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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 of 15(d) of the Securities
- ------- Exchange Act of 1934
For the quarterly period ended November 29, 1998
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or
Transition report pursuant to Section 13 of 15(d) of the Securities
- ------- Exchange Act of 1934
For the transition period from to
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Commission file number 1-08262
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DEAN FOODS COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 36-0984820
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(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
3600 North River Road, Franklin Park, Illinois 60131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 678-1680
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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The number of shares of the Registrant's Common Stock, par value $1 per
share, outstanding as of the date of this report was 40,299,801.
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PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
DEAN FOODS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED
NOVEMBER 29, 1998 AND NOVEMBER 23, 1997
(In Thousands, Except for Per Share Amounts)
Second Quarter Ended Six Months Ended
November 29, November 23, November 29, November 23,
1998 1997 1998 1997
------------------ ------------- ------------- --------------
(Unaudited)
Net sales $ 934,377 $ 624,933 $ 1,759,481 $ 1,244,789
Costs of products sold 732,363 479,520 1,366,291 949,275
Delivery, selling and administrative expenses 155,971 108,274 300,838 215,208
---------------- -------------- -------------- --------------
Operating earnings 46,043 37,139 92,352 80,306
Interest expense 7,993 4,552 17,049 8,178
Interest income 236 893 545 1,278
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Income from continuing operations
before income taxes 38,286 33,480 75,848 73,406
Provision for income taxes 14,932 12,955 29,581 28,573
---------------- -------------- -------------- --------------
Income from continuing operations 23,354 20,525 46,267 44,833
---------------- -------------- -------------- --------------
Discontinued operations, net of taxes:
Income (loss) from discontinued operations (1,188) 6,050 (2,929) 3,289
Gain on sale of discontinued operations 83,820 83,820 -
---------------- -------------- -------------- ---------------
Total discontinued operations 82,632 6,050 80,891 3,289
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Net income $ 105,986 $ 26,575 $ 127,158 $ 48,122
================ ============== ============== ===============
Basic income (loss) per share:
Income from continuing operations $ .59 $ .51 $ 1.16 $ 1.11
Income (loss) from discontinued operations (.03) .15 (.07) .08
Gain on sale of discontinued operations 2.10 - 2.10 -
---------------- -------------- -------------- ---------------
Net income $ 2.66 $ .66 $ 3.19 $ 1.19
================ ============== ============== ===============
Diluted income (loss) per share:
Income from continuing operations $ .58 $ .50 $ 1.14 $ 1.08
Income (loss) from discontinued operations (.03) .14 (.07) .08
Gain on sale of discontinued operations 2.05 - 2.05 -
---------------- -------------- -------------- ---------------
Net income $ 2.60 $ .64 $ 3.12 $ 1.16
================ ============== ============== ===============
Weighted average common shares:
Basic 39,722 40,508 39,874 40,508
================ ============== ============== ===============
Diluted 40,483 41,375 40,723 41,375
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See accompanying Notes to Condensed Consolidated Financial Statements.
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DEAN FOODS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
NOVEMBER 29, 1998 AND MAY 31, 1998
(In Thousands)
November 29, May 31,
1998 1998
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(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 32,252 $ 11,932
Accounts and notes receivable, less allowance for
doubtful accounts of $10,147 and $4,212, respectively 305,015 225,970
Inventories 200,578 135,405
Other current assets 62,233 46,931
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Total Current Assets 600,078 420,238
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PROPERTIES:
Property, plant and equipment, at cost 1,148,936 966,226
Accumulated depreciation 448,428 415,162
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Total Properties, net 700,508 551,064
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NET ASSETS OF DISCONTINUED OPERATIONS - 288,037
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OTHER ASSETS:
Intangibles, net of amortization of
$16,750 and $11,537, respectively 453,185 334,597
Other assets 7,103 13,253
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Total Other Assets 460,288 347,850
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TOTAL ASSETS $1,760,874 $1,607,189
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable to banks $ 9,500 $ 12,000
Current installments of long-term obligations 9,277 9,014
Accounts payable and accrued expenses 366,960 311,303
Dividends payable 8,529 8,079
Federal and state income taxes payable 66,608 12,518
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Total Current Liabilities 460,874 352,914
LONG-TERM OBLIGATIONS 478,681 558,233
DEFERRED LIABILITIES 79,621 76,776
SHAREHOLDERS' EQUITY 741,698 619,266
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,760,874 $1,607,189
========== ==========
See accompanying Notes to Condensed Consolidated Financial Statements.
