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8-K - FORM 8-K - Diamond Foods Incf55059e8vk.htm
EX-99.1 - EX-99.1 - Diamond Foods Incf55059exv99w1.htm
Exhibit 99.2
(DIAMOND FOODS)
Diamond Foods reports 22% increase in sales and 43% increase in second quarter earnings
  §   EPS grew 41% to $0.52;
  §   Raised Fiscal 2010 full-year sales and EPS guidance.
SAN FRANCISCO, CA., February 25, 2010 – Diamond Foods, Inc. (NASDAQ: DMND) today reported record financial results for its second quarter of fiscal 2010, as well as increased financial guidance for fiscal year 2010.
For the three months ended January 31, 2010, diluted earnings per share (EPS) grew 41 percent to $0.52 compared to $0.37 for the prior year’s comparable period. For the six months ended January 31, 2010, EPS grew 38 percent to $1.39 compared to $1.01 for the prior year’s comparable period. Included in this year’s second quarter EPS were $0.04 in discrete tax credits, net of related expenses, associated with the filing of prior period R&D and other tax credits. Without these items, this year’s quarterly non-GAAP EPS of $0.48 grew 30 percent over the prior year’s EPS of $0.37. This year’s fiscal year-to-date non-GAAP EPS of $1.35 grew 30 percent over the prior year’s non-GAAP EPS of $1.04 (which excludes $0.03 in net non-recurring charges related to the early retirement of debt coinciding with the Pop Secret acquisition, partially offset by the sale of emission reduction credits).
“Profitability benefited from greater Emerald sales, an improved mix of Diamond culinary and in-shell sales, and a later walnut crop this year than last, which shifted sales of non-retail products from the first fiscal quarter to the second,” said Michael J. Mendes, Chairman, President and CEO. “Given the greater visibility we now have into the balance of our fiscal year, we are raising EPS guidance on the expectation of higher snack and total sales.”
Corporate Highlights
§   For the 52 weeks ended January 23, 2010, Emerald’s food store sales grew 53 percent. Emerald’s national market share grew 260 basis points to 8.3 percent, despite having only four SKUs with more than 60 percent ACV grocery distribution.
§   Emerald sales benefited from expanded distribution of high velocity items in grocery, as well as greater penetration in the mass merchandise and drug channels.
§   Four new 30-second and 15-second Pop Secret television commercials were launched during the quarter, with two new spots scheduled for launch in the third fiscal quarter. All six highlight in-home movie-watching occasions with classic films from the Warner Brothers Studios library. The spots have been very positively received by customers and consumers.

