Wednesday, 3 November 2004

Dean Foods Company Reports Third Quarter 2004 Results

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Wednesday, 3 November 2004

Company Reports Third Quarter GAAP Diluted EPS of $0.25, Including $32.6 Million Pretax Write-Off of Deferred Financing Costs

DALLAS, Nov 3, 2004 (PRNewswire-FirstCall via COMTEX) — Dean Foods Company announced today that it earned $0.25 per diluted share for the quarter ended September 30, 2004. Net income in the third quarter declined 67% to $40.2 million, compared with $122.2 million in the third quarter of 2003, due in part to the write-off of $32.6 million ($21.2 million net of income tax) of deferred financing costs in conjunction with the refinancing of the company’s bank facility in August of this year and a non-recurring gain of $65.9 million ($40.3 million net of income tax) in the third quarter of 2003 related to the sale of the company’s frozen pre-whipped topping operations. Excluding those items and facility and restructuring costs, adjusted diluted earnings per share totaled $0.46, a decline of 12% compared to $0.52 reported in the third quarter of 2003. Adjusted net income totaled $74.3 million, an 11% decline from 2003.

The following table provides a reconciliation of GAAP and adjusted diluted earnings per share for the third quarter of 2004 and 2003:

2004           2003

  GAAP diluted earnings per share                    $0.25          $0.76
  Adjustments (net of tax effect):
    Facility closings and restructuring costs         0.08           0.01
    Costs related to early extinguishment of debt     0.13            ---
    Gain on sale of frozen pre-whipped topping
     operations                                        ---          (0.25)

  Adjusted diluted earnings per share                $0.46          $0.52

“As we indicated in September, our third quarter earnings were impacted by significant cost inflation and volatility as well as intense competition at the retail grocery level,” said Gregg Engles, chairman and chief executive officer. “Our Specialty Foods Group continues to face significant cost pressures and competitive challenges. Returning this business to its historical profitability levels continues to be one of our top priorities. Dairy Group operating margins continue to be negatively impacted by inflationary and competitive pressures. Despite margin pressure in our dairy business, we continue to grow our milk market share, with volumes up 2.6%, our largest increase in five years. Our Branded Products Group delivered solid volume, sales and profit growth, as the segment generated operating margins of close to 11% during the third quarter,” Engles said.

Net sales for the third quarter totaled $2.8 billion, an increase of 20% over the third quarter of 2003, due primarily to increased selling prices resulting from the pass through of increases in raw milk costs and strong volume growth in the Branded Products Group. The Class I mover, which is an indicator of the price the company pays for raw milk, increased 35% in the third quarter compared with last year’s third quarter, and Class II butterfat prices increased 57% in the same period. The acquisitions of Horizon Organic and Ross Swiss Dairies in 2004 and Kohler Mix Specialties in October 2003 also contributed to sales growth.

Consolidated operating income in the third quarter totaled $143.4 million, a 40% decline versus the $240.9 million reported in the third quarter of 2003. Consolidated operating income margins were 5.2% for the third quarter of 2004, down 527 basis points compared to 10.4% in the third quarter of 2003.

Adjusted third quarter operating income declined 7% to $164.3 million compared to adjusted operating income of $177.1 million in the third quarter of 2003. Adjusted operating income margins were 5.9%, down 175 basis points compared to 7.7% in the third quarter of 2003.

Long-term debt at September 30, 2004 was approximately $3.3 billion, including $135 million due within one year that is reported as a current liability. At the end of the quarter, approximately $758 million was available for future borrowings under the company’s senior credit facilities.

OUTLOOK FOR 2004 AND 2005

The company announced that it is reiterating its fourth quarter adjusted earnings per share guidance of $0.63 to $0.66 per share and full year 2004 guidance of $2.02 to $2.05 per share on an adjusted basis.

“As we move forward into 2005 we anticipate lower volatility in dairy commodity prices in the US and Spain, better results from our Specialty Foods Group segment as a result of exiting the nutritional drinks business, and continued strong sales and operating income growth from our Branded Products segment. Overall, although there are still significant inflationary headwinds for our businesses, I believe that we are well positioned to return to our historical growth rate in 2005 and anticipate adjusted earnings per share in the range of $2.20 to $2.30,” Engles said.

