86,841 | |||||||||||||||
Identifiable intangible and other assets, net | 77,523 | 253,561 | 58 | — | 331,142 | |||||||||||||||
Investment in subsidiaries | 6,635,247 | 51,762 | — | (6,687,009 | ) | — | ||||||||||||||
Total | $ | 6,789,619 | $ | 7,839,301 | $ | 697,590 | $ | (12,463,068 | ) | $ | 2,863,442 | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable and accrued expenses | $ | 50,738 | $ | 751,632 | $ | 194 | $ | (173 | ) | $ | 802,391 | |||||||||
Intercompany payables | 5,130,473 | — | 645,413 | (5,775,886 | ) | — | ||||||||||||||
Current portion of debt | — | 698 | — | — | 698 | |||||||||||||||
Current portion of litigation settlements | 18,605 | — | — | — | 18,605 | |||||||||||||||
Total current liabilities | 5,199,816 | 752,330 | 645,607 | (5,776,059 | ) | 821,694 | ||||||||||||||
Long-term debt | 828,389 | 134,268 | — | — | 962,657 | |||||||||||||||
Other long-term liabilities | 50,602 | 317,456 | 221 | — | 368,279 | |||||||||||||||
Long-term litigation settlements | 34,494 | — | — | — | 34,494 | |||||||||||||||
Total stockholders’ equity | 676,318 | 6,635,247 | 51,762 | (6,687,009 | ) | 676,318 | ||||||||||||||
Total | $ | 6,789,619 | $ | 7,839,301 | $ | 697,590 | $ | (12,463,068 | ) | $ | 2,863,442 | |||||||||
Unaudited Condensed Consolidating Balance Sheet as of December 31, 2013 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | (12,289 | ) | $ | 17,433 | $ | 11,618 | $ | — | $ | 16,762 | |||||||||
Receivables, net | 1,932 | 72,660 | 677,642 | — | 752,234 | |||||||||||||||
Income tax receivable | 10,374 | 5,541 | — | — | 15,915 | |||||||||||||||
Inventories | — | 262,858 | — | — | 262,858 | |||||||||||||||
Intercompany receivables | — | 5,728,284 | (1 | ) | (5,728,283 | ) | — | |||||||||||||
Other current assets | 6,944 | 95,927 | 58 | — | 102,929 | |||||||||||||||
Total current assets | 6,961 | 6,182,703 | 689,317 | (5,728,283 | ) | 1,150,698 | ||||||||||||||
Property, plant and equipment, net | — | 1,215,888 | 159 | — | 1,216,047 | |||||||||||||||
Goodwill | — | 86,841 | — | — | 86,841 | |||||||||||||||
Identifiable intangible and other assets, net | 90,269 | 258,109 | 81 | — | 348,459 | |||||||||||||||
Investment in subsidiaries | 6,633,000 | 72,345 | — | (6,705,345 | ) | — | ||||||||||||||
Total | $ | 6,730,230 | $ | 7,815,886 | $ | 689,557 | $ | (12,433,628 | ) | $ | 2,802,045 | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable and accrued expenses | $ | 47,284 | $ | 713,625 | $ | 554 | $ | (175 | ) | $ | 761,288 | |||||||||
Intercompany payables | 5,304,051 | — | 424,057 | (5,728,108 | ) | — | ||||||||||||||
Current portion of debt | — | 698 | — | — | 698 | |||||||||||||||
Current portion of litigation settlements | 19,101 | — | — | — | 19,101 | |||||||||||||||
Total current liabilities | 5,370,436 | 714,323 | 424,611 | (5,728,283 | ) | 781,087 | ||||||||||||||
Long-term debt | 549,641 | 133,923 | 213,000 | — | 896,564 | |||||||||||||||
Other long-term liabilities | 59,764 | 314,149 | 92 | — | 374,005 | |||||||||||||||
Long-term litigation settlements | 36,074 | — | — | — | 36,074 | |||||||||||||||
Total stockholders’ equity | 714,315 | 6,653,491 | 51,854 | (6,705,345 | ) | 714,315 | ||||||||||||||
Total | $ | 6,730,230 | $ | 7,815,886 | $ | 689,557 | $ | (12,433,628 | ) | $ | 2,802,045 | |||||||||
Unaudited Condensed Consolidating Statement of Comprehensive Income | ||||||||||||||||||||
for the Three Months Ended March 31, 2014 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Net sales | $ | — | $ | 2,338,054 | $ | 2,986 | $ | — | $ | 2,341,040 | ||||||||||
Cost of sales | — | 1,922,473 | 2,392 | — | 1,924,865 | |||||||||||||||
Gross profit | — | 415,581 | 594 | — | 416,175 | |||||||||||||||
Selling and distribution | — | 339,079 | 300 | — | 339,379 | |||||||||||||||
General and administrative | (167 | ) | 71,867 | 599 | — | 72,299 | ||||||||||||||
Amortization of intangibles | — | 744 | — | — | 744 | |||||||||||||||
Facility closing and reorganization costs | — | 977 | — | — | 977 | |||||||||||||||
Litigation settlements | (2,521 | ) | — | — | — | (2,521 | ) | |||||||||||||
Interest expense | 10,605 | 2,982 | 1,436 | — | 15,023 | |||||||||||||||
Other (income) expense, net | 300 | 169 | (790 | ) | — | (321 | ) | |||||||||||||
Loss from continuing operations before income taxes and equity in loss of subsidiaries | (8,217 | ) | (237 | ) | (951 | ) | — | (9,405 | ) | |||||||||||
Income tax expense (benefit) | (921 | ) | 1,443 | (135 | ) | — | 387 | |||||||||||||
Income before equity in earnings (loss) of subsidiaries | (7,296 | ) | (1,680 | ) | (816 | ) | — | (9,792 | ) | |||||||||||
Equity in loss of consolidated subsidiaries | (2,496 | ) | (816 | ) | — | 3,312 | — | |||||||||||||
Loss from continuing operations | (9,792 | ) | (2,496 | ) | (816 | ) | 3,312 | (9,792 | ) | |||||||||||
Gain on sale of discontinued operations, net of tax | 836 | — | — | — | 836 | |||||||||||||||
Net loss attributable to Dean Foods Company | (8,956 | ) | (2,496 | ) | (816 | ) | 3,312 | (8,956 | ) | |||||||||||
Other comprehensive income, net of tax, attributable to Dean Foods Company | 422 | 47 | 555 | — | 1,024 | |||||||||||||||
Comprehensive loss attributable to Dean Foods Company | $ | (8,534 | ) | $ | (2,449 | ) | $ | (261 | ) | $ | 3,312 | $ | (7,932 | ) | ||||||
Unaudited Condensed Consolidating Statement of Comprehensive Income | ||||||||||||||||||||
for the Three Months Ended March 31, 2013 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Net sales | $ | — | $ | 2,289,172 | $ | 3,258 | $ | — | $ | 2,292,430 | ||||||||||
Cost of sales | — | 1,794,893 | 2,305 | — | 1,797,198 | |||||||||||||||
Gross profit | — | 494,279 | 953 | — | 495,232 | |||||||||||||||
Selling and distribution | — | 339,734 | 263 | — | 339,997 | |||||||||||||||
General and administrative | (3 | ) | 84,480 | 487 | — | 84,964 | ||||||||||||||
Amortization of intangibles | — | 950 | — | — | 950 | |||||||||||||||
Facility closing and reorganization costs | — | 5,610 | — | — | 5,610 | |||||||||||||||
Impairment of long-lived assets | — | 30,501 | 3,414 | — | 33,915 | |||||||||||||||
Interest expense | 55,692 | 2,885 | 1,072 | — | 59,649 | |||||||||||||||
Other (income) expense, net | — | 362 | (197 | ) | — | 165 | ||||||||||||||
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries | (55,689 | ) | 29,757 | (4,086 | ) | — | (30,018 | ) | ||||||||||||
Income tax expense (benefit) | (20,309 | ) | 12,695 | (1,664 | ) | — | (9,278 | ) | ||||||||||||
Income (loss) before equity in earnings (loss) of subsidiaries | (35,380 | ) | 17,062 | (2,422 | ) | — | (20,740 | ) | ||||||||||||
Equity in earnings (loss) of consolidated subsidiaries | 527,985 | (2,545 | ) | — | (525,440 | ) | — | |||||||||||||
Income (loss) from continuing operations | 492,605 | 14,517 | (2,422 | ) | (525,440 | ) | (20,740 | ) | ||||||||||||
Income from discontinued operations, net of tax | — | — | 24,652 | — | 24,652 | |||||||||||||||
Gain (loss) on sale of discontinued operations, net of tax | — | 491,888 | (3 | ) | — | 491,885 | ||||||||||||||
Net income | 492,605 | 506,405 | 22,227 | (525,440 | ) | 495,797 | ||||||||||||||
Net loss attributable to non-controlling interest | — | — | (3,192 | ) | — | (3,192 | ) | |||||||||||||
Net income attributable to Dean Foods Company | 492,605 | 506,405 | 19,035 | (525,440 | ) | 492,605 | ||||||||||||||
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company | 22,055 | 141 | (11,889 | ) | — | 10,307 | ||||||||||||||
Comprehensive income attributable to Dean Foods Company | $ | 514,660 | $ | 506,546 | $ | 7,146 | $ | (525,440 | ) | $ | 502,912 | |||||||||
Unaudited Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||
for the Three Months Ended March 31, 2014 | ||||||||||||||||||||
Parent | Guarantor | Non- | Consolidated | |||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | (19,373 | ) | $ | 61,972 | $ | (9,800 | ) | $ | 32,799 | ||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Payments for property, plant and equipment | — | (28,035 | ) | — | (28,035 | ) | ||||||||||||||
Proceeds from sale of fixed assets | — | 1,372 | — | 1,372 | ||||||||||||||||
Net cash used in investing activities | — | (26,663 | ) | — | (26,663 | ) | ||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Repayments of debt | — | (164 | ) | — | (164 | ) | ||||||||||||||
Proceeds from senior secured revolver | 701,795 | — | — | 701,795 | ||||||||||||||||
Payments for senior secured revolver | (423,105 | ) | — | — | (423,105 | ) | ||||||||||||||
Proceeds from receivables-backed facility | — | — | 501,000 | 501,000 | ||||||||||||||||
Payments for receivables-backed facility | — | — | (714,000 | ) | (714,000 | ) | ||||||||||||||
Common stock repurchase | (25,000 | ) | — | — | (25,000 | ) | ||||||||||||||
Cash dividend paid | (6,543 | ) | — | — | (6,543 | ) | ||||||||||||||
Issuance of common stock, net of share repurchases | 869 | — | — | 869 | ||||||||||||||||
Tax savings on share-based compensation | 259 | — | — | 259 | ||||||||||||||||
Intercompany | (177,022 | ) | (45,370 | ) | 222,392 | — | ||||||||||||||
Net cash provided by (used in) financing activities | 71,253 | (45,534 | ) | 9,392 | 35,111 | |||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | (258 | ) | (258 | ) | ||||||||||||||
Increase (decrease) in cash and cash equivalents | 51,880 | (10,225 | ) | (666 | ) | 40,989 | ||||||||||||||
Cash and cash equivalents, beginning of period | (12,289 | ) | 17,433 | 11,618 | 16,762 | |||||||||||||||
Cash and cash equivalents, end of period | $ | 39,591 | $ | 7,208 | $ | 10,952 | $ | 57,751 | ||||||||||||
Unaudited Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||
for the Three Months Ended March 31, 2013 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | Totals | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities — continuing operations | $ | (12,739 | ) | $ | (92,563 | ) | $ | 13,843 | $ | (91,459 | ) | |||||||||
Net cash provided by operating activities — discontinued operations | — | — | (14,046 | ) | (14,046 | ) | ||||||||||||||
Net cash provided by operating activities | (12,739 | ) | (92,563 | ) | (203 | ) | (105,505 | ) | ||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Payments for property, plant and equipment | (40 | ) | (15,761 | ) | — | (15,801 | ) | |||||||||||||
Proceeds from sale of fixed assets | — | 1,397 | — | 1,397 | ||||||||||||||||
Net cash provided by (used in) investing activities — continuing operations | (40 | ) | (14,364 | ) | — | (14,404 | ) | |||||||||||||
Net cash used in investing activities — discontinued operations | 1,441,323 | — | (20,480 | ) | 1,420,843 | |||||||||||||||
Net cash provided by (used in) investing activities | 1,441,283 | (14,364 | ) | (20,480 | ) | 1,406,439 | ||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Repayments of Dean Foods Company senior secured term loan debt | (1,027,197 | ) | — | — | (1,027,197 | ) | ||||||||||||||
Proceeds from senior secured revolver | 154,250 | — | — | 154,250 | ||||||||||||||||
Payments for senior secured revolver | (396,350 | ) | — | — | (396,350 | ) | ||||||||||||||
Proceeds from receivables-backed facility | — | — | 220,000 | 220,000 | ||||||||||||||||
Payments for receivables-backed facility | — | — | (220,000 | ) | (220,000 | ) | ||||||||||||||
Payment of financing costs | (575 | ) | — | — | (575 | ) | ||||||||||||||
Issuance of common stock, net of share repurchases for withholding taxes | (753 | ) | — | — | (753 | ) | ||||||||||||||
Tax savings on share-based compensation | 232 | — | — | 232 | ||||||||||||||||
Net change in intercompany balances | (169,985 | ) | 113,616 | 56,369 | — | |||||||||||||||
Net cash provided by (used in) financing activities — continuing operations | (1,440,378 | ) | 113,616 | 56,369 | (1,270,393 | ) | ||||||||||||||
Net cash used in financing activities — discontinued operations | — | — | (36,500 | ) | (36,500 | ) | ||||||||||||||
Net cash provided by (used in) financing activities | (1,440,378 | ) | 113,616 | 19,869 | (1,306,893 | ) | ||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | 371 | 371 | ||||||||||||||||
Increase (decrease) in cash and cash equivalents | (11,834 | ) | 6,689 | (443 | ) | (5,588 | ) | |||||||||||||
Cash and cash equivalents, beginning of period | 15,242 | — | 9,415 | 24,657 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 3,408 | $ | 6,689 | $ | 8,972 | $ | 19,069 | ||||||||||||
Derivative_Financial_Instrumen
Derivative Financial Instruments and Fair Value Measurements | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||||
Derivative Financial Instruments and Fair Value Measurements | ' | |||||||||||||||
Derivative Financial Instruments and Fair Value Measurements | ||||||||||||||||
Derivative Financial Instruments | ||||||||||||||||
Commodities — We are exposed to commodity price fluctuations, including milk, butterfat, sweeteners and other commodity costs used in the manufacturing, packaging and distribution of our products, such as natural gas, resin and diesel fuel. To secure adequate supplies of materials and bring greater stability to the cost of ingredients and their related manufacturing, packaging and distribution, we routinely enter into forward purchase contracts and other purchase arrangements with suppliers. Under the forward purchase contracts, we commit to purchasing agreed-upon quantities of ingredients and commodities at agreed-upon prices at specified future dates. The outstanding purchase commitment for these commodities at any point in time typically ranges from one month’s to one year’s anticipated requirements, depending on the ingredient or commodity. These contracts are considered normal purchases. | ||||||||||||||||
In addition to entering into forward purchase contracts, from time to time we may purchase over-the-counter contracts from our qualified banking partners or enter into exchange-traded commodity futures contracts for raw materials that are ingredients of our products or components of such ingredients. Effective January 1, 2014, we have de-designated all open commodity derivative positions that were previously designated as cash flow hedges. During the first quarter of 2014, we reclassified $0.2 million, net of tax, of hedging activity related to these commodities contracts from accumulated other comprehensive income into operating income. As of the de-designation date, all commodities contracts are now marked to market in our income statement at each reporting period and a derivative asset or liability is recorded on our balance sheet. | ||||||||||||||||
Although we may utilize forward purchase contracts and other instruments to mitigate the risks related to commodity price fluctuation, such strategies do not fully mitigate commodity price risk. Adverse movements in commodity prices over the terms of the contracts or instruments could decrease the economic benefits we derive from these strategies. | ||||||||||||||||
At March 31, 2014 and December 31, 2013, our derivatives recorded at fair value in our unaudited Condensed Consolidated Balance Sheets consisted of the following: | ||||||||||||||||
Derivative Assets | Derivative Liabilities | |||||||||||||||
31-Mar-14 | 31-Dec-13 | 31-Mar-14 | 31-Dec-13 | |||||||||||||
(In thousands) | ||||||||||||||||
Derivatives Designated as Hedging Instruments | ||||||||||||||||
Commodities contracts — current(1) | $ | — | $ | 714 | $ | — | $ | 204 | ||||||||
Derivatives not Designated as Hedging Instruments | ||||||||||||||||
Commodities contracts — current(1) | 1,004 | 255 | 32 | 114 | ||||||||||||
Total derivatives | $ | 1,004 | $ | 969 | $ | 32 | $ | 318 | ||||||||
-1 | Derivative assets and liabilities that have settlement dates equal to or less than 12 months from the respective balance sheet date are included in other current assets and accounts payable and accrued expenses, respectively, in our unaudited Condensed Consolidated Balance Sheets. | |||||||||||||||
Gains and losses on derivatives designated as cash flow hedges were reclassified from accumulated other comprehensive income to operating income for the three months ended March 31, 2013 as follows (in thousands): | ||||||||||||||||
Losses on interest rate swap contracts(1) | $ | 31,408 | ||||||||||||||
Losses on commodities contracts(2) | 321 | |||||||||||||||
(Gains) losses on foreign currency contracts(3) | (78 | ) | ||||||||||||||
-1 | Recorded in interest expense in our unaudited Condensed Consolidated Statements of Operations. | |||||||||||||||
-2 | Recorded in distribution expense or cost of sales, depending on commodity type, in our unaudited Condensed Consolidated Statements of Operations. | |||||||||||||||
-3 | Recorded in cost of sales in our unaudited Condensed Consolidated Statements of Operations. | |||||||||||||||
There was no material hedge ineffectiveness related to our commodities contracts designated as hedging instruments in the three months ended March 31, 2013. | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, we follow a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | ||||||||||||||||
• | Level 1 — Quoted prices for identical instruments in active markets. | |||||||||||||||
• | Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets. | |||||||||||||||
• | Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||||||||||||
A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of March 31, 2014 is as follows (in thousands): | ||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
as of March 31, | ||||||||||||||||
2014 | ||||||||||||||||
Asset — Commodities contracts | $ | 1,004 | $ | — | $ | 1,004 | $ | — | ||||||||
Liability — Commodities contracts | 32 | — | 32 | — | ||||||||||||
A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 is as follows (in thousands): | ||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
