Dean Foods Reports Strong Second Quarter Results - Reported Solid Growth Across All Operating Segments

- Q2 Diluted Earnings per Share of $0.30, Adjusted Diluted Earnings per Share Increase 100 percent to $0.36

- Segment Operating Income Rises, 41 percent at Fresh Dairy Direct, 31 percent at WhiteWave-Alpro,19 percent at Morningstar

- Third Quarter 2012 Guidance of $0.25-$0.30 Adjusted Diluted Earnings per Share

-Full Year 2012 Guidance Increased to $1.18-$1.28 Adjusted Diluted Earnings per Share

DALLAS, Aug. 7, 2012 /PRNewswire/ -- Dean Foods Company (NYSE: DF) today announced strong second quarter results driven by continued solid growth across all operating segments as well as a continued focus on expense control. The Company reported second quarter 2012 diluted earnings per share of $0.30, compared to a second quarter 2011 loss of $0.28 per share. The year ago quarter included a $131 million charge related to the settlement of the Tennessee dairy farmer class action litigation. On an adjusted basis, second quarter 2012 diluted earnings per share were $0.36, a 100 percent increase from the $0.18 earnings per diluted share in the prior year's second quarter.  

Second quarter consolidated operating income totaled $146 million, compared to a consolidated operating loss of $16 million in the second quarter of 2011. Adjusted second quarter consolidated operating income totaled $157 million, a 37 percent increase from $114 million reported in the second quarter of 2011.

Separately, Dean Foods announced today that The WhiteWave Foods Company, which will be comprised of Dean Foods' WhiteWave-Alpro segment, has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission ("SEC") relating to its proposed initial public offering of up to 20 percent of its common stock.  Proceeds from the offering, as well as $800-$925 million to be borrowed under a new credit facility at The WhiteWave Foods Company, are expected to be applied to reduce Dean Foods' outstanding debt. As a result, management expects Dean Foods' leverage ratio to decline to approximately 3.5x debt to EBITDA, as defined by its credit agreements, following the transaction, assuming a Q4 2012 closing. In the event that the IPO is not completed by year end, management expects the Dean Foods year-end leverage ratio to be approximately 3.75x. At the time of the offering, Gregg Engles will be appointed Chairman and CEO of The WhiteWave Foods Company, while remaining Chairman of Dean Foods. Gregg Tanner, President of Fresh Dairy Direct and Chief Supply Chain Officer, will be promoted to CEO of Dean Foods. Gregg Tanner has over 30 years of food industry experience with companies including The Hershey Company, ConAgra Foods, Quaker Oats Company, and Ralston Purina Company. His leadership of Fresh Dairy Direct and the Supply Chain organization over the past 5 years with Dean Foods has been instrumental in the strong return to growth at Fresh Dairy Direct. For additional information, please refer to Dean Foods' separate press release issued today.

"We continued to build on our momentum in the second quarter, delivering strong growth across all of our operating segments," said Gregg Engles, Chairman and CEO. "In addition to each of our businesses executing well against their stated plans, we also continued to benefit from disciplined expense control across the organization. As a result of these efforts, we reported a 37 percent increase in consolidated adjusted operating income and a 100 percent increase in adjusted diluted earnings per share.  We are pleased with the progress we continue to make on all fronts, which is clearly translating into significantly improved financial performance and flexibility."

Net income attributable to Dean Foods totaled $56 million, compared to a net loss of $51 million in the prior year second quarter. Adjusted net income for the second quarter was $66 million, a 105 percent increase from $32 million in the second quarter of 2011.

Net sales for the second quarter totaled $3.1 billion, compared to $3.3 billion of net sales in the second quarter of 2011, reflecting the pass-through of lower dairy commodity costs.

Summary of Dean Foods Second Quarter 2012 Operating Results









Q2 2012






$ millions


Y/Y




(except EPS)


Change








Consolidated Adjusted Operating Income


$157


+37%








Adjusted Interest Expense


$53


-17%








Consolidated Adjusted Net Income


$66


+105%








Adjusted Diluted Earnings per Share


$0.36


+100%


WHITEWAVE – ALPRO
For the second quarter of 2012, the WhiteWave-Alpro segment reported net sales of $573 million, 11 percent higher than second quarter 2011 net sales of $514 million. Strong category growth, and continued investment in brand building, innovation, and marketing drove the second quarter performance.