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DEAN FOODS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
NOVEMBER 29, 1998 AND NOVEMBER 23, 1997
(In Thousands)
Six Months Ended
------------------------------------------
November 29, November 23,
1998 1997
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(Unaudited)
Net cash provided from continuing operations $ 9,515 $ 52,997
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Cash flows from investing activities:
Capital expenditures (57,296) (54,780)
Proceeds from disposition of property,
plant and equipment 517 1,384
Acquisitions, net of cash acquired (120,677) (53,510)
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Net cash used in investing activities (177,456) (106,906)
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Cash flows from financing activities
Issuance of long-term obligations 280,052 147,574
Repayment of long-term obligations (403,806) (196)
Repayment of notes payable to banks, net (2,500) (3,000)
Unexpended industrial revenue bond proceeds 5,965 4,741
Cash dividends paid (16,401) (15,755)
Issuance of common stock 5,574 10,140
Repurchase of treasury stock (32,949) -
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Net cash provided by financing activities (164,065) 143,504
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Cash flow from discontinued operations:
Net cash used by discontinued operations (12,667) (18,690)
Cash proceeds on sale of discontinued operations 364,993 -
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Total discontinued operations 352,326 (18,690)
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Increase in cash and temporary cash investments 20,320 70,905
Cash and temporary cash investments -
beginning of period 11,932 4,386
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Cash and temporary cash investments - end of period $ 32,252 $ 75,291
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See accompanying Notes to Condensed Consolidated Financial Statements.
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DEAN FOODS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Dollar amounts in thousands unless otherwise noted.
1. BASIS OF PRESENTATION
In the opinion of the Company, all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the following
unaudited condensed consolidated financial statements have been included herein.
Certain information and footnote disclosures normally included in the financial
statements have been omitted. These unaudited condensed consolidated financial
statements should be read in conjunction with the Company's 1998 Annual Report
on Form 10-K. The results of operations for the six-month period ended November
29, 1998 are not necessarily indicative of the operating results for the full
year.
2. DISCONTINUED OPERATIONS
On September 23, 1998, the Company sold the stock of Dean Foods Vegetable
Company to Agrilink Foods, Inc. ("Agrilink") for $365.0 million in cash, a $30.0
million Agrilink subordinated note and Agrilink's aseptic foods business, which
has been valued at $80.0 million. Cash proceeds were utilized to repay debt
outstanding under the Company's revolving credit agreement. Due to the
uncertainty of realizability of the $30.0 million subordinated note, the note
has been valued at a nominal amount. The Company recorded an after-tax gain on
the sale of the Vegetables segment of $83.8 million. The gain is subject to
final valuations and appraisals of assets.
Net sales of discontinued operations were $139.8 million and $256.6
million for the six months ended November 29, 1998 and November 23, 1997,
respectively. The income tax provision (benefit) included in discontinued
operations was $(1.9) million and $2.2 million for the November 29, 1998 and
November 23, 1997 six months ended periods, respectively. Income (loss) from
discontinued operations includes interest expense allocations (based on the
short-term interest expense incurred and changes in working capital levels) of
$2.5 million and $4.7 million for the six months ended November 29, 1998 and
November 23, 1997, respectively.
3. INVENTORIES
The following is a tabulation of inventories by class at November 29, 1998,
November 23, 1997, and May 31, 1998.
November 29, November 23, May 31,
1998 1997 1998
----------- ----------- --------
(Unaudited)
Raw materials and supplies $ 52,199 $ 29,508 $ 45,266
Materials in process 22,740 25,305 12,432
Finished goods 135,322 101,380 87,390
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210,261 156,193 145,088
Less: Excess of current cost over stated
value of last-in, first-out inventories 9,683 10,892 9,683
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Total inventories $200,578 $145,301 $135,405
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4. BUSINESS SEGMENT INFORMATION
The following is a tabulation of the Company's business segment information for
the quarters and six months ended November 29, 1998 and November 23, 1997.
(Unaudited)
Dairy Pickles Specialty Corporate Consolidated
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SECOND QUARTER ENDED
November 29, 1998
Net sales $ 741,942 $ 85,889 $106,546 $ - $ 934,377
Operating earnings $ 30,063 $ 8,882 $ 15,443 $ (8,345) $ 46,043
November 23, 1997
Net sales $ 457,236 $ 79,337 $ 88,360 $ - $ 624,933
Operating earnings $ 27,561 $ 8,063 $ 12,996 $(11,481) $ 37,139
SIX MONTHS ENDED
November 29, 1998
Net sales $1,393,607 $179,294 $186,580 $ - $1,759,481
Operating earnings $ 62,566 $ 19,986 $ 26,612 $(16,812) $ 92,352
November 23, 1997
Net sales $ 913,198 $169,797 $161,794 $ - $1,244,789
Operating earnings $ 59,974 $ 17,385 $ 23,989 $(21,042) $ 80,306
5. ACQUISITIONS
During the first half of fiscal 1999, the Company acquired the assets of
Hillside Dairy in Cleveland Heights, Ohio on July 1, 1998, the assets of Barber
Dairies of Birmingham, Alabama on August 11, 1998, the stock of the U.C. Milk
Company in Madisonville, Kentucky on September 17, 1998 and the stock of
Berkeley Farms, Inc. of Hayward, California on November 4, 1998.
