We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Dean Foods Company New | NYSE:DF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.80 | 0 | 01:00:00 |
Form 10-Q
|
(Mark One)
|
|
ý
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
Delaware
|
|
75-2559681
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer
identification no.)
|
|
Large accelerated filer
|
ý
|
|
|
Accelerated filer
|
¨
|
|
|
|
|
||
Non-accelerated filer
|
¨
|
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
¨
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
¨
|
|
|
|
Page
|
|
|
|
|
|
|
Item 1
|
—
|
|
||
Item 2
|
—
|
|
||
Item 3
|
—
|
|
||
Item 4
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
Item 1A
|
—
|
|
||
Item 6
|
—
|
|
||
|
|
|
|
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
31,509
|
|
|
$
|
17,980
|
|
Receivables, net of allowances of $6,189 and $5,118
|
601,869
|
|
|
669,200
|
|
||
Income tax receivable
|
7,191
|
|
|
5,578
|
|
||
Inventories
|
287,222
|
|
|
284,484
|
|
||
Deferred income taxes
|
—
|
|
|
37,504
|
|
||
Prepaid expenses and other current assets
|
40,292
|
|
|
43,884
|
|
||
Total current assets
|
968,083
|
|
|
1,058,630
|
|
||
Property, plant and equipment, net
|
1,124,089
|
|
|
1,163,851
|
|
||
Goodwill
|
167,535
|
|
|
154,112
|
|
||
Identifiable intangible and other assets, net
|
213,231
|
|
|
207,897
|
|
||
Deferred income taxes
|
21,310
|
|
|
21,737
|
|
||
Total
|
$
|
2,494,248
|
|
|
$
|
2,606,227
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
655,298
|
|
|
$
|
706,981
|
|
Current portion of debt
|
142,173
|
|
|
140,806
|
|
||
Total current liabilities
|
797,471
|
|
|
847,787
|
|
||
Long-term debt, net
|
762,125
|
|
|
745,245
|
|
||
Deferred income taxes
|
99,942
|
|
|
126,009
|
|
||
Other long-term liabilities
|
226,499
|
|
|
276,630
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, none issued
|
—
|
|
|
—
|
|
||
Common stock, 90,913,564 and 90,586,741 shares issued and outstanding, with a par value of $0.01 per share
|
909
|
|
|
906
|
|
||
Additional paid-in capital
|
656,721
|
|
|
653,629
|
|
||
Retained earnings
|
36,938
|
|
|
45,654
|
|
||
Accumulated other comprehensive loss
|
(86,357
|
)
|
|
(89,633
|
)
|
||
Total stockholders’ equity
|
608,211
|
|
|
610,556
|
|
||
Total
|
$
|
2,494,248
|
|
|
$
|
2,606,227
|
|
|
Three Months Ended
June 30 |
|
Six Months Ended
June 30 |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
$
|
1,926,722
|
|
|
$
|
1,848,788
|
|
|
$
|
3,922,408
|
|
|
$
|
3,727,616
|
|
Cost of sales
|
1,459,342
|
|
|
1,355,535
|
|
|
2,992,903
|
|
|
2,730,295
|
|
||||
Gross profit
|
467,380
|
|
|
493,253
|
|
|
929,505
|
|
|
997,321
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Selling and distribution
|
338,144
|
|
|
331,150
|
|
|
683,340
|
|
|
664,037
|
|
||||
General and administrative
|
73,100
|
|
|
86,614
|
|
|
172,636
|
|
|
171,765
|
|
||||
Amortization of intangibles
|
5,155
|
|
|
4,120
|
|
|
10,310
|
|
|
10,445
|
|
||||
Facility closing and reorganization costs, net
|
5,817
|
|
|
(1,400
|
)
|
|
15,103
|
|
|
(234
|
)
|
||||
Total operating costs and expenses
|
422,216
|
|
|
420,484
|
|
|
881,389
|
|
|
846,013
|
|
||||
Operating income
|
45,164
|
|
|
72,769
|
|
|
48,116
|
|
|
151,308
|
|
||||
Other (income) expense:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
16,419
|
|
|
16,830
|
|
|
33,883
|
|
|
33,706
|
|
||||
Other income, net
|
(805
|
)
|
|
(2,210
|
)
|
|
(1,761
|
)
|
|
(3,207
|
)
|
||||
Total other expense
|
15,614
|
|
|
14,620
|
|
|
32,122
|
|
|
30,499
|
|
||||
Income before income taxes
|
29,550
|
|
|
58,149
|
|
|
15,994
|
|
|
120,809
|
|
||||
Income tax expense
|
11,903
|
|
|
24,778
|
|
|
8,106
|
|
|
48,237
|
|
||||
Net income
|
$
|
17,647
|
|
|
$
|
33,371
|
|
|
$
|
7,888
|
|
|
$
|
72,572
|
|
Average common shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
90,882,415
|
|
|
91,244,745
|
|
|
90,796,585
|
|
|
91,406,969
|
|
||||
Diluted
|
91,369,030
|
|
|
91,679,813
|
|
|
91,365,946
|
|
|
91,995,078
|
|
||||
Basic income per common share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
0.19
|
|
|
$
|
0.37
|
|
|
$
|
0.09
|
|
|
$
|
0.79
|
|
Diluted income per common share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
0.19
|
|
|
$
|
0.36
|
|
|
$
|
0.09
|
|
|
$
|
0.79
|
|
Cash dividends declared per common share
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
Three Months Ended
June 30 |
|
Six Months Ended
June 30 |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
17,647
|
|
|
$
|
33,371
|
|
|
$
|
7,888
|
|
|
$
|
72,572
