Debt (Tables)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Schedule of Debt Instruments

Our outstanding debt as of March 31, 2014 and December 31, 2013 consisted of the following:

	March 31, 2014					December 31, 2013
	Amount Outstanding			Interest Rate		Amount Outstanding			Interest Rate
	(In thousands, except percentages)
Dean Foods Company debt obligations:
Senior secured credit facility	$	328,940		1.67	%*	$	50,250		1.67	%*
Senior notes due 2016	475,637			7.00		475,579			7.00
Senior notes due 2018	23,812			9.75		23,812			9.75
	828,389					549,641
Subsidiary debt obligations:
Senior notes due 2017	133,317			6.90		132,808			6.90
Receivables-backed facility	—			—		213,000			1.19
Capital lease and other	1,649			—		1,813			—
	134,966					347,621
	963,355					897,262
Less current portion	(698		)			(698		)
Total long-term portion	$	962,657				$	896,564

*    Represents a weighted average rate, including applicable interest rate margins, for the credit facility.

Schedule of Maturities of Long-Term Debt

The scheduled maturities of long-term debt at March 31, 2014 were as follows (in thousands):

2014	$	534
2015	677
2016	476,627
2017	142,000
2018	352,752
Thereafter	—
Subtotal	972,590
Less discounts	(9,235		)
Total outstanding debt	$	963,355

Condensed Consolidating Balance Sheet

Therefore, the activity and balances allocated to discontinued operations related to WhiteWave have been recast in the tables below for all periods presented to include WhiteWave and its subsidiaries in the non-guarantor column as these parties are no longer guarantors of the 2016 or 2018 senior notes.

	Unaudited Condensed Consolidating Balance Sheet as of March 31, 2014
	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated Totals
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	39,591	$	7,208	$	10,952	$	—		$	57,751
Receivables, net	2,723		86,383		686,162		—			775,268
Income tax receivable	31,885		6,352		—		—			38,237
Inventories	—		286,091		—		—			286,091
Intercompany receivables	—		5,776,059		—		(5,776,059		)	—
Other current assets	2,650		82,391		317		—			85,358
Total current assets	76,849		6,244,484		697,431		(5,776,059		)	1,242,705
Property, plant and equipment, net	—		1,202,653		101		—			1,202,754
Goodwill	—		86,841		—		—			86,841
Identifiable intangible and other assets, net	77,523		253,561		58		—			331,142
Investment in subsidiaries	6,635,247		51,762		—		(6,687,009		)	—
Total	$	6,789,619	$	7,839,301	$	697,590	$	(12,463,068	)	$	2,863,442
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	50,738	$	751,632	$	194	$	(173	)	$	802,391
Intercompany payables	5,130,473		—		645,413		(5,775,886		)	—
Current portion of debt	—		698		—		—			698
Current portion of litigation settlements	18,605		—		—		—			18,605
Total current liabilities	5,199,816		752,330		645,607		(5,776,059		)	821,694
Long-term debt	828,389		134,268		—		—			962,657
Other long-term liabilities	50,602		317,456		221		—			368,279
Long-term litigation settlements	34,494		—		—		—			34,494
Total stockholders’ equity	676,318		6,635,247		51,762		(6,687,009		)	676,318
Total	$	6,789,619	$	7,839,301	$	697,590	$	(12,463,068	)	$	2,863,442

	Unaudited Condensed Consolidating Balance Sheet as of December 31, 2013
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	(12,289	)	$	17,433	$	11,618		$	—		$	16,762
Receivables, net	1,932			72,660		677,642			—			752,234
Income tax receivable	10,374			5,541		—			—			15,915
Inventories	—			262,858		—			—			262,858
Intercompany receivables	—			5,728,284		(1		)	(5,728,283		)	—
Other current assets	6,944			95,927		58			—			102,929
Total current assets	6,961			6,182,703		689,317			(5,728,283		)	1,150,698
Property, plant and equipment, net	—			1,215,888		159			—			1,216,047
Goodwill	—			86,841		—			—			86,841
Identifiable intangible and other assets, net	90,269			258,109		81			—			348,459
Investment in subsidiaries	6,633,000			72,345		—			(6,705,345		)	—
Total	$	6,730,230		$	7,815,886	$	689,557		$	(12,433,628	)	$	2,802,045
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	47,284		$	713,625	$	554		$	(175	)	$	761,288
Intercompany payables	5,304,051			—		424,057			(5,728,108		)	—
Current portion of debt	—			698		—			—			698
Current portion of litigation settlements	19,101			—		—			—			19,101
Total current liabilities	5,370,436			714,323		424,611			(5,728,283		)	781,087
Long-term debt	549,641			133,923		213,000			—			896,564
Other long-term liabilities	59,764			314,149		92			—			374,005
Long-term litigation settlements	36,074			—		—			—			36,074
Total stockholders’ equity	714,315			6,653,491		51,854			(6,705,345		)	714,315
Total	$	6,730,230		$	7,815,886	$	689,557		$	(12,433,628	)	$	2,802,045