Second Quarter 2012 WhiteWave-Alpro  Summary




Q2 2012


Y/Y




$ millions


Change


Net Sales


$573


+11%








Operating Income


$58


+31%








Among the product categories at WhiteWave-Alpro, net sales in the plant-based foods and beverages platform, which includes Silk® soymilk, almondmilk and coconutmilk products, increased more than 20 percent in the second quarter, driven by continued strong growth of Silk PureAlmond®. Net sales in the coffee creamers and beverages platform, which includes coffee creamers under the International Delight®, Land O'Lakes®, Silk® and Horizon Organic® brands, as well as International Delight Iced Coffee, increased by nearly 20 percent in the second quarter, driven by continued strong growth of International Delight Creamers and Iced Coffee.  Net sales in the premium dairy platform, which includes Horizon Organic® branded milk and other products, increased mid-single digits. Alpro net sales increased high-single digits on a Euro currency basis and declined mid-single digits after currency conversion.

A culture of efficiency and expense control at WhiteWave-Alpro leveraged 11 percent top-line growth to deliver 31 percent operating income growth in the second quarter. For the quarter, WhiteWave-Alpro operating income was $58 million, versus $44 million in the second quarter of 2011.

FRESH DAIRY DIRECT

Second Quarter 2012 Fresh Dairy Direct Summary















Q2 2012


Y/Y 




$ millions


Change








Fluid Milk Volume


--


-1.2%


Fluid Milk Volume, adjusted*


--


+0.1%








Operating Income ($ millions)


$125


+41%








*adjusted to exclude the estimated impact of the September 2011 Waukesha, WI plant divestiture







Fresh Dairy Direct delivered another quarter of strong performance, driven by continued volume outperformance of the industry, a favorable commodity environment, effective price realization and strong expense control. For the second quarter, Fresh Dairy Direct fluid milk volumes were essentially flat on a year-over-year basis, excluding the impact of divestitures. This compares to the balance of the industry that experienced a volume decline of approximately 2.5 percent on a year-over-year basis, based on USDA data and Company estimates.

Fresh Dairy Direct net sales were $2.2 billion, a 10 percent decline from $2.4 billion in net sales for the second quarter of 2011, reflecting the pass-through of lower dairy commodity costs. The second quarter 2012 average Class I Mover, a measure of raw milk costs, was $15.58 per hundred-weight, a decrease of 21 percent from the second quarter of 2011.

Second quarter Fresh Dairy Direct operating income was $125 million, a 41 percent increase from $89 million in the second quarter of 2011.

MORNINGSTAR

Second Quarter 2012 Morningstar Summary








Q2 2012


Y/Y 



$ millions


Change






Volume


--


+10%






Operating Income ($ millions)


$32


+19%

Second quarter Morningstar volumes increased 10 percent, reflecting continued growth in foodservice and retail channels.  Core volume growth, offset by the pass-through of lower dairy commodity costs, drove Morningstar net sales of $345 million, essentially flat with the year ago period. Morningstar operating income increased 19 percent in the second quarter to $32 million, from $27 million in the second quarter of 2011.

CORPORATE EXPENSE
Second quarter Corporate expense totaled $63 million, compared to $49 million in the second quarter of 2011. Second quarter 2012 adjusted Corporate expense totaled $59 million, compared to $48 million in the year-ago period, reflecting strong expense control across G&A, offset by higher incentive compensation expense.

CASH FLOW
Net cash provided by operating activities for the six months ended June 30, 2012 totaled $239 million, compared to $180 million in the second quarter of 2011. Free cash flow from operations, which is defined as net cash provided by operations less capital expenditures, was $143 million for the first six months of 2012, compared to $61 million for the same period in 2011.  A reconciliation between net cash provided by operations and free cash flow from continuing operations is included below.

Year-to-date capital expenditures totaled $96 million, compared to $119 million for the first six months of 2011.  Total debt outstanding, net of cash on hand, as of June 30, 2012, decreased by $196 million from March 31, 2012. The Company's funded debt to EBITDA ratio as defined by its credit agreements declined to 3.96x as of the end of the second quarter, comfortably below its maximum leverage covenant ratio of 5.50x. Management continues to focus on reducing the Company's overall leverage.

FORWARD OUTLOOK
"Looking ahead at Q3 and the balance of the year, we expect continued strong performance across the business," continued Engles. "We expect first half momentum to continue at WhiteWave with strong volume-driven net sales growth and operating leverage.

"At Fresh Dairy Direct, we will continue to focus on the fundamentals of the business. Volume performance, price realization, and cost efficiency. We expect to continue to post solid year-over-year growth despite expectations for a rising dairy commodity environment. We expect mid to high-teens full year operating income growth at Fresh Dairy Direct.