The acquisitions were all made for cash consideration except for the
Berkeley Farms acquisition which was for a combination of cash and Company
common stock. The total consideration for all the above mentioned transactions
was $120.7 million in cash and $37.4 million in Company common stock. In
addition, as discussed in Note 2, the Company acquired the assets of the aseptic
foods business of Agrilink Foods, Inc. in Benton Harbor, Michigan as part of the
consideration for the Company's Vegetables business.
These acquisitions were accounted for as purchases and have been
recorded using preliminary valuations of the assets and liabilities acquired.
Goodwill arising from these acquisitions will be amortized using the
straight-line method over periods up to 40 years. The operating results of each
acquisition have been included in the Company's results of operations since the
date of acquisition.
6. LEGAL PROCEEDINGS
See PART II, Item 1 for a discussion of pending legal proceedings.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
SECOND QUARTER FISCAL 1999 VERSUS SECOND QUARTER FISCAL 1998
RESULTS OF CONTINUING OPERATIONS
Net sales of $934.4 million for the second quarter of fiscal 1999 increased from
$624.9 million in the prior year. Net sales increased primarily the result of
acquisitions made during the latter half of fiscal 1998 and the beginning of
fiscal 1999. Operating earnings increased 24.0% to $46.0 million from $37.1
million in fiscal 1998. Each business segment reported higher fiscal 1999
earnings in comparison to the prior year. Second quarter fiscal 1999 income from
continuing operations was $23.4 million, or $.58 per diluted share, versus $20.5
million, or $.50 per diluted share, in the prior year.
BUSINESS SEGMENTS
DAIRY - Net sales in the dairy segment were $741.9 million in fiscal
1999 compared to $457.2 million in fiscal 1998, a 62.3% increase. The majority
of the net sales increase is due to recent acquisitions, with slight
improvements due to higher Milk Chug product sales and base dairy business
volume increases. Dairy segment operating earnings, however, only increased 9.1%
to $30.1 million, due to volatility in butterfat and raw milk costs and costs
associated with integration of acquisitions. The segment's operating margins
declined from 6.0% in the second quarter of fiscal 1998 to 4.1% in fiscal 1999.
Fiscal 1999 butterfat prices peaked in September and fell sharply by November,
while raw milk prices continued to rise to record levels. Such volatility had a
negative earnings impact of approximately $2 million on the second quarter of
fiscal 1999. Short-term expectations are for butterfat to further decline and
for raw milk costs to peak during the third quarter before gradually declining
into the fourth quarter. Second quarter improved operating efficiencies were
partially offset by continued acquisition assimilation and integration costs
totaling approximately $4 million.
PICKLES - The Pickles segment experienced higher second quarter fiscal
1999 net sales of $85.9 million, an 8.3 % increase, compared to $79.3 million
for the same period a year ago. Operating earnings increased 10.2% to $8.9
million. The sales and earnings increases are attributed to the Schwartz Pickle
Company, a refrigerated food service pickle company, acquired at the end of
fiscal 1998, as the base branded business declined slightly from the prior year.
SPECIALTY - Specialty segment net sales increased 20.6%, to $106.5
million, in the second quarter of fiscal 1999. Operating earnings for the second
quarter of fiscal 1999 of $15.4 million were 18.8% higher than earnings in the
prior year. The sales and earnings increases are due primarily to the
acquisition of the aseptic foods business acquired in conjunction with
disposition of the Company's Vegetables segment. Also contributing to the sales
and earnings increases were increased sales of powdered products and improved
efficiencies from fiscal 1998 facility expansion.
CORPORATE
Corporate expenses decreased $3.1 million in the second quarter of fiscal 1999
versus the same period of the prior year primarily due to lower incentive and
stock-related compensation plan expenses.
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INTEREST EXPENSE
Interest expense increased $3.4 million in the second quarter compared to the
same period of the prior year. Additional interest expense associated with
increased borrowing under the revolving credit agreement used to fund
acquisitions and the issuance of $150 million of Senior Notes during the second
quarter of fiscal 1998 contributed to the increase.