as of | ||||||||||||||||
December 31, | ||||||||||||||||
2013 | ||||||||||||||||
Asset — Commodities contracts | $ | 969 | $ | — | $ | 969 | $ | — | ||||||||
Liability — Commodities contracts | 318 | — | 318 | — | ||||||||||||
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 senior secured credit facility, receivables-backed facility, and certain other debt are variable, their fair values approximate their carrying values. | ||||||||||||||||
The fair values of our Dean Foods Company senior notes and subsidiary senior notes were determined based on quoted market prices obtained through an external pricing source which derives its price valuations from daily marketplace transactions, with adjustments to reflect the spreads of benchmark bonds, credit risk and certain other variables. We have determined these fair values to be Level 2 measurements as all significant inputs into the quotes provided by our pricing source are observable in active markets. The following table presents the carrying values and fair values of our senior and subsidiary senior notes at March 31, 2014 and December 31, 2013: | ||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||
(In thousands) | ||||||||||||||||
Subsidiary senior notes due 2017 | $ | 133,317 | $ | 154,070 | $ | 132,808 | $ | 153,005 | ||||||||
Dean Foods Company senior notes due 2016 | 475,637 | 522,616 | 475,579 | 527,378 | ||||||||||||
Dean Foods Company senior notes due 2018 | 23,812 | 26,908 | 23,812 | 26,908 | ||||||||||||
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 March 31, 2014 (in thousands): | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Money market | $ | 4 | $ | — | $ | 4 | $ | — | ||||||||
Mutual funds | 2,152 | — | 2,152 | — | ||||||||||||
The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of December 31, 2013 (in thousands): | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Money market | $ | 5 | $ | — | $ | 5 | $ | — | ||||||||
Mutual funds | 2,103 | — | 2,103 | — | ||||||||||||
Common_Stock_and_ShareBased_Co
Common Stock and Share-Based Compensation | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||
Common Stock and Share-Based Compensation | ' | ||||||||||||
Common Stock and Share-Based Compensation | |||||||||||||
Adoption of Cash Dividend Policy — In November 2013, we announced that our Board of Directors had adopted a cash dividend policy. Under the policy, holders of our common stock will receive dividends when and as declared by our Board of Directors. Pursuant to the policy, we expect to pay quarterly dividends with an initial quarterly dividend rate of $0.07 per share ($0.28 per share annually). The first quarterly dividend of $0.07 per share was paid on March 27, 2014 to stockholders of record at the close of business on March 17, 2014. Our cash dividend policy is subject to modification, suspension or cancellation at any time. | |||||||||||||
Stock Repurchase Program — Since 1998, our Board of Directors has from time to time authorized the repurchase of our common stock up to an aggregate of $2.38 billion, excluding fees and commissions. We repurchased 1,727,275 shares during the three months ended March 31, 2014. We made no share repurchases during the three months ended March 31, 2013. As of March 31, 2014, $275.0 million was available for repurchases under this program (excluding fees and commissions). Our management is authorized to purchase shares from time to time through open market transactions at prevailing prices or in privately negotiated transactions, subject to market conditions and other factors. Shares, when repurchased, are retired. | |||||||||||||
Stock Options — The following table summarizes stock option activity during the first three months of 2014: | |||||||||||||
Options | Weighted | Weighted | Aggregate | ||||||||||
Average | Average | Intrinsic | |||||||||||
Exercise | Contractual | Value | |||||||||||
Price | Life (Years) | ||||||||||||
Options outstanding at January 1, 2014 | 5,055,035 | $ | 19.35 | ||||||||||
Granted | — | — | |||||||||||
Forfeited and canceled | (45,261 | ) | 19.85 | ||||||||||
Exercised | (171,350 | ) | 14.52 | ||||||||||
Options outstanding at March 31, 2014 | 4,838,424 | $ | 19.51 | 3.42 | $ | 3,293,624 | |||||||
Options exercisable at March 31, 2014 | 4,696,996 | $ | 19.77 | 3.28 | $ | 2,757,231 | |||||||
We recognize share-based compensation expense for stock options ratably over the vesting period. The fair value of each option award is estimated on the date of grant using a Black-Scholes valuation model. During each of the three months ended March 31, 2014 and 2013, there were no stock options granted. | |||||||||||||
Restricted Stock Units — The following table summarizes RSU activity during the first three months of 2014: | |||||||||||||
Employees | Directors | Total | |||||||||||
Stock units outstanding at January 1, 2014 | 680,017 | 96,273 | 776,290 | ||||||||||
Stock units issued | 315,168 | 59,367 | 374,535 | ||||||||||
Shares issued upon vesting of stock units | (173,908 | ) | (42,281 | ) | (216,189 | ) | |||||||
Stock units canceled or forfeited(1) | (73,433 | ) | (780 | ) | (74,213 | ) | |||||||
Stock units outstanding at March 31, 2014 | 747,844 | 112,579 | 860,423 | ||||||||||
Weighted average grant date fair value | $ | 14.56 | $ | 13.75 | $ | 14.46 | |||||||
-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. | ||||||||||||
Phantom Shares — We grant phantom shares as part of our long-term incentive compensation program, which are similar to RSUs in that they are based on the price of our stock and vest ratably over a three-year period, but are cash-settled based upon the value of our stock at each vesting period. The fair value of the awards is remeasured at each reporting period. Compensation expense is recognized over the vesting period with a corresponding liability, which is recorded in accounts payable and accrued expenses in our unaudited Condensed Consolidated Balance Sheets. The following table summarizes the phantom share activity during the first three months of 2014: | |||||||||||||
Shares | Weighted | ||||||||||||
Average Grant | |||||||||||||
Date Fair Value | |||||||||||||
Outstanding at January 1, 2014 | 1,111,059 | $ | 17.72 | ||||||||||
Granted | 554,185 | 14.16 | |||||||||||
Converted/paid | (529,012 | ) | 17.68 | ||||||||||
Forfeited | (40,579 | ) | 17.69 | ||||||||||
Outstanding at March 31, 2014 | 1,095,653 | $ | 15.94 | ||||||||||
Share-Based Compensation Expense — The following table summarizes the share-based compensation expense recognized during the three months ended March 31, 2014 and 2013: | |||||||||||||
Three Months Ended | |||||||||||||
March 31 | |||||||||||||
2014 | 2013 | ||||||||||||
(In thousands) | |||||||||||||
Stock Options | $ | 145 | $ | 406 | |||||||||
Stock Units | 1,208 | 1,289 | |||||||||||
Phantom Shares | 342 | 1,616 | |||||||||||
Total | $ | 1,695 | $ | 3,311 | |||||||||
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Earnings (Loss) Per Share | ' | |||||||
Earnings (Loss) Per Share | ||||||||
Basic earnings (loss) per share (“EPS”) is based on the weighted average number of common shares outstanding during each period. Diluted EPS is based on the weighted average number of common shares outstanding and the effect of all dilutive common stock equivalents outstanding during each period. Stock option conversions and stock units were not included in the computation of diluted loss per share for the three months ended March 31, 2014 and 2013, respectively, as we incurred a loss from continuing operations for these periods and any effect on loss per share would have been anti-dilutive. The following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS: | ||||||||
Three Months Ended March 31 | ||||||||
2014 | 2013(1) | |||||||
(In thousands, except share data) | ||||||||
Basic earnings (loss) per share computation: | ||||||||
Numerator: | ||||||||
Loss from continuing operations | $ | (9,792 | ) | $ | (20,740 | ) | ||
Denominator: | ||||||||
Average common shares | 94,398,665 | 93,010,596 | ||||||
Basic earnings (loss) per share from continuing operations | $ | (0.10 | ) | $ | (0.22 | ) | ||
Diluted earnings (loss) per share computation: | ||||||||
Numerator: | ||||||||
Loss from continuing operations | $ | (9,792 | ) | $ | (20,740 | ) | ||
Denominator: | ||||||||
Average common shares — basic | 94,398,665 | 93,010,596 | ||||||
Stock option conversion(2) | — | — | ||||||
Stock units(3) | — | — | ||||||
Average common shares — diluted | 94,398,665 | 93,010,596 | ||||||
Diluted earnings (loss) per share from continuing operations | $ | (0.10 | ) | $ | (0.22 | ) | ||
(1) All applicable share data and per share amounts have been adjusted retroactively for the 1-for-2 reverse stock split effected on August 26, 2013. | ||||||||
(2) Anti-dilutive common shares excluded | 4,244,244 | 2,151,899 | ||||||
(3) Anti-dilutive stock units excluded | 297,726 | 544,486 | ||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
Text Block [Abstract] | ' | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | ' | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||
The changes in accumulated other comprehensive income (loss) by component, net of tax, during the three months ended March 31, 2014 were as follows (in thousands): | ||||||||||||||||||||
Changes in | Pension and | Foreign | Total | |||||||||||||||||
Cash Flow | Other | Currency | ||||||||||||||||||
Hedges | Postretirement | Items | ||||||||||||||||||
Benefits Items | ||||||||||||||||||||
Balance, December 31, 2013 | $ | 423 | $ | (57,224 | ) | $ | (389 | ) | $ | (57,190 | ) | |||||||||
Other comprehensive income (loss) before reclassifications | (16 | ) | 1,632 | 555 | $ | 2,171 | ||||||||||||||
Amounts reclassified from accumulated other comprehensive income | (220 | ) | -1 | (927 | ) | -2 | — | $ | (1,147 | ) | ||||||||||
Net current-period other comprehensive income (loss) | (236 | ) | 705 | 555 | 1,024 | |||||||||||||||
Balance, March 31, 2014 | $ | 187 | $ | (56,519 | ) | $ | 166 | $ | (56,166 | ) | ||||||||||
-1 | The accumulated other comprehensive loss component is related to the hedging activity amount at December 31, 2013 that was reclassified to operating income as we de-designated our cash flow hedges. See Note 6. | |||||||||||||||||||
-2 | The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic pension cost. See Note 10. | |||||||||||||||||||
The changes in accumulated other comprehensive income (loss) by component, net of tax, during the three months ended March 31, 2013 were as follows (in thousands): | ||||||||||||||||||||
Changes in | Pension and | Foreign | Total | Non- | ||||||||||||||||
Cash Flow | Other | Currency | controlling | |||||||||||||||||
Hedges | Postretirement | Items | Interest | |||||||||||||||||
Benefits Items | ||||||||||||||||||||
Balance, December 31, 2012 | $ | (58,452 | ) | $ | (105,845 | ) | $ | (22,287 | ) | $ | (186,584 | ) | $ | (3,683 | ) | |||||
Other comprehensive income (loss) before reclassifications | 972 | 4,913 | (12,986 | ) | $ | (7,101 | ) | $ | (2,046 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive income | 19,477 | (2,069 | ) | — | $ | 17,408 | $ | (3 | ) | |||||||||||
Net current-period other comprehensive income (loss) | 20,449 | 2,844 | (12,986 | ) | 10,307 | (2,049 | ) | |||||||||||||
Balance, March 31, 2013 | $ | (38,003 | ) | $ | (103,001 | ) | $ | (35,273 | ) | $ | (176,277 | ) | $ | (5,732 | ) |
Employee_Retirement_and_Postre
Employee Retirement and Postretirement Benefits | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||
Employee Retirement and Postretirement Benefits | ' | |||||||
Employee Retirement and Postretirement Benefits | ||||||||
We sponsor various defined benefit and defined contribution retirement plans, including various employee savings and profit sharing plans, and contribute to various multiemployer pension plans on behalf of our employees. 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. | ||||||||
Defined Benefit Plans — The benefits under our defined benefit plans are based on years of service and employee compensation. The following table sets forth the components of net periodic benefit cost for our defined benefit plans during the three months ended March 31, 2014 and 2013: | ||||||||
Three Months Ended | ||||||||
March 31 | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Components of net periodic benefit cost: | ||||||||
Service cost | $ | 770 | $ | 923 | ||||
Interest cost | 3,495 | 3,128 | ||||||
Expected return on plan assets | (4,690 | ) | (4,633 | ) | ||||
Amortizations: | ||||||||
Unrecognized transition obligation | — | — | ||||||
Prior service cost | 197 | 198 | ||||||
Unrecognized net loss | 1,276 | 3,098 | ||||||
Net periodic benefit cost | $ | 1,048 | $ | 2,714 | ||||
Postretirement Benefits — Certain of our subsidiaries provide health care benefits to certain retirees who are covered under specific group contracts. The following table sets forth the components of net periodic benefit cost for our postretirement benefit plans during the three months ended March 31, 2014 and 2013: | ||||||||
Three Months Ended | ||||||||
March 31 | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Components of net periodic benefit cost: | ||||||||
Service cost | $ | 206 | $ | 204 | ||||
Interest cost | 416 | 306 | ||||||
Amortizations: | ||||||||
Prior service cost | 16 | 6 | ||||||
Unrecognized net loss | 19 | 75 | ||||||
Net periodic benefit cost | $ | 657 | $ | 591 | ||||
Asset_Impairment_Charges_and_F
Asset Impairment Charges and Facility Closing and Reorganization Costs | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||
Asset Impairment Charges and Facility Closing and Reorganization Costs | ' | |||||||||||||||
Asset Impairment Charges and Facility Closing and Reorganization Costs | ||||||||||||||||
Asset Impairment Charges | ||||||||||||||||
We evaluate our long-lived assets for impairment when circumstances indicate that the carrying value may not be recoverable. Indicators of impairment could include, among other factors, significant changes in the business environment or the planned closure of a facility. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. As a result of certain changes to our business and plans for consolidating our production network, we evaluated the impact that we expect these changes to have on our projected future cash flows as of March 31, 2014. | ||||||||||||||||
Testing the assets for recoverability involved developing estimates of future cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the assets. The inputs for the fair value calculations were based on assessment of an individual asset’s alternative use within other production facilities, evaluation of recent market data and historical liquidation sales values for similar assets. As the inputs into these calculations are largely based on management’s judgments and are not generally observable in active markets, we consider such measurements to be Level 3 measurements in the fair value hierarchy. See Note 6. | ||||||||||||||||
There was no impairment of our plant, property and equipment or intangible assets identified for the three months ended March 31, 2014. As of March 31, 2013, the results of our analysis indicated an impairment of our plant, property and equipment of $27.5 million and impairment related to certain intangible assets of approximately $6.4 million. All of these charges were recorded in the impairment of long-lived assets line item in our unaudited Condensed Consolidated Statements of Operations. We can provide no assurance that we will not have impairment charges in future periods as a result of changes in our business environment, operating results or the assumptions and estimates utilized in our impairment tests. | ||||||||||||||||
Facility Closing and Reorganization Costs | ||||||||||||||||
Approved plans within our multi-year initiatives and related charges are summarized as follows: | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31 | ||||||||||||||||
2014 | 2013 | |||||||||||||||
(In thousands) | ||||||||||||||||
Closure of Facilities(1) | $ | 977 | $ | 1,007 | ||||||||||||
Functional Realignment(2) | — | 103 | ||||||||||||||
Field and Functional Reorganization (3) | — | 4,500 | ||||||||||||||
Total | $ | 977 | $ | 5,610 | ||||||||||||
-1 | These charges in 2014 and 2013 primarily relate to facility closures in Riverside, California; Denver, Colorado; Waco, Texas; Springfield, Virginia; Buena Park, California; Evart, Michigan; Bangor, Maine; and Mendon, Massachusetts; as well as other approved closures. We have incurred $39.2 million of charges related to these initiatives to date. We expect to incur additional charges related to these facility closures of approximately $3.9 million, related to contract termination, shutdown and other costs. As we continue the evaluation of our supply chain and distribution network, as well as our accelerated cost reduction efforts, it is likely that we will close additional facilities in the future. | |||||||||||||||
-2 | The Functional Realignment initiative was focused on aligning key functions within our legacy Fresh Dairy Direct operations under a single leadership team and permanently removing costs from the organization. We have incurred total charges of approximately $33.1 million under this initiative to date and we do not expect to incur any material future charges related to this plan. | |||||||||||||||
-3 | The Field and Functional Reorganization initiative streamlined the leadership structure and has enabled faster decision-making and created enhanced opportunities to strategically build our business. We have incurred total charges of $11.3 million under this plan to date, all of which are associated with headcount reductions. We do not currently anticipate incurring any material charges under this plan going forward. | |||||||||||||||