"At Morningstar, solid customer growth, new product innovations, and a focused approach are expected to drive continued success for the segment over the balance of the year, resulting in mid-teens full year operating income growth.

"In total, strong operating segment performance, and a continued focus on efficiency and leverage reduction should drive continued strong operating income and EPS growth. For the third quarter, we expect adjusted diluted earnings per share to be between $0.25 and $0.30. Given our strong performance in the first half, and expectations for continued momentum over the balance of the year, we are increasing our full year guidance for adjusted diluted earnings per share to a range of $1.18-1.28 per share under our current corporate structure."

CONFERENCE CALL WEBCAST
A webcast to discuss the Company's financial results and outlook will be held at 9:30 ET, August 8, 2012, and may be heard live by visiting the "Webcast" section of the Company's site at www.deanfoods.com/investors. A slide presentation will accompany the webcast.

ABOUT DEAN FOODS
Dean Foods is a leading food and beverage company in the United States and a European leader in branded plant-based foods and beverages. The Company's Fresh Dairy Direct segment is one of the nation's largest processors and direct-to-store distributors of fluid milk marketed under more than 50 local and regional dairy brands and private labels. Fresh Dairy Direct also distributes ice cream, cultured products, juices, teas, bottled water and other products. The WhiteWave-Alpro segment produces and sells an array of nationally and internationally branded plant-based foods and beverages, coffee creamers and beverages, and premium dairy products. WhiteWave brands - including Silk®, Horizon Organic®, International Delight®, and LAND O'LAKES® - are category leaders and consumer favorites. Alpro is the pan-European leader in branded soy food and beverage products with the Alpro® soya and Provamel® brands. Morningstar Foods is a leading warehouse delivery dairy business that produces and sells traditional and specialty dairy items, including cultured dairy products, ice cream mixes, coffee creamers, aerosol whipped toppings, traditional and value-added milks, and blended iced beverages to retailers and foodservice providers nationwide. For more information, visit www.deanfoods.com.

CONTACT: Corporate Communications, Liliana Esposito, +1-214-721-7766; or Investor Relations, Barry Sievert, +1-214-303-3438

FORWARD-LOOKING STATEMENTS
Some of the statements in this press release are "forward-looking" and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements include statements relating to, among other things, projected sales, operating income, net income, adjusted diluted earnings per share, debt covenant compliance, cost reduction strategies, divestitures, capital expenditures, new product launches, the proposed initial public offering of WhiteWave-Alpro, as well as expected financial performance. 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 cost reductions, sales, operating income, net income and earnings per share depends on a variety of economic, competitive and governmental factors, including raw material availability and costs, the demand for the Company's products, and the Company's ability to access capital under its credit facilities or otherwise, 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.

STATEMENT ON THE WHITEWAVE FOODS COMPANY REGISTRATION STATEMENT
A registration statement relating to the securities of The WhiteWave Foods Company has been filed with the U.S. Securities and Exchange Commission but has not yet become effective.  These securities may not be sold nor may offers to buy these securities be accepted before the time the registration statement becomes effective.  This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

[Additional tables to follow]

 DEAN FOODS COMPANY 


 Condensed Consolidated Statements of Operations 


 (Unaudited) 


 (In thousands, except per share data) 



























 GAAP 


 ADJUSTED* 





 Three months ended 


 Three months ended 





June 30,


June 30,





2012


2011


2012


2011













 Net sales 

$ 3,125,504


$ 3,298,808


$ 3,125,504


$ 3,298,808


 Cost of sales 

2,320,384


2,539,247


2,320,384


2,539,247














 Gross profit 

805,120


759,561


805,120


759,561













 Operating costs and expenses: 










 Selling and distribution  

497,621


492,094


497,621


492,094



 General and administrative  

152,655


153,645


148,655

 (e) 

152,985

(a) (e) 


 Amortization of intangibles 

2,304


2,637


2,304


2,637



 Facility closing and reorganization costs 

6,532


21,226


-

 (b) 

-

 (b) 


 Litigation settlement 

-


131,300


-


-

 (c) 


 Other operating income 

-


(24,898)


-


-

 (a) 


 Loss attributable to non-controlling interest in Hero JV 

-


-


-


(2,463)

 (d) 



 Total operating costs and expenses 

659,112


776,004


648,580


645,253














 Operating income (loss) 

146,008


(16,443)


156,540


114,308













 Interest expense 

53,822


63,493


52,972

 (c) 

63,493


 Other income, net 

(1,951)


(707)


(1,951)


(710)














 Income (loss) from continuing operations before income taxes 










94,137


(79,229)


105,519


51,525













 Income tax expense (benefit) 

35,514


(26,209)