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Cumulative translation adjustments
|
—
|
|
|
(1,208
|
)
|
|
—
|
|
|
(1,055
|
)
|
||||
Pension and other postretirement liability adjustment, net of tax
|
1,632
|
|
|
1,550
|
|
|
3,276
|
|
|
3,035
|
|
||||
Other comprehensive income
|
1,632
|
|
|
342
|
|
|
3,276
|
|
|
1,980
|
|
||||
Comprehensive income
|
$
|
19,279
|
|
|
$
|
33,713
|
|
|
$
|
11,164
|
|
|
$
|
74,552
|
|
|
Common Stock
|
|
|
|
Retained Earnings
|
|
Accumulated Other
Comprehensive Income (Loss) |
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
Additional
Paid-In Capital
|
|
|
|
||||||||||||||
Balance, January 1, 2017
|
90,586,741
|
|
|
$
|
906
|
|
|
$
|
653,629
|
|
|
$
|
45,654
|
|
|
$
|
(89,633
|
)
|
|
$
|
610,556
|
|
Issuance of common stock
|
326,823
|
|
|
3
|
|
|
(883
|
)
|
|
—
|
|
|
—
|
|
|
(880
|
)
|
|||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
3,975
|
|
|
—
|
|
|
—
|
|
|
3,975
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
7,888
|
|
|
—
|
|
|
7,888
|
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,604
|
)
|
|
—
|
|
|
(16,604
|
)
|
|||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Pension and other postretirement benefit liability adjustment, net of tax of $2,057
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,276
|
|
|
3,276
|
|
|||||
Balance, June 30, 2017
|
90,913,564
|
|
|
$
|
909
|
|
|
$
|
656,721
|
|
|
$
|
36,938
|
|
|
$
|
(86,357
|
)
|
|
$
|
608,211
|
|
|
Common Stock
|
|
|
|
|
|
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
Additional
Paid-In Capital
|
|
Retained Earnings
(Accumulated
Deficit)
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|||||||||||||
Balance, January 1, 2016
|
91,428,274
|
|
|
$
|
914
|
|
|
$
|
679,916
|
|
|
$
|
(49,523
|
)
|
|
$
|
(85,803
|
)
|
|
$
|
545,504
|
|
Issuance of common stock, net of tax impact of share-based compensation
|
354,443
|
|
|
4
|
|
|
(1,956
|
)
|
|
—
|
|
|
—
|
|
|
(1,952
|
)
|
|||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
4,276
|
|
|
—
|
|
|
—
|
|
|
4,276
|
|
|||||
Repurchase of common stock
|
(1,371,185
|
)
|
|
(14
|
)
|
|
(24,986
|
)
|
|
—
|
|
|
—
|
|
|
(25,000
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
72,572
|
|
|
—
|
|
|
72,572
|
|
|||||
Dividends
|
—
|
|
|
—
|
|
|
(8,390
|
)
|
|
(8,283
|
)
|
|
—
|
|
|
(16,673
|
)
|
|||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,055
|
)
|
|
(1,055
|
)
|
|||||
Pension and other postretirement benefit liability adjustment, net of tax of $1,728
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,035
|
|
|
3,035
|
|
|||||
Balance, June 30, 2016
|
90,411,532
|
|
|
$
|
904
|
|
|
$
|
648,860
|
|
|
$
|
14,766
|
|
|
$
|
(83,823
|
)
|
|
$
|
580,707
|
|
|
Six Months Ended
June 30 |
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
7,888
|
|
|
$
|
72,572
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
86,489
|
|
|
87,876
|
|
||
Share-based compensation expense
|
6,659
|
|
|
11,797
|
|
||
(Gain) loss on divestitures and other, net
|
3,423
|
|
|
(4,984
|
)
|
||
Write-off of financing costs
|
1,080
|
|
|
—
|
|
||
Deferred income taxes
|
7,533
|
|
|
17,577
|
|
||
Other, net
|
(1,269
|
)
|
|
(9,626
|
)
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
||||
Receivables, net
|
68,351
|
|
|
79,875
|
|
||
Inventories
|
3,555
|
|
|
(307
|
)
|
||
Prepaid expenses and other assets
|
8,837
|
|
|
10,454
|
|
||
Accounts payable and accrued expenses
|
(73,253
|
)
|
|
(115,915
|
)
|
||
Income taxes receivable/payable
|
(1,613
|
)
|
|
(5,147
|
)
|
||
Litigation settlement
|
—
|
|
|
(18,853
|
)
|
||
Contributions to company sponsored pension plans
|
(38,500
|
)
|
|
—
|
|
||
Net cash provided by operating activities
|
79,180
|
|
|
125,319
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Payments for property, plant and equipment
|
(34,551
|
)
|
|
(45,752
|
)
|
||
Payments for acquisitions, net of cash acquired
|
(21,596
|
)
|
|
(157,321
|
)
|
||
Proceeds from sale of fixed assets
|
2,481
|
|
|
10,711
|
|
||
Other investments
|
(9,000
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(62,666
|
)
|
|
(192,362
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repayments of debt
|
(832
|
)
|
|
(895
|
)
|
||
Payments of financing costs
|
(1,764
|
)
|
|
—
|
|
||
Proceeds from senior secured revolver
|
120,900
|
|
|
118,100
|
|
||
Payments for senior secured revolver
|
(128,700
|
)
|
|
(104,800
|
)
|
||
Proceeds from receivables securitization facility
|
1,120,000
|
|
|
130,000
|
|
||
Payments for receivables securitization facility
|
(1,095,000
|
)
|
|
(70,000
|
)
|
||