Activity with respect to facility closing and reorganization costs during the three months ended March 31, 2014 is summarized below and includes items expensed as incurred: | ||||||||||||||||
Accrued | Charges | Payments | Accrued | |||||||||||||
Charges at | Charges at | |||||||||||||||
December 31, | March 31, | |||||||||||||||
2013 | 2014 | |||||||||||||||
(In thousands) | ||||||||||||||||
Cash charges: | ||||||||||||||||
Workforce reduction costs | $ | 9,028 | $ | 453 | $ | (1,285 | ) | $ | 8,196 | |||||||
Shutdown costs | — | 730 | (730 | ) | — | |||||||||||
Lease obligations after shutdown | 8,361 | 158 | (551 | ) | 7,968 | |||||||||||
Other | — | 127 | (127 | ) | — | |||||||||||
Subtotal | $ | 17,389 | 1,468 | $ | (2,693 | ) | $ | 16,164 | ||||||||
Noncash charges: | ||||||||||||||||
Other, net | (491 | ) | ||||||||||||||
Total charges | $ | 977 | ||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Contingent Obligations Related to Divested Operations — We have divested certain businesses in recent years. In each case, we have retained certain known contingent obligations related to those businesses and/or assumed an obligation to indemnify the purchasers of the businesses for certain unknown contingent liabilities, including environmental liabilities. We believe that we have established adequate reserves, which are immaterial to the unaudited Condensed Consolidated Financial Statements, for potential liabilities and indemnifications related to our divested businesses. Moreover, we do not expect any liability that we may have for these retained liabilities, or any indemnification liability, to materially exceed amounts accrued. | |
Contingent Obligations Related to Milk Supply Arrangements — In connection with our acquisition of Legacy Dean, we purchased Dairy Farmers of America’s (“DFA”) 33.8% interest in our operations in 2001. In connection with that transaction, we issued a contingent, subordinated promissory note to DFA in the original principal amount of $40 million. The promissory note has a 20-year term and bears interest based on the consumer price index. Interest will not be paid in cash but will be added to the principal amount of the note annually, up to a maximum principal amount of $96 million. We may prepay the note in whole or in part at any time, without penalty. The note will only become payable if we materially breach or terminate one of our related milk supply agreements with DFA without renewal or replacement. Otherwise, the note will expire in 2021, without any obligation to pay any portion of the principal or interest. Payments made under the note, if any, would be expensed as incurred. We have not terminated, and we have not materially breached, any of our milk supply agreements with DFA related to the promissory note. We have previously terminated unrelated supply agreements with respect to several plants that were supplied by DFA. In connection with our goals of accelerated cost control and increased supply chain efficiency, we continue to evaluate our sources of raw milk supply. | |
Insurance — We use a combination of insurance and self-insurance for a number of risks, including property, workers’ compensation, general liability, automobile liability, product liability and employee health care utilizing high deductibles. Deductibles vary due to insurance market conditions and risk. Liabilities associated with these risks are estimated considering historical claims experience and other actuarial assumptions. Based on current information, we believe that we have established adequate reserves to cover these claims. | |
Lease and Purchase Obligations — We lease certain property, plant and equipment used in our operations under both capital and operating lease agreements. Such leases, which are primarily for machinery, equipment and vehicles, have lease terms ranging from one to 20 years. We had an immaterial amount of capital lease obligations as of March 31, 2014 and December 31, 2013. Certain of the operating lease agreements require the payment of additional rentals for maintenance, along with additional rentals based on miles driven or units produced. Certain leases require us to guarantee a minimum value of the leased asset at the end of the lease. Our maximum exposure under those guarantees is not a material amount. | |
We have entered into various contracts, in the normal course of business, obligating us to purchase minimum quantities of raw materials used in our production and distribution processes, including conventional raw milk, diesel fuel, sugar and other ingredients that are inputs into our finished products. We enter into these contracts from time to time to ensure a sufficient supply of raw ingredients. In addition, we have contractual obligations to purchase various services that are part of our production process. | |
Litigation, Investigations and Audits | |
Tennessee Retailer and Indirect Purchaser Actions | |
A putative class action antitrust complaint (the “retailer action”) was filed on August 9, 2007 in the United States District Court for the Eastern District of Tennessee. Plaintiffs allege generally that we, either acting alone or in conjunction with others in the milk industry who are also defendants in the retailer action, lessened competition in the Southeastern United States for the sale of processed fluid Grade A milk to retail outlets and other customers, and that the defendants’ conduct also artificially inflated wholesale prices for direct milk purchasers. Defendants’ motion for summary judgment in the retailer action was granted in part and denied in part in August 2010. Defendants filed a motion for reconsideration, renewed their request for summary judgment in September 2010. In March 2012, the Court granted summary judgment in favor of defendants as to all remaining counts and entered judgment in favor of all defendants, including the Company. Plaintiffs appealed the court’s decision in April 2012. Briefing on the appeal was completed in April 2013, and oral argument occurred in July 2013. In January 2014, the appeals court reversed the judgment for the defendants, including the Company, on one of the original five counts in the Tennessee retailer action. In February 2014, the Company requested that the Sixth Circuit Court of Appeals consider its decision en banc; the Sixth Circuit declined to do so. The Company intends to file a petition to the U.S. Supreme Court for review of the case. The Sixth Circuit returned the case to the trial court for further proceedings. | |
On June 29, 2009, another putative class action lawsuit was filed in the Eastern District of Tennessee, Greeneville Division, on behalf of indirect purchasers of processed fluid Grade A milk (the “indirect purchaser action”). The allegations in this complaint are similar to those in the retailer action, but primarily involve state law claims. Because the allegations in the indirect purchaser action substantially overlap with the allegations in the retailer action, the Court granted the parties’ joint motion to stay all proceedings in the indirect purchaser action pending the outcome of the summary judgment motions in the retailer action. On August 16, 2012, the indirect purchaser plaintiffs voluntarily dismissed their lawsuit. On January 17, 2013, these same plaintiffs filed a new lawsuit in the Eastern District of Tennessee, Greeneville Division, on behalf of a putative class of indirect purchasers of processed fluid Grade A milk (the “2013 indirect purchaser action”). The allegations are similar to those in the voluntarily dismissed indirect purchaser action, but involve only claims arising under Tennessee law. The Company filed a motion to dismiss on April 30, 2013. On June 14, 2013, the indirect purchaser plaintiffs responded to the Company’s motion to dismiss and filed an amended complaint. On July 1, 2013, the Company filed a motion to dismiss the amended complaint. Briefing on the motion to dismiss was completed on August 15, 2013. | |
At this time, it is not possible for us to predict the ultimate outcome of these matters. | |
In addition to the pending legal proceedings set forth above, we are party from time to time to certain claims, litigations, audits and investigations. Potential liabilities associated with these other matters are not expected to have a material adverse impact on our financial position, results of operations or cash flows. | |
Other | |
In late 2013, we either settled or entered into settlement negotiations with the vast majority of states in regards to our obligations under state unclaimed property laws, the results of which did not have a material adverse impact on our financial position, results of operations or cash flows. |
Segment_Geographic_and_Custome
Segment, Geographic and Customers Information | 3 Months Ended |
Mar. 31, 2014 | |
Segment Reporting [Abstract] | ' |
Segment, Geographic and Customers Information | ' |
Segment, Geographic and Customers Information | |
We operate as a single reportable segment in manufacturing, marketing, selling and distributing a wide variety of branded and private label dairy case products. We operate 72 manufacturing facilities geographically located largely based on local and regional customer needs and other market factors. We manufacture, market and distribute a wide variety of branded and private label dairy case products, including milk, ice cream, cultured dairy products, creamers, ice cream mix and other dairy products to retailers, distributors, foodservice outlets, educational institutions and governmental entities across the United States. Our products are primarily delivered through what we believe to be one of the most extensive refrigerated direct store delivery (“DSD”) systems in the United States. Our Chief Executive Officer evaluates the performance of our business based on sales and operating income or loss before gains and losses on the sale of businesses, facility closing and reorganization costs, litigation settlements, impairments of long-lived assets and other non-recurring gains and losses. | |
In connection with the WhiteWave separation in 2013, all segment results herein have been recast and present results on a comparable basis under a single reportable segment. | |
Geographic Information — Net sales related to our foreign operations comprised less than 1% of our consolidated net sales during the three months ended March 31, 2014 and 2013. None of our long-lived assets are associated with our foreign operations. | |
Significant Customers — Our largest customer accounted for approximately 17% and 23% of our consolidated net sales in the three months ended March 31, 2014 and 2013, respectively. |
General_Policies
General (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Nature of Our Business | ' |
Nature of Our Business — We are a leading food and beverage company and the largest processor and direct-to-store distributor of milk and other dairy and dairy case products in the United States. We have aligned our leadership teams, operating strategies and supply chain initiatives under a single operating and reportable segment. We 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 local and regional dairy brands and a wide array of private labels. We also produce and distribute Tru Moo®, which is our nationally branded, reformulated flavored milk, as well as juices, teas, bottled water and other products. | |
Basis of Presentation | ' |
Basis of Presentation — The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q have been prepared on the same basis as the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Annual Report on Form 10-K”), which we filed with the Securities and Exchange Commission on February 24, 2014. In our opinion, we have made all necessary adjustments (which include only normal recurring adjustments) to present fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. Our results of operations for the three month period ended March 31, 2014 may not be indicative of our operating results for the full year. The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements contained in our 2013 Annual Report on Form 10-K. | |
In August 2013, we effected a 1-for-2 reverse stock split of our issued common stock. Each stockholder’s percentage ownership and proportional voting power remained unchanged as a result of the reverse stock split. All applicable share data, per share amounts and related information in the unaudited Condensed Consolidated Financial Statements and notes thereto have been adjusted retroactively to give effect to the 1-for-2 reverse stock split. | |
Due to the separation of The WhiteWave Foods Company (“WhiteWave”) in 2013, WhiteWave operating results are presented as discontinued operations and all intersegment sales between WhiteWave and us, previously recorded as intersegment sales and eliminated in consolidation prior to the disposition, are now third-party sales that, along with their related costs, are no longer eliminated in consolidation. Operating results herein for the first quarter ended March 31, 2013 have been recast to present results on a comparable basis. | |
Unless otherwise indicated, references in this report to “we,” “us” or “our” refer to Dean Foods Company and its subsidiaries, taken as a whole. | |
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements — On April 10, 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. We are required to adopt the standard prospectively to new disposals and new classifications of disposal groups as held for sale beginning the first quarter of 2015. We do not expect the adoption of this standard to have a material impact on our unaudited Condensed Consolidated Financial Statements. | |
Asset Impairment Charges | ' |
Asset Impairment Charges | |
We evaluate our long-lived assets for impairment when circumstances indicate that the carrying value may not be recoverable. Indicators of impairment could include, among other factors, significant changes in the business environment or the planned closure of a facility. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. As a result of certain changes to our business and plans for consolidating our production network, we evaluated the impact that we expect these changes to have on our projected future cash flows as of March 31, 2014. | |
Testing the assets for recoverability involved developing estimates of future cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the assets. The inputs for the fair value calculations were based on assessment of an individual asset’s alternative use within other production facilities, evaluation of recent market data and historical liquidation sales values for similar assets. As the inputs into these calculations are largely based on management’s judgments and are not generally observable in active markets, we consider such measurements to be Level 3 measurements in the fair value hierarchy. See Note 6. | |
There was no impairment of our plant, property and equipment or intangible assets identified for the three months ended March 31, 2014. As of March 31, 2013, the results of our analysis indicated an impairment of our plant, property and equipment of $27.5 million and impairment related to certain intangible assets of approximately $6.4 million. All of these charges were recorded in the impairment of long-lived assets line item in our unaudited Condensed Consolidated Statements of Operations. 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. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) (White Wave And Morningstar, Operating Expense) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
White Wave And Morningstar | Operating Expense | ' | ||||||||||||
Discontinued Operations | ' | ||||||||||||
The following is a summary of operating results and certain other directly attributable expenses, including interest expense, which are included in discontinued operations for the three months ended March 31, 2013: | |||||||||||||
WhiteWave | Morningstar | Total | |||||||||||
(In thousands) | |||||||||||||
Operations: | |||||||||||||
Net sales | $ | 586,346 | $ | 5,919 | $ | 592,265 | |||||||
Income before income taxes | 37,150 | 609 | 37,759 | ||||||||||
Income tax | (12,875 | ) | (232 | ) | (13,107 | ) | |||||||
Net income | $ | 24,275 | $ | 377 | $ | 24,652 | |||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories, Net of Reserves | ' | |||||||
Inventories, net of obsolescence reserves of $0.4 million and $0.8 million at March 31, 2014 and December 31, 2013, respectively, consisted of the following: | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
(In thousands) | ||||||||
Raw materials and supplies | $ | 112,381 | $ | 103,023 | ||||
Finished goods | 173,710 | 159,835 | ||||||
Total | $ | 286,091 | $ | 262,858 | ||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill | ' | |||||||||||||||||||||||
The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of March 31, 2014 and December 31, 2013 are as follows: | ||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Intangible assets with indefinite lives: | ||||||||||||||||||||||||
Trademarks | $ | 221,681 | $ | — | $ | 221,681 | $ | 221,681 | $ | — | $ | 221,681 | ||||||||||||
Intangible assets with finite lives: | ||||||||||||||||||||||||
Customer-related and other | 49,225 | (29,219 | ) | 20,006 | 49,225 | (28,575 | ) | 20,650 | ||||||||||||||||
Trademarks | 8,096 | (5,097 | ) | 2,999 | 8,096 | (5,002 | ) | 3,094 | ||||||||||||||||
Total | $ | 279,002 | $ | (34,316 | ) | $ | 244,686 | $ | 279,002 | $ | (33,577 | ) | $ | 245,425 | ||||||||||
Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense | ' | |||||||||||||||||||||||
Estimated aggregate intangible asset amortization expense for the next five years is as follows (in millions): | ||||||||||||||||||||||||
2014 | $ | 2.9 | ||||||||||||||||||||||
2015 | 2.9 | |||||||||||||||||||||||
2016 | 2.8 | |||||||||||||||||||||||
2017 | 2.2 | |||||||||||||||||||||||
2018 | 2 | |||||||||||||||||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||
Schedule of Debt Instruments | ' | |||||||||||||||||||
Our outstanding debt as of March 31, 2014 and December 31, 2013 consisted of the following: | ||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||||||
Amount | Interest | Amount | Interest | |||||||||||||||||
Outstanding | Rate | Outstanding | Rate | |||||||||||||||||
(In thousands, except percentages) | ||||||||||||||||||||
Dean Foods Company debt obligations: | ||||||||||||||||||||
Senior secured credit facility | $ | 328,940 | 1.67 | %* | $ | 50,250 | 1.67 | %* | ||||||||||||
Senior notes due 2016 | 475,637 | 7 | 475,579 | 7 | ||||||||||||||||
Senior notes due 2018 | 23,812 | 9.75 | 23,812 | 9.75 | ||||||||||||||||
828,389 | 549,641 | |||||||||||||||||||
Subsidiary debt obligations: | ||||||||||||||||||||
Senior notes due 2017 | 133,317 | 6.9 | 132,808 | 6.9 | ||||||||||||||||
Receivables-backed facility | — | — | 213,000 | 1.19 | ||||||||||||||||
Capital lease and other | 1,649 | — | 1,813 | — | ||||||||||||||||
134,966 | 347,621 | |||||||||||||||||||
963,355 | 897,262 | |||||||||||||||||||
Less current portion | (698 | ) | (698 | ) | ||||||||||||||||
Total long-term portion | $ | 962,657 | $ | 896,564 | ||||||||||||||||
* Represents a weighted average rate, including applicable interest rate margins, for the credit facility. | ||||||||||||||||||||
Schedule of Maturities of Long-Term Debt | ' | |||||||||||||||||||
The scheduled maturities of long-term debt at March 31, 2014 were as follows (in thousands): | ||||||||||||||||||||
2014 | $ | 534 | ||||||||||||||||||
2015 | 677 | |||||||||||||||||||
2016 | 476,627 | |||||||||||||||||||
2017 | 142,000 | |||||||||||||||||||
2018 | 352,752 | |||||||||||||||||||
Thereafter | — | |||||||||||||||||||
Subtotal | 972,590 | |||||||||||||||||||
Less discounts | (9,235 | ) | ||||||||||||||||||
Total outstanding debt | $ | 963,355 | ||||||||||||||||||
Condensed Consolidating Balance Sheet | ' | |||||||||||||||||||
Therefore, the activity and balances allocated to discontinued operations related to WhiteWave have been recast in the tables below for all periods presented to include WhiteWave and its subsidiaries in the non-guarantor column as these parties are no longer guarantors of the 2016 or 2018 senior notes. | ||||||||||||||||||||
Unaudited Condensed Consolidating Balance Sheet as of March 31, 2014 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | 39,591 | $ | 7,208 | $ | 10,952 | $ | — | $ | 57,751 | ||||||||||
Receivables, net | 2,723 | 86,383 | 686,162 | — | 775,268 | |||||||||||||||
Income tax receivable | 31,885 | 6,352 | — | — | 38,237 | |||||||||||||||
Inventories | — | 286,091 | — | — | 286,091 | |||||||||||||||
Intercompany receivables | — | 5,776,059 | — | (5,776,059 | ) | — | ||||||||||||||
Other current assets | 2,650 | 82,391 | 317 | — | 85,358 | |||||||||||||||
Total current assets | 76,849 | 6,244,484 | 697,431 | (5,776,059 | ) | 1,242,705 | ||||||||||||||
Property, plant and equipment, net | — | 1,202,653 | 101 | — | 1,202,754 | |||||||||||||||
Goodwill | — | 86,841 | — | — | 86,841 | |||||||||||||||
Identifiable intangible and other assets, net | 77,523 | 253,561 | 58 | — | 331,142 | |||||||||||||||
Investment in subsidiaries | 6,635,247 | 51,762 | — | (6,687,009 | ) | — | ||||||||||||||
Total | $ | 6,789,619 | $ | 7,839,301 | $ | 697,590 | $ | (12,463,068 | ) | $ | 2,863,442 | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable and accrued expenses | $ | 50,738 | $ | 751,632 | $ | 194 | $ | (173 | ) | $ | 802,391 | |||||||||
Intercompany payables | 5,130,473 | — | 645,413 | (5,775,886 | ) | — | ||||||||||||||
Current portion of debt | — | 698 | — | — | 698 | |||||||||||||||
Current portion of litigation settlements | 18,605 | — | — | — | 18,605 | |||||||||||||||
Total current liabilities | 5,199,816 | 752,330 | 645,607 | (5,776,059 | ) | 821,694 | ||||||||||||||
Long-term debt | 828,389 | 134,268 | — | — | 962,657 | |||||||||||||||
Other long-term liabilities | 50,602 | 317,456 | 221 | — | 368,279 | |||||||||||||||
Long-term litigation settlements | 34,494 | — | — | — | 34,494 | |||||||||||||||
Total stockholders’ equity | 676,318 | 6,635,247 | 51,762 | (6,687,009 | ) | 676,318 | ||||||||||||||
Total | $ | 6,789,619 | $ | 7,839,301 | $ | 697,590 | $ | (12,463,068 | ) | $ | 2,863,442 | |||||||||
Unaudited Condensed Consolidating Balance Sheet as of December 31, 2013 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | (12,289 | ) | $ | 17,433 | $ | 11,618 | $ | — | $ | 16,762 | |||||||||
Receivables, net | 1,932 | 72,660 | 677,642 | — | 752,234 | |||||||||||||||
Income tax receivable | 10,374 | 5,541 | — | — | 15,915 | |||||||||||||||
Inventories | — | 262,858 | — | — | 262,858 | |||||||||||||||
Intercompany receivables | — | 5,728,284 | (1 | ) | (5,728,283 | ) | — | |||||||||||||
Other current assets | 6,944 | 95,927 | 58 | — | 102,929 | |||||||||||||||
Total current assets | 6,961 | 6,182,703 | 689,317 | (5,728,283 | ) | 1,150,698 | ||||||||||||||
Property, plant and equipment, net | — | 1,215,888 | 159 | — | 1,216,047 | |||||||||||||||
Goodwill | — | 86,841 | — | — | 86,841 | |||||||||||||||
Identifiable intangible and other assets, net | 90,269 | 258,109 | 81 | — | 348,459 | |||||||||||||||
Investment in subsidiaries | 6,633,000 | 72,345 | — | (6,705,345 | ) | — | ||||||||||||||
Total | $ | 6,730,230 | $ | 7,815,886 | $ | 689,557 | $ | (12,433,628 | ) | $ | 2,802,045 | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable and accrued expenses | $ | 47,284 | $ | 713,625 | $ | 554 | $ | (175 | ) | $ | 761,288 | |||||||||
Intercompany payables | 5,304,051 | — | 424,057 | (5,728,108 | ) | — | ||||||||||||||
Current portion of debt | — | 698 | — | — | 698 | |||||||||||||||
Current portion of litigation settlements | 19,101 | — | — | — | 19,101 | |||||||||||||||
Total current liabilities | 5,370,436 | 714,323 | 424,611 | (5,728,283 | ) | 781,087 | ||||||||||||||
Long-term debt | 549,641 | 133,923 | 213,000 | — | 896,564 | |||||||||||||||
Other long-term liabilities | 59,764 | 314,149 | 92 | — | 374,005 | |||||||||||||||
Long-term litigation settlements | 36,074 | — | — | — | 36,074 | |||||||||||||||
Total stockholders’ equity | 714,315 | 6,653,491 | 51,854 | (6,705,345 | ) | 714,315 | ||||||||||||||
Total | $ | 6,730,230 | $ | 7,815,886 | $ | 689,557 | $ | (12,433,628 | ) | $ | 2,802,045 | |||||||||
Condensed Consolidating Statement of Operations | ' | |||||||||||||||||||
Unaudited Condensed Consolidating Statement of Comprehensive Income | ||||||||||||||||||||
for the Three Months Ended March 31, 2014 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Net sales | $ | — | $ | 2,338,054 | $ | 2,986 | $ | — | $ | 2,341,040 | ||||||||||
Cost of sales | — | 1,922,473 | 2,392 | — | 1,924,865 | |||||||||||||||
Gross profit | — | 415,581 | 594 | — | 416,175 | |||||||||||||||
Selling and distribution | — | 339,079 | 300 | — | 339,379 | |||||||||||||||
General and administrative | (167 | ) | 71,867 | 599 | — | 72,299 | ||||||||||||||
Amortization of intangibles | — | 744 | — | — | 744 | |||||||||||||||
Facility closing and reorganization costs | — | 977 | — | — | 977 | |||||||||||||||
Litigation settlements | (2,521 | ) | — | — | — | (2,521 | ) | |||||||||||||
Interest expense | 10,605 | 2,982 | 1,436 | — | 15,023 | |||||||||||||||
Other (income) expense, net | 300 | 169 | (790 | ) | — | (321 | ) | |||||||||||||
Loss from continuing operations before income taxes and equity in loss of subsidiaries | (8,217 | ) | (237 | ) | (951 | ) | — | (9,405 | ) | |||||||||||
Income tax expense (benefit) | (921 | ) | 1,443 | (135 | ) | — | 387 | |||||||||||||
Income before equity in earnings (loss) of subsidiaries | (7,296 | ) | (1,680 | ) | (816 | ) | — | (9,792 | ) | |||||||||||
Equity in loss of consolidated subsidiaries | (2,496 | ) | (816 | ) | — | 3,312 | — | |||||||||||||
Loss from continuing operations | (9,792 | ) | (2,496 | ) | (816 | ) | 3,312 | (9,792 | ) | |||||||||||
Gain on sale of discontinued operations, net of tax | 836 | — | — | — | 836 | |||||||||||||||
Net loss attributable to Dean Foods Company | (8,956 | ) | (2,496 | ) | (816 | ) | 3,312 | (8,956 | ) | |||||||||||
Other comprehensive income, net of tax, attributable to Dean Foods Company | 422 | 47 | 555 | — | 1,024 | |||||||||||||||
Comprehensive loss attributable to Dean Foods Company | $ | (8,534 | ) | $ | (2,449 | ) | $ | (261 | ) | $ | 3,312 | $ | (7,932 | ) | ||||||
Unaudited Condensed Consolidating Statement of Comprehensive Income | ||||||||||||||||||||
for the Three Months Ended March 31, 2013 | ||||||||||||||||||||
Parent | Guarantor | Non- | Eliminations | Consolidated | ||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Net sales | $ | — | $ | 2,289,172 | $ | 3,258 | $ | — | $ | 2,292,430 | ||||||||||
Cost of sales | — | 1,794,893 | 2,305 | — | 1,797,198 | |||||||||||||||
Gross profit | — | 494,279 | 953 | — | 495,232 | |||||||||||||||
Selling and distribution | — | 339,734 | 263 | — | 339,997 | |||||||||||||||
General and administrative | (3 | ) | 84,480 | 487 | — | 84,964 | ||||||||||||||
Amortization of intangibles | — | 950 | — | — | 950 | |||||||||||||||
Facility closing and reorganization costs | — | 5,610 | — | — | 5,610 | |||||||||||||||
Impairment of long-lived assets | — | 30,501 | 3,414 | — | 33,915 | |||||||||||||||
Interest expense | 55,692 | 2,885 | 1,072 | — | 59,649 | |||||||||||||||
Other (income) expense, net | — | 362 | (197 | ) | — | 165 | ||||||||||||||
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries | (55,689 | ) | 29,757 | (4,086 | ) | — | (30,018 | ) | ||||||||||||
Income tax expense (benefit) | (20,309 | ) | 12,695 | (1,664 | ) | — | (9,278 | ) | ||||||||||||
Income (loss) before equity in earnings (loss) of subsidiaries | (35,380 | ) | 17,062 | (2,422 | ) | — | (20,740 | ) | ||||||||||||
Equity in earnings (loss) of consolidated subsidiaries | 527,985 | (2,545 | ) | — | (525,440 | ) | — | |||||||||||||
Income (loss) from continuing operations | 492,605 | 14,517 | (2,422 | ) | (525,440 | ) | (20,740 | ) | ||||||||||||
Income from discontinued operations, net of tax | — | — | 24,652 | — | 24,652 | |||||||||||||||
Gain (loss) on sale of discontinued operations, net of tax | — | 491,888 | (3 | ) | — | 491,885 | ||||||||||||||
Net income | 492,605 | 506,405 | 22,227 | (525,440 | ) | 495,797 | ||||||||||||||
Net loss attributable to non-controlling interest | — | — | (3,192 | ) | — | (3,192 | ) | |||||||||||||
Net income attributable to Dean Foods Company | 492,605 | 506,405 | 19,035 | (525,440 | ) | 492,605 | ||||||||||||||
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company | 22,055 | 141 | (11,889 | ) | — | 10,307 | ||||||||||||||
Comprehensive income attributable to Dean Foods Company | $ | 514,660 | $ | 506,546 | $ | 7,146 | $ | (525,440 | ) | $ | 502,912 | |||||||||
Unaudited Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||
for the Three Months Ended March 31, 2014 | ||||||||||||||||||||
Parent | Guarantor | Non- | Consolidated | |||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | (19,373 | ) | $ | 61,972 | $ | (9,800 | ) | $ | 32,799 | ||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Payments for property, plant and equipment | — | (28,035 | ) | — | (28,035 | ) | ||||||||||||||
Proceeds from sale of fixed assets | — | 1,372 | — | 1,372 | ||||||||||||||||
Net cash used in investing activities | — | (26,663 | ) | — | (26,663 | ) | ||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Repayments of debt | — | (164 | ) | — | (164 | ) | ||||||||||||||
Proceeds from senior secured revolver | 701,795 | — | — | 701,795 | ||||||||||||||||
Payments for senior secured revolver | (423,105 | ) | — | — | (423,105 | ) | ||||||||||||||
Proceeds from receivables-backed facility | — | — | 501,000 | 501,000 | ||||||||||||||||
Payments for receivables-backed facility | — | — | (714,000 | ) | (714,000 | ) | ||||||||||||||
Common stock repurchase | (25,000 | ) | — | — | (25,000 | ) | ||||||||||||||
Cash dividend paid | (6,543 | ) | — | — | (6,543 | ) | ||||||||||||||
Issuance of common stock, net of share repurchases | 869 | — | — | 869 | ||||||||||||||||
Tax savings on share-based compensation | 259 | — | — | 259 | ||||||||||||||||
Intercompany | (177,022 | ) | (45,370 | ) | 222,392 | — | ||||||||||||||
Net cash provided by (used in) financing activities | 71,253 | (45,534 | ) | 9,392 | 35,111 | |||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | (258 | ) | (258 | ) | ||||||||||||||
Increase (decrease) in cash and cash equivalents | 51,880 | (10,225 | ) | (666 | ) | 40,989 | ||||||||||||||
Cash and cash equivalents, beginning of period | (12,289 | ) | 17,433 | 11,618 | 16,762 | |||||||||||||||
Cash and cash equivalents, end of period | $ | 39,591 | $ | 7,208 | $ | 10,952 | $ | 57,751 | ||||||||||||
Condensed Consolidating Statement of Cash Flows | ' | |||||||||||||||||||
Unaudited Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||
for the Three Months Ended March 31, 2014 | ||||||||||||||||||||
Parent | Guarantor | Non- | Consolidated | |||||||||||||||||
Subsidiaries | Guarantor | Totals | ||||||||||||||||||
Subsidiaries | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | (19,373 | ) | $ | 61,972 | $ | (9,800 | ) | $ | 32,799 | ||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Payments for property, plant and equipment | — | (28,035 | ) | — | (28,035 | ) | ||||||||||||||
Proceeds from sale of fixed assets | — | 1,372 | — | 1,372 | ||||||||||||||||
Net cash used in investing activities | — | (26,663 | ) | — | (26,663 | ) | ||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Repayments of debt | — | (164 | ) | — | (164 | ) | ||||||||||||||
Proceeds from senior secured revolver | 701,795 | — | — | 701,795 | ||||||||||||||||
Payments for senior secured revolver | (423,105 | ) | — | — | (423,105 | ) | ||||||||||||||
Proceeds from receivables-backed facility | — | — | 501,000 | 501,000 | ||||||||||||||||
Payments for receivables-backed facility | — | — | (714,000 | ) | (714,000 | ) | ||||||||||||||
Common stock repurchase | (25,000 | ) | — | — | (25,000 | ) | ||||||||||||||
Cash dividend paid | (6,543 | ) | — | — | (6,543 | ) | ||||||||||||||
Issuance of common stock, net of share repurchases | 869 | — | — | 869 | ||||||||||||||||
Tax savings on share-based compensation | 259 | — | — | 259 | ||||||||||||||||
Intercompany | (177,022 | ) | (45,370 | ) | 222,392 | — | ||||||||||||||
Net cash provided by (used in) financing activities | 71,253 | (45,534 | ) | 9,392 | 35,111 | |||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | (258 | ) | (258 | ) | ||||||||||||||
Increase (decrease) in cash and cash equivalents | 51,880 | (10,225 | ) | (666 | ) | 40,989 | ||||||||||||||
Cash and cash equivalents, beginning of period | (12,289 | ) | 17,433 | 11,618 | 16,762 | |||||||||||||||
Cash and cash equivalents, end of period | $ | 39,591 | $ | 7,208 | $ | 10,952 | $ | 57,751 | ||||||||||||
Unaudited Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||
for the Three Months Ended March 31, 2013 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | Totals | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities — continuing operations | $ | (12,739 | ) | $ | (92,563 | ) | $ | 13,843 | $ | (91,459 | ) | |||||||||
Net cash provided by operating activities — discontinued operations | — | — | (14,046 | ) | (14,046 | ) | ||||||||||||||
Net cash provided by operating activities | (12,739 | ) | (92,563 | ) | (203 | ) | (105,505 | ) | ||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Payments for property, plant and equipment | (40 | ) | (15,761 | ) | — | (15,801 | ) | |||||||||||||
Proceeds from sale of fixed assets | — | 1,397 | — | 1,397 | ||||||||||||||||
Net cash provided by (used in) investing activities — continuing operations | (40 | ) | (14,364 | ) | — | (14,404 | ) | |||||||||||||
Net cash used in investing activities — discontinued operations | 1,441,323 | — | (20,480 | ) | 1,420,843 | |||||||||||||||
Net cash provided by (used in) investing activities | 1,441,283 | (14,364 | ) | (20,480 | ) | 1,406,439 | ||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Repayments of Dean Foods Company senior secured term loan debt | (1,027,197 | ) | — | — | (1,027,197 | ) | ||||||||||||||
Proceeds from senior secured revolver | 154,250 | — | — | 154,250 | ||||||||||||||||
Payments for senior secured revolver | (396,350 | ) | — | — | (396,350 | ) | ||||||||||||||
Proceeds from receivables-backed facility | — | — | 220,000 | 220,000 | ||||||||||||||||
Payments for receivables-backed facility | — | — | (220,000 | ) | (220,000 | ) | ||||||||||||||
Payment of financing costs | (575 | ) | — | — | (575 | ) | ||||||||||||||
Issuance of common stock, net of share repurchases for withholding taxes | (753 | ) | — | — | (753 | ) | ||||||||||||||
Tax savings on share-based compensation | 232 | — | — | 232 | ||||||||||||||||
Net change in intercompany balances | (169,985 | ) | 113,616 | 56,369 | — | |||||||||||||||
Net cash provided by (used in) financing activities — continuing operations | (1,440,378 | ) | 113,616 | 56,369 | (1,270,393 | ) | ||||||||||||||
Net cash used in financing activities — discontinued operations | — | — | (36,500 | ) | (36,500 | ) | ||||||||||||||
Net cash provided by (used in) financing activities | (1,440,378 | ) | 113,616 | 19,869 | (1,306,893 | ) | ||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | 371 | 371 | ||||||||||||||||