39,407

 (f) 

19,242

 (f) 












 Income (loss) from continuing operations 

58,623


(53,020)


66,112


32,283


 Loss on sale of discontinued operations, net of tax 

(2,458)


-


-

 (g) 

-














 Net income (loss) 

56,165


(53,020)


66,112


32,283




 Net loss attributable to non-controlling interest 

-


2,507


-


-

 (d) 


 Net income (loss) attributable to Dean Foods Company     

$      56,165


$    (50,513)


$      66,112


$      32,283













 Average common shares: 










 Basic 

184,558


183,360


184,558


183,360



 Diluted 

185,258


183,360


185,258


184,144

 (h) 












Basic earnings (loss) per common share:










Income (loss) from continuing operations attributable to











 Dean Foods Company 

$          0.31


$        (0.28)


$          0.36


$          0.18



Loss from discontinued operations attributable to











 Dean Foods Company 

(0.01)


-


-


-


Net income (loss) attributable to Dean Foods Company

$          0.30


$        (0.28)


$          0.36


$          0.18













Diluted earnings (loss) per common share:










Income (loss) from continuing operations attributable to











 Dean Foods Company 

$          0.31


$        (0.28)


$          0.36


$          0.18



Loss from discontinued operations attributable to











 Dean Foods Company 

(0.01)


-


-


-


Net income (loss) attributable to Dean Foods Company

$          0.30


$        (0.28)


$          0.36


$          0.18













 * See notes to Earnings Release Tables 




         

 DEAN FOODS COMPANY 


 Condensed Consolidated Statements of Operations 


 (Unaudited) 


 (In thousands, except share data) 



























 GAAP 


 ADJUSTED* 





 Six months ended 


 Six months ended 





June 30,


June 30,





2012


2011


2012


2011













 Net sales 

$ 6,339,598


$ 6,348,662


$ 6,339,598


$ 6,348,662


 Cost of sales 

4,746,625


4,838,819


4,746,625


4,838,819














 Gross profit 

1,592,973


1,509,843


1,592,973


1,509,843













 Operating costs and expenses: 










 Selling and distribution  

1,001,856


977,896


1,001,856


977,896



 General and administrative  

282,160


318,307


278,160

 (e) 

309,796

 (a)(e) 


 Amortization of intangibles 

4,589


5,375


4,589


5,375



 Facility closing and reorganization costs 

35,354


31,869


-

 (b) 

-

 (b) 


 Litigation settlements 

-


131,300


-


-

 (c) 


 Other operating income 

-


(44,388)


-


-

 (a) 


 Loss attributable to non-controlling interest in Hero JV 

-


-


-


(4,300)

 (d) 



 Total operating costs and expenses 

1,323,959


1,420,359


1,284,605


1,288,767














 Operating income 

269,014


89,484


308,368


221,076













 Interest expense 

114,569


128,763


112,869

 (c) 

128,763


 Other income, net 

(1,397)


(755)


(1,397)


(755)














 Income (loss) from continuing operations before income taxes 










155,842


(38,524)


196,896


93,068













 Income tax expense (benefit) 

59,336


(8,886)


73,935

 (f) 

35,976

 (f) 












 Income (loss) from continuing operations 

96,506


(29,638)


122,961


57,092


 Loss on sale of discontinued operations, net of tax 

(2,458)


-


-

 (g) 

-














 Net income (loss) 

94,048


(29,638)


122,961


57,092




 Net loss attributable to non-controlling interest 

-


4,388


-


-

 (d) 


 Net income (loss) attributable to Dean Foods Company     

$      94,048


$    (25,250)


$    122,961


$      57,092













 Average common shares: 










 Basic 

184,331


183,090


184,331


183,090



 Diluted 

185,250


183,090


185,250


183,875

 (h) 












Basic earnings (loss) per common share:










Income (loss) from continuing operations attributable to











 Dean Foods Company 

$          0.52


$        (0.14)


$          0.67


$          0.31



Loss from discontinued operations attributable to











 Dean Foods Company 

(0.01)


-


-


-


Net income (loss) attributable to Dean Foods Company

$          0.51


$        (0.14)


$          0.67


$          0.31













Diluted earnings (loss) per common share:










Income (loss) from continuing operations attributable to











 Dean Foods Company 

$          0.52


$        (0.14)


$          0.66


$          0.31



Loss from discontinued operations attributable to











 Dean Foods Company 

(0.01)


-


-


-


Net income (loss) attributable to Dean Foods Company

$          0.51


$        (0.14)


$          0.66


$          0.31













* See notes to Earnings Release Tables