THIRD QUARTER SEGMENT RESULTS

Dairy Group net sales for the third quarter rose 17% to $2.2 billion, from $1.9 billion in the third quarter of 2003. The sales increase was due to increased selling prices in response to higher raw milk and butterfat costs, strong growth in fluid dairy volumes and previously announced acquisitions. The Class I mover averaged $15.50 per hundred-weight in the third quarter of 2004, a 35% increase versus last year. Class II butterfat costs averaged $1.93 per pound in the third quarter, an increase of 57% over last year.

Dairy Group segment operating income in the third quarter declined $16.8 million to $148.3 million and operating margins declined 200 basis points to 6.6% of sales, due to the negative impact of higher raw milk and butterfat prices and the sale of the pre-whipped topping operations in the third quarter of last year. Additionally, higher fuel, resin and energy costs impacted the Dairy Group’s results by approximately $11 million in the third quarter.

The Branded Products Group’s net sales increased 73% in the third quarter to $303.2 million, driven by the acquisition of Horizon Organic and solid volume and sales growth across the branded portfolio. Silk, Horizon Organic, Land O’Lakes, and International Delight were particularly strong, posting double-digit sales and volume growth rates.

Third quarter operating income for the Branded Products Group totaled $32.8 million, compared to a loss of $1.1 million in last year’s third quarter. Segment operating margins increased significantly to 10.8% in the third quarter of this year compared to a negative 0.6% margin in the third quarter of 2003.

The Branded Products Group’s operating results improved primarily due to strong sales and volume growth trends across the segment’s product portfolio. More efficient brand spending and the expiration of the White Wave management incentive program in March of this year also contributed to the improved results.

“We’re clearly seeing the benefits from the significant marketing investments that we made against the branded portfolio over the last several quarters. Our largest brands continue to have strong traction in the market, which is translating into a meaningful improvement in profitability,” Engles said.

The Specialty Foods Group’s net sales in the third quarter totaled $162.8 million, a 1.8% decline compared with the third quarter of 2003. Segment operating income was $10.3 million, a decline of $16.1 million compared to last year, and segment operating income margins declined to 6.3% from 16.0% in 2003. Operating performance was negatively affected by a significant decrease in nutritional drinks volumes; the write-off of certain nutritional drinks inventory and accounts receivable; high commodity, packaging and transportation costs; weak pickle demand and a late Midwest crop harvest resulting from the unseasonably cool summer weather.

RESULTS FOR NINE MONTHS ENDED SEPTEMBER 30, 2004

The company’s net sales increased 20% to $8.0 billion for the nine months ended September 30, 2004, compared with $6.7 billion during the first nine months of 2003. The increase was due primarily to higher raw material costs that were passed on to customers in the form of higher selling prices, strong volume growth in the Branded Products Group and the acquisitions of Horizon Organic, Ross Swiss Dairies, Melody Farms and Kohler Mix Specialties. Net income totaled $186.5 million, compared with $269.2 million in 2003. Diluted earnings per share for the nine months ended September 30, 2004 totaled $1.15, compared with $1.73 in the first nine months of 2003.

On an adjusted basis (as defined below), net income for the nine months totaled $225.3 million, a decline of 2% over $231.0 million last year. Adjusted diluted earnings per share for the first nine months of 2004 totaled $1.38 compared with $1.50 in the first nine months of 2003.

The company reported operating income for the nine months ended September 30, 2004 of $464.8 million versus $582.3 million in 2003. Adjusted operating income for the first nine months of 2004 totaled $493.3 million, a decline of 5% versus $519.9 million last year. Adjusted operating income margins for the first nine months of 2004 were 6.1%, a decline of 165 basis points versus the prior year.

    RECENT DEVELOPMENTS

  • The company refinanced its bank credit facility in August of this
    year. The new financing is comprised of a $1.5 billion revolving
    credit facility and a $1.5 billion term loan. Maturities for both
    facilities were set at five years and current borrowing spreads were
    reduced by approximately 50 basis points. The company recorded a
    $32.6 million non-cash charge ($21.2 million net of income tax) in
    the third quarter of 2004 to write off deferred financing fees
    related to the previous financing.

  • Since July 1, 2004, the company has repurchased approximately
    9.16 million shares of its common stock in the open market at an
    average price of $31.84. The company today announced that its Board
    of Directors has approved a $100 million increase to the company’s
    share repurchase program bringing the total available authorization
    to approximately $118 million.

  • In September, the company announced its intention to exit the
    nutritional drinks business and close the Specialty Foods facility in
    Benton Harbor, Michigan where the nutritional drinks are produced.
    The company recorded a $9.3 million restructuring charge in the third
    quarter in conjunction with the facility closure.

