EXHIBIT 99.3
[DEAN FOODS LOGO]
NEWS RELEASE
Contact: Cory Olson
Senior Vice President and Treasurer
(214) 303-3645
P.I. Aquino
Assistant Treasurer
(214) 303-3437
- --------------------------------------------------------------------------------
DEAN FOODS COMPANY REPORTS RECORD SECOND QUARTER RESULTS
AND RAISES EARNINGS ESTIMATES FOR 2002
Pro Forma Diluted Earnings Per Share Grew 15% to $0.76
CEO and CFO File Sworn Statements With SEC Regarding Integrity of
Financial Statements
DALLAS, August 8, 2002 - Dean Foods Company (NYSE: DF) today announced
record results for the quarter ended June 30, 2002. Second quarter net sales
totaled $2.4 billion, growing 55% over the second quarter of 2001. Diluted
earnings per share totaled $0.72, an increase of 31% compared with $0.55 in the
second quarter of 2001. Net income for the second quarter was $73.2 million, an
increase of 112% versus $34.6 million in the second quarter of 2001.
On a pro forma basis, diluted earnings per share for the second quarter
totaled $0.76, an increase of 15% over pro forma earnings of $0.66 per share in
last year's second quarter. Pro forma net income for the second quarter grew 84%
to $77.4 million, compared with pro forma net income of $42.1 million in the
second quarter of 2001.
Second quarter 2002 pro forma results exclude restructuring charges of
$6.7 million related to plant closings in Puerto Rico and Vermont and a Dairy
Group distribution facility in Virginia. Second quarter 2001 pro forma results
have been adjusted to reflect the elimination of goodwill and other intangible
amortization. A reconciliation table between earnings per share and pro forma
earnings per share is attached.
"We are proud of our performance this quarter and are on track to
deliver outstanding results in 2002," said Gregg Engles, Chairman and Chief
Executive Officer of Dean Foods. "We achieved approximately $29 million in
merger synergies during the second quarter and anticipate that we will deliver
total synergies in excess of $100 million this year, significantly more than our
original estimate. As a result, we are raising our estimate for 2002 pro forma
diluted earnings per share to a range of $2.75 to $2.78 per share. We expect
third quarter pro forma diluted earnings per share to be in the range of $0.67
to $0.69 per share."
The company reported second quarter operating income of $178.4 million
versus $102.9 million in the second quarter of 2001, an increase of 73%. Pro
forma operating income totaled $185.0 million, an increase of 60% over pro forma
operating income of $115.6 million in the second quarter of 2001. Pro forma
second quarter 2002 operating income margins were 7.87%, an increase of 26 basis
points versus the pro forma results from the second quarter of last year.
Operating income margin gains were due primarily to realized merger synergies
and the decline in raw milk costs compared with the prior year.
Free cash flow for the quarter, defined as pro forma EBITDA less
interest, taxes and capital expenditures was $59.1 million. In the second
quarter of 2001, free cash flow totaled $45.3 million.
The company's long-term debt, including $139 million in current
liabilities, at the end of the quarter was approximately $3.0 billion, and the
Debt-to-EBITDA ratio was approximately 3.4 times. At June 30, 2002,
approximately $693 million of the company's $2.7 billion bank facility remained
undrawn and available for future investments.
RECENT DEVELOPMENTS
o Today the company's CEO and CFO filed the sworn statements
required by the Securities and Exchange Commission of the
country's 947 largest public companies. The statements were
signed in the form mandated by the SEC without exception.
"We have always taken our financial reporting responsibility
extremely seriously, and we stand by the integrity of our
financial statements," said Engles.
o In July, the company announced a new licensing arrangement
with Land O'Lakes. The new arrangement grants Dean Foods a
perpetual license to use the Land O'Lakes(R) brand name
nationally
on a broad range of fluid milk and cultured dairy products,
including all basic fluid dairy products, as well as a variety
of other value-added products. In mid-August 2002, Morningstar
Foods will launch Land O'Lakes Dairy Ease lactose-free milk,
the first new product resulting from the expanded
relationship.
"By strengthening our alliance with Land O'Lakes, we are
another step closer to our stated goal of building a more
branded food and beverage company," said Engles. "Because we
now have greater rights to use the Land O'Lakes brand, as well
as increased marketing and distribution responsibilities for
the products, we will be better positioned to invest in the
continued growth of the Land O'Lakes brand. Our efforts,
together with Land O'Lakes' continued promotion of the brand
on its core products should significantly strengthen the
entire Land O'Lakes brand franchise."
o In May, the company acquired the assets of Marie's Quality
Foods, Marie's Dressings, Inc. and Marie's Associates, makers
of Marie's(R) brand dips and dressings in the western United
States. Prior to the acquisition, Dean Foods licensed the
Marie's brand to Marie's Quality Foods and Marie's Dressings,
Inc. for use in connection with the manufacturing and sale of
dips and dressings in the western United States. With this
acquisition, Dean Foods is now the sole owner, manufacturer
and marketer of Marie's brand products nationwide.
"By completing this transaction, we consolidated the Marie's
brand nationally, allowing us greater ability to invest
efficiently in product innovation and branding," Engles said.
"It is another important step toward focusing our efforts on
brands that we own or control."
o In May, Dean Foods completed the acquisition of the remaining
64% equity interest in White Wave, Inc. it did not already
own. White Wave, based in Boulder, Co., is the maker of
Silk(R), the leading refrigerated soymilk in the country. For
financial reporting purposes, White Wave's results will be
aggregated with the company's Morningstar segment.
"We believe that soymilk is one of the most promising branded
growth opportunities in the food and beverage industry today,"
said Engles. "With its proven record of success in the soymilk
category, we believe White Wave is well positioned to take
advantage of the explosive growth potential that this category
holds. Dean Foods is committed to investing, innovating and
branding in the functional beverage arena, and this
transaction is another step toward delivering on that
commitment."
o Dean Foods completed its two-for-one common stock split and
began trading on a split-adjusted basis on April 24, 2002. All
share and per share amounts in this press release have been
adjusted to reflect the stock split.
SEGMENT RESULTS
Dairy Group sales for the second quarter totaled $1.8 billion, an
increase of 45% over $1.2 billion in the second quarter of 2001. The sales
growth was due primarily to the addition of the legacy Dean dairies.
Dairy Group pro forma operating income in the second quarter improved
66% to $142.4 million, and pro forma operating margins increased 102 basis
points to 7.92% of sales, due to synergies from the merger transaction and lower
raw milk costs. The average Class I mover, as determined on a monthly basis by
the USDA, declined 21% in the second quarter to $11.25 per hundred weight in
comparison to the comparable period in 2001.
Morningstar/White Wave sales in the second quarter totaled $263.8
million, an increase of 47%. The increase was due primarily to the addition of
legacy Dean's National Refrigerated Products segment and White Wave.
Pro forma operating income in the second quarter for Morningstar/White
Wave was $30.8 million, up 16% compared to last year, and operating margins were
down 315 basis points to 11.69%, due to the previously announced phase-out of
the Lactaid and Nestle brands and incremental marketing spending toward the
company's branded and value-added growth platforms, including White Wave.
Specialty Foods sales totaled $177.4 million and operating income was
$25.4 million, or 14.3% of sales. "We are very proud of the accomplishments of
our Specialty Foods segment in the second quarter," said Engles. "The Specialty
Foods team has moved aggressively to reduce costs, innovate in packaging and
drive profitability, resulting in substantial margin improvement over last
year."
RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2002
The company recorded net sales growth of 55% to $4.6 billion for the
six months ended June 30, 2002, compared with $3.0 billion during the first half
of 2001. Net income for the first six months totaled $81.3 million,
compared with $56.7 million in the first six months of 2001. Pro forma net
income for the six months totaled $133.5 million, an increase of 82% over $73.5
million in the first half of 2001.
Diluted earnings per share for the six months ended June 30, 2002
declined to $0.85, compared with $0.94 in the first half of 2001. Pro forma
diluted earnings per share for the six months totaled $1.33, an increase of 14%
compared with $1.17 in the first half of 2001.
Pro forma results for the six months ended June 30, 2002 exclude
restructuring charges of $7.9 million related to plant closings and exclude a
one-time charge of $47.3 million, net of income tax, related to the write-down
of certain trademarks due to the implementation of Financial Accounting Standard
(FAS) 142, "Goodwill and Other Intangible Assets." Pro forma results for the
first six months of 2001 have been adjusted to exclude plant closing charges and
to reflect the elimination of goodwill and other intangible amortization. In
addition, pro forma 2001 results exclude the cumulative effect of the accounting
change for the adoption of FAS 133 in the first quarter of 2001. A
reconciliation table between earnings per share and pro forma earnings per share
is attached.
The company reported operating income for the six months of $326.7
million versus $186.8 million in the first six months of 2001, an increase of
75%. Pro forma operating income totaled $334.6 million, an increase of 57% over
pro forma $212.9 million in the first half of 2001. Pro forma operating income
margins for the first half of 2002 were 7.22%, an increase of 8 basis points
versus the pro forma results from the first six months of last year.
Free cash flow for the first six months of 2002 was $131.5 million,
compared with $92.7 million in the first half of 2001.
CONFERENCE CALL WEBCAST
A webcast to discuss the company's financial results and outlook will
be held at 10:00 a.m. eastern today and may be heard live by visiting the
"Webcasts" section of the company web site at www.deanfoods.com.
ABOUT DEAN FOODS
Dean Foods Company is one of the nation's leading food and beverage
companies. The company produces a full line of company-branded and private label
dairy products such as milk and milk-based beverages, ice cream, coffee
creamers, half and half, whipping cream, whipped toppings, sour cream, cottage
cheese, yogurt, dips, dressings and `soy milk. The company is also a leading
supplier of pickles and other specialty food products,
juice, juice drinks and water. The company operates over 120 plants in 38 U.S.
states and 3 countries, and employs more than 30,000 people.
Some of the statements in this press release are "forward-looking" and
are made pursuant to the safe harbor provision of the Securities Litigation
Reform Act of 1995. These "forward-looking" statements include statements
relating to, among other things, the company's projected earnings per share,
merger synergies, cash flow and capital expenditures, as well as the company's
expectations concerning its branding initiatives. These statements involve risks
and uncertainties that may cause results to differ materially from the
statements set forth in this press release. The company's ability to meet
targeted financial and operating results during the remainder of 2002, including
targeted sales, operating margins, earnings per share and cash flow depends on a
variety of economic, competitive and governmental factors, many of which are
beyond the company's control and which are described in the company's filings
with the Securities and Exchange Commission. The company's ability to profit
from its branding initiatives depends on a number of factors including primarily
consumer acceptance of the company's products. The forward-looking statements in
this press release speak only as of the date of this release. The company
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to such statements to reflect any change in its
expectations with regard thereto or any changes in the events, conditions or
circumstances on which any such statement is based.
(Tables to follow)
# # #
DEAN FOODS COMPANY
(Dollars in thousands, except per share data)
<Table>
<Caption>
REPORTED PRO FORMA (A)
------------------------------ ------------------------------
Three months ended Three months ended
June 30, June 30,
------------------------------ ------------------------------
2002 2001 2002 2001
------------- ------------- ------------- -------------
Net sales $ 2,350,956 $ 1,517,541 $ 2,350,956 $ 1,517,541
Cost of sales 1,738,644 1,163,947 1,738,644 1,163,947
------------- ------------- ------------- -------------
Gross profit 612,312 353,594 612,312 353,594
Operating costs and expenses 427,265 250,691 427,265 238,027
Plant closing costs 6,665
------------- ------------- ------------- -------------
Operating income 178,382 102,903 185,047 115,567
Interest expense & financing charges on preferred securities 60,709 34,330 60,709 34,330
(Earnings) from unconsolidated affiliates (1,404) (1,186) (1,404) (2,066)
Other (income) expense 739 (189) 739 (189)
------------- ------------- ------------- -------------
Income before income taxes and minority interest 118,338 69,948 125,003 83,492
Income taxes 45,104 25,982 47,570 29,602
Minority interest 7 9,363 7 11,759
------------- ------------- ------------- -------------
Net income $ 73,227 $ 34,603 $ 77,426 $ 42,131
============= ============= ============= =============
Basic earnings per share $ 0.81 $ 0.63 $ 0.86 $ 0.76
============= ============= ============= =============
Basic average common shares (000's) 90,050 55,121 90,050 55,121
Diluted earnings per share $ 0.72 $ 0.55 $ 0.76 $ 0.66
============= ============= ============= =============
Diluted average common shares (000's) 108,989 72,228 108,989 72,228
</Table>
(A) Pro forma results for second quarter 2002 are adjusted to exclude plant
closing costs. Pro forma results for second quarter 2001 are adjusted
to eliminate goodwill and other intangible amortization.
DEAN FOODS COMPANY
(Dollars in thousands, except per share data)
<Table>
<Caption>
REPORTED PRO FORMA (B)
---------------------------- ----------------------------
Six months ended Six months ended
June 30, June 30,
---------------------------- ----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Net sales $ 4,632,941 $ 2,982,613 $ 4,632,941 $ 2,982,613
Cost of sales 3,464,340 2,281,774 3,464,340 2,281,774
------------ ------------ ------------ ------------
Gross profit 1,168,601 700,839 1,168,601 700,839
Operating costs and expenses 834,032 513,215 834,032 487,960
Plant closing costs 7,898 843
------------ ------------ ------------ ------------
Operating income 326,671 186,781 334,569 212,879
Interest expense & financing charges on preferred securities 120,982 70,028 120,982 70,028
(Earnings) from unconsolidated affiliates (1,807) (2,859) (1,807) (4,593)
Other expense 453 502 453 502
------------ ------------ ------------ ------------
Income before income taxes and minority interest 207,043 119,110 214,941 146,942
Income taxes 78,442 44,649 81,383 52,199
Minority interest 16 16,341 16 21,293
------------ ------------ ------------ ------------
Net income before cumulative effect of accounting
change 128,585 58,120 133,542 73,450
Cumulative effect of accounting change (47,316) (1,446)
------------ ------------ ------------ ------------
Net income $ 81,269 $ 56,674 $ 133,542 $ 73,450
============ ============ ============ ============
Basic earnings per share:
Income before cumulative effect of accounting change $ 1.44 $ 1.06
Cumulative effect of accounting change (0.53) (0.03)
------------ ------------
Net income $ 0.91 $ 1.03 $ 1.49 $ 1.34
============ ============ ============ ============
Basic average common shares (000's) 89,466 54,917 89,466 54,917
Diluted earnings per share:
Income before cumulative effect of accounting change $ 1.29 $ 0.96
Cumulative effect of accounting change (0.44) (0.02)
------------ ------------
Net income $ 0.85 $ 0.94 $ 1.33 $ 1.17
============ ============ ============ ============
Diluted average common shares (000's) 108,484 71,897 108,484 71,897
</Table>
(B) Pro forma results for the first six months of 2002 are adjusted to
exclude plant closing costs and the cumulative effect of accounting
change related to the write-down of certain trademarks due to the
implementation of FAS 142, "Goodwill and Other Intangible Assets". Pro
forma results for first six months of 2001 are adjusted to exclude
plant closing costs, to exclude the cumulative effect of accounting
change due to the implementation of FAS 133, "Accounting for Derivative
Instruments and Hedging Activities", and to eliminate goodwill and
other intangible amortization.
DEAN FOODS COMPANY
Condensed Balance Sheet
(Dollars in Thousands)
<Table>
<Caption>
June 30, December 31,
2002 2001
------------- -------------
ASSETS
Cash and cash equivalents $ 67,350 $ 78,260
Other current assets 1,313,941 1,403,924
------------- -------------
Total current assets 1,381,291 1,482,184
Property, plant & equipment 1,620,119 1,668,592
Intangibles & other assets 3,841,513 3,581,121
------------- -------------
Total Assets $ 6,842,923 $ 6,731,897
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Total current liabilities $ 1,159,318 $ 1,174,963
Long-term debt 2,886,912 2,971,525
Other long-term liabilities 561,791 524,924
Mandatorily redeemable TIPES 584,886 584,605
Stockholders' equity:
Common stock 903 879
Additional paid-in capital 1,051,666 961,705
Retained earnings 624,409 543,139
Other comprehensive income (26,962) (29,843)
------------- -------------
Total stockholders' equity 1,650,016 1,475,880
------------- -------------
Total Liabilities and Stockholders' Equity $ 6,842,923 $ 6,731,897
============= =============
</Table>
Earnings Per Share Summary and Reconciliation
<Table>
<Caption>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ---------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Diluted earnings per share $ 0.72 $ 0.55 $ 0.85 $ 0.94
Elimination of amortization:
Goodwill amortization 0.10 0.19
Trademark amortization 0.01 0.02
Nonrecurring losses:
Plant closing costs (1) 0.04 0.04
Cumulative effect of accounting change (2) 0.44 0.02
------------ ------------ ------------ ------------
Pro forma diluted earnings per share $ 0.76 $ 0.66 $ 1.33 $ 1.17
============ ============ ============ ============
</Table>
(1) Plant closing costs in the second quarter of 2002 related to the
closings of plants in Puerto Rico and Vermont, as well as a Dairy Group
distribution facility; in addition, a Dairy Group plant in Michigan was
closed in the six month period.
(2) Cumulative effect of accounting change in 2002 was related to the
write-down of certain trademarks due to the implementation of FAS 142,
"Goodwill and Other Intangible Assets". In 2001 the cumulative effect of
accounting change was the result of the adoption of FAS 133, "Accounting
for Derivative Instruments and Hedging Activities".
DEAN FOODS COMPANY
Segment Information
(Dollars in thousands)
<Table>
<Caption>
Reported Pro Forma
Three Months Ended June 30, Three Months Ended June 30,
---------------------------- ----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Revenue
Dairy Group $ 1,798,714 $ 1,240,098 $ 1,798,714 $ 1,240,098
Morningstar Foods/White Wave 263,796 178,938 263,796 178,938
Specialty Foods 177,364 177,364
Corporate / Other 111,082 98,505 111,082 98,505
------------ ------------ ------------ ------------
Consolidated $ 2,350,956 $ 1,517,541 $ 2,350,956 $ 1,517,541
============ ============ ============ ============
Operating Income
Dairy Group $ 137,113 $ 75,681 $ 142,382 $ 85,545
Morningstar Foods/White Wave 30,835 24,748 30,835 26,550
Specialty Foods 25,367 25,367
Corporate / Other (14,933) 2,474 (13,537) 3,472
------------ ------------ ------------ ------------
Consolidated $ 178,382 $ 102,903 $ 185,047 $ 115,567
============ ============ ============ ============
</Table>
<Table>
<Caption>
Reported Pro Forma
Six Months Ended June 30, Six Months Ended June 30,
---------------------------- ----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Revenue
Dairy Group $ 3,576,218 $ 2,440,772 $ 3,576,218 $ 2,440,772
Morningstar Foods/White Wave 502,376 345,627 502,376 345,627
Specialty Foods 338,578 338,578
Corporate / Other 215,769 196,214 215,769 196,214
------------ ------------ ------------ ------------
Consolidated $ 4,632,941 $ 2,982,613 $ 4,632,941 $ 2,982,613
============ ============ ============ ============
Operating Income
Dairy Group $ 263,347 $ 142,312 $ 269,849 $ 162,819
Morningstar Foods/White Wave 53,940 46,265 53,940 49,831
Specialty Foods 46,154 46,154
Corporate / Other (36,770) (1,796) (35,373) 229
------------ ------------ ------------ ------------
Consolidated $ 326,671 $ 186,781 $ 334,570 $ 212,879
============ ============ ============ ============
</Table>
Summary Financial Information
(Dollars in thousands)
<Table>
<Caption>
Reported Pro Forma
Three Months Ended June 30, Three Months Ended June 30,
--------------------------- ---------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Depreciation $ 39,157 $ 24,008 $ 39,157 $ 24,008
Amortization of intangibles 1,135 13,456 1,135 792
Amortization shown in interest expense 3,237 666 3,237 666
Capital expenditures 60,498 35,585 60,498 35,585
</Table>
<Table>
<Caption>
Six Months Ended June 30, Six Months Ended June 30,
--------------------------- ---------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Depreciation $ 82,115 $ 47,830 $ 82,115 $ 47,830
Amortization of intangibles 3,347 26,797 3,347 1,542
Amortization shown in interest expense 5,799 1,332 5,799 1,332
Capital expenditures 91,528 55,317 91,528 55,317
</Table>