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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 27, 2000
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Dean Foods Company
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(Exact name of registrant as specified in its charter)
Delaware 1-08262 36-0984820
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
3600 N. River Road Franklin Park, IL 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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(Former name or former address, if changed since last report)
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Item 5 - Other Events
DEAN FOODS REPORTS RECORD FOURTH QUARTER AND FISCAL YEAR EARNINGS
Franklin Park, Illinois... June 27, 2000... Dean Foods Company (NYSE: DF) today
announced record earnings for the fourth quarter and full year, driven by a
solid performance in its Dairy segment and continued focus on new product
initiatives.
Fourth quarter income from continuing operations grew 10.3 percent to
$29.9 million before plant closure costs, compared with $27.1 million in the
fourth quarter of 1999, and earnings per share grew 22.1 percent to $.83, up
from $.68 a year ago. Sales increased 2.0 percent to a record $1,020.5 million,
up from $1,000.5 million in the fourth quarter of fiscal 1999.
Fiscal 2000 income from continuing operations advanced 35.2 percent to
$109.9 million before plant closure costs, from $81.3 million in fiscal 1999,
and earnings per share increased 42.8 percent to $2.87 from $2.01 in 1999. Sales
increased 8.3 percent to $4,065.6 million in fiscal 2000, compared to $3,755.1
million in fiscal 1999.
"Our record fourth quarter earnings, with a greater than 10 percent
increase from 1999, are the result of the strong performance of the Dairy
segment," stated Howard Dean, Chairman and Chief Executive Officer. "Dairy
operating earnings before plant closure charges increased more than 36 percent
in the fourth quarter and nearly 56 percent for fiscal 2000, primarily due to
continued improvements in operating performance and favorable commodities
pricing."
"The performance by the Dairy segment offset difficulties experienced
in the Pickles segment," continued Mr. Dean. "Continued market pressure by the
branded market leader and incremental costs due to poor crop conditions
negatively impacted the performance in Pickles. The Specialty segment was
impacted by one-time costs associated with integration of systems and processes
with an outside warehouse."
Dean Foods' fourth quarter results included the following highlights:
- Fluid milk operations benefited from improved margins, increased plant
efficiencies, plant rationalization, and improved commodity costs.
- Ice cream earnings improved due to improved plant performance, plant
rationalization, continued focus on brand position, and the ability to
maintain margins.
- ESL, the Extended Shelf Life business, continued to grow through
increased volumes, by providing consumers with a product advantage for
key dairy products.
- The Milk Chug product continued to expand in California, positively
impacting the entire fluid milk category in the nation's largest dairy
market.
- The innovative Dips-for-One product was successfully launched, the
first individually packaged, single-serve refrigerated dip.
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- The Company announced the acquisition of the Land O'Lakes upper
midwest fluid milk operations and a joint venture to further expand
and leverage the highly respected Land O'Lakes brand name on a
nationwide basis.
The Company's effective tax rate decreased from 39% to 38% in the
fourth quarter as a result of a more effective tax structure following the
integration of acquisitions. The impact of the change in tax rate on fourth
quarter and full year earnings per share was approximately $.01 per share.
Absent any major changes in the business, this rate is sustainable for the
foreseeable future.
Dean Foods' fourth quarter 2000 net income included an after-tax charge
of $3.8 million, or $.11 per share, for costs associated with the closure of
Dairy plants in Sacramento, California and Mobile, Alabama. Including these
charges, fourth quarter earnings per share were $.72 per share and net income
was $26.1 million. Fourth quarter 1999 net income of $20.8 million, or $.52 per
share, included $6.3 million after-tax, or $.16 per share, for plant closure
costs. Fiscal 2000 net income including the plant closure costs was $106.1
million, or $2.77 per share. Fiscal 1999 net income of $151.2 million, or $3.74
per share, included plant closure costs of $.27 per share, a gain of $2.07 per
share on disposition of the Company's vegetables business and a loss of $.07 per
share from discontinued operations.
"We are pleased with fourth quarter and full year performance of the
Dairy segment and see improvements in the market and crop conditions in the
Pickles segment for fiscal 2001," concluded Mr. Dean. "We are also excited with
the successful launch of Dips-for-One in our Specialty segment, although
increased advertising and trade spending costs associated with Dips-for-One will
affect the segment's performance in the first and second quarters."
Dean Foods is one of the nation's leading dairy processors and
distributors producing a full line of branded and private label products,
including fluid milk, ice cream and extended shelf life products, which are sold
under the Dean's and other strong regional brand names. Dean Foods is the
industry leader in other food products including pickles, powdered non-dairy
coffee creamers, aseptically packaged foodservice products, and refrigerated
dips and salad dressings.
Certain statements in this press release are forward-looking as defined
by the Private Securities Litigation Reform Act of 1995. These statements
involve certain risks and uncertainties that may cause actual results to differ
materially from expectations as of the date of this press release. These risks
include, but are not limited to, the ability to integrate acquisitions, adverse
weather conditions resulting in poor harvest conditions, raw milk and resin
costs, interest rate fluctuations, competitive pricing pressures, the
effectiveness of marketing and cost-management programs and shifts in market
demand.
The Company's quarterly earnings conference call will be held today at
10:00 a.m. Central Time. The call may be heard live at the Company's web site,
www.deanfoods.com, using RealPlayer7 Basic software. The basic version of
RealPlayer7 may be downloaded at no charge from
www.real.com/products/player/index.html prior to the call. Please allow
approximately 15 minutes to download the software. Replays will be available at
the same internet address for a limited time period.
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DEAN FOODS COMPANY
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE PERIODS ENDED
MAY 28, 2000 AND MAY 30, 1999
(UNAUDITED)
(In Millions Except for Per Share Amounts)
<TABLE>
<CAPTION>
Fourth Quarter Ended Fiscal Year Ended
--------------------------------- -----------------------------------
May 28, May 30, Change May 28, May 30, Change
2000 1999 % 2000 1999 %
--------- ---------- ------- ----------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 1,020.5 $ 1,000.5 2.0% $ 4,065.6 $ 3,755.1 8.3%
Costs of products sold 770.9 768.2 0.4% 3,104.2 2,941.2 5.5%
Delivery, selling and administrative expenses 188.6 177.0 6.6% 732.7 642.5 14.0%
Plant closure charges 6.1 10.4 -41.3% 6.1 18.1 -66.3%
--------- ---------- ------- ----------- ---------- -------
Operating earnings $ 54.9 $ 44.9 22.3% $ 222.6 $ 153.3 45.2%
Interest expense, net of interest income 12.8 10.8 18.5% 49.3 38.0 29.7%
--------- ---------- ------- ----------- ---------- -------
Income from continuing operations
before income taxes $ 42.1 $ 34.1 23.5% $ 173.3 $ 115.3 50.3%
Provision for income taxes 16.0 13.3 20.3% 67.2 45.0 49.3%
--------- ---------- ------- ----------- ---------- -------
Income from continuing operations $ 26.1 $ 20.8 25.5% $ 106.1 $ 70.3 50.9%
--------- ---------- ------- ----------- ---------- -------
Discontinued operations, net of taxes:
Loss from discontinued operations - - - - (2.9) -
Gain on sale of discontinued operations - - - - 83.8 -
--------- ---------- ------- ----------- ---------- -------
Total discontinued operations, net of taxes $ - $ - - $ - $ 80.9 -
--------- ---------- ------- ----------- ---------- -------
Net income $ 26.1 $ 20.8 25.5% $ 106.1 $ 151.2 -29.8%
========= ========== ======= =========== ========== =======
Basic earnings (loss) per share:
Income from continuing operations
before plant closure charges $ .83 $ .69 20.3% $ 2.89 $ 2.04 41.7%
Plant closure charges .11 .16 -31.3% - .10 .27 -63.0%
--------- ---------- ------- ----------- ---------- -------
Income from continuing operations $ .72 $ .53 35.8% $ 2.79 1.77 57.6%
Loss from discontinued operations - - - - (.07) -
Gain on sale of discontinued operations - - - - 2.10 -
--------- ---------- ------- ----------- ---------- -------
Net income $ .72 $ .53 35.8% $ 2.79 $ 3.80 -26.6%
========= ========== ======= =========== ========== =======
Diluted earnings (loss) per share:
Income from continuing operations
before plant closure charges $ .83 $ .68 22.1% $ 2.87 $ 2.01 42.8%
Plant closure charges .11 .16 -31.3% - .10 .27 -63.0%
--------- ---------- ------- ----------- ---------- -------
Income from continuing operations $ .72 $ .52 38.5% $ 2.77 $ 1.74 59.2%
Loss from discontinued operations - - - - (.07) -
Gain on sale of discontinued operations - - - - 2.07 -
--------- ---------- ------- ----------- ---------- -------
Net income $ .72 $ .52 38.5% $ 2.77 $ 3.74 -25.9%
========= ========== ======= =========== ========== =======
Weighted average common shares:
Basic 36.1 39.4 -8.4% 38.0 39.8 -4.5%
Diluted 36.1 39.7 -9.1% 38.3 40.5 -5.4%
</TABLE>
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DEAN FOODS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In Millions)
May 28, May 30,
2000 1999
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ASSETS
Current Assets:
Cash and temporary cash investments $ 26.7 $ 16.0
Accounts and notes receivable, net of
allowance for doubtful accounts 302.6 303.3
Inventories 178.4 168.8
Other current assets 92.6 94.1
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Total current assets $ 600.3 $ 582.2
Property, Plant and Equipment, net 815.3 764.9
Other Assets 587.9 564.8
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Total Assets $ 2,003.5 $ 1,911.9
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current installments of long-term obligations $ 3.6 $ 2.7
Accounts payable and accrued expenses 396.4 398.1
Dividends payable 7.9 8.4
Federal and state income taxes 41.2 30.3
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Total current liabilities $ 449.1 $ 439.5
Long-Term Obligations 758.7 631.3
Deferred Liabilities 138.0 124.7
Shareholders' Equity 657.7 716.4
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Total Liabilities and Shareholders' Equity $ 2,003.5 $ 1,911.9
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DEAN FOODS COMPANY
BUSINESS SEGMENT INFORMATION
FOR THE PERIODS ENDED
MAY 28, 2000 AND MAY 30, 1999
(Unaudited)
(In Millions)
<TABLE>
<CAPTION>
Dairy Pickles Specialty Corporate Consolidated
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<C> <C> <C> <C> <C>
FOURTH QUARTER ENDED
May 28, 2000
Net sales $ 805.6 $ 106.5 $ 108.4 $ - $ 1,020.5
========= ======= ======= ======== ===========
Operating earnings before plant closure charges $ 48.1 $ 8.5 $ 15.4 $ (11.0) $ 61.0
Plant closure charges 6.1 - - - 6.1
--------- ------- ------- -------- -----------
Operating earnings $ 42.0 $ 8.5 $ 15.4 $ (11.0) $ 54.9
========= ======= ======= ======== ===========
May 30, 1999
Net sales $ 787.7 $ 102.0 $ 110.8 $ - $ 1,000.5
========= ======= ======= ======== ===========
Operating earnings before plant closure charges $ 35.2 $ 13.7 $ 17.4 $ (11.0) $ 55.3
Plant closure charges 8.9 0.8 0.7 - 10.4
--------- ------- ------- -------- -----------
Operating earnings $ 26.3 $ 12.9 $ 16.7 $ (11.0) $ 44.9
========= ======= ======= ======== ===========
FISCAL YEAR ENDED
May 28, 2000
Net sales $ 3,255.0 $ 378.6 $ 432.0 $ - $ 4,065.6
========= ======= ======= ======== ===========
Operating earnings before plant closure charges $ 162.5 $ 34.2 $ 71.0 $ (39.0) $ 228.7
Plant closure charges 6.1 - - - 6.1
--------- ------- ------- -------- -----------
Operating earnings $ 156.4 $ 34.2 $ 71.0 $ (39.0) $ 222.6
========= ======= ======= ======== ===========
May 30, 1999
Net sales $ 2,984.6 $ 363.7 $ 406.8 $ - $ 3,755.1
========= ======= ======= ======== ===========
Operating earnings before plant closure charges $ 104.4 $ 42.8 $ 59.9 $ (35.7) $ 171.4
Plant closure charges 8.9 8.5 0.7 - 18.1
--------- ------- ------- -------- -----------
Operating earnings $ 95.5 $ 34.3 $ 59.2 $ (35.7) $ 153.3
========= ======= ======= ======== ===========
</TABLE>
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SIGNATURE
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 hereunto duly authorized.
Dean Foods Company
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(Registrant)
Date: June 27, 2000 /s/ Barbara A. Klein
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Barbara A. Klein
Vice President Finance and
Chief Financial Officer