  • The company announced that Jim Greisinger, retired President of the
    company’s Specialty Foods Group, has returned as President of the
    Specialty Foods segment.

    “Jim has over 40 years of industry experience in the pickle and
    specialty foods industries and I believe that he will be instrumental
    in returning this segment to its historical profitability levels,”
    Engles said.

    COMPARISON OF ADJUSTED INFORMATION TO GAAP INFORMATION

For the quarter ended September 30, 2004, the adjusted results reported above differ from the company’s results under GAAP by excluding the following facility closing, reorganization, and non-recurring charges:

a) $32.6 million non-cash charge ($21.2 million net of income tax)
representing unamortized deferred financing costs related to the
company’s previous credit facility that was written off in
conjunction with the refinancing of the company’s credit facility
in August 2004, and

b) $20.9 million charge ($12.9 million net of income tax) related to
the closing of the Specialty Foods Group’s Benton Harbor, MI,
facility and exiting the nutritional drinks business, the
consolidation of the Branded Products Group segment, the closing of
Dairy Group facilities in Madison, WI, Westwego, LA, Pocatello, ID,
the closing of a Dairy Group ice cream warehouse in Akron, OH, and
other previously announced Dairy Group facility closings.

For the quarter ended September 30, 2003, the adjusted results reported above differ from the company’s results under GAAP by excluding a non- recurring gain of $65.9 million ($40.3 million net of income tax) related to the sale of the company’s frozen pre-whipped topping operations, and by excluding a $2.1 million charge ($1.3 million net of income tax) related primarily to moving the company’s former Morningstar subsidiary’s facilities into the Dairy Group and closing a distribution facility in the Northeast region of the Dairy Group, as well as re-organization costs in the Midwest region of the Dairy Group.

For the nine months ended September 30, 2004, the adjusted results reported above differ from the company’s results under GAAP by excluding the following facility closing, reorganization, and non-recurring charges:

a) $32.6 million non-cash charge ($21.2 million net of income tax)
representing unamortized deferred financing costs related to the
company’s previous credit facility that was written off in
conjunction with the refinancing of the company’s credit facility
in August 2004, and

b) $28.6 million net restructuring charge ($17.6 million net of income
tax) related to facility closings in Benton Harbor, Westwego,
Pocatello, Madison, South Gate, San Leandro, and Wilkesboro,
charges related to exiting the nutritional drinks business, charges
related to the consolidation of the Branded Products Group segment,
a charge related to closing of a Dairy Group ice cream warehouse in
Akron, OH, and other previously announced Dairy Group facility
closings, partly offset by a gain on the sale of a facility closed
in Hawaii in 2003.

For the nine months ended September 30, 2003, the adjusted results reported above differ from the company’s results under GAAP by excluding a non-recurring gain of $65.9 million ($40.3 million net of income tax) related to the sale of the company’s frozen pre-whipped topping operations, and several facility closing and reorganization charges totaling $3.5 million ($2.1 million net of income tax).

The adjusted earnings information contained in this press release are non- GAAP financial measures that eliminate the net expense or net gain related to the items identified above. These numbers are provided in order to allow investors to make meaningful comparisons of the company’s operating performance between periods and to view the company’s business from the same perspective as the company’s management. Because the company cannot predict the timing and amount of charges associated with facility closings and restructurings or non-recurring items associated with the company’s operations, management does not consider facility closing or restructuring costs when evaluating the company’s performance, when making decisions regarding the allocation of resources, or in determining incentive compensation for management. Facility closing and restructuring costs are not recorded in any of the company’s operating segments. This non-GAAP financial information is provided as additional information for investors and is not in accordance with or an alternative to GAAP. These non-GAAP numbers may be different than similar measures used by other companies. A full reconciliation table between earnings per share for the three-month and nine- month periods ended September 30, 2004 calculated according to GAAP and on an adjusted basis is attached. Additionally, the company’s earnings guidance for 2004 excludes any potential non-recurring or one-time gains and losses and facility closing and restructuring charges.

CONFERENCE CALL WEBCAST

A webcast to discuss the company’s financial results and outlook will be held at 9:00 a.m. ET today and may be heard live by visiting the “Webcasts” section of the company site at http://www.deanfoods.com/ .