Repurchase of common stock
|
—
|
|
|
(25,000
|
)
|
||
Cash dividends paid
|
(16,357
|
)
|
|
(16,514
|
)
|
||
Issuance of common stock, net of share repurchases for withholding taxes
|
(1,232
|
)
|
|
(646
|
)
|
||
Tax savings on share-based compensation
|
—
|
|
|
699
|
|
||
Net cash provided by (used in) financing activities
|
(2,985
|
)
|
|
30,944
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(825
|
)
|
||
Change in cash and cash equivalents
|
13,529
|
|
|
(36,924
|
)
|
||
Cash and cash equivalents, beginning of period
|
17,980
|
|
|
60,734
|
|
||
Cash and cash equivalents, end of period
|
$
|
31,509
|
|
|
$
|
23,810
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
|
(In thousands)
|
||||||
Raw materials and supplies
|
$
|
110,616
|
|
|
$
|
110,095
|
|
Finished goods
|
176,606
|
|
|
174,389
|
|
||
Total
|
$
|
287,222
|
|
|
$
|
284,484
|
|
Balance at December 31, 2016
|
$
|
154,112
|
|
Acquisitions (Note 2)
|
13,423
|
|
|
Balance at June 30, 2017
|
$
|
167,535
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
Acquisition Costs(1)
|
|
Impairment
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Acquisition Costs
|
|
Impairment
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||
Intangible assets with indefinite lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Trademarks
|
$
|
58,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
58,600
|
|
|
$
|
52,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,000
|
|
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Customer-related and other
|
80,685
|
|
|
—
|
|
|
(39,211
|
)
|
|
41,474
|
|
|
78,925
|
|
|
—
|
|
|
(37,050
|
)
|
|
41,875
|
|
||||||||
Trademarks
|
230,709
|
|
|
(109,910
|
)
|
|
(49,973
|
)
|
|
70,826
|
|
|
229,777
|
|
|
(109,910
|
)
|
|
(41,824
|
)
|
|
78,043
|
|
||||||||
Total
|
$
|
369,994
|
|
|
$
|
(109,910
|
)
|
|
$
|
(89,184
|
)
|
|
$
|
170,900
|
|
|
$
|
360,702
|
|
|
$
|
(109,910
|
)
|
|
$
|
(78,874
|
)
|
|
$
|
171,918
|
|
(1)
|
The increase in the carrying amount of intangible assets from
December 31, 2016
to
June 30, 2017
is related in part to an indefinite-lived trademark of
$6.6 million
and a finite-lived customer-related intangible of
$1.8 million
we recorded as a part of the Uncle Matt's acquisition. See Note
2
. Additionally, we acquired a finite-lived trademark of a regional artisan ice cream brand for
$0.9 million
during the period.
|
2017
|
$
|
20.7
|
|
2018
|
20.3
|
|
|
2019
|
20.3
|
|
|
2020
|
12.2
|
|
|
2021
|
10.5
|
|
|
June 30, 2017
|
|
|
December 31, 2016
|
|
||||||||
|
Amount
|
|
Interest
Rate
|
|
|
Amount
|
|
Interest
Rate
|
|
||||
|
(In thousands, except percentages)
|
|
|||||||||||
Dean Foods Company debt obligations:
|
|
|
|
|
|
|
|
|
|
||||
Senior secured revolving credit facility
|
$
|
1,300
|
|
|
3.06
|
% *
|
|
$
|
9,100
|
|
|
2.94
|
% *
|
Senior notes due 2023
|
700,000
|
|
|
6.50
|
|
|
700,000
|
|
|
6.50
|
|
||
|
701,300
|
|
|
|
|
|
709,100
|
|
|
|
|
||
Subsidiary debt obligations:
|
|
|
|
|
|
|
|
|
|
||||
Senior notes due 2017
|
142,000
|
|
|
6.90
|
|
|
142,000
|
|
|
6.90
|
|
||
Receivables securitization facility
|
65,000
|
|
|
2.18
|
*
|
|
40,000
|
|
|
1.87
|
*
|
||
Capital lease and other
|
3,148
|
|
|
—
|
|
|
3,980
|
|
|
—
|
|
||
|
210,148
|
|
|
|
|
|
185,980
|
|
|
|
|
||
Subtotal
|
911,448
|
|
|
|
|
|
895,080
|
|
|
|
|
||
Unamortized discounts and debt issuance costs
|
(7,150
|
)
|
|
|
|
|
(9,029
|
)
|
|
|
|
||
Total debt
|
904,298
|
|
|
|
|
|
886,051
|
|
|
|
|
||
Less current portion
|
(142,173
|
)
|
|
|
|
|
(140,806
|
)
|
|
|
|
||
Total long-term portion
|
$
|
762,125
|
|
|
|
|
|
$
|
745,245
|
|
|
|
|
2017
|
$
|
142,457
|
|
2018
|
1,125
|
|
|
2019
|
1,174
|
|
|
2020
|
65,392
|
|
|
2021
|
—
|
|
|
Thereafter
|
701,300
|
|
|
Subtotal
|
911,448
|
|
|
Less unamortized discounts and debt issuance costs
|
(7,150
|
)
|
|
Total debt
|
$
|
904,298
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||
|
June 30, 2017
|
|
December 31, 2016
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Commodities contracts — current(1)
|
$
|
6,945
|
|
|
$
|
2,416
|
|
|
$
|
2,037
|
|
|
$
|
12
|
|
Commodities contracts — non-current(2)
|
1
|
|
|
—
|
|
|
10
|
|
|
—
|
|
||||
Total derivatives
|
$
|
6,946
|
|
|
$
|
2,416
|
|
|
$
|
2,047
|
|
|
$
|
12
|
|
(1)
|
Derivative assets and liabilities that have settlement dates equal to or less than 12 months from the respective balance sheet date are included in prepaid expenses and other current assets and accounts payable and accrued expenses, respectively, in our unaudited Condensed Consolidated Balance Sheets.