INCOME TAXES
The effective income tax rate for the second quarter of fiscal 1999 was 39.0%
compared to a rate of 38.7% for the second quarter a year ago.
DISCONTINUED OPERATIONS
The loss from discontinued operations, net of taxes, for the second quarter of
fiscal 1999 was $1.2 million, or $.03 per diluted share, compared to income from
discontinued operations, net of taxes, of $6.1 million, or $.14 per diluted
share, for the prior year. On September 23, 1998, the Company sold the stock of
Dean Foods Vegetable Company to Agrilink Foods, Inc. (Agrilink) for $365.0
million in cash, a $30.0 million Agrilink subordinated note and Agrilink's
aseptic foods business. Due to the uncertainty of realizability of the $30.0
million subordinated note, the note has been valued at a nominal amount. Sale of
the discontinued operations resulted in an after-tax gain of $83.8 million, or
$2.05 per diluted share. The gain is subject to final valuations and appraisals
of assets.
SIX MONTHS ENDED FISCAL 1999 VERSUS SIX MONTHS ENDED FISCAL 1998
RESULTS OF CONTINUING OPERATIONS
Net sales for the six months ended fiscal 1999 of $1.8 billion were $514.7
million, or 41.3%, higher than sales of $1.2 billion in the prior year. Net
sales increased in all business segments, with the majority of the increase due
to acquisitions completed in the Dairy and Specialty segments. Operating
earnings increased to $92.4 million, or 15.0%, from $80.3 million in fiscal
1998, reflecting improved earnings in all business segments and a reduction in
Corporate expenses. Income from continuing operations for the six months ended
fiscal 1999 was $46.3 million, or $1.14 per diluted share, versus $44.8 million,
or $1.08 per diluted share, for the same period in the fiscal 1998.
BUSINESS SEGMENTS
DAIRY - Dairy segment net sales of $1.4 billion were $480.4 million, or
52.6%, higher than fiscal 1998. The majority of the sales increase was related
to fiscal 1998 and 1999 acquisitions, and to a lesser extent, volume increases
in base Dairy business. Operating earnings of $62.6 million were 4.3% greater
than earnings of the prior year. First quarter earnings were relatively flat
compared to the prior year as rising butterfat costs which benefited the fluid
milk business were offset by negative impacts in the ice cream and extended
shelf life operations. Second quarter operating efficiency improvements were
partially offset by commodity volatility and acquisition integration costs.
PICKLES - Fiscal 1999 Pickle segment net sales increased $9.5 million,
or 5.6%, over the six month period of fiscal 1998. Increased sales due to the
May 1998 acquisition of the Schwartz Pickle Company offset a slight volume
decrease in the base business. Schwartz earnings more than offset the impact of
the base volume decreases, resulting in an operating earnings increase of $2.6
million, or 15.0%.
SPECIALTY - The Specialty segment reported a sales increase of $24.8
million, to $186.6 million. Operating earnings increased 10.9% to $26.6 million
for the six months ended fiscal 1999. The increases in sales and earnings are
primarily a result of the aseptic foods business acquired in conjunction with
the sale of the Vegetables segment.
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CORPORATE
Corporate expenses decreased $4.2 million for the six months of fiscal 1999
compared to the same period of the prior year, primarily due to lower
compensation expense related to certain stock-based incentive plans.
INTEREST EXPENSE
Interest expense for the six months of fiscal 1999 increased $8.9 million versus
the same period of the prior year. Increased borrowing under the revolving
credit agreement used to fund acquisitions and the issuance of $150 million of
Senior Notes during the second quarter of fiscal 1998 accounted for the
increased expense.
INCOME TAXES
The effective income tax rate of fiscal 1999 was 39.0% compared to a rate of
38.9% for the first six months of fiscal 1998.
DISCONTINUED OPERATIONS
The loss from discontinued operations, net of taxes, for the six months ended
fiscal 1999 was $2.9 million versus income from discontinued operations, net of
taxes, of $3.3 million in fiscal 1998. The sale of the Vegetables segment
resulted in an after-tax gain of $83.8 million, or $2.05 per diluted share.
LIQUIDITY AND CAPITAL RESOURCES
As of November 29, 1998 there have been no material changes in the Company's
liquidity or its capital resources from those described in the Management's
Discussion and Analysis contained in the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1998. The Company's use of the cash proceeds
received from the disposition of its Vegetables segment and the financing of
acquisition activity is discussed below. Cash and temporary cash investments
were $32.3 million at November 29, 1998.