ABOUT DEAN FOODS

Dean Foods Company is one of the leading food and beverage companies in the United States. Its Dairy Group division is the largest processor and distributor of milk and other dairy products in the country, with an extensive refrigerated direct-store-delivery network. Through its White Wave and Horizon Organic subsidiaries, Dean Foods Company is also the nation’s leading manufacturer of soymilk, organic milk and other branded organic foods. The company’s Specialty Foods Group is a leading manufacturer of pickles and other specialty food products. Dean Foods Company and its subsidiaries operate approximately 120 plants in 36 U.S. states, Spain and the United Kingdom, and employ approximately 29,000 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 sales, operating income, net income and earnings per share. 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, including targeted sales, operating income, net income and earnings per share depends on a variety of economic, competitive and governmental factors, including raw material costs, 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 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.

Contact:  Cory Olson
             Senior Vice President and Treasurer
             (214) 303-3645

                            (Tables to follow)


                            DEAN FOODS COMPANY
              (Dollars in thousands, except per share data)

                                      GAAP                ADJUSTED [A]
                               Three Months Ended      Three Months Ended
                                 September 30,           September 30,
                                2004        2003        2004        2003

  Net sales                  $2,772,495  $2,306,848  $2,772,495  $2,306,848
  Cost of sales               2,127,682   1,713,311   2,127,682   1,713,311

    Gross profit                644,813     593,537     644,813     593,537

  Operating costs and
   expenses                     480,524     416,430     480,524     416,430
  Facility closings and
   reorganization costs, net     20,919       2,118
  Gain on sale of operations                (65,892)

    Operating income            143,370     240,881     164,289     177,107

  Interest expense               43,190      45,806      43,190      45,806
  Costs related to early
   extinguishment of debt        32,613
  Other (income) expense            397      (1,845)        397      (1,845)

    Income before income
     taxes                       67,170     196,920     120,702     133,146
  Income taxes                   26,978      74,758      46,383      50,014

      Net income                $40,192    $122,162     $74,319     $83,132

  Basic earnings per share:
      Net income                  $0.26       $0.79       $0.48       $0.54

      Basic average common
       shares (000's)           155,921     155,090     155,921     155,090

  Diluted earnings per share:
      Net income                  $0.25       $0.76       $0.46       $0.52

      Diluted average common
       shares (000's)           162,101     161,089     162,101     161,089

   [A]  Adjusted results differ from results reported under GAAP by
   excluding income and expense related to facility closings,
   reorganizations, the sale of operations and the early extinguishment of
   debt.  More information about these items is included in the earnings
   release under the heading "Comparison of Adjusted Information to GAAP
   Information."


                            DEAN FOODS COMPANY
              (Dollars in thousands, except per share data)

                                      GAAP                ADJUSTED [B]
                               Nine Months Ended       Nine Months Ended
                                 September 30,           September 30,
                                2004        2003        2004        2003

  Net sales                  $8,031,210  $6,674,298  $8,031,210  $6,674,298
  Cost of sales               6,135,754   4,908,375   6,135,754   4,908,375

    Gross profit              1,895,456   1,765,923   1,895,456   1,765,923

  Operating costs and
   expenses                   1,402,168   1,246,033   1,402,168   1,246,033
  Facility closings and
   reorganization costs, net     28,625       3,453
  Gain on sale of operations       (122)    (65,892)

    Operating income            464,785     582,329     493,288     519,890

  Interest expense              129,770     137,018     129,770     137,018
  Costs related to early
   extinguishment of debt        32,613
  Financing charges on
   preferred securities                      14,164                  14,164
  Other income                   (1,164)     (2,795)     (1,164)     (2,795)

    Income before income
     taxes                      303,566     433,942     364,682     371,503
  Income taxes                  117,061     164,782     139,408     140,546

      Net income               $186,505    $269,160    $225,274    $230,957

  Basic earnings per share:
      Net income                  $1.19       $1.90       $1.44       $1.63

      Basic average common
       shares (000's)           156,450     141,709     156,450     141,709

  Diluted earnings per share:
      Net income                  $1.15       $1.73       $1.38       $1.50

      Diluted average common
       shares (000's)           162,793     160,404     162,793     160,404

   [B]  Adjusted results differ from results reported under GAAP by
   excluding income and expense related to facility closings,
   reorganizations, the sale of operations and the early extinguishment of
   debt.  More information about these items is included in the earnings
   release under the heading "Comparison of Adjusted Information to GAAP
   Information."