Increase (decrease) in cash and cash equivalents | (11,834 | ) | 6,689 | (443 | ) | (5,588 | ) | |||||||||||||
Cash and cash equivalents, beginning of period | 15,242 | — | 9,415 | 24,657 | ||||||||||||||||
Cash and cash equivalents, end of period | $ | 3,408 | $ | 6,689 | $ | 8,972 | $ | 19,069 | ||||||||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments and Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||||
Derivatives Recorded at Fair Value in Unaudited Condensed Consolidated Balance Sheets | ' | |||||||||||||||
At March 31, 2014 and December 31, 2013, our derivatives recorded at fair value in our unaudited Condensed Consolidated Balance Sheets consisted of the following: | ||||||||||||||||
Derivative Assets | Derivative Liabilities | |||||||||||||||
31-Mar-14 | 31-Dec-13 | 31-Mar-14 | 31-Dec-13 | |||||||||||||
(In thousands) | ||||||||||||||||
Derivatives Designated as Hedging Instruments | ||||||||||||||||
Commodities contracts — current(1) | $ | — | $ | 714 | $ | — | $ | 204 | ||||||||
Derivatives not Designated as Hedging Instruments | ||||||||||||||||
Commodities contracts — current(1) | 1,004 | 255 | 32 | 114 | ||||||||||||
Total derivatives | $ | 1,004 | $ | 969 | $ | 32 | $ | 318 | ||||||||
-1 | Derivative assets and liabilities that have settlement dates equal to or less than 12 months from the respective balance sheet date are included in other current assets and accounts payable and accrued expenses, respectively, in our unaudited Condensed Consolidated Balance Sheets. | |||||||||||||||
Gains and Losses on Derivatives Designated as Cash Flow Hedges | ' | |||||||||||||||
Gains and losses on derivatives designated as cash flow hedges were reclassified from accumulated other comprehensive income to operating income for the three months ended March 31, 2013 as follows (in thousands): | ||||||||||||||||
Losses on interest rate swap contracts(1) | $ | 31,408 | ||||||||||||||
Losses on commodities contracts(2) | 321 | |||||||||||||||
(Gains) losses on foreign currency contracts(3) | (78 | ) | ||||||||||||||
-1 | Recorded in interest expense in our unaudited Condensed Consolidated Statements of Operations. | |||||||||||||||
-2 | Recorded in distribution expense or cost of sales, depending on commodity type, in our unaudited Condensed Consolidated Statements of Operations. | |||||||||||||||
-3 | Recorded in cost of sales in our unaudited Condensed Consolidated Statements of Operations. | |||||||||||||||
Summary of Derivative Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | |||||||||||||||
A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of March 31, 2014 is as follows (in thousands): | ||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
as of March 31, | ||||||||||||||||
2014 | ||||||||||||||||
Asset — Commodities contracts | $ | 1,004 | $ | — | $ | 1,004 | $ | — | ||||||||
Liability — Commodities contracts | 32 | — | 32 | — | ||||||||||||
A summary of our derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 is as follows (in thousands): | ||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
as of | ||||||||||||||||
December 31, | ||||||||||||||||
2013 | ||||||||||||||||
Asset — Commodities contracts | $ | 969 | $ | — | $ | 969 | $ | — | ||||||||
Liability — Commodities contracts | 318 | — | 318 | — | ||||||||||||
Carrying Value and Fair Value of Senior Notes and Subsidiary Senior Notes | ' | |||||||||||||||
The following table presents the carrying values and fair values of our senior and subsidiary senior notes at March 31, 2014 and December 31, 2013: | ||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||
(In thousands) | ||||||||||||||||
Subsidiary senior notes due 2017 | $ | 133,317 | $ | 154,070 | $ | 132,808 | $ | 153,005 | ||||||||
Dean Foods Company senior notes due 2016 | 475,637 | 522,616 | 475,579 | 527,378 | ||||||||||||
Dean Foods Company senior notes due 2018 | 23,812 | 26,908 | 23,812 | 26,908 | ||||||||||||
Summary of SERP Assets Measured at Fair Value on Recurring Basis | ' | |||||||||||||||
The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of March 31, 2014 (in thousands): | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Money market | $ | 4 | $ | — | $ | 4 | $ | — | ||||||||
Mutual funds | 2,152 | — | 2,152 | — | ||||||||||||
The following table presents a summary of the SERP assets measured at fair value on a recurring basis as of December 31, 2013 (in thousands): | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Money market | $ | 5 | $ | — | $ | 5 | $ | — | ||||||||
Mutual funds | 2,103 | — | 2,103 | — | ||||||||||||
Common_Stock_and_ShareBased_Co1
Common Stock and Share-Based Compensation (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||
The following table summarizes stock option activity during the first three months of 2014: | |||||||||||||
Options | Weighted | Weighted | Aggregate | ||||||||||
Average | Average | Intrinsic | |||||||||||
Exercise | Contractual | Value | |||||||||||
Price | Life (Years) | ||||||||||||
Options outstanding at January 1, 2014 | 5,055,035 | $ | 19.35 | ||||||||||
Granted | — | — | |||||||||||
Forfeited and canceled | (45,261 | ) | 19.85 | ||||||||||
Exercised | (171,350 | ) | 14.52 | ||||||||||
Options outstanding at March 31, 2014 | 4,838,424 | $ | 19.51 | 3.42 | $ | 3,293,624 | |||||||
Options exercisable at March 31, 2014 | 4,696,996 | $ | 19.77 | 3.28 | $ | 2,757,231 | |||||||
Summary of Restricted Stock Unit Activity | ' | ||||||||||||
The following table summarizes RSU activity during the first three months of 2014: | |||||||||||||
Employees | Directors | Total | |||||||||||
Stock units outstanding at January 1, 2014 | 680,017 | 96,273 | 776,290 | ||||||||||
Stock units issued | 315,168 | 59,367 | 374,535 | ||||||||||
Shares issued upon vesting of stock units | (173,908 | ) | (42,281 | ) | (216,189 | ) | |||||||
Stock units canceled or forfeited(1) | (73,433 | ) | (780 | ) | (74,213 | ) | |||||||
Stock units outstanding at March 31, 2014 | 747,844 | 112,579 | 860,423 | ||||||||||
Weighted average grant date fair value | $ | 14.56 | $ | 13.75 | $ | 14.46 | |||||||
-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. | ||||||||||||
Summary of Phantom Share Activity | ' | ||||||||||||
The following table summarizes the phantom share activity during the first three months of 2014: | |||||||||||||
Shares | Weighted | ||||||||||||
Average Grant | |||||||||||||
Date Fair Value | |||||||||||||
Outstanding at January 1, 2014 | 1,111,059 | $ | 17.72 | ||||||||||
Granted | 554,185 | 14.16 | |||||||||||
Converted/paid | (529,012 | ) | 17.68 | ||||||||||
Forfeited | (40,579 | ) | 17.69 | ||||||||||
Outstanding at March 31, 2014 | 1,095,653 | $ | 15.94 | ||||||||||
Summary of Share-Based Compensation Expense Recognized | ' | ||||||||||||
The following table summarizes the share-based compensation expense recognized during the three months ended March 31, 2014 and 2013: | |||||||||||||
Three Months Ended | |||||||||||||
March 31 | |||||||||||||
2014 | 2013 | ||||||||||||
(In thousands) | |||||||||||||
Stock Options | $ | 145 | $ | 406 | |||||||||
Stock Units | 1,208 | 1,289 | |||||||||||
Phantom Shares | 342 | 1,616 | |||||||||||
Total | $ | 1,695 | $ | 3,311 | |||||||||
Earnings_Loss_Per_Share_Tables
Earnings (Loss) Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Reconciliation of Numerators and Denominators Used in Computations of Both Basic and Diluted Earnings Per Share | ' | |||||||
The following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS: | ||||||||
Three Months Ended March 31 | ||||||||
2014 | 2013(1) | |||||||
(In thousands, except share data) | ||||||||
Basic earnings (loss) per share computation: | ||||||||
Numerator: | ||||||||
Loss from continuing operations | $ | (9,792 | ) | $ | (20,740 | ) | ||
Denominator: | ||||||||
Average common shares | 94,398,665 | 93,010,596 | ||||||
Basic earnings (loss) per share from continuing operations | $ | (0.10 | ) | $ | (0.22 | ) | ||
Diluted earnings (loss) per share computation: | ||||||||
Numerator: | ||||||||
Loss from continuing operations | $ | (9,792 | ) | $ | (20,740 | ) | ||
Denominator: | ||||||||
Average common shares — basic | 94,398,665 | 93,010,596 | ||||||
Stock option conversion(2) | — | — | ||||||
Stock units(3) | — | — | ||||||
Average common shares — diluted | 94,398,665 | 93,010,596 | ||||||
Diluted earnings (loss) per share from continuing operations | $ | (0.10 | ) | $ | (0.22 | ) | ||
(1) All applicable share data and per share amounts have been adjusted retroactively for the 1-for-2 reverse stock split effected on August 26, 2013. | ||||||||
(2) Anti-dilutive common shares excluded | 4,244,244 | 2,151,899 | ||||||
(3) Anti-dilutive stock units excluded | 297,726 | 544,486 | ||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
Text Block [Abstract] | ' | |||||||||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) by Component, Net of Tax | ' | |||||||||||||||||||
The changes in accumulated other comprehensive income (loss) by component, net of tax, during the three months ended March 31, 2014 were as follows (in thousands): | ||||||||||||||||||||
Changes in | Pension and | Foreign | Total | |||||||||||||||||
Cash Flow | Other | Currency | ||||||||||||||||||
Hedges | Postretirement | Items | ||||||||||||||||||
Benefits Items | ||||||||||||||||||||
Balance, December 31, 2013 | $ | 423 | $ | (57,224 | ) | $ | (389 | ) | $ | (57,190 | ) | |||||||||
Other comprehensive income (loss) before reclassifications | (16 | ) | 1,632 | 555 | $ | 2,171 | ||||||||||||||
Amounts reclassified from accumulated other comprehensive income | (220 | ) | -1 | (927 | ) | -2 | — | $ | (1,147 | ) | ||||||||||
Net current-period other comprehensive income (loss) | (236 | ) | 705 | 555 | 1,024 | |||||||||||||||
Balance, March 31, 2014 | $ | 187 | $ | (56,519 | ) | $ | 166 | $ | (56,166 | ) | ||||||||||
-1 | The accumulated other comprehensive loss component is related to the hedging activity amount at December 31, 2013 that was reclassified to operating income as we de-designated our cash flow hedges. See Note 6. | |||||||||||||||||||
-2 | The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic pension cost. See Note 10. | |||||||||||||||||||
The changes in accumulated other comprehensive income (loss) by component, net of tax, during the three months ended March 31, 2013 were as follows (in thousands): | ||||||||||||||||||||
Changes in | Pension and | Foreign | Total | Non- | ||||||||||||||||
Cash Flow | Other | Currency | controlling | |||||||||||||||||
Hedges | Postretirement | Items | Interest | |||||||||||||||||
Benefits Items | ||||||||||||||||||||
Balance, December 31, 2012 | $ | (58,452 | ) | $ | (105,845 | ) | $ | (22,287 | ) | $ | (186,584 | ) | $ | (3,683 | ) | |||||
Other comprehensive income (loss) before reclassifications | 972 | 4,913 | (12,986 | ) | $ | (7,101 | ) | $ | (2,046 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive income | 19,477 | (2,069 | ) | — | $ | 17,408 | $ | (3 | ) | |||||||||||
Net current-period other comprehensive income (loss) | 20,449 | 2,844 | (12,986 | ) | 10,307 | (2,049 | ) | |||||||||||||
Balance, March 31, 2013 | $ | (38,003 | ) | $ | (103,001 | ) | $ | (35,273 | ) | $ | (176,277 | ) | $ | (5,732 | ) |
Employee_Retirement_and_Postre1
Employee Retirement and Postretirement Benefits (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Defined Benefit Plans | ' | |||||||
Defined Benefit Plan Disclosure [Line Items] | ' | |||||||
Components of Net Periodic Benefit Cost | ' | |||||||
The following table sets forth the components of net periodic benefit cost for our defined benefit plans during the three months ended March 31, 2014 and 2013: | ||||||||
Three Months Ended | ||||||||
March 31 | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Components of net periodic benefit cost: | ||||||||
Service cost | $ | 770 | $ | 923 | ||||
Interest cost | 3,495 | 3,128 | ||||||
Expected return on plan assets | (4,690 | ) | (4,633 | ) | ||||
Amortizations: | ||||||||
Unrecognized transition obligation | — | — | ||||||
Prior service cost | 197 | 198 | ||||||
Unrecognized net loss | 1,276 | 3,098 | ||||||
Net periodic benefit cost | $ | 1,048 | $ | 2,714 | ||||
Postretirement Benefits | ' | |||||||
Defined Benefit Plan Disclosure [Line Items] | ' | |||||||
Components of Net Periodic Benefit Cost | ' | |||||||
The following table sets forth the components of net periodic benefit cost for our postretirement benefit plans during the three months ended March 31, 2014 and 2013: | ||||||||
Three Months Ended | ||||||||
March 31 | ||||||||
2014 | 2013 | |||||||
(In thousands) | ||||||||
Components of net periodic benefit cost: | ||||||||
Service cost | $ | 206 | $ | 204 | ||||
Interest cost | 416 | 306 | ||||||
Amortizations: | ||||||||
Prior service cost | 16 | 6 | ||||||
Unrecognized net loss | 19 | 75 | ||||||
Net periodic benefit cost | $ | 657 | $ | 591 | ||||
Asset_Impairment_Charges_and_F1
Asset Impairment Charges and Facility Closing and Reorganization Costs (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||
Approved Plans and Related Charges | ' | |||||||||||||||
Approved plans within our multi-year initiatives and related charges are summarized as follows: | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31 | ||||||||||||||||
2014 | 2013 | |||||||||||||||
(In thousands) | ||||||||||||||||
Closure of Facilities(1) | $ | 977 | $ | 1,007 | ||||||||||||
Functional Realignment(2) | — | 103 | ||||||||||||||
Field and Functional Reorganization (3) | — | 4,500 | ||||||||||||||
Total | $ | 977 | $ | 5,610 | ||||||||||||
-1 | These charges in 2014 and 2013 primarily relate to facility closures in Riverside, California; Denver, Colorado; Waco, Texas; Springfield, Virginia; Buena Park, California; Evart, Michigan; Bangor, Maine; and Mendon, Massachusetts; as well as other approved closures. We have incurred $39.2 million of charges related to these initiatives to date. We expect to incur additional charges related to these facility closures of approximately $3.9 million, related to contract termination, shutdown and other costs. As we continue the evaluation of our supply chain and distribution network, as well as our accelerated cost reduction efforts, it is likely that we will close additional facilities in the future. | |||||||||||||||
-2 | The Functional Realignment initiative was focused on aligning key functions within our legacy Fresh Dairy Direct operations under a single leadership team and permanently removing costs from the organization. We have incurred total charges of approximately $33.1 million under this initiative to date and we do not expect to incur any material future charges related to this plan. | |||||||||||||||
-3 | The Field and Functional Reorganization initiative streamlined the leadership structure and has enabled faster decision-making and created enhanced opportunities to strategically build our business. We have incurred total charges of $11.3 million under this plan to date, all of which are associated with headcount reductions. We do not currently anticipate incurring any material charges under this plan going forward. | |||||||||||||||
Facility Closing and Reorganization Costs | ' | |||||||||||||||
Activity with respect to facility closing and reorganization costs during the three months ended March 31, 2014 is summarized below and includes items expensed as incurred: | ||||||||||||||||
Accrued | Charges | Payments | Accrued | |||||||||||||
Charges at | Charges at | |||||||||||||||
December 31, | March 31, | |||||||||||||||
2013 | 2014 | |||||||||||||||
(In thousands) | ||||||||||||||||
Cash charges: | ||||||||||||||||
Workforce reduction costs | $ | 9,028 | $ | 453 | $ | (1,285 | ) | $ | 8,196 | |||||||
Shutdown costs | — | 730 | (730 | ) | — | |||||||||||
Lease obligations after shutdown | 8,361 | 158 | (551 | ) | 7,968 | |||||||||||
Other | — | 127 | (127 | ) | — | |||||||||||
Subtotal | $ | 17,389 | 1,468 | $ | (2,693 | ) | $ | 16,164 | ||||||||
Noncash charges: | ||||||||||||||||
Other, net | (491 | ) | ||||||||||||||
Total charges | $ | 977 | ||||||||||||||
General_Additional_Information
General - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | Aug. 26, 2013 | Mar. 31, 2014 |
General [Line Items] | ' | ' |
Proceeds from sale of closed production facilities | ' | $4.50 |
Reverse stock split ratio | 0.5 | ' |
Minimum | ' | ' |
General [Line Items] | ' | ' |
Number of local and regional brands and private labels - more than | ' | 50 |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | |||||||
Mar. 31, 2014 | Mar. 31, 2013 | Jan. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | |
Morningstar | Morningstar | Morningstar | WhiteWave Foods | WhiteWave Foods | IPO [Member] | Spinoff [Member] | Equity Swap [Member] | |||
transaction | WhiteWave Foods | WhiteWave Foods | WhiteWave Foods | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Transactions Related To Spin-Off And Disposal | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' |
Sale of Stock, Percentage of Shares Offered | ' | ' | ' | ' | ' | ' | ' | 13.30% | 66.80% | 19.90% |
Net cash proceed for full repayment of debt | ' | ' | $1,450,000,000 | ' | ' | ' | ' | ' | ' | ' |
Net pre-tax gain related to divestiture | ' | ' | 871,300,000 | ' | ' | ' | ' | ' | ' | ' |
Gain on sale of discontinued operations, net of tax | 836,000 | 491,885,000 | 492,200,000 | ' | ' | ' | ' | ' | ' | ' |
Discontinued operations transaction costs | ' | ' | ' | $0 | $0 | $0 | $3,500,000 | ' | ' | ' |
Discontinued_Operations_And_Di
Discontinued Operations And Divestitures - Summary of Operating Results And Certain Other Directly Attributable Expenses (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Net sales | ' | $592,265 |