|
(2)
|
Derivative assets and liabilities that have settlement dates greater than 12 months from the respective balance sheet date are included in identifiable intangible and other assets, net and other long-term liabilities, respectively, in our unaudited Condensed Consolidated Balance Sheets.
|
•
|
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.
|
|
Fair Value as of June 30, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset — Commodities contracts
|
$
|
6,946
|
|
|
$
|
—
|
|
|
$
|
6,946
|
|
|
$
|
—
|
|
Liability — Commodities contracts
|
2,047
|
|
|
—
|
|
|
2,047
|
|
|
—
|
|
|
Fair Value as of December 31, 2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Asset — Commodities contracts
|
$
|
2,416
|
|
|
$
|
—
|
|
|
$
|
2,416
|
|
|
$
|
—
|
|
Liability — Commodities contracts
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Amount Outstanding
|
|
Fair Value
|
|
Amount Outstanding
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Dean Foods Company senior notes due 2023
|
$
|
700,000
|
|
|
$
|
736,750
|
|
|
$
|
700,000
|
|
|
$
|
736,750
|
|
Subsidiary senior notes due 2017
|
142,000
|
|
|
143,775
|
|
|
142,000
|
|
|
146,615
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Money market
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
—
|
|
Mutual funds
|
1,754
|
|
|
—
|
|
|
1,754
|
|
|
—
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Money market
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
Mutual funds
|
1,673
|
|
|
—
|
|
|
1,673
|
|
|
—
|
|
|
Employees
|
|
Non-Employee Directors
|
|
Total
|
||||||
RSUs outstanding at January 1, 2017
|
872,785
|
|
|
80,207
|
|
|
952,992
|
|
|||
RSUs granted
|
395,097
|
|
|
45,528
|
|
|
440,625
|
|
|||
Shares issued upon vesting of RSUs
|
(221,992
|
)
|
|
(37,204
|
)
|
|
(259,196
|
)
|
|||
RSUs canceled or forfeited(1)
|
(296,696
|
)
|
|
(2,112
|
)
|
|
(298,808
|
)
|
|||
RSUs outstanding at June 30, 2017
|
749,194
|
|
|
86,419
|
|
|
835,613
|
|
|||
Weighted average grant date fair value
|
$
|
17.91
|
|
|
$
|
18.46
|
|
|
$
|
17.97
|
|
(1)
|
Pursuant to the terms of our plans, employees have the option of forfeiting RSUs to cover their minimum statutory tax withholding when shares are issued. Any RSUs surrendered or canceled in satisfaction of participants’ tax withholding obligations are not available for future grants under the plans.
|
|
PSUs
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at January 1, 2017
|
90,583
|
|
|
$
|
19.13
|
|
Granted
|
158,402
|
|
|
18.84
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited or canceled
|
(81,217
|
)
|
|
19.29
|
|
|
Outstanding at June 30, 2017
|
167,768
|
|
|
$
|
18.78
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at January 1, 2017
|
1,361,062
|
|
|
$
|
17.78
|
|
Granted
|
767,521
|
|
|
18.47
|
|
|
Converted/paid
|
(600,346
|
)
|
|
17.00
|
|
|
Forfeited
|
(140,783
|
)
|
|
18.27
|
|
|
Outstanding at June 30, 2017
|
1,387,454
|
|
|
$
|
18.45
|
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Options outstanding and exercisable at January 1, 2017
|
2,038,829
|
|
|
$
|
19.78
|
|
|
|
|
|
||
Forfeited and canceled
|
(557,329
|
)
|
|
26.18
|
|
|
|
|
|
|||
Exercised
|
(49,879
|
)
|
|
15.12
|
|
|
|
|
|
|||
Options outstanding and exercisable at June 30, 2017
|
1,431,621
|
|
|
$
|
17.45
|
|
|
1.15
|
|
$
|
2,709,128
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In thousands)
|
||||||||||||||
RSUs
|
$
|
1,046
|
|
|
$
|
2,068
|
|
|
$
|
2,654
|
|
|
$
|
3,437
|
|
PSUs
|
(1,051
|
)
|
|
451
|
|
|
(551
|
)
|
|
839
|
|
||||
Phantom shares
|
2,707
|
|
|
3,210
|
|
|
4,556
|
|
|
7,521
|
|
||||
Total
|
$
|
2,702
|
|
|
$
|
5,729
|
|
|
$
|
6,659
|
|
|
$
|
11,797
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In thousands, except share data)
|
||||||||||||||
Basic earnings (loss) per share computation:
|
|
|
|
||||||||||||
Numerator:
|
|
|
|
||||||||||||
Income
|
$
|
17,647
|
|
|
$
|
33,371
|
|
|
$
|
7,888
|
|
|
$
|
72,572
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Average common shares