                            DEAN FOODS COMPANY

              Earnings per Share Summary and Reconciliation

                                Three Months Ended      Nine Months Ended
                                  September 30,           September 30,
                                 2004        2003        2004        2003
  GAAP diluted earnings per
   share                          $0.25       $0.76       $1.15       $1.73

  Adjustments:
    Facility closings and
     reorganization costs,
     net                           0.08        0.01        0.10        0.02
    Costs related to early
     extinguishment of debt        0.13                    0.13
    Gain on sale of
     operations                               (0.25)                  (0.25)

  Adjusted diluted earnings
   per share                      $0.46       $0.52       $1.38       $1.50


                           Segment Information
                          (Dollars in thousands)

                               Three Months Ended      Nine Months Ended
                                 September 30,           September 30,
                                2004        2003        2004        2003
  Net sales
    Dairy Group              $2,229,578  $1,907,393  $6,448,745  $5,487,991
    Branded Products Group      303,166     174,985     854,075     500,907
    Specialty Foods Group       162,788     165,748     502,439     504,362
    Corporate / Other            76,963      58,722     225,951     181,038
      Total                  $2,772,495  $2,306,848  $8,031,210  $6,674,298

  Segment operating income
   (loss)
    Dairy Group                $148,263    $165,062    $440,979    $479,165
    Branded Products Group       32,798      (1,120)     66,356      10,480
    Specialty Foods Group        10,335      26,462      49,473      76,237
    Corporate / Other           (27,107)    (13,297)    (63,520)    (45,992)
      Subtotal                  164,289     177,107     493,288     519,890
  Facility closings and
   reorganization costs, net    (20,919)     (2,118)    (28,625)     (3,453)
  Gain on sale of operations                 65,892         122      65,892
      Total operating income   $143,370    $240,881    $464,785    $582,329


                            DEAN FOODS COMPANY

                         Condensed Balance Sheet
                          (Dollars in Thousands)

                                            September 30,      December 31,
  ASSETS                                         2004              2003

  Cash and cash equivalents                      $11,696           $47,143
  Other current assets                         1,584,192         1,353,738
    Total current assets                       1,595,888         1,400,881

  Property, plant & equipment                  1,895,550         1,773,555

  Intangibles & other assets                   4,137,770         3,818,100

      Total Assets                            $7,629,208        $6,992,536


  LIABILITIES AND STOCKHOLDERS' EQUITY

  Total current liabilities                   $1,077,047        $1,170,393

  Long-term debt                               3,191,700         2,611,356

  Other long-term liabilities                    776,031           667,974

  Stockholders' equity:
    Common stock                                   1,503             1,550
    Additional paid-in capital                 1,341,283         1,498,025
    Retained earnings                          1,260,763         1,074,258
    Other comprehensive income                   (19,119)          (31,020)
        Total stockholders' equity             2,584,430         2,542,813

      Total Liabilities and
       Stockholders' Equity                   $7,629,208        $6,992,536


                            DEAN FOODS COMPANY

                    Condensed Statement of Cash Flows
                          (Dollars in Thousands)

                                             Nine Months Ended September 30,
  Operating Activities                            2004              2003
    Net income                                   $186,505         $269,160
    Depreciation and amortization                 166,458          142,137
    Deferred income taxes                         125,091          103,071
    Write-off of deferred financing costs          32,613
    Gain on sale of operations                                     (65,892)
    Tax savings on equity compensation             17,548           22,681
    Write-down of impaired assets                  12,777            1,897
    Changes in current assets and liabilities    (272,096)        (129,124)
    Other                                            (919)          (5,804)
            Net cash provided by operations       267,977          338,126

  Investing Activities
    Net additions to property, plant
     and equipment                               (264,905)        (199,462)
    Cash outflows for acquisitions               (366,990)         (61,092)
    Net proceeds from divestitures                                  89,950
    Proceeds from disposal of fixed assets          8,986            9,889
            Net cash used in investing
             activities                          (622,909)        (160,715)

  Financing Activities
    Proceeds from the issuance of debt          1,731,695          175,136
    Repayment of debt                          (1,207,929)        (301,091)
    Issuance of common stock, net of
     expenses                                      62,371           81,979
    Redemption of common stock                   (257,343)        (152,472)
    Other                                          (9,309)          (6,879)
            Net cash provided (used) in
             financing activities                 319,485         (203,327)

  Decrease in cash and cash equivalents           (35,447)         (25,916)
  Beginning cash balance                           47,143           45,896

  Ending cash balance                             $11,696          $19,980

SOURCE Dean Foods Company

Cory Olson, Senior Vice President and Treasurer of Dean Foods Company,
+1-214-303-3645

http://www.deanfoods.com/

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