Condensed Consolidating Statement of Operations

	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended March 31, 2014
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated Totals
	(In thousands)
Net sales	$	—		$	2,338,054		$	2,986		$	—	$	2,341,040
Cost of sales	—			1,922,473			2,392			—		1,924,865
Gross profit	—			415,581			594			—		416,175
Selling and distribution	—			339,079			300			—		339,379
General and administrative	(167		)	71,867			599			—		72,299
Amortization of intangibles	—			744			—			—		744
Facility closing and reorganization costs	—			977			—			—		977
Litigation settlements	(2,521		)	—			—			—		(2,521		)
Interest expense	10,605			2,982			1,436			—		15,023
Other (income) expense, net	300			169			(790		)	—		(321		)
Loss from continuing operations before income taxes and equity in loss of subsidiaries	(8,217		)	(237		)	(951		)	—		(9,405		)
Income tax expense (benefit)	(921		)	1,443			(135		)	—		387
Income before equity in earnings (loss) of subsidiaries	(7,296		)	(1,680		)	(816		)	—		(9,792		)
Equity in loss of consolidated subsidiaries	(2,496		)	(816		)	—			3,312		—
Loss from continuing operations	(9,792		)	(2,496		)	(816		)	3,312		(9,792		)
Gain on sale of discontinued operations, net of tax	836			—			—			—		836
Net loss attributable to Dean Foods Company	(8,956		)	(2,496		)	(816		)	3,312		(8,956		)
Other comprehensive income, net of tax, attributable to Dean Foods Company	422			47			555			—		1,024
Comprehensive loss attributable to Dean Foods Company	$	(8,534	)	$	(2,449	)	$	(261	)	$	3,312	$	(7,932	)

	Unaudited Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended March 31, 2013
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Totals
	(In thousands)
Net sales	$	—		$	2,289,172		$	3,258		$	—		$	2,292,430
Cost of sales	—			1,794,893			2,305			—			1,797,198
Gross profit	—			494,279			953			—			495,232
Selling and distribution	—			339,734			263			—			339,997
General and administrative	(3		)	84,480			487			—			84,964
Amortization of intangibles	—			950			—			—			950
Facility closing and reorganization costs	—			5,610			—			—			5,610
Impairment of long-lived assets	—			30,501			3,414			—			33,915
Interest expense	55,692			2,885			1,072			—			59,649
Other (income) expense, net	—			362			(197		)	—			165
Income (loss) from continuing operations before income taxes and equity in earnings (loss) of subsidiaries	(55,689		)	29,757			(4,086		)	—			(30,018		)
Income tax expense (benefit)	(20,309		)	12,695			(1,664		)	—			(9,278		)
Income (loss) before equity in earnings (loss) of subsidiaries	(35,380		)	17,062			(2,422		)	—			(20,740		)
Equity in earnings (loss) of consolidated subsidiaries	527,985			(2,545		)	—			(525,440		)	—
Income (loss) from continuing operations	492,605			14,517			(2,422		)	(525,440		)	(20,740		)
Income from discontinued operations, net of tax	—			—			24,652			—			24,652
Gain (loss) on sale of discontinued operations, net of tax	—			491,888			(3		)	—			491,885
Net income	492,605			506,405			22,227			(525,440		)	495,797
Net loss attributable to non-controlling interest	—			—			(3,192		)	—			(3,192		)
Net income attributable to Dean Foods Company	492,605			506,405			19,035			(525,440		)	492,605
Other comprehensive income (loss), net of tax, attributable to Dean Foods Company	22,055			141			(11,889		)	—			10,307
Comprehensive income attributable to Dean Foods Company	$	514,660		$	506,546		$	7,146		$	(525,440	)	$	502,912