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§   Heavy in-store promotional activity took place in a joint Emerald–Pop Secret ad unveiled during February 7’s Super Bowl XLIV. The ad, which aired during the closely contested fourth quarter, was viewed by an estimated 107 million people, the largest television audience in history.
§   Adjusted EBITDA grew 10 percent to $17.2 million, which combined with tight control over working capital, enabled the Company to reduce total debt during the quarter to $97.5 million. The resultant pro forma leverage ratio (debt divided by EBITDA as defined in the Company’s credit agreement) will reduce the credit spread paid to lenders by 25 basis points on borrowings taking place during the third quarter of fiscal year 2010.
§   A quarterly dividend of $0.045 per share was paid on February 2, 2010, to shareholders of record as of January 26, 2010.
Financial Results
Net sales during the quarter were $184.2 million, 22 percent above the prior year as a result of strong snack demand and the timing effect that a later walnut crop had on in-shell, ingredient and international sales, partially offset by greater value being passed on to customers through promotional programming, continued rationalization of non-strategic SKUs, and a mix shift towards lower priced Emerald items such as peanuts. Fiscal year-to-date net sales were $364.8 million, up 5 percent and consistent with the full-year growth rate implied in the company’s guidance.
For the current quarter, gross profit as a percentage of net sales was 22.0 percent, a 60 basis point decline from the prior year quarter’s 22.6 percent, primarily as a result of a greater mix of lower margin non-retail sales associated with the later walnut harvest. For the first half of the fiscal year, gross profit as a percentage of net sales was 23.6 percent, 190 basis points above the prior year comparable period’s 21.7 percent. In this case, the greater mix of lower margin non-retail sales was not enough to offset the beneficial effect of greater scale in snacks, manufacturing efficiency initiatives and the elimination of low margin SKUs.
Selling, general and administrative expense (SG&A) was $15.3 million during the quarter, and SG&A as a percentage of net sales was 8.3 percent compared to 10.6 percent during the prior year quarter. This year’s quarter included $0.5 million in fees associated with the filing of prior period R&D and other tax credits. Fiscal year-to-date SG&A was $28.8 million, or 7.9% of net sales, compared to 9.2% in the prior year’s period. In both cases, the decrease as a percentage of net sales was primarily driven by one-time costs during the prior year associated with the Pop Secret acquisition.
Advertising expense nearly doubled to $12.2 million during the quarter compared to $6.2 million during the prior year quarter. Fiscal year-to-date advertising expense was $18.4 million, 53 percent above the prior year’s level of $12.1 million. In both cases, the increases reflected additional consumer support of our snack brands this year, including a Super Bowl commercial and more investment behind the Pop Secret brand.
The effective tax rate for the quarter was 27.6%, reflecting a prior period discrete tax benefit of $1.0 million from R&D and other tax credits.
As of January 31, 2010, total debt was $97.5 million, which was $13.8 million lower than fiscal 2010’s first quarter.

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Fiscal 2010 Outlook
Financial guidance for fiscal year 2010 ending July 31, 2010, was updated as follows:
  §   Total net sales of $595 million to $610 million compared to $585 million to $605 million previously;
  §   Snack net sales of $230 million to $240 million compared to $220 million to $230 million previously;
  §   EPS of $1.79 to $1.83, compared to previous guidance of $1.75 to $1.83.
  §   These guidance revisions exclude the impact of the pending Kettle Foods acquisition and associated transaction costs.
Conference Call
Diamond will host an investor conference call and web cast tomorrow, February 26, 2010, at 8:30 a.m. Eastern Time to discuss these results. To participate in the call via telephone, dial 800-281-7970 from the U.S./Canada or 913-312-1411 elsewhere and enter a confirmation code of 864-5198. In order to listen to the call over the internet, visit the Company’s website at www.diamondfoods.com and select “Investor Relations.”
Please note the February 26 conference call replaces one previously scheduled for Tuesday, March 2, 2010.
Archived audio replays of the call will be available on the Company’s website or via telephone. The latter will begin at 8:30 a.m. Pacific Time on February 26, 2010, and remain available through 8:30 a.m. Pacific Time on March 5, 2010. It can be accessed by dialing 888-203-1112 from the U.S./Canada or 719-457-0820 elsewhere. Both phone numbers require the conference code listed above.
To receive email notification of future press releases from Diamond Foods, please visit http://investor.diamondfoods.com and select “email alerts.”

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Financial Summary
Net Sales by Product Line:
                                                   
    Three months ended     Six months ended
            January 31,     % Prior               January 31,   % Prior
(in thousands)   2010   2009   Year     2010   2009   Year
       
Culinary
  $ 63,518     $ 72,807       -13 %     $ 128,242     $ 162,007       -21 %
Snack
    57,880       49,296       17 %       117,713       85,691       37 %
In-shell
    10,850       8,699       25 %       30,449       33,585       -9 %
           
Total retail
    132,248       130,802       1 %       276,404       281,283       -2 %
           
Ingredient/Food Service
    14,879       6,246       138 %       27,642       19,206       44 %
International
    36,039       12,854       180 %       59,158       44,197       34 %
Other
    1,003       686       46 %       1,606       1,428       12 %
           