|
90,882,415
|
|
|
91,244,745
|
|
|
90,796,585
|
|
|
91,406,969
|
|
||||
Basic earnings per share
|
$
|
0.19
|
|
|
$
|
0.37
|
|
|
$
|
0.09
|
|
|
$
|
0.79
|
|
Diluted earnings (loss) per share computation:
|
|
|
|
||||||||||||
Numerator:
|
|
|
|
||||||||||||
Income
|
$
|
17,647
|
|
|
$
|
33,371
|
|
|
$
|
7,888
|
|
|
$
|
72,572
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Average common shares — basic
|
90,882,415
|
|
|
91,244,745
|
|
|
90,796,585
|
|
|
91,406,969
|
|
||||
Stock option conversion(1)
|
220,318
|
|
|
232,113
|
|
|
232,495
|
|
|
258,164
|
|
||||
RSUs and PSUs(2)
|
266,297
|
|
|
202,955
|
|
|
336,866
|
|
|
329,945
|
|
||||
Average common shares — diluted
|
91,369,030
|
|
|
91,679,813
|
|
|
91,365,946
|
|
|
91,995,078
|
|
||||
Diluted earnings per share
|
$
|
0.19
|
|
|
$
|
0.36
|
|
|
$
|
0.09
|
|
|
$
|
0.79
|
|
(1) Anti-dilutive options excluded
|
655,700
|
|
|
1,282,259
|
|
|
776,710
|
|
|
1,349,300
|
|
||||
(2) Anti-dilutive stock units excluded
|
8,959
|
|
|
5,911
|
|
|
4,504
|
|
|
—
|
|
|
Pension and
Other
Postretirement
Benefits Items
|
|
Foreign
Currency
Items
|
|
Total
|
||||||
Balance at March 31, 2017
|
$
|
(83,208
|
)
|
|
$
|
(4,781
|
)
|
|
$
|
(87,989
|
)
|
Other comprehensive income before reclassifications
|
3,278
|
|
|
—
|
|
|
3,278
|
|
|||
Amounts reclassified from accumulated other comprehensive income(1)
|
(1,646
|
)
|
|
—
|
|
|
(1,646
|
)
|
|||
Net current-period other comprehensive income
|
1,632
|
|
|
—
|
|
|
1,632
|
|
|||
Balance at June 30, 2017
|
$
|
(81,576
|
)
|
|
$
|
(4,781
|
)
|
|
$
|
(86,357
|
)
|
(1)
|
The accumulated other comprehensive loss reclassification is related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic benefit cost. See Note
10
.
|
|
Pension and
Other
Postretirement
Benefits Items
|
|
Foreign
Currency
Items
|
|
Total
|
||||||
Balance at March 31, 2016
|
$
|
(81,794
|
)
|
|
$
|
(2,371
|
)
|
|
$
|
(84,165
|
)
|
Other comprehensive income (loss) before reclassifications
|
3,015
|
|
|
(1,208
|
)
|
|
1,807
|
|
|||
Amounts reclassified from accumulated other comprehensive income(1)
|
(1,465
|
)
|
|
—
|
|
|
(1,465
|
)
|
|||
Net current-period other comprehensive income (loss)
|
1,550
|
|
|
(1,208
|
)
|
|
342
|
|
|||
Balance at June 30, 2016
|
$
|
(80,244
|
)
|
|
$
|
(3,579
|
)
|
|
$
|
(83,823
|
)
|
(1)
|
The accumulated other comprehensive loss reclassification is related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic benefit cost. See Note
10
.
|
|
Pension and
Other
Postretirement
Benefits Items
|
|
Foreign
Currency
Items
|
|
Total
|
||||||
Balance at December 31, 2016
|
$
|
(84,852
|
)
|
|
$
|
(4,781
|
)
|
|
$
|
(89,633
|
)
|
Other comprehensive income before reclassifications
|
6,569
|
|
|
—
|
|
|
6,569
|
|
|||
Amounts reclassified from accumulated other comprehensive income(1)
|
(3,293
|
)
|
|
—
|
|
|
(3,293
|
)
|
|||
Net current-period other comprehensive income
|
3,276
|
|
|
—
|
|
|
3,276
|
|
|||
Balance at June 30, 2017
|
$
|
(81,576
|
)
|
|
$
|
(4,781
|
)
|
|
$
|
(86,357
|
)
|
(1)
|
The accumulated other comprehensive loss reclassification is related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic benefit cost. See Note
10
.
|
|
Pension and
Other
Postretirement
Benefits Items
|
|
Foreign
Currency
Items
|
|
Total
|
||||||
Balance at December 31, 2015
|
$
|
(83,279
|
)
|
|
$
|
(2,524
|
)
|
|
$
|
(85,803
|
)
|
Other comprehensive income (loss) before reclassifications
|
5,964
|
|
|
(1,055
|
)
|
|
4,909
|
|
|||
Amounts reclassified from accumulated other comprehensive income(1)
|
(2,929
|
)
|
|
—
|
|
|
(2,929
|
)
|
|||
Net current-period other comprehensive income (loss)
|
3,035
|
|
|
(1,055
|
)
|
|
1,980
|
|
|||
Balance at June 30, 2016
|
$
|
(80,244
|
)
|
|
$
|
(3,579
|
)
|
|
$
|
(83,823
|
)
|
(1)
|
The accumulated other comprehensive loss reclassification is related to amortization of unrecognized actuarial losses and prior service costs, both of which are included in the computation of net periodic benefit cost. See Note
10
.