	Unaudited Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2014
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	(19,373	)	$	61,972		$	(9,800	)	$	32,799
Cash flows from investing activities:
Payments for property, plant and equipment	—			(28,035		)	—			(28,035		)
Proceeds from sale of fixed assets	—			1,372			—			1,372
Net cash used in investing activities	—			(26,663		)	—			(26,663		)
Cash flows from financing activities:
Repayments of debt	—			(164		)	—			(164		)
Proceeds from senior secured revolver	701,795			—			—			701,795
Payments for senior secured revolver	(423,105		)	—			—			(423,105		)
Proceeds from receivables-backed facility	—			—			501,000			501,000
Payments for receivables-backed facility	—			—			(714,000		)	(714,000		)
Common stock repurchase	(25,000		)	—			—			(25,000		)
Cash dividend paid	(6,543		)	—			—			(6,543		)
Issuance of common stock, net of share repurchases	869			—			—			869
Tax savings on share-based compensation	259			—			—			259
Intercompany	(177,022		)	(45,370		)	222,392			—
Net cash provided by (used in) financing activities	71,253			(45,534		)	9,392			35,111
Effect of exchange rate changes on cash and cash equivalents	—			—			(258		)	(258		)
Increase (decrease) in cash and cash equivalents	51,880			(10,225		)	(666		)	40,989
Cash and cash equivalents, beginning of period	(12,289		)	17,433			11,618			16,762
Cash and cash equivalents, end of period	$	39,591		$	7,208		$	10,952		$	57,751

Condensed Consolidating Statement of Cash Flows

	Unaudited Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2014
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidated Totals
	(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	(19,373	)	$	61,972		$	(9,800	)	$	32,799
Cash flows from investing activities:
Payments for property, plant and equipment	—			(28,035		)	—			(28,035		)
Proceeds from sale of fixed assets	—			1,372			—			1,372
Net cash used in investing activities	—			(26,663		)	—			(26,663		)
Cash flows from financing activities:
Repayments of debt	—			(164		)	—			(164		)
Proceeds from senior secured revolver	701,795			—			—			701,795
Payments for senior secured revolver	(423,105		)	—			—			(423,105		)
Proceeds from receivables-backed facility	—			—			501,000			501,000
Payments for receivables-backed facility	—			—			(714,000		)	(714,000		)
Common stock repurchase	(25,000		)	—			—			(25,000		)
Cash dividend paid	(6,543		)	—			—			(6,543		)
Issuance of common stock, net of share repurchases	869			—			—			869
Tax savings on share-based compensation	259			—			—			259
Intercompany	(177,022		)	(45,370		)	222,392			—
Net cash provided by (used in) financing activities	71,253			(45,534		)	9,392			35,111
Effect of exchange rate changes on cash and cash equivalents	—			—			(258		)	(258		)
Increase (decrease) in cash and cash equivalents	51,880			(10,225		)	(666		)	40,989
Cash and cash equivalents, beginning of period	(12,289		)	17,433			11,618			16,762
Cash and cash equivalents, end of period	$	39,591		$	7,208		$	10,952		$	57,751

	Unaudited Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2013
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated Totals
							(In thousands)
Cash flows from operating activities:
Net cash provided by (used in) operating activities — continuing operations	$	(12,739	)	$	(92,563	)	$	13,843		$	(91,459	)
Net cash provided by operating activities — discontinued operations	—			—			(14,046		)	(14,046		)
Net cash provided by operating activities	(12,739		)	(92,563		)	(203		)	(105,505		)
Cash flows from investing activities:
Payments for property, plant and equipment	(40		)	(15,761		)	—			(15,801		)
Proceeds from sale of fixed assets	—			1,397			—			1,397
Net cash provided by (used in) investing activities — continuing operations	(40		)	(14,364		)	—			(14,404		)
Net cash used in investing activities — discontinued operations	1,441,323			—			(20,480		)	1,420,843
Net cash provided by (used in) investing activities	1,441,283			(14,364		)	(20,480		)	1,406,439
Cash flows from financing activities:
Repayments of Dean Foods Company senior secured term loan debt	(1,027,197		)	—			—			(1,027,197		)
Proceeds from senior secured revolver	154,250			—			—			154,250
Payments for senior secured revolver	(396,350		)	—			—			(396,350		)
Proceeds from receivables-backed facility	—			—			220,000			220,000
Payments for receivables-backed facility	—			—			(220,000		)	(220,000		)
Payment of financing costs	(575		)	—			—			(575		)
Issuance of common stock, net of share repurchases for withholding taxes	(753		)	—			—			(753		)
Tax savings on share-based compensation	232			—			—			232
Net change in intercompany balances	(169,985		)	113,616			56,369			—
Net cash provided by (used in) financing activities — continuing operations	(1,440,378		)	113,616			56,369			(1,270,393		)
Net cash used in financing activities — discontinued operations	—			—			(36,500		)	(36,500		)
Net cash provided by (used in) financing activities	(1,440,378		)	113,616			19,869			(1,306,893		)
Effect of exchange rate changes on cash and cash equivalents	—			—			371			371
Increase (decrease) in cash and cash equivalents	(11,834		)	6,689			(443		)	(5,588		)
Cash and cash equivalents, beginning of period	15,242			—			9,415			24,657
Cash and cash equivalents, end of period	$	3,408		$	6,689		$	8,972		$	19,069