Income before income taxes | ' | 37,759 |
Income tax | ' | -13,107 |
Net income | 0 | 24,652 |
WhiteWave Foods | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Net sales | ' | 586,346 |
Income before income taxes | ' | 37,150 |
Income tax | ' | -12,875 |
Net income | ' | 24,275 |
Morningstar | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Net sales | ' | 5,919 |
Income before income taxes | ' | 609 |
Income tax | ' | -232 |
Net income | ' | $377 |
Inventories_Additional_Informa
Inventories - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Inventories, net of reserves | $0.40 | $0.80 |
Inventories_Inventories_Net_of
Inventories - Inventories, Net of Reserves (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials and supplies | $112,381 | $103,023 |
Finished goods | 173,710 | 159,835 |
Total | $286,091 | $262,858 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' |
Goodwill | $86,841 | ' | $86,841 |
Amortization expense on intangible assets | $744 | $950 | ' |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2013 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Intangible assets with finite lives, Gross Carrying Amount | $279,002 | ' | $279,002 |
Intangible assets with finite lives, Accumulated Amortization | -34,316 | ' | -33,577 |
Intangible assets with finite lives, Net Carrying Amount | 244,686 | ' | 245,425 |
Customer-Related and Other | ' | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Intangible assets with finite lives, Gross Carrying Amount | 49,225 | ' | 49,225 |
Intangible assets with finite lives, Accumulated Amortization | -29,219 | ' | -28,575 |
Intangible assets with finite lives, Net Carrying Amount | 20,006 | ' | 20,650 |
Trademarks | ' | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Intangible assets with finite lives, Gross Carrying Amount | 8,096 | ' | 8,096 |
Intangible assets with finite lives, Accumulated Amortization | -5,097 | ' | -5,002 |
Intangible assets with finite lives, Net Carrying Amount | 2,999 | ' | 3,094 |
Trademarks | ' | ' | ' |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Intangible assets with indefinite lives, Gross Carrying Amount | 221,681 | ' | 221,681 |
Intangible assets with indefinite lives, Accumulated Amortization | 0 | 0 | ' |
Intangible assets with indefinite lives, Net Carrying Amount | $221,681 | ' | $221,681 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Estimated Aggregate Finite-Lived Intangible Asset Amortization Expense (Detail) (USD $) | Mar. 31, 2014 |
In Millions, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
2014 | $2.90 |
2015 | 2.9 |
2016 | 2.8 |
2017 | 2.2 |
2018 | $2 |
Debt_Schedule_of_Debt_Instrume
Debt - Schedule of Debt Instruments (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2006 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 16, 2010 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | ||||
In Thousands, unless otherwise specified | Dean Foods Company | Dean Foods Company | Dean Foods Company | Dean Foods Company | Dean Foods Company | Dean Foods Company | Dean Foods Company | Dean Foods Company | Dean Foods Company | Dean Foods Company | Subsidiary Debt Obligation | Subsidiary Debt Obligation | Subsidiary Debt Obligation | Subsidiary Debt Obligation | Subsidiary Debt Obligation | Subsidiary Debt Obligation | Capital lease and other | Capital lease and other | ||||||
Senior secured credit facility | Senior secured credit facility | Senior Notes Due 2016 | Senior Notes Due 2016 | Senior Notes Due 2016 | Senior Notes Due 2018 | Senior Notes Due 2018 | Senior Notes Due 2018 | Receivables Securitization | Receivables Securitization | Senior Notes Due 2017 | Senior Notes Due 2017 | Subsidiary Debt Obligation | Subsidiary Debt Obligation | |||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Credit facility | ' | ' | ' | ' | $328,940 | $50,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Senior notes | ' | ' | ' | ' | ' | ' | 475,637 | 475,579 | ' | 23,812 | 23,812 | ' | ' | ' | ' | ' | 133,317 | 132,808 | ' | ' | ||||
Receivables-back facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 213,000 | ' | ' | ' | ' | ||||
Capital lease and other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,649 | 1,813 | ||||
Debt obligations | 963,355 | 897,262 | 828,389 | 549,641 | ' | ' | ' | ' | ' | ' | ' | ' | 134,966 | 347,621 | ' | ' | ' | ' | ' | ' | ||||
Less current portion | -698 | -698 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total long-term portion | $962,657 | $896,564 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Weighted average rate (percent) | ' | ' | ' | ' | 1.67% | [1] | 1.67% | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.90% | [1] | 6.90% | [1] | ' | ' |
Interest rate (percent) | ' | ' | ' | ' | ' | ' | 7.00% | 7.00% | 7.00% | 9.75% | 9.75% | 9.75% | ' | ' | 0.00% | 1.19% | ' | ' | ' | ' | ||||
[1] | Represents a weighted average rate, including applicable interest rate margins, for the credit facility. |
Debt_Schedule_of_Maturities_of
Debt - Schedule of Maturities of Long-Term Debt (Detail) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | ' |
2014 | $534 |
2015 | 677 |
2016 | 476,627 |
2017 | 142,000 |
2018 | 352,752 |
Thereafter | 0 |
Subtotal | 972,590 |
Less discounts | -9,235 |
Total outstanding debt | $963,355 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | |||||||||||||||||||||
Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | Mar. 31, 2014 | Dec. 16, 2010 | Dec. 31, 2013 | Dec. 31, 2006 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Jul. 31, 2013 | Mar. 31, 2014 | Jul. 31, 2013 | Mar. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2013 | Mar. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2013 | Mar. 31, 2014 | Jul. 31, 2013 | Jul. 31, 2013 | Feb. 29, 2012 | Mar. 31, 2014 | Jul. 11, 2013 | Jul. 11, 2013 | Mar. 31, 2014 | |||||
entity | Senior secured credit facility | Dean Foods Company | Dean Foods Company | Dean Foods Company | Dean Foods Company | Dean Foods Company | Dean Foods Company | Dean Foods Company | Dean Foods Company | Dean Foods Company | Subsidiary Debt Obligation | Subsidiary Debt Obligation | Senior Secured Revolving Credit Facility | Five Year Senior Secured Credit Facility | Five Year Senior Secured Credit Facility | Five Year Senior Secured Credit Facility | Five Year Senior Secured Credit Facility | Five Year Senior Secured Credit Facility | Five Year Senior Secured Credit Facility | Five Year Senior Secured Credit Facility | Five Year Senior Secured Credit Facility | Five Year Senior Secured Credit Facility | Five Year Senior Secured Credit Facility | Five Year Senior Secured Credit Facility | Five Year Senior Secured Credit Facility | Receivables Securitization Facility | Receivables Securitization Facility | Receivables Securitization Facility | Receivables Securitization Facility | Receivables Securitization Facility | ||||||
Senior secured credit facility | Senior secured credit facility | Senior Notes Due 2018 | Senior Notes Due 2018 | Senior Notes Due 2018 | Senior Notes Due 2018 | Senior Notes Due 2016 | Senior Notes Due 2016 | Senior Notes Due 2016 | Senior Notes Due 2017 | Senior Notes Due 2017 | Minimum | Maximum | Maximum | Letter of Credit | Swing Line Loan | Libor Plus Margin | Libor Plus Margin | Libor Plus Margin | Alternate Base Rate Plus Margin | Alternate Base Rate Plus Margin | Alternate Base Rate Plus Margin | installment | Minimum | Maximum | Letter of Credit | |||||||||||
Minimum | Maximum | Minimum | Maximum | |||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Loan term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Amount borrowed under credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $750,000,000 | ' | ' | ' | $200,000,000 | $150,000,000 | ' | ' | ' | ' | ' | ' | ' | $550,000,000 | ' | ' | $300,000,000 | ||||
Number Of Wholly-Owned Bankruptcy-Remote Entities | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Potential change in borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Debt instrument, maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Jul-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Mar-15 | ' | ' | ' | ||||
Loans outstanding under the new senior secured credit facility interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.75% | 1.25% | 2.25% | 0.75% | 0.25% | 1.25% | ' | ' | ' | ' | ' | ||||
Debt Covenant, Percentage Of Guarantor's First-Tier Foreign Subsidiaries | ' | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Secured Debt | ' | ' | ' | 328,940,000 | 50,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Consolidated net leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.5 | ' | ||||
Consolidated interest coverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ||||
Outstanding borrowings | ' | 963,355,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Average daily balance under facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 54,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 227,900,000 | ' | ' | ' | ||||
Letters of credit outstanding amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ||||
Debt instrument, principal amount | ' | ' | ' | ' | ' | ' | 400,000,000 | ' | 400,000,000 | ' | 500,000,000 | ' | 142,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Debt instrument, maturity date | ' | ' | ' | ' | ' | ' | 31-Dec-18 | ' | ' | ' | 30-Jun-16 | ' | 31-Oct-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Line of credit, current borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 525,977,222 | ' | ' | ' | ||||
Amount borrowed under credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 501,000,000 | ' | ' | ' | ||||
Repayment of credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 714,000,000 | ' | ' | ' | ||||
Line of credit, amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 235,500,000 | ' | ' | ' | ||||
Line of credit facility outstanding, remaining borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 290,500,000 | ' | ' | ' | ||||
Total receivables sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 699,800,000 | ' | ' | ' | ||||
Borrowings repaid | ' | ' | ' | ' | ' | 376,200,000 | ' | ' | ' | 23,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Issuance of standby letter of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000,000 | 60,900,000 | ' | ' | ' | ||||
Number of Payment Installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ||||
Debt instrument, interest rate | ' | ' | ' | ' | ' | 9.75% | ' | 9.75% | 9.75% | 7.00% | 7.00% | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Senior notes | ' | ' | ' | ' | ' | $23,812,000 | ' | $23,812,000 | ' | $475,579,000 | ' | $475,637,000 | $133,317,000 | $132,808,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Weighted average rate (percent) | ' | ' | ' | 1.67% | [1] | 1.67% | [1] | ' | ' | ' | ' | ' | ' | ' | 6.90% | [1] | 6.90% | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
[1] | Represents a weighted average rate, including applicable interest rate margins, for the credit facility. |
Debt_Condensed_Consolidating_B
Debt - Condensed Consolidating Balance Sheet (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | $57,751 | $16,762 | $19,069 | $24,657 |
Receivables, net | 775,268 | 752,234 | ' | ' |
Income tax receivable | 38,237 | 15,915 | ' | ' |
Inventories | 286,091 | 262,858 | ' | ' |
Intercompany receivables | 0 | 0 | ' | ' |
Other current assets | 85,358 | 102,929 | ' | ' |
Total current assets | 1,242,705 | 1,150,698 | ' | ' |
Property, plant and equipment, net | 1,202,754 | 1,216,047 | ' | ' |
Goodwill | 86,841 | 86,841 | ' | ' |
Identifiable intangible and other assets, net | 331,142 | 348,459 | ' | ' |
Investment in subsidiaries | 0 | 0 | ' | ' |
Total | 2,863,442 | 2,802,045 | ' | ' |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ' | ' | ' | ' |
Accounts payable and accrued expenses | 802,391 | 761,288 | ' | ' |
Intercompany payables | 0 | 0 | ' | ' |
Current portion of debt | 698 | 698 | ' | ' |
Current portion of litigation settlements | 18,605 | 19,101 | ' | ' |
Total current liabilities | 821,694 | 781,087 | ' | ' |
Long-term debt | 962,657 | 896,564 | ' | ' |
Other long-term liabilities | 368,279 | 374,005 | ' | ' |
Long-term litigation settlements | 34,494 | 36,074 | ' | ' |
Total stockholders’ equity | 676,318 | 714,315 | ' | ' |
Total | 2,863,442 | 2,802,045 | ' | ' |
Dean Foods Company | ' | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | 39,591 | -12,289 | 3,408 | 15,242 |
Receivables, net | 2,723 | 1,932 | ' | ' |
Income tax receivable | 31,885 | 10,374 | ' | ' |
Inventories | 0 | 0 | ' | ' |
Intercompany receivables | 0 | 0 | ' | ' |
Other current assets | 2,650 | 6,944 | ' | ' |
Total current assets | 76,849 | 6,961 | ' | ' |
Property, plant and equipment, net | 0 | 0 | ' | ' |
Goodwill | 0 | 0 | ' | ' |
Identifiable intangible and other assets, net | 77,523 | 90,269 | ' | ' |
Investment in subsidiaries | 6,635,247 | 6,633,000 | ' | ' |
Total | 6,789,619 | 6,730,230 | ' | ' |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ' | ' | ' | ' |
Accounts payable and accrued expenses | 50,738 | 47,284 | ' | ' |
Intercompany payables | 5,130,473 | 5,304,051 | ' | ' |
Current portion of debt | 0 | 0 | ' | ' |
Current portion of litigation settlements | 18,605 | 19,101 | ' | ' |
Total current liabilities | 5,199,816 | 5,370,436 | ' | ' |
Long-term debt | 828,389 | 549,641 | ' | ' |
Other long-term liabilities | 50,602 | 59,764 | ' | ' |
Long-term litigation settlements | 34,494 | 36,074 | ' | ' |
Total stockholders’ equity | 676,318 | 714,315 | ' | ' |
Total | 6,789,619 | 6,730,230 | ' | ' |
Guarantor Subsidiaries | ' | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | 7,208 | 17,433 | 6,689 | 0 |
Receivables, net | 86,383 | 72,660 | ' | ' |
Income tax receivable | 6,352 | 5,541 | ' | ' |
Inventories | 286,091 | 262,858 | ' | ' |
Intercompany receivables | 5,776,059 | 5,728,284 | ' | ' |
Other current assets | 82,391 | 95,927 | ' | ' |
Total current assets | 6,244,484 | 6,182,703 | ' | ' |
Property, plant and equipment, net | 1,202,653 | 1,215,888 | ' | ' |
Goodwill | 86,841 | 86,841 | ' | ' |
Identifiable intangible and other assets, net | 253,561 | 258,109 | ' | ' |
Investment in subsidiaries | 51,762 | 72,345 | ' | ' |
Total | 7,839,301 | 7,815,886 | ' | ' |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ' | ' | ' | ' |
Accounts payable and accrued expenses | 751,632 | 713,625 | ' | ' |
Intercompany payables | 0 | 0 | ' | ' |
Current portion of debt | 698 | 698 | ' | ' |
Current portion of litigation settlements | 0 | 0 | ' | ' |
Total current liabilities | 752,330 | 714,323 | ' | ' |
Long-term debt | 134,268 | 133,923 | ' | ' |
Other long-term liabilities | 317,456 | 314,149 | ' | ' |
Long-term litigation settlements | 0 | 0 | ' | ' |
Total stockholders’ equity | 6,635,247 | 6,653,491 | ' | ' |
Total | 7,839,301 | 7,815,886 | ' | ' |
Non-Guarantor Subsidiaries | ' | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | 10,952 | 11,618 | 8,972 | 9,415 |
Receivables, net | 686,162 | 677,642 | ' | ' |
Income tax receivable | 0 | 0 | ' | ' |
Inventories | 0 | 0 | ' | ' |
Intercompany receivables | 0 | -1 | ' | ' |
Other current assets | 317 | 58 | ' | ' |
Total current assets | 697,431 | 689,317 | ' | ' |
Property, plant and equipment, net | 101 | 159 | ' | ' |
Goodwill | 0 | 0 | ' | ' |
Identifiable intangible and other assets, net | 58 | 81 | ' | ' |
Investment in subsidiaries | 0 | 0 | ' | ' |
Total | 697,590 | 689,557 | ' | ' |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ' | ' | ' | ' |
Accounts payable and accrued expenses | 194 | 554 | ' | ' |
Intercompany payables | 645,413 | 424,057 | ' | ' |
Current portion of debt | 0 | 0 | ' | ' |
Current portion of litigation settlements | 0 | 0 | ' | ' |
Total current liabilities | 645,607 | 424,611 | ' | ' |
Long-term debt | 0 | 213,000 | ' | ' |
Other long-term liabilities | 221 | 92 | ' | ' |
Long-term litigation settlements | 0 | 0 | ' | ' |
Total stockholders’ equity | 51,762 | 51,854 | ' | ' |
Total | 697,590 | 689,557 | ' | ' |
Eliminations | ' | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | 0 | 0 | ' | ' |
Receivables, net | 0 | 0 | ' | ' |
Income tax receivable | 0 | 0 | ' | ' |
Inventories | 0 | 0 | ' | ' |
Intercompany receivables | -5,776,059 | -5,728,283 | ' | ' |
Other current assets | 0 | 0 | ' | ' |
Total current assets | -5,776,059 | -5,728,283 | ' | ' |
Property, plant and equipment, net | 0 | 0 | ' | ' |
Goodwill | 0 | 0 | ' | ' |
Identifiable intangible and other assets, net | 0 | 0 | ' | ' |
Investment in subsidiaries | -6,687,009 | -6,705,345 | ' | ' |
Total | -12,463,068 | -12,433,628 | ' | ' |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ' | ' | ' | ' |
Accounts payable and accrued expenses | -173 | -175 | ' | ' |
Intercompany payables | -5,775,886 | -5,728,108 | ' | ' |
Current portion of debt | 0 | 0 | ' | ' |
Current portion of litigation settlements | 0 | 0 | ' | ' |
Total current liabilities | -5,776,059 | -5,728,283 | ' | ' |
Long-term debt | 0 | 0 | ' | ' |
Other long-term liabilities | 0 | 0 | ' | ' |
Long-term litigation settlements | 0 | 0 | ' | ' |
Total stockholders’ equity | -6,687,009 | -6,705,345 | ' | ' |
Total | ($12,463,068) | ($12,433,628) | ' | ' |
Debt_Condensed_Consolidating_S
Debt - Condensed Consolidating Statement of Comprehensive Income (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Condensed Income Statements, Captions [Line Items] | ' | ' | ||
Net sales | $2,341,040 | $2,292,430 | ||
Cost of sales | 1,924,865 | 1,797,198 | ||
Gross profit | 416,175 | 495,232 | ||
Selling and distribution | 339,379 | 339,997 | ||
General and administrative | 72,299 | 84,964 | ||
Amortization of intangibles | 744 | 950 | ||
Facility closing and reorganization costs | 977 | 5,610 | ||
Litigation settlements | -2,521 | 0 | ||
Impairment of long-lived assets | ' | 33,915 | ||
Interest expense | 15,023 | 59,649 | ||
Other (income) expense, net | -321 | 165 | ||
Loss from continuing operations before income taxes | -9,405 | -30,018 | ||
Income tax expense (benefit) | 387 | -9,278 | ||
Income before equity in earnings (loss) of subsidiaries | -9,792 | -20,740 | ||
Equity in loss of consolidated subsidiaries | 0 | 0 | ||
Loss from continuing operations | -9,792 | [1] | -20,740 | [1] |
Income from discontinued operations, net of tax | 0 | 24,652 | ||
Gain on sale of discontinued operations, net of tax | 836 | 491,885 | ||
Net income (loss) | -8,956 | 495,797 | ||
Net income attributable to non-controlling interest in discontinued operations | 0 | -3,192 | ||
Net income (loss) attributable to Dean Foods Company | -8,956 | 492,605 | ||
Other comprehensive income, net of tax, attributable to Dean Foods Company | 1,024 | 10,307 | ||
Comprehensive income (loss) attributable to Dean Foods Company | -7,932 | 502,912 | ||
Dean Foods Company | ' | ' | ||
Condensed Income Statements, Captions [Line Items] | ' | ' | ||
Net sales | 0 | 0 | ||
Cost of sales | 0 | 0 | ||
Gross profit | 0 | 0 | ||
Selling and distribution | 0 | 0 | ||
General and administrative | -167 | -3 | ||
Amortization of intangibles | 0 | 0 | ||
Facility closing and reorganization costs | 0 | 0 | ||
Litigation settlements | -2,521 | ' | ||
Impairment of long-lived assets | ' | 0 | ||
Interest expense | 10,605 | 55,692 | ||
Other (income) expense, net | 300 | 0 | ||
Loss from continuing operations before income taxes | -8,217 | -55,689 | ||
Income tax expense (benefit) | -921 | -20,309 | ||
Income before equity in earnings (loss) of subsidiaries | -7,296 | -35,380 | ||
Equity in loss of consolidated subsidiaries | -2,496 | 527,985 | ||
Loss from continuing operations | -9,792 | 492,605 | ||
Income from discontinued operations, net of tax | ' | 0 | ||
Gain on sale of discontinued operations, net of tax | 836 | 0 | ||
Net income (loss) | ' | 492,605 | ||
Net income attributable to non-controlling interest in discontinued operations | ' | 0 | ||
Net income (loss) attributable to Dean Foods Company | -8,956 | 492,605 | ||
Other comprehensive income, net of tax, attributable to Dean Foods Company | 422 | 22,055 | ||
Comprehensive income (loss) attributable to Dean Foods Company | -8,534 | 514,660 | ||
Guarantor Subsidiaries | ' | ' | ||
Condensed Income Statements, Captions [Line Items] | ' | ' | ||
Net sales | 2,338,054 | 2,289,172 | ||
Cost of sales | 1,922,473 | 1,794,893 | ||
Gross profit | 415,581 | 494,279 | ||
Selling and distribution | 339,079 | 339,734 | ||
General and administrative | 71,867 | 84,480 | ||
Amortization of intangibles | 744 | 950 | ||
Facility closing and reorganization costs | 977 | 5,610 | ||
Litigation settlements | 0 | ' | ||
Impairment of long-lived assets | ' | 30,501 | ||
Interest expense | 2,982 | 2,885 | ||
Other (income) expense, net | 169 | 362 | ||
Loss from continuing operations before income taxes | -237 | 29,757 | ||
Income tax expense (benefit) | 1,443 | 12,695 | ||
Income before equity in earnings (loss) of subsidiaries | -1,680 | 17,062 | ||
Equity in loss of consolidated subsidiaries | -816 | -2,545 | ||
Loss from continuing operations | -2,496 | 14,517 | ||
Income from discontinued operations, net of tax | ' | 0 | ||
Gain on sale of discontinued operations, net of tax | 0 | 491,888 | ||
Net income (loss) | ' | 506,405 | ||
Net income attributable to non-controlling interest in discontinued operations | ' | 0 | ||
Net income (loss) attributable to Dean Foods Company | -2,496 | 506,405 | ||
Other comprehensive income, net of tax, attributable to Dean Foods Company | 47 | 141 | ||
Comprehensive income (loss) attributable to Dean Foods Company | -2,449 | 506,546 | ||
Non-Guarantor Subsidiaries | ' | ' | ||
Condensed Income Statements, Captions [Line Items] | ' | ' | ||
Net sales | 2,986 | 3,258 | ||
Cost of sales | 2,392 | 2,305 | ||
Gross profit | 594 | 953 | ||
Selling and distribution | 300 | 263 | ||
General and administrative | 599 | 487 | ||
Amortization of intangibles | 0 | 0 | ||
Facility closing and reorganization costs | 0 | 0 | ||
Litigation settlements | 0 | ' | ||
Impairment of long-lived assets | ' | 3,414 | ||
Interest expense | 1,436 | 1,072 | ||
Other (income) expense, net | -790 | -197 | ||
Loss from continuing operations before income taxes | -951 | -4,086 | ||
Income tax expense (benefit) | -135 | -1,664 | ||
Income before equity in earnings (loss) of subsidiaries | -816 | -2,422 | ||
Equity in loss of consolidated subsidiaries | 0 | ' | ||
Loss from continuing operations | -816 | -2,422 | ||
Income from discontinued operations, net of tax | ' | 24,652 | ||
Gain on sale of discontinued operations, net of tax | 0 | -3 | ||
Net income (loss) | ' | 22,227 | ||
Net income attributable to non-controlling interest in discontinued operations | ' | -3,192 | ||
Net income (loss) attributable to Dean Foods Company | -816 | 19,035 | ||
Other comprehensive income, net of tax, attributable to Dean Foods Company | 555 | -11,889 | ||
Comprehensive income (loss) attributable to Dean Foods Company | -261 | 7,146 | ||
Eliminations | ' | ' | ||
Condensed Income Statements, Captions [Line Items] | ' | ' | ||
Net sales | 0 | 0 | ||
Cost of sales | 0 | 0 | ||
Gross profit | 0 | 0 | ||
Selling and distribution | 0 | 0 | ||
General and administrative | 0 | 0 | ||
Amortization of intangibles | 0 | 0 | ||
Facility closing and reorganization costs | 0 | 0 | ||
Litigation settlements | 0 | ' | ||
Impairment of long-lived assets | ' | 0 | ||
Interest expense | 0 | 0 | ||
Other (income) expense, net | 0 | 0 | ||
Loss from continuing operations before income taxes | 0 | 0 | ||
Income tax expense (benefit) | 0 | 0 | ||
Income before equity in earnings (loss) of subsidiaries | 0 | 0 | ||
Equity in loss of consolidated subsidiaries | 3,312 | -525,440 | ||
Loss from continuing operations | 3,312 | -525,440 | ||
Income from discontinued operations, net of tax | ' | 0 | ||
Gain on sale of discontinued operations, net of tax | 0 | 0 | ||
Net income (loss) | ' | -525,440 | ||
Net income attributable to non-controlling interest in discontinued operations | ' | 0 | ||
Net income (loss) attributable to Dean Foods Company | 3,312 | -525,440 | ||
Other comprehensive income, net of tax, attributable to Dean Foods Company | 0 | 0 | ||
Comprehensive income (loss) attributable to Dean Foods Company | $3,312 | ($525,440) | ||
[1] | All applicable share data and per share amounts have been adjusted retroactively for the 1-for-2 reverse stock split effected on August 26, 2013. |
Debt_Condensed_Consolidating_S1
Debt - Condensed Consolidating Statement of Cash Flows (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net cash provided by (used in) operating activities — continuing operations | $32,799 | ($91,459) |
Net cash provided by operating activities — discontinued operations | 0 | -14,046 |
Net cash provided by (used in) operating activities | 32,799 | -105,505 |
Cash flows from investing activities: | ' | ' |
Payments for property, plant and equipment | -28,035 | -15,801 |
Proceeds from sale of fixed assets | 1,372 | 1,397 |
Net cash used in investing activities-continuing operations | -26,663 | -14,404 |
Net cash used in investing activities — discontinued operations | 0 | 1,420,843 |
Net cash provided by (used in) investing activities | -26,663 | 1,406,439 |
Cash flows from financing activities: | ' | ' |
Repayments of Dean Foods Company senior secured term loan debt | -164 | -1,027,197 |
Proceeds from senior secured revolver | 701,795 | 154,250 |
Payments for senior secured revolver | -423,105 | -396,350 |
Proceeds from receivables-backed facility | 501,000 | 220,000 |
Payments for receivables-backed facility | -714,000 | -220,000 |
Common stock repurchase | -25,000 | 0 |
Payment of financing costs | ' | -575 |
Cash dividend paid | -6,543 | 0 |
Issuance of common stock, net of share repurchases for withholding taxes | 869 | -753 |
Tax savings on share-based compensation | 259 | 232 |
Net change in intercompany balances | 0 | 0 |
Net cash provided by (used in) financing activities-continuing operations | 35,111 | -1,270,393 |
Net cash used in financing activities — discontinued operations | 0 | -36,500 |
Net cash provided by (used in) financing activities | 35,111 | -1,306,893 |
Effect of exchange rate changes on cash and cash equivalents | -258 | 371 |
Change in cash and cash equivalents | 40,989 | -5,588 |
Cash and cash equivalents, beginning of period | 16,762 | 24,657 |
Cash and cash equivalents, end of period | 57,751 | 19,069 |
Dean Foods Company | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash provided by (used in) operating activities — continuing operations | ' | -12,739 |
Net cash provided by operating activities — discontinued operations | ' | 0 |
Net cash provided by (used in) operating activities | -19,373 | -12,739 |
Cash flows from investing activities: | ' | ' |
Payments for property, plant and equipment | 0 | -40 |
Proceeds from sale of fixed assets | 0 | 0 |
Net cash used in investing activities-continuing operations | ' | -40 |
Net cash used in investing activities — discontinued operations | ' | 1,441,323 |
Net cash provided by (used in) investing activities | 0 | 1,441,283 |
Cash flows from financing activities: | ' | ' |
Repayments of Dean Foods Company senior secured term loan debt | 0 | -1,027,197 |
Proceeds from senior secured revolver | 701,795 | 154,250 |
Payments for senior secured revolver | -423,105 | -396,350 |
Proceeds from receivables-backed facility | 0 | 0 |
Payments for receivables-backed facility | 0 | 0 |
Common stock repurchase | -25,000 | ' |
Payment of financing costs | ' | -575 |
Cash dividend paid | -6,543 | ' |
Issuance of common stock, net of share repurchases for withholding taxes | 869 | -753 |
Tax savings on share-based compensation | 259 | 232 |
Net change in intercompany balances | -177,022 | -169,985 |
Net cash provided by (used in) financing activities-continuing operations | ' | -1,440,378 |
Net cash used in financing activities — discontinued operations | ' | 0 |
Net cash provided by (used in) financing activities | 71,253 | -1,440,378 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Change in cash and cash equivalents | 51,880 | -11,834 |
Cash and cash equivalents, beginning of period | -12,289 | 15,242 |
Cash and cash equivalents, end of period | 39,591 | 3,408 |
Guarantor Subsidiaries | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash provided by (used in) operating activities — continuing operations | ' | -92,563 |
Net cash provided by operating activities — discontinued operations | ' | 0 |
Net cash provided by (used in) operating activities | 61,972 | -92,563 |
Cash flows from investing activities: | ' | ' |
Payments for property, plant and equipment | -28,035 | -15,761 |
Proceeds from sale of fixed assets | 1,372 | 1,397 |
Net cash used in investing activities-continuing operations | ' | -14,364 |
Net cash used in investing activities — discontinued operations | ' | 0 |
Net cash provided by (used in) investing activities | -26,663 | -14,364 |
Cash flows from financing activities: | ' | ' |
Repayments of Dean Foods Company senior secured term loan debt | -164 | 0 |
Proceeds from senior secured revolver | 0 | 0 |
Payments for senior secured revolver | 0 | 0 |
Proceeds from receivables-backed facility | 0 | 0 |
Payments for receivables-backed facility | 0 | 0 |
Common stock repurchase | 0 | ' |
Payment of financing costs | ' | 0 |
Cash dividend paid | 0 | ' |
Issuance of common stock, net of share repurchases for withholding taxes | 0 | 0 |
Tax savings on share-based compensation | 0 | 0 |
Net change in intercompany balances | -45,370 | 113,616 |
Net cash provided by (used in) financing activities-continuing operations | ' | 113,616 |
Net cash used in financing activities — discontinued operations | ' | 0 |
Net cash provided by (used in) financing activities | -45,534 | 113,616 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Change in cash and cash equivalents | -10,225 | 6,689 |
Cash and cash equivalents, beginning of period | 17,433 | 0 |
Cash and cash equivalents, end of period | 7,208 | 6,689 |
Non-Guarantor Subsidiaries | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash provided by (used in) operating activities — continuing operations | ' | 13,843 |
Net cash provided by operating activities — discontinued operations | ' | -14,046 |
Net cash provided by (used in) operating activities | -9,800 | -203 |
Cash flows from investing activities: | ' | ' |
Payments for property, plant and equipment | 0 | 0 |
Proceeds from sale of fixed assets | 0 | 0 |
Net cash used in investing activities-continuing operations | ' | 0 |
Net cash used in investing activities — discontinued operations | ' | -20,480 |
Net cash provided by (used in) investing activities | 0 | -20,480 |
Cash flows from financing activities: | ' | ' |
Repayments of Dean Foods Company senior secured term loan debt | 0 | 0 |
Proceeds from senior secured revolver | 0 | 0 |
Payments for senior secured revolver | 0 | 0 |
Proceeds from receivables-backed facility | 501,000 | 220,000 |
Payments for receivables-backed facility | -714,000 | -220,000 |
Common stock repurchase | 0 | ' |
Payment of financing costs | ' | 0 |
Cash dividend paid | 0 | ' |
Issuance of common stock, net of share repurchases for withholding taxes | 0 | 0 |
Tax savings on share-based compensation | 0 | 0 |
Net change in intercompany balances | 222,392 | 56,369 |
Net cash provided by (used in) financing activities-continuing operations | ' | 56,369 |
Net cash used in financing activities — discontinued operations | ' | -36,500 |
Net cash provided by (used in) financing activities | 9,392 | 19,869 |
Effect of exchange rate changes on cash and cash equivalents | -258 | 371 |
Change in cash and cash equivalents | -666 | -443 |
Cash and cash equivalents, beginning of period | 11,618 | 9,415 |
Cash and cash equivalents, end of period | $10,952 | $8,972 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments and Fair Value Measurements - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Long-term Purchase Commitment [Line Items] | ' | ' |
Maximum outstanding purchase commitment range | '1 year | ' |
Reclassification to income statement related to de-designation of cash flow hedges | ($220) | $0 |
Minimum | ' | ' |
Long-term Purchase Commitment [Line Items] | ' | ' |
Minimum outstanding purchase commitment range | '1 month | ' |
Derivative_Financial_Instrumen3
Derivative Financial Instruments and Fair Value Measurements - Derivatives Recorded at Fair Value in Consolidated Balance Sheets (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Derivatives, Fair Value [Line Items] | ' | ' | ||
Derivative Assets | $1,004 | $969 | ||
Derivative Liabilities | 32 | 318 | ||
Designated As Hedging Instrument | Current | Commodities Contracts | ' | ' | ||
Derivatives, Fair Value [Line Items] | ' | ' | ||
Derivative Assets | 0 | [1] | 714 | [1] |
Derivative Liabilities | 0 | [1] | 204 | [1] |
Not Designated As Hedging Instruments | Current | Commodities Contracts | ' | ' | ||
Derivatives, Fair Value [Line Items] | ' | ' | ||
Derivative Assets | 1,004 | [1] | 255 | [1] |
Derivative Liabilities | $32 | [1] | $114 | [1] |
[1] | Derivative assets and liabilities that have settlement dates equal to or less than 12 months from the respective balance sheet date are included in other current assets and accounts payable and accrued expenses, respectively, in our unaudited Condensed Consolidated Balance Sheets. |
Derivative_Financial_Instrumen4
Derivative Financial Instruments and Fair Value Measurements - Gains and Losses on Derivatives Designated as Cash Flow Hedges (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2013 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |
Losses on interest rate swap contracts | $31,408 | [1] |
Losses on commodities contracts | 321 | [2] |
(Gains) losses on foreign currency contracts | ($78) | [3] |
[1] | Recorded in interest expense in our unaudited Condensed Consolidated Statements of Operations. | |
[2] | Recorded in distribution expense or cost of sales, depending on commodity type, in our unaudited Condensed Consolidated Statements of Operations. | |
[3] | Recorded in cost of sales in our unaudited Condensed Consolidated Statements of Operations. |
Derivative_Financial_Instrumen5
Derivative Financial Instruments and Fair Value Measurements - Summary of Derivative Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Commodities Contracts, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ' | ' |
Asset, Fair Value | $1,004 | $969 |
Liability, Fair Value | 32 | 318 |
Level 1 | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset, Fair Value | 0 | 0 |
Liability, Fair Value | 0 | 0 |
Level 2 | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset, Fair Value | 1,004 | 969 |
Liability, Fair Value | 32 | 318 |
Level 3 | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Asset, Fair Value | 0 | 0 |
Liability, Fair Value | $0 | $0 |
Derivative_Financial_Instrumen6
Derivative Financial Instruments and Fair Value Measurements - Carrying Value and Fair Value of Senior Notes and Subsidiary Senior Notes (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Subsidiary Debt Obligation | Senior Notes Due 2017 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes, Carrying Value | $133,317 | $132,808 |
Senior Notes, Fair Value | 154,070 | 153,005 |
Dean Foods Company | Senior Notes Due 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes, Carrying Value | 475,637 | 475,579 |
Senior Notes, Fair Value | 522,616 | 527,378 |
Dean Foods Company | Senior Notes Due 2018 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Senior Notes, Carrying Value | 23,812 | 23,812 |
Senior Notes, Fair Value | $26,908 | $26,908 |
Summary_of_SERP_Assets_Measure
Summary of SERP Assets Measured at Fair Value on Recurring Basis (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Money Market Funds | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
SERP assets measured at fair value on a recurring basis | $4 | $5 |
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 | 2,152 | 2,103 |
Level 1 | Money Market Funds | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
SERP assets measured at fair value on a recurring basis | 0 | 0 |
Level 1 | Mutual Funds | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
SERP assets measured at fair value on a recurring basis | 0 | 0 |
Level 2 | Money Market Funds | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
SERP assets measured at fair value on a recurring basis | 4 | 5 |
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 | 2,152 | 2,103 |
Level 3 | Money Market Funds | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
SERP assets measured at fair value on a recurring basis | 0 | 0 |
Level 3 | Mutual Funds | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
SERP assets measured at fair value on a recurring basis | $0 | $0 |
Common_Stock_and_ShareBased_Co2
Common Stock and Share-Based Compensation - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | |
Mar. 27, 2014 | Nov. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Quarterly dividends expected (in dollars per share) | ' | $0.07 | ' | ' |
Annual dividends expected (in dollars per share) | ' | $0.28 | ' | ' |
Dividends paid (in dollars per share) | $0.07 | ' | ' | ' |
Stock options granted | ' | ' | 0 | 0 |
Common Stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Authorized amount for common share repurchase threshold | ' | ' | 2,380,000,000 | ' |
Repurchase of common stock (in shares) | ' | ' | -1,727,275 | 0 |
Remaining authorized amount for common share repurchase | ' | ' | 275,000,000 | ' |
Common_Stock_and_ShareBased_Co3
Common Stock and Share-Based Compensation - Summary of Stock Option Activity (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' |
Options outstanding at January 1, 2014 | 5,055,035 | ' |
Granted | 0 | 0 |
Forfeited and canceled | -45,261 | ' |
Exercised | -171,350 | ' |
Options outstanding at March 31, 2014 | 4,838,424 | ' |
Options exercisable at March 31, 2014 | 4,696,996 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ' | ' |
Options outstanding at January 1, 2014, Weighted average exercise price | $19.35 | ' |
Granted, Weighted average exercise price | $0 | ' |
Forfeited and canceled, Weighted average exercise price | $19.85 | ' |
Exercised, Weighted average exercise price | $14.52 | ' |
Options outstanding at March 31, 2014, Weighted average exercise price | $19.51 | ' |
Options exercisable at March 31, 2014, Weighted average exercise price | $19.77 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ' | ' |
Options outstanding at March 31, 2014, Weighted Average Contractual Life | '3 years 5 months 1 day | ' |
Options exercisable at March 31, 2014, Weighted Average Contractual Life | '3 years 3 months 11 days | ' |
Options outstanding at March 31, 2014, Aggregate Intrinsic Value | $3,293,624 | ' |
Options exercisable at March 31, 2014, Aggregate Intrinsic Value | $2,757,231 | ' |
Common_Stock_and_ShareBased_Co4
Common Stock and Share-Based Compensation - Summary of Restricted Stock Unit Activity (Detail) (Restricted Stock Units (RSUs), USD $) | 3 Months Ended | |
Mar. 31, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | |
Outstanding at January 1, 2014 | 776,290 | |
Stock units issued | 374,535 | |
Shares issued upon vesting of stock units | -216,189 | |
Stock units canceled or forfeited | -74,213 | [1] |
Outstanding at March 31, 2014 | 860,423 | |
Weighted average grant date fair value | $14.46 | |
Employees | ' | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | |
Outstanding at January 1, 2014 | 680,017 | |
Stock units issued | 315,168 | |
Shares issued upon vesting of stock units | -173,908 | |
Stock units canceled or forfeited | -73,433 | [1] |
Outstanding at March 31, 2014 | 747,844 | |
Weighted average grant date fair value | $14.56 | |
Director | ' | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | |
Outstanding at January 1, 2014 | 96,273 | |
Stock units issued | 59,367 | |
Shares issued upon vesting of stock units | -42,281 | |
Stock units canceled or forfeited | -780 | [1] |
Outstanding at March 31, 2014 | 112,579 | |
Weighted average grant date fair value | $13.75 | |
[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. |
Common_Stock_and_ShareBased_Co5
Common Stock and Share-Based Compensation - Summary of Phantom Share Activity (Detail) (Phantom Shares, USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Phantom Shares | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Vesting period (in years) | '3 years |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Outstanding at January 1, 2014 | 1,111,059 |
Granted | 554,185 |
Converted/paid | -529,012 |
Forfeited | -40,579 |
Outstanding at March 31, 2014 | 1,095,653 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' |
Outstanding at January 1, 2014 | $17.72 |
Granted | $14.16 |
Converted/paid | $17.68 |
Forfeited | $17.69 |
Outstanding at March 31, 2014 | $15.94 |
Common_Stock_and_ShareBased_Co6
Common Stock and Share-Based Compensation - Summary of Share Based Compensation Expense Recognized (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation expense | $1,695 | $3,311 |
Stock Options | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation expense | 145 | 406 |
Stock Units | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation expense | 1,208 | 1,289 |
Phantom Shares | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation expense | $342 | $1,616 |
Earnings_Per_Share_Reconciliat
Earnings Per Share - Reconciliation of Numerators and Denominators Used in Computations of Both Basic and Diluted Earnings Per Share (Detail) (USD $) | 0 Months Ended | 3 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Aug. 26, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ||
Reverse stock split ratio | 0.5 | ' | ' | ||
Basic earnings (loss) per share computation: | ' | ' | ' | ||
Loss from continuing operations | ' | ($9,792) | [1] | ($20,740) | [1] |
Average common shares | ' | 94,398,665 | [1],[2] | 93,010,596 | [1],[2] |
Basic earnings (loss) per share from continuing operations (in dollars per share) | ' | ($0.10) | [2] | ($0.22) | [2] |
Diluted earnings (loss) per share computation: | ' | ' | ' | ||
Loss from continuing operations | ' | ($9,792) | [1] | ($20,740) | [1] |
Average common shares | ' | 94,398,665 | [1],[2] | 93,010,596 | [1],[2] |
Stock option conversion | ' | 0 | [1],[3] | 0 | [1],[3] |
Stock units | ' | 0 | [1],[4] | 0 | [1],[4] |
Average common shares — diluted | ' | 94,398,665 | [2] | 93,010,596 | [2] |
Diluted earnings (loss) per share from continuing operations (in dollars per share) | ' | ($0.10) | [2] | ($0.22) | [2] |
Common Stock | ' | ' | ' | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ||
Anti-dilutive securities excluded | ' | 4,244,244 | 2,151,899 | ||
Stock Units | ' | ' | ' | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ||
Anti-dilutive securities excluded | ' | 297,726 | 544,486 | ||
[1] | All applicable share data and per share amounts have been adjusted retroactively for the 1-for-2 reverse stock split effected on August 26, 2013. | ||||
[2] | For the period ended March 31, 2013, basic and diluted earnings (loss) per common share and average basic and diluted shares outstanding have been adjusted retroactively to reflect a 1-for-2 reverse stock split effected August 26, 2013. | ||||
[3] | Anti-dilutive common shares excluded 4,244,244 & 2,151,899 | ||||
[4] | Anti-dilutive stock units excluded 297,726 & 544,486 |
Changes_in_Accumulated_Other_C
Changes in Accumulated Other Comprehensive Income (Loss) by Component, Net of Tax (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | |
Beginning Balance | ($57,190) | ($186,584) | |
Other comprehensive income (loss) before reclassifications | 2,171 | -7,101 | |
Amounts reclassified from accumulated other comprehensive income | -1,147 | 17,408 | |
Net current-period other comprehensive income (loss) | 1,024 | 10,307 | |
Ending Balance | -56,166 | -176,277 | |
Changes in Cash Flow Hedges | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | |
Beginning Balance | 423 | -58,452 | |
Other comprehensive income (loss) before reclassifications | -16 | 972 | |
Amounts reclassified from accumulated other comprehensive income | -220 | [1] | 19,477 |
Net current-period other comprehensive income (loss) | -236 | 20,449 | |
Ending Balance | 187 | -38,003 | |
Pension and Other Postretirement Benefits Items | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | |
Beginning Balance | -57,224 | -105,845 | |
Other comprehensive income (loss) before reclassifications | 1,632 | 4,913 | |
Amounts reclassified from accumulated other comprehensive income | -927 | [2] | -2,069 |
Net current-period other comprehensive income (loss) | 705 | 2,844 | |
Ending Balance | -56,519 | -103,001 | |
Foreign Currency Items | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | |
Beginning Balance | -389 | -22,287 | |
Other comprehensive income (loss) before reclassifications | 555 | -12,986 | |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | |
Net current-period other comprehensive income (loss) | 555 | -12,986 | |
Ending Balance | 166 | -35,273 | |
Non-controlling Interest | ' | ' | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | |
Beginning Balance | ' | -3,683 | |
Other comprehensive income (loss) before reclassifications | ' | -2,046 | |
Amounts reclassified from accumulated other comprehensive income | ' | -3 | |
Net current-period other comprehensive income (loss) | ' | -2,049 | |
Ending Balance | ' | ($5,732) | |
[1] | The accumulated other comprehensive loss component is related to the hedging activity amount at December 31, 2013 that was reclassified to operating income as we de-designated our cash flow hedges. See Note 6. | ||
[2] | The accumulated other comprehensive loss reclassification components are related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic pension cost. See Note 10. |
Employee_Retirement_and_Postre2
Employee Retirement and Postretirement Benefits - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Minimum requisite service period, years | '1 year |
Employee_Retirement_and_Postre3
Employee Retirement and Postretirement Benefits - Components of Net Periodic Benefit Cost (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Defined Benefit Plans | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Service cost | $770 | $923 |
Interest cost | 3,495 | 3,128 |
Expected return on plan assets | -4,690 | -4,633 |
Unrecognized transition obligation | 0 | 0 |
Prior service cost | 197 | 198 |
Unrecognized net loss | 1,276 | 3,098 |
Net periodic benefit cost | 1,048 | 2,714 |
Postretirement Benefits | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Service cost | 206 | 204 |
Interest cost | 416 | 306 |
Prior service cost | 16 | 6 |
Unrecognized net loss | 19 | 75 |
Net periodic benefit cost | $657 | $591 |
Asset_Impairment_Charges_and_F2
Asset Impairment Charges and Facility Closing and Reorganization Costs - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Restructuring and Related Activities [Abstract] | ' | ' |
Tangible asset impairment charges | $0 | $27,500,000 |
Intangible asset impairment charges | $0 | $6,400,000 |
Facility_Closing_and_Reorganiz
Facility Closing and Reorganization Costs - Approved Plans and Related Charges (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | ||
Restructuring Cost and Reserve [Line Items] | ' | ' | ||
Closure of Facilities | $977 | [1] | $1,007 | [1] |
Charges | 977 | 5,610 | ||
Functional Realignment | ' | ' | ||
Restructuring Cost and Reserve [Line Items] | ' | ' | ||
Functional Realignment | 0 | [2] | 103 | [2] |
Field and Functional Reorganization | ' | ' | ||
Restructuring Cost and Reserve [Line Items] | ' | ' | ||
Field and Functional Reorganization | $0 | [3] | $4,500 | [3] |
[1] | (1)These charges in 2014 and 2013 primarily relate to facility closures in Riverside, California; Denver, Colorado; Waco, Texas; Springfield, Virginia; Buena Park, California; Evart, Michigan; Bangor, Maine; and Mendon, Massachusetts; as well as other approved closures. We have incurred $39.2 million of charges related to these initiatives to date. We expect to incur additional charges related to these facility closures of approximately $3.9 million, related to contract termination, shutdown and other costs. As we continue the evaluation of our supply chain and distribution network, as well as our accelerated cost reduction efforts, it is likely that we will close additional facilities in the future. | |||
[2] | (2)The Functional Realignment initiative was focused on aligning key functions within our legacy Fresh Dairy Direct operations under a single leadership team and permanently removing costs from the organization. We have incurred total charges of approximately $33.1 million under this initiative to date and we do not expect to incur any material future charges related to this plan. | |||
[3] | (3)The Field and Functional Reorganization initiative streamlined the leadership structure and has enabled faster decision-making and created enhanced opportunities to strategically build our business. We have incurred total charges of $11.3 million under this plan to date, all of which are associated with headcount reductions. We do not currently anticipate incurring any material charges under this plan going forward. |
Facility_Closing_and_Reorganiz1
Facility Closing and Reorganization Costs - Approved Plans and Related Charges (Parenthetical) (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Restructuring Cost and Reserve [Line Items] | ' |
Expected costs | $3.90 |
Facility Closing | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Charges incurred to date | 39.2 |
Functional Realignment | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Charges incurred to date | 33.1 |
Field and Functional Reorganization | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Charges incurred to date | $11.30 |
Facility_Closing_and_Reorganiz2
Facility Closing and Reorganization Costs - Facility Closing and Reorganization Costs (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Restructuring Reserve [Roll Forward] | ' | ' |
Charges | $977 | $5,610 |
Restructuring Charges, Cash | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Accrued Charges at December 31, 2013 | 17,389 | ' |
Charges | 1,468 | ' |
Payments | -2,693 | ' |
Accrued Charges at March 31, 2014 | 16,164 | ' |
Restructuring Charges, Cash | Workforce Reduction Costs | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Accrued Charges at December 31, 2013 | 9,028 | ' |
Charges | 453 | ' |
Payments | -1,285 | ' |
Accrued Charges at March 31, 2014 | 8,196 | ' |
Restructuring Charges, Cash | Shutdown Costs | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Charges | 730 | ' |
Payments | -730 | ' |
Restructuring Charges, Cash | Lease Obligations After Shutdown | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Accrued Charges at December 31, 2013 | 8,361 | ' |
Charges | 158 | ' |
Payments | -551 | ' |
Accrued Charges at March 31, 2014 | 7,968 | ' |
Restructuring Charges, Cash | Restructuring Charges, Other | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Accrued Charges at December 31, 2013 | 0 | ' |
Charges | 127 | ' |
Payments | -127 | ' |
Accrued Charges at March 31, 2014 | 0 | ' |
Restructuring Charges, Noncash Charges | Restructuring Charges, Other | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Charges | ($491) | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | Dec. 31, 2001 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2001 | Mar. 31, 2014 | Jan. 31, 2014 | Aug. 09, 2007 |
Minimum | Maximum | Contingent Promissory Note | Contingent Promissory Note | United States District Court for the Eastern District of Tennessee [Member] | United States District Court for the Eastern District of Tennessee [Member] | ||
Retailer Action [Member] | Retailer Action [Member] | ||||||
complaint | complaint | ||||||
Commitments and Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Acquired interest percentage | 33.80% | ' | ' | ' | ' | ' | ' |
Principal amount of contingent promissory note | ' | ' | ' | $40,000,000 | ' | ' | ' |
Promissory note term | ' | ' | ' | '20 years | ' | ' | ' |
Contingent promissory note, maximum amount including interest | ' | ' | ' | ' | $96,000,000 | ' | ' |
Promissory note, maturity date | ' | ' | ' | 21-Dec-21 | ' | ' | ' |
Lease term, (years) | ' | '1 year | '20 years | ' | ' | ' | ' |
Number of putative class action antitrust complaints reversed | ' | ' | ' | ' | ' | 1 | ' |
Number of putative class action antitrust complaints | ' | ' | ' | ' | ' | ' | 5 |
Segment_Geographic_and_Custome1
Segment, Geographic and Customers Information - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Segment Reporting Information [Line Items] | ' | ' |
Number of reportable segments | 1 | ' |
Number of manufacturing facilities | 72 | ' |
Foreign Operations | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Major customer, percentage of sales | 1.00% | 1.00% |
Sales | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Major customer, percentage of sales | 17.00% | 23.00% |