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
752
|
|
|
$
|
793
|
|
|
$
|
1,504
|
|
|
$
|
1,586
|
|
Interest cost
|
2,927
|
|
|
3,043
|
|
|
5,854
|
|
|
6,086
|
|
||||
Expected return on plan assets
|
(4,758
|
)
|
|
(4,633
|
)
|
|
(9,516
|
)
|
|
(9,266
|
)
|
||||
Amortizations:
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
176
|
|
|
214
|
|
|
352
|
|
|
428
|
|
||||
Unrecognized net loss
|
2,581
|
|
|
2,206
|
|
|
5,162
|
|
|
4,412
|
|
||||
Net periodic benefit cost
|
$
|
1,678
|
|
|
$
|
1,623
|
|
|
$
|
3,356
|
|
|
$
|
3,246
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
146
|
|
|
$
|
160
|
|
|
$
|
292
|
|
|
$
|
320
|
|
Interest cost
|
240
|
|
|
271
|
|
|
480
|
|
|
542
|
|
||||
Amortizations:
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
23
|
|
|
23
|
|
|
46
|
|
|
46
|
|
||||
Unrecognized net gain
|
(114
|
)
|
|
(61
|
)
|
|
(228
|
)
|
|
(122
|
)
|
||||
Net periodic benefit cost
|
$
|
295
|
|
|
$
|
393
|
|
|
$
|
590
|
|
|
$
|
786
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Closure of facilities, net(1)
|
$
|
4,203
|
|
|
$
|
(1,400
|
)
|
|
$
|
7,689
|
|
|
$
|
(234
|
)
|
Organizational Effectiveness(2)
|
1,614
|
|
|
—
|
|
|
7,414
|
|
|
—
|
|
||||
Facility closing and reorganization costs, net
|
$
|
5,817
|
|
|
$
|
(1,400
|
)
|
|
$
|
15,103
|
|
|
$
|
(234
|
)
|
(1)
|
Reflects charges, net of gains on the sales of assets, associated with closed facilities that were incurred in
2017
and
2016
. These charges are primarily related to facility closures in Orem, Utah; New Orleans, Louisiana; Rochester, Indiana; Riverside, California; Delta, Colorado; Denver, Colorado; Springfield, Virginia; Buena Park, California; and Sheboygan, Wisconsin, as well as other approved closures that have not yet been announced. We have incurred net charges to date of
$57.5 million
related to these facility closures through
June 30, 2017
. We expect to incur additional charges related to these facility closures of approximately
$6.9 million
related to shutdown, contract termination and other costs. As we continue the evaluation of our supply chain and distribution network, it is likely that we will close additional facilities in the future.
|
(2)
|
During the first six months of 2017, we embarked on a company-wide, multi-phase organizational effectiveness initiative to better align each key function of the Company with our strategic plan. This initiative has resulted in headcount reductions due to changes to our organizational structure, and the charges shown in the table above are primarily comprised of severance benefits and other employee-related costs associated with these organizational changes. Efforts with respect to our organizational effectiveness initiative are ongoing and we expect that we will incur additional costs in the coming months associated with the approval and implementation of additional phases of the plan; however, as specific details of these phases have not been finalized and approved, future costs are not yet estimable.
|
|
Accrued Charges at December 31, 2016
|
|
Charges and Adjustments
|
|
Payments
|
|
Accrued Charges at June 30, 2017
|
||||||||
|
(In thousands)
|
||||||||||||||
Cash charges:
|
|
|
|
|
|
|
|
||||||||
Workforce reduction costs
|
$
|
3,610
|
|
|
$
|
7,464
|
|
|
$
|
(3,572
|
)
|
|
$
|
7,502
|
|
Shutdown costs
|
—
|
|
|
2,557
|
|
|
(2,557
|
)
|
|
—
|
|
||||
Lease obligations after shutdown
|
3,932
|
|
|
166
|
|
|
(814
|
)
|
|
3,284
|
|
||||
Other
|
—
|
|
|
163
|
|
|
(163
|
)
|
|
—
|
|
||||
Subtotal
|
$
|
7,542
|
|
|
10,350
|
|
|
$
|
(7,106
|
)
|
|
$
|
10,786
|
|
|
Other charges:
|
|
|
|
|
|
|
|
||||||||
Write-down of assets(1)
|
|
|
4,678
|
|
|
|
|
|
|||||||
Loss on sale of related assets
|
|
|
67
|
|
|
|
|
|
|||||||
Other, net
|
|
|
8
|
|
|
|
|
|
|||||||
Subtotal
|
|
|
4,753
|
|
|
|
|
|
|||||||
Total
|
|
|
$
|
15,103
|
|
|
|
|
|
(1)
|
The write-down of assets relates primarily to owned buildings, land and equipment of those facilities identified for closure. The assets were tested for recoverability at the time the decision to close the facilities was more likely than not to occur. Over time, refinements to our estimates used in testing for recoverability may result in additional asset write-downs. The write-down of assets can include accelerated depreciation recorded for those facilities identified for closure. Our methodology for testing the recoverability of the assets is consistent with the methodology described in the “Asset Impairment Charges” section above.