Working capital at November 29, 1998 was $139.2 million compared to
$67.3 million at May 31, 1998, and inventories at November 29, 1998 were $200.6
million, an increase of $65.2 million over the balance at May 31, 1998. The
increase in working capital and inventories were primarily the result of fiscal
1999 Dairy and Specialty acquisitions. The inventories increase also reflects
the typical seasonal increase resulting from the cucumber harvest. November 1998
accounts receivable were impacted by higher sales which reflect the pass-through
of higher dairy costs and the initial funding of receivables for a fiscal 1999
acquisition in which receivables were not included in the assets purchased.
November 29, 1998 inventories were $55.3 million higher than inventories a year
ago due to the additional inventory associated with acquisitions completed
during fiscal 1999 and the latter half of fiscal 1998.
Seasonal working capital requirements are funded using the Company's
Revolving Credit Agreement and bilateral lines of credit. There were $9.5
million of short-term borrowings outstanding at November 29, 1998, compared to
$12.0 million at May 31, 1998.
CASH FLOW - The net change in cash for the six months ended fiscal 1999
was an increase of $20.3 million. Net cash provided from continuing operations
was $9.5 million for the six months ended November 29, 1998 versus $53.0 million
in fiscal 1998. The decrease is due to the increased financing of working
capital in fiscal 1999 discussed previously.
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Net cash used in investing activities was $177.5 million for the first
six months of fiscal 1999 compared to $106.9 million for the same period in
fiscal 1998. Fiscal 1999 investing activities include $120.7 million of cash
paid for acquisitions versus $53.5 million paid during the first half of fiscal
1998. Capital expenditures were relatively flat in comparison to the prior year.
Net cash used in financing activities was $164.1 million for the six
months of fiscal 1998 versus net cash provided of $143.5 million for the same
period of fiscal 1998. Cash proceeds from the sale of discontinued operations
used to repay debt outstanding under the Company's Revolving Credit Agreement
account for the majority of this change. Fiscal 1999 financing activities also
include additional long-term borrowings under the Company's Revolving Credit
Agreement used to fund current fiscal year acquisitions.
Discontinued operations for the six months of fiscal 1999 generated net
cash of $352.3 million, which included cash proceeds on the sale of the
Vegetables segment of $365.0 million.
YEAR 2000 COMPLIANCE
As discussed in the Company's Annual Report on Form 10-K, the Company is
currently assessing and modifying its computer, production and facility systems
and business processes to provide for their continued functionality. The Company
is also continuing to assess the readiness of external parties and coordinating
efforts to address the Year 2000 issue with those entities. The Company is
augmenting previously scheduled computer maintenance with procedures designed to
locate and correct Year 2000 problems and accelerating normal equipment and
software replacement schedules. The Company continues to expect that
substantially all new systems upgrades or reprogramming efforts will be
completed by June 30, 1999. The costs associated with these procedures have not
been and are not expected to be material to the Company's financial condition or
results of operations.
The Company believes that modification of existing software and
conversions to new software will result in Year 2000 compliance. However, given
the complexity of the Year 2000 issue, the impact on business operations due to
failure by the Company to achieve compliance or failure by external entities,
such as suppliers and vendors, to achieve compliance, which the Company cannot
control, could adversely affect the Company's consolidated results of
operations.
FORWARD LOOKING STATEMENTS
Certain statements in this Quarterly Report are "forward looking statements" as
defined by the Private Securities Litigation Reform Law of 1995. These
statements, which may be indicated by words such as "expects", "intends",
"believes", "forecasts", or other words of similar meaning, involve certain
risks and uncertainties that may cause actual results to differ materially from
expectations as of the date of this Report. These risks include, but are not
limited to, risks associated with the Company's acquisition strategy, adverse
weather conditions resulting in poor harvest conditions, raw milk costs and
butterfat prices, interest rate fluctuations, competitive pricing pressures,
marketing and cost-management programs, changes in government programs and
shifts in market demand. Additional information concerning these and other risks
is contained in the Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1998.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There has been no material change in the legal proceedings reported
under Item 3 - Legal Proceedings, of the Company's Annual Report on
Form 10-K for the fiscal year ended May 31, 1998.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11 Basic and Diluted Income per Share
12 Computation of Ratio of Earnings to Fixed Charges
27 Financial Data Schedules
.1 Six Months Ended November 29, 1998
.2 Six Months Ended November 23, 1997 (Restated)
(b) Reports on Form 8-K
None filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DEAN FOODS COMPANY
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(Registrant)
DATE: January 13, 1999 /s/ William R. McManaman
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WILLIAM R. McMANAMAN
Vice President, Finance and
Chief Financial Officer
DATE: January 13, 1999 /s/ William M. Luegers, Jr.
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WILLIAM M. LUEGERS, JR.
Controller
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