Total non-retail
    51,921       19,786       162 %       88,406       64,831       36 %
           
Total
  $ 184,169     $ 150,588       22 %     $ 364,810     $ 346,114       5 %
           
Summarized Statement of Operations:
                                           
    Three months ended     Six months ended        
    January 31,     January 31        
(in thousands, except per share amounts)   2010   2009     2010   2009        
               
Net sales
  $ 184,169     $ 150,588       $ 364,810     $ 346,114          
Cost of sales
    143,591       116,622         278,741       271,079          
           
Gross profit
    40,578       33,966         86,069       75,035          
Operating expenses:
                                         
Selling, general and administrative
    15,338       15,914         28,835       31,686          
Advertising
    12,150       6,210         18,442       12,060          
           
Total operating expenses
    27,488       22,124         47,277       43,746          
           
Income from operations
    13,090       11,842         38,792       31,289          
Interest expense, net
    916       2,157         2,164       3,606          
Other expense, net
                        898          
           
Income before income taxes
    12,174       9,685         36,628       26,785          
Income taxes
    3,360       3,541         12,884       9,945          
           
Net income
  $ 8,814     $ 6,144       $ 23,744     $ 16,840          
           
Earnings per share:
                                         
Basic
  $ 0.53     $ 0.38       $ 1.43     $ 1.03          
Diluted
  $ 0.52     $ 0.37       $ 1.39     $ 1.01          
Shares used to compute earnings per share:
                                         
Basic
    16,280       15,950         16,280       15,966          
Diluted
    16,764       16,260         16,735       16,327          
Summarized Balance Sheet Data:
                   
    January 31,
(in thousands)   2010     2009
       
Cash & equivalents
  $ 11,962       $ 2,194  
Trade Receivables, net
    54,652         47,981  
Inventories
    149,053         158,846  
Current assets
    233,055         219,587  
PP&E, net
    50,916         50,146  
Other intangible assets, net
    96,951         100,101  
Goodwill
    75,243         77,916  
Current liabilities, excluding debt
    156,147         149,473  
Total debt
    97,522         135,155  

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Non-GAAP Financial Information
Diamond has provided the following non-GAAP financial information for the three and six months ended January 31, 2010 and 2009.
Reconciliation of income before income taxes to non-GAAP EPS:
                                   
    Three months ended     Six months ended
    January 31     January 31,
(in thousands, except per share amounts)   2010   2009     2010   2009
       
GAAP income before income taxes
  $ 12,174     $ 9,685       $ 36,628     $ 26,785  
Adjustments to remove loss on extinguishment of debt, fees for tax projects and other credits
    475               475       898  
           
Non-GAAP income before income taxes
    12,649       9,685         37,103       27,683  
           
GAAP income taxes
    3,360       3,541         12,884       9,945  
Adjustment for tax effect of Non-GAAP adjustments
    1,131               1,131       366  
           
Non-GAAP income taxes
    4,491       3,541         14,015       10,311  
Non-GAAP net income
    8,158       6,144       $ 23,088     $ 17,372  
           
Non-GAAP EPS-diluted
  $ 0.48     $ 0.37       $ 1.35     $ 1.04  
Shares used in computing Non-GAAP EPS-diluted
    16,764       16,260         16,735       16,327  
Reconciliation of net income to Adjusted EBITDA:
                   
    Six months ended
    January 31,
(in thousands)   2010     2009
       
Net income
  $ 23,744       $ 16,840  
Income taxes
    12,884         9,945  
           
Income before income taxes
    36,628         26,785  
Other expense, net
            898  
Interest expense, net
    2,164         3,606  
           
Income from operations
    38,792         31,289  
Stock-based compensation expense
    1,401         2,167  
Selling, general and administrative
    475          
Depreciation and amortization
    5,432         4,834  
           
Adjusted EBITDA
  $ 46,100       $ 38,290  
           

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About Diamond’s non-GAAP Financial Measures
This release contains non-GAAP financial measures of Diamond’s performance (“non-GAAP measures”) for different periods. Non-GAAP financial measures should not be considered as a substitute for financial measures prepared in accordance with GAAP. Diamond’s non-GAAP financial measures do not reflect a comprehensive system of accounting, and differ both from GAAP financial measures and from non-GAAP financial measures used by other companies. Diamond urges investors to review its reconciliation of non-GAAP financial measures to GAAP financial measures, and its financial statements to evaluate its business.
Diamond believes that its non-GAAP financial measures provide meaningful information regarding operating results because they do not include amounts that Diamond excludes when monitoring operating results and assessing performance of the business. Diamond believes that its non-GAAP financial measures also facilitate comparison of results for current periods and business outlook for future periods. Diamond’s non-GAAP financial measures include adjustments for the following items:
§   In the first quarter of fiscal 2009, an early termination fee of $2.6 million was incurred in connection with the prepayment of Senior Notes replaced by a new Credit Facility primarily used to finance the acquisition of Pop Secret. Diamond excluded this charge because it is not indicative of ongoing operations.
§   In the first quarter of fiscal 2009, a $1.7 million gain on the sale of emission reduction credits that were primarily earned as a result of the closure of the Company’s cogeneration power facility in 2005. Diamond excluded this gain since it is not reflective of the operating results on an ongoing basis.
§   In the second quarter of fiscal 2010, $0.5 million in fees were incurred primarily to achieve $1 million in various prior period R&D and other tax credits, including costs to file amended tax returns.
§   Adjusted EBITDA is used by management as a measure of operating performance. Adjusted EBITDA is defined as net income before interest expense, income taxes, equity compensation, depreciation, amortization, and other non-operating expenses, including the aforementioned debt early termination fee and sale of emission credits. We believe that Adjusted EBITDA is useful as an indicator of ongoing operating performance. As a result, some management reports feature Adjusted EBITDA, in conjunction with traditional GAAP measures, as part of our overall assessment of company performance.
Diamond’s management uses non-GAAP measures in internal reports used to monitor and make decisions about its business, such as monthly financial reports prepared for management. The principal limitation of the non-GAAP measures is that they exclude significant expenses and gains required under GAAP. They also reflect the exercise of management’s judgments about which adjustments are appropriately made. To mitigate this limitation, Diamond presents the non-GAAP measures in connection with GAAP results, and recommends that investors do not give undue weight to them. Diamond believes that non-GAAP measures provide useful information to investors by allowing them to view the business through the eyes of management, facilitating comparison of results across historical and future periods, and providing a focus on the underlying operating performance of the business.

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Note regarding forward-looking statements
This release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995, including projections of Diamond’s results. Forward-looking statements necessarily depend on assumptions, data or methods that may be incorrect or imprecise and are subject to risks and uncertainties. Actual results could differ materially from projections made in this release. Some factors that could cause actual results to differ from our expectations include risks of integrating acquired businesses and entering markets in which we have limited experience, availability and pricing of raw materials, loss of key customers and an increase in competition. A more extensive list of factors that could materially affect our results can be found in Diamond’s periodic filings with the Securities and Exchange Commission. They are available publicly and on request from Diamond’s Investor Relations Department.
About Diamond
Diamond Foods is a high-growth innovative packaged food company focused on building, acquiring and energizing brands including Diamond of California® culinary nuts, Emerald® snack nuts, and Pop Secret® microwave popcorn. The Company’s products are distributed in a wide range of stores where culinary nuts and snacks are sold.
# # #
Contacts
     
Investors:
  Media:
Bob Philipps
  Michael Altfest
Treasurer, VP Investor Relations
  Account Supervisor
(415) 445-7426
  Edelman
bphilipps@diamondfoods.com
  Michael.altfest@edelman.com 415-486-3244
Corporate Web Site: www.Diamondfoods.com

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