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||
Net sales
|
$
|
1,926.7
|
|
|
100.0
|
%
|
|
$
|
1,848.8
|
|
|
100.0
|
%
|
|
$
|
3,922.4
|
|
|
100.0
|
%
|
|
$
|
3,727.6
|
|
|
100.0
|
%
|
Cost of sales
|
1,459.3
|
|
|
75.7
|
|
|
1,355.5
|
|
|
73.3
|
|
|
2,992.9
|
|
|
76.3
|
|
|
2,730.3
|
|
|
73.2
|
|
||||
Gross profit(1)
|
467.4
|
|
|
24.3
|
|
|
493.3
|
|
|
26.7
|
|
|
929.5
|
|
|
23.7
|
|
|
997.3
|
|
|
26.8
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling and distribution
|
338.1
|
|
|
17.5
|
|
|
331.2
|
|
|
17.9
|
|
|
683.3
|
|
|
17.4
|
|
|
664.0
|
|
|
17.8
|
|
||||
General and administrative
|
73.1
|
|
|
3.8
|
|
|
86.6
|
|
|
4.7
|
|
|
172.7
|
|
|
4.4
|
|
|
171.8
|
|
|
4.6
|
|
||||
Amortization of intangibles
|
5.2
|
|
|
0.3
|
|
|
4.1
|
|
|
0.2
|
|
|
10.3
|
|
|
0.3
|
|
|
10.4
|
|
|
0.3
|
|
||||
Facility closing and reorganization costs, net
|
5.8
|
|
|
0.3
|
|
|
(1.4
|
)
|
|
(0.1
|
)
|
|
15.1
|
|
|
0.4
|
|
|
(0.2
|
)
|
|
—
|
|
||||
Total operating costs and expenses
|
422.2
|
|
|
21.9
|
|
|
420.5
|
|
|
22.7
|
|
|
881.4
|
|
|
22.5
|
|
|
846.0
|
|
|
22.7
|
|
||||
Operating income
|
$
|
45.2
|
|
|
2.3
|
%
|
|
$
|
72.8
|
|
|
3.9
|
%
|
|
$
|
48.1
|
|
|
1.2
|
%
|
|
$
|
151.3
|
|
|
4.1
|
%
|
(1)
|
As disclosed in Note
1
to the Consolidated Financial Statements in our
2016
Annual Report on Form 10-K, we include certain shipping and handling costs within selling and distribution expense. As a result, our gross profit may not be comparable to other entities that present all shipping and handling costs as a component of cost of sales.
|
|
Three Months Ended June 30, 2017 vs. 2016
|
||
|
(In millions)
|
||
Volume
|
$
|
(66.6
|
)
|
Pricing and product mix changes
|
108.0
|
|
|
Acquisitions
|
36.5
|
|
|
Total increase
|
$
|
77.9
|
|
|
Three Months Ended June 30*
|
|||||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
Class I mover(1)
|
$
|
15.52
|
|
|
$
|
13.53
|
|
|
14.7
|
%
|
Class I raw skim milk mover(1)(2)
|
7.41
|
|
|
5.88
|
|
|
26.0
|
|
||
Class I butterfat mover(2)(3)
|
2.39
|
|
|
2.24
|
|
|
6.7
|
|
||
Class II raw skim milk minimum(1)(4)
|
6.76
|
|
|
5.82
|
|
|
16.2
|
|
||
Class II butterfat minimum(3)(4)
|
2.50
|
|
|
2.32
|
|
|
7.8
|
|
*
|
The prices noted in this table are not the prices that we actually pay. The federal order minimum prices applicable
at any given location for Class I raw skim milk or Class I butterfat are based on the Class I mover prices plus producer premiums and a location differential. Class II prices noted in the table are federal minimum prices, applicable at all locations. Our actual cost also includes procurement costs and other related charges that vary by location and supplier. Please see “Part I — Item 1. Business — Government Regulation — Milk Industry Regulation” in our
2016
Annual Report on Form 10-K and “— Known Trends and Uncertainties — Prices of Conventional Raw Milk and Other Inputs” below for a more complete description of raw milk pricing.
|
(1)
|
Prices are per hundredweight.
|
(2)
|
We process Class I raw skim milk and butterfat into fluid milk products.
|
(3)
|
Prices are per pound.
|
(4)
|
We process Class II raw skim milk and butterfat into products such as cottage cheese, creams and creamers, ice cream and sour cream.
|
•
|
Selling and distribution costs
increase
d by
$6.9 million
during the
second
quarter of
2017
primarily due to higher freight, insurance and external commissions costs, partially offset by lower incentive compensation and advertising costs.
|
•
|
General and administrative costs
decrease
d by
$13.5 million
during the
second
quarter of
2017
primarily due to lower incentive compensation compared to the prior period.
|
•
|
Amortization of intangibles
increase
d by
$1.1 million
during the
second
quarter of
2017
primarily due to the amortization of intangibles acquired in the Friendly's acquisition.
|
•
|
Facility closing and reorganization costs
increase
d by
$7.2 million
during the
second
quarter of
2017
primarily due to costs associated with the implementation of our organizational structure change and additional asset write-downs and other charges associated with closed facilities. See Note
11
to our unaudited Condensed Consolidated Financial Statements.
|
|
Six Months Ended June 30, 2017 vs. 2016
|
||
|
(In millions)
|
||
Volume
|
$
|
(110.8
|
)
|
Pricing and product mix changes
|
227.5
|
|
|
Acquisitions
|
78.1
|
|
|
Total increase
|
$
|
194.8
|
|
|
Six Months Ended June 30*
|
|||||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
Class I mover(1)
|
$
|
16.27
|
|
|
$
|
14.01
|
|
|
16.1
|
%
|
Class I raw skim milk mover(1)(2)
|
8.12
|
|
|
5.79
|
|
|
40.2
|
|
||
Class I butterfat mover(2)(3)
|
2.41
|
|
|
2.41
|
|
|
—
|
|
||
Class II raw skim milk minimum(1)(4)
|
7.39
|
|
|
6.00
|
|
|
23.2
|
|
||
Class II butterfat minimum(3)(4)
|
2.48
|
|
|
2.31
|
|
|
7.4
|
|
*
|
The prices noted in this table are not the prices that we actually pay. The federal order minimum prices applicable
at any given location for Class I raw skim milk or Class I butterfat are based on the Class I mover prices plus producer premiums and a location differential. Class II prices noted in the table are federal minimum prices, applicable at all locations. Our actual cost also includes procurement costs and other related charges that vary by location and supplier. Please see “Part I — Item 1. Business — Government Regulation — Milk Industry Regulation” in our
2016
Annual Report on Form 10-K and “— Known Trends and Uncertainties — Prices of Conventional Raw Milk and Other Inputs” below for a more complete description of raw milk pricing.
|
(1)
|
Prices are per hundredweight.
|
(2)
|
We process Class I raw skim milk and butterfat into fluid milk products.
|
(3)
|
Prices are per pound.
|
(4)
|
We process Class II raw skim milk and butterfat into products such as cottage cheese, creams and creamers, ice cream and sour cream.
|
•
|
Selling and distribution costs
increase
d by
$19.3 million
during the first
six
months of
2017
primarily due to higher freight, insurance, and external commissions costs, partially offset by decreased incentive compensation and advertising costs.
|
•
|
General and administrative costs
increase
d by
$0.9 million
during the first
six
months of
2017
primarily due to the litigation settlements reached in the first quarter of 2017 and the related legal expenses, partially offset by lower incentive compensation compared to the prior period.
|
•
|
Amortization of intangibles
decrease
d by
$0.1 million
during the first
six
months of
2017
related to the extension of the useful lives of certain of our finite-lived trademarks in conjunction with our strategy around our ice cream brands in the first quarter of 2016, partially offset by the amortization of intangibles acquired in the Friendly's acquisition.
|
•
|
Facility closing and reorganization costs
increase
d by
$15.3 million
during the first
six
months of
2017
primarily due to costs associated with the implementation of our organizational structure change and additional asset write-downs and other charges associated with closed facilities. See Note
11
to our unaudited Condensed Consolidated Financial Statements.
|
|
Six Months Ended June 30
|
||||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
|
(In thousands)
|
||||||||||
Net cash flows from operations:
|
|
|
|
|
|
||||||
Operating activities
|
$
|
79,180
|
|
|
$
|
125,319
|
|
|
$
|
(46,139
|
)
|
Investing activities
|
(62,666
|
)
|
|
(192,362
|
)
|
|
129,696
|
|
|||
Financing activities
|
(2,985
|
)
|
|
30,944
|
|
|
(33,929
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(825
|
)
|
|
825
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
13,529
|
|
|
$
|
(36,924
|
)
|
|
$
|
50,453
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Receivables securitization facility(1)
|
$
|
65.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Credit Facility(1)
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|||||||
Interest payments(2)
|
326.5
|
|
|
60.8
|
|
|
51.3
|
|
|
51.3
|
|
|
47.4
|
|
|
47.4
|
|
|
68.3
|
|
|||||||
Total
|
$
|
392.8
|
|
|
$
|
60.8
|
|
|
$
|
51.3
|
|
|
$
|
51.3
|
|
|
$
|
112.4
|
|
|
$
|
47.4
|
|
|
$
|
69.6
|
|
(1)
|
Represents amounts outstanding under our receivables securitization facility and Credit Facility at
June 30, 2017
. On January 4, 2017, we amended our receivables purchase agreement to extend the maturity date to January 4, 2020, and we amended our Credit Agreement to extend the maturity date to January 4, 2022. See Note
5
to our unaudited Condensed Consolidated Financial Statements for additional information regarding the January 4, 2017 amendments to the receivables purchase agreement and the Credit Agreement.
|
(2)
|
Includes fixed rate interest obligations and interest on variable rate debt based on the outstanding balances and interest rates in effect at
June 30, 2017
. Interest that may be due in the future on variable rate borrowings under the Credit Facility and receivables securitization facility will vary based on the interest rate in effect at the time and the borrowings outstanding at the time. On January 4, 2017, we amended the purchase agreement governing the receivables securitization facility to modify certain pricing terms such that advances outstanding under the receivables securitization facility will bear interest between 0.90% and 1.05%, and the Company will pay an unused fee between 0.40% and 0.55% on undrawn amounts, in each case based on the Company's total net leverage ratio. On January 4, 2017, we amended the Credit Agreement to modify the definition of “Applicable Rate” to reduce the interest rate margins such that loans outstanding under the Credit Facility will bear interest, at our option, at either (x) the LIBO Rate (as defined in the Credit Agreement) plus a margin of between 1.75% and 2.50% based on our total net leverage ratio, or (y) the Alternate Base Rate (as defined in the Credit Agreement) plus a margin of between 0.75% and 1.50% based on our total net leverage ratio. See Note
5
to our unaudited Condensed Consolidated Financial Statements for additional information regarding the January 4, 2017 amendments to the receivables purchase agreement and the Credit Agreement.
|
•
|
certain indemnification obligations related to businesses that we have divested;
|
•
|
certain lease obligations, which require us to guarantee the minimum value of the leased asset at the end of the lease;
|
•
|
selected levels of property and casualty risks, primarily related to employee health care, workers’ compensation claims and other casualty losses; and
|
•
|
certain litigation-related contingencies.
|
(1)
|
Filed electronically herewith.
|
|
DEAN FOODS COMPANY
|
|
|
|
/
S
/ S
COTT
K. V
OPNI
|
|
Scott K. Vopni
|
|
Senior Vice President, Finance and Chief Accounting Officer
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
99
|
Supplemental Financial Information for Dean Holding Company (filed herewith).
|
|
|
101.INS XBRL Instance Document(1).
|
|
101.SCH XBRL Taxonomy Extension Schema Document(1).
|
|
101.CAL XBRL Taxonomy Calculation Linkbase Document(1).
|
|
101.DEF XBRL Taxonomy Extension Definition Linkbase Document(1).
|
|
101.LAB XBRL Taxonomy Label Linkbase Document(1).
|
|
101.PRE XBRL Taxonomy Presentation Linkbase Document(1).
|
(1)
|
Filed electronically herewith.
|
1 Year Dean Foods Chart |
1 Month Dean Foods Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions