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8-K - 8-K - Diamond Foods Incdmnd-2015131x8xk.htm
Exhibit 99.1

Diamond Foods Reports Second Quarter Fiscal 2015 Financial Results
Updates Fiscal Year 2015 Outlook
SAN FRANCISCO, March 5, 2015 (GLOBE NEWSWIRE) - Diamond Foods, Inc. (NASDAQ: DMND) ("Diamond" or the "Company") today reported financial results for its fiscal 2015 second quarter and six months ended January 31, 2015.
Second Quarter Fiscal 2015 Highlights
Net sales were $229.7 million, up 4.1%
Snacks segment net sales were $120.4 million, up 3.2%
Nuts segment net sales were $109.2 million, up 5.2%
Gross margin was 26.6%, compared to 25.4%
GAAP net income was $11.2 million and GAAP diluted earnings per share ("EPS") was $0.35
Non-GAAP net income was $11.2 million and non-GAAP diluted EPS was $0.35, up 191.7%
Adjusted EBITDA was $33.8 million, up 18.4%

 Year-to-Date Fiscal 2015 Highlights
Net sales were $476.3 million, up 4.6%
Snacks segment net sales were $237.0 million, up 3.3%
Nuts segment net sales were $239.3 million, up 5.9%
Gross margin was 25.3%, compared to 25.0%
GAAP net income was $18.9 million and GAAP diluted earnings per share ("EPS") was $0.59
Non-GAAP net income was $20.1 million and non-GAAP diluted EPS was $0.64, up 88.2%
Adjusted EBITDA was $64.5 million, up 11.9%

(All comparisons above are to the second quarter and first six months of fiscal 2014. Non-GAAP financial measures are reconciled in the tables below.)

"We are encouraged with our earnings performance in the second quarter. Strong sales and margin improvement in the US drove these results, but our overall sales were muted by continued challenges in the UK," said Brian J. Driscoll, President and CEO. “While the third quarter is seasonally our lowest for sales and earnings, and we face challenges including an intensely competitive promotional environment and the effects of a strong dollar, we believe that we are on track to achieve our updated annual adjusted EBITDA and EPS outlook.”

Second Quarter Fiscal 2015
Consolidated net sales during the quarter were $229.7 million, up 4.1%, compared to the same quarter of the prior year, mainly due to higher sales in the US for both the Snacks and Nuts segments, partially offset by lower sales in the UK, primarily due to increased promotional activity. Gross profit was $61.2 million, or 26.6% of net sales, for the second quarter of fiscal 2015, compared to $55.9 million, or 25.4% of net sales, for the same quarter in the prior year.
GAAP net income during the quarter was $11.2 million. GAAP diluted EPS was $0.35 in the second quarter of fiscal 2015 compared to a loss of $0.68 in the second quarter of fiscal 2014. Excluding certain items described below, non-GAAP net income for the second quarter of fiscal 2015 was $11.2 million and non-GAAP diluted EPS was $0.35, compared to $0.12 in the second quarter of fiscal 2014. Adjusted EBITDA was $33.8 million in the second quarter of fiscal 2015, compared to $28.6 million in the prior year. Due to a shift in the mix of pre-tax income between the US and the UK, the non-GAAP effective tax rate was 26.7% compared to 14.0% in the same quarter of the prior year. Please refer to the table at the end of this press release for a reconciliation of GAAP to non-GAAP information.         




Year-to-Date Fiscal 2015
Consolidated net sales for the first six months of fiscal 2015 increased 4.6% to $476.3 million compared to $455.2 million in the first half of last year. This increase was primarily due to higher sales in the US for both the Snacks and Nuts segments, partially offset by lower sales in the UK, primarily due to increased promotional activity. Gross profit as a percent of net sales was 25.3% compared to 25.0% in the first six months last fiscal year.
GAAP net income was $18.9 million, or income of $0.59 per share on a fully diluted basis. Excluding certain items described below, non-GAAP net income for the first six months of fiscal 2015 was $20.1 million and non-GAAP fully diluted earnings per share was $0.64. Adjusted EBITDA was $64.5 million, compared to $57.7 million last year. Please refer to the table at the end of this press release for a reconciliation of GAAP to non-GAAP information.
As of January 31, 2015, net debt outstanding was $590.3 million and the net availability under the ABL Revolver was $119.8 million.
Segment Review
Snacks Segment: Net sales during the quarter were $120.4 million, up 3.2% compared to the prior year period. Gross profit was $41.8 million, or 34.7% of net sales, for the second quarter of fiscal 2015, compared to $42.5 million, or 36.4% of net sales, for the same quarter in the prior year. Gross profit as a percent of net sales decreased primarily due to increased promotional spending in the US and UK.
Net sales during the first six months of fiscal 2015 were $237.0 million, up 3.3% compared to the first half of last year. Gross profit during the first six months of fiscal 2015 was $84.7 million, 35.7% of net sales, compared to $82.0 million, or 35.7% of net sales, in the prior year period.
Nuts Segment: Net sales during the quarter were $109.2 million, up 5.2% compared to the prior year period. Gross profit was $19.4 million, or 17.8% of net sales, in the second quarter of fiscal 2015, compared to $13.4 million, or 12.9% of net sales, for the same quarter in the prior year. Gross profit as a percent of net sales increased primarily due to improved net price realization and lower walnut costs, partially offset by higher other tree nut costs.
Net sales during the first six months of fiscal 2015 were $239.3 million, up 5.9% compared to the first half of last year. Gross profit during the first six months of fiscal 2015 was $35.8 million, or 15.0% of net sales, compared to $31.9 million, or 14.1% of net sales, in the prior year periods.
Outlook
The Company is updating its fiscal 2015 outlook. The Company now expects to achieve adjusted EBITDA of $117 million to $123 million, compared to its previous range of $115 million to $123 million. The Company now expects non-GAAP diluted EPS of $0.95 to $1.10, compared to its previous range of $0.90 to $1.10. The Company's outlook includes the following expectations: input cost inflation of 3% to 4%, productivity improvements of 2% to 3%, a US/UK exchange rate of $1.50 per £1.00 for the remainder of the fiscal year, a non-GAAP effective tax rate of between 28% to 30%, stock-based compensation of $9.7 million and 31.9 million fully diluted shares outstanding.
Fiscal 2015 adjusted EBITDA, a non-GAAP financial measure, excludes items such as interest expense, income taxes, depreciation, amortization, stock based compensation as well as certain legal expenses and litigation settlements, acquisition-related costs, asset impairments and certain other actual and projected costs.





Conference Call
The Company will host a conference call with members of the executive management team to discuss these results with additional comments and details. The conference call is scheduled to begin today at 4:30 p.m. ET. To participate on the live call listeners in North America may dial (888) 515-2880 and international listeners may dial (719) 457-2715.
In addition, the call will be broadcast live over the Internet hosted at the "Investor Relations" section of the Company's website at http://www.diamondfoods.com and will be archived online through March 19, 2015. A telephonic playback will be available from 7:30 p.m. ET, March 5, 2015, through March 19, 2015. North America listeners may dial (877) 870-5176 and international listeners may dial (858) 384-5517; the passcode is 8572313.
About Diamond Foods
Diamond Foods is an innovative packaged food company focused on building and energizing brands including Kettle Brand® chips, Emerald® snack nuts, Pop Secret® popcorn, and Diamond of California® nuts. Diamond's products are distributed in a wide range of stores where snacks and culinary nuts are sold. For more information, visit the Company's corporate web site: http://www.diamondfoods.com.
Note Regarding Forward Looking Statements
This press release and the accompanying conference call include forward-looking statements that are based on our current expectations and assumptions only as of the date of this press release.  These forward looking statements, including statements under the caption “Outlook” or “Guidance,” are subject to certain risks and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking statements.  In particular, our predictions about our business and our guidance for adjusted EBITDA and non-GAAP diluted earnings per share (including related expectations regarding segment performance, cost inflation, productivity improvements, exchange rates, our effective tax rate, stock-based compensation and fully diluted shares outstanding) could be affected by a variety of factors including: commodity headwinds; crop harvest; progress against the Company’s turnaround plan; unexpected delays or increased costs in implementing our business strategies; risks relating to our leverage, including the cost of our debt and its effect on our ability to respond to changes in our business, markets and industry; the dilutive impact of equity issuances; risks relating to litigation and regulatory proceedings; uncertainties relating to our relations with growers; availability and cost of walnuts and other raw materials; increasing competition and possible loss of key customers; risk associated with our operations outside the U.S., including foreign currency fluctuations; general economic and capital markets conditions; competitive dynamics in the consumer foods industry and the markets for our products, including new product introductions, advertising activities, pricing actions, and promotional activities of our competitors; economic conditions including, changes in inflation rates, interest rates, tax rates, or the availability of capital; consumer acceptance of new products and product improvements; customer and consumer reaction to pricing actions and changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in the legal and regulatory environment, including labeling and advertising regulations and litigation; impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets, or changes in the useful lives of other intangible assets; changes in the accounting standards and the impact of significant accounting estimates; product quality and safety issues, including recalls and product liability; changes in consumer preferences and demand for our products; effectiveness of advertising, marketing and promotional programs; changes in consumer behavior, trends and preferences; consolidation in the retail environment, changes in purchasing and inventory levels of significant customers; disruption or inefficiencies in the supply chain; benefit plan expenses; upgrading our information technology infrastructure, including implementation of a new Enterprise Resource Planning software planning software platform; failure or breach of our information technology systems, including those managed by third parties; and political and economic conditions in other countries. Risks and uncertainties are discussed in greater detail in the “Risk Factors” sections of the periodic reports that we file with the SEC. Many of our forward-looking statements include discussions of trends and anticipated developments under the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the periodic reports that we file with the SEC. We use the words "anticipate," "believe," "estimate," "expect," "intend," "plan," "seek," "may" and other similar expressions to identify forward-looking statements that discuss our future expectations, contain projections of our results of operations or financial condition or state other "forward-looking" information. You also should carefully consider other cautionary statements elsewhere in this press release and in other documents we file from time to time




with the SEC.  We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.
Financial Summary
Summarized Statement of Operations:
 
 
Three Months Ended 
 January 31,
 
Six Months Ended 
 January 31,
 
2015
 
2014
 
2015
 
2014
Net sales
$
229,667

 
$
220,577

 
$
476,288

 
$
455,245

Cost of sales
168,509

 
164,649

 
355,740

 
341,384

Gross profit
61,158

 
55,928

 
120,548

 
113,861

Operating expenses:

 
 
 
 
 
 
Selling, general and administrative
29,171

 
33,822

 
57,753

 
90,378

Advertising
9,708

 
13,129

 
21,524

 
23,787

Acquisition related expenses
633

 

 
633

 

Loss on warrant liability

 
6,962

 

 
23,938

Total operating expenses
39,512

 
53,913

 
79,910

 
138,103

Income (loss) from operations
21,646

 
2,015

 
40,638

 
(24,242
)
Interest expense, net
10,273

 
16,104

 
20,509

 
30,952

Income (loss) before income taxes
11,373

 
(14,089
)
 
20,129

 
(55,194
)
Income taxes
196

 
971

 
1,258

 
2,019

Net income (loss)
$
11,177

 
$
(15,060
)
 
$
18,871

 
$
(57,213
)
Income (loss) per share:

 
 
 
 
 
 
Basic
$
0.36

 
$
(0.68
)
 
$
0.60

 
$
(2.60
)
Diluted
$
0.35

 
$
(0.68
)
 
$
0.59

 
$
(2.60
)
Shares used to compute income (loss) per share:

 
 
 
 
 
 
Basic
31,127

 
22,052

 
31,075

 
22,019

Diluted
31,545

 
22,052

 
31,483

 
22,019



Segment Information:
 
 
 
Three Months Ended 
 January 31,
 
% Change
from
 
Six Months Ended 
 January 31,
 
% Change
from
 
 
2015
 
2014
 
2014 to 2015
 
2015
 
2014
 
2014 to 2015
Net sales
 
 
 
 
 
 
 
 
 
 
 
 
Snacks
 
$
120,437

 
$
116,756

 
3.2%
 
$
237,027

 
$
229,346

 
3.3%
Nuts
 
109,230

 
103,821

 
5.2%
 
239,261

 
225,899

 
5.9%
Total
 
$
229,667

 
$
220,577

 
4.1%
 
$
476,288

 
$
455,245

 
4.6%
Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
Snacks
 
$
41,767

 
$
42,538

 
(1.8)%
 
$
84,723

 
$
81,961

 
3.4%
Nuts
 
19,391

 
13,390

 
44.8%
 
35,825

 
31,900

 
12.3%
Total
 
$
61,158

 
$
55,928

 
9.4%
 
$
120,548

 
$
113,861

 
5.9%




Summarized Balance Sheet Data: 

 
 
January 31,
 
 
2015
 
2014
ASSETS
 
 
 
 
Total current assets
 
$
352,800

 
$
280,055

Property, plant and equipment, net
 
131,747

 
130,112

Goodwill
 
400,089

 
408,089

Other intangible assets, net
 
375,181

 
393,099

Other long-term assets
 
12,175

 
17,402

Total assets
 
$
1,271,992

 
$
1,228,757

LIABILITIES AND STOCKHOLDER'S EQUITY
 
 
 
 
Total current liabilities
 
$
220,815

 
$
418,885

Long-term obligations
 
635,252

 
549,390

Deferred income taxes
 
111,979

 
107,317

Other liabilities
 
20,435

 
21,862

Total stockholders' equity
 
283,511

 
131,303

Total liabilities and stockholders' equity
 
$
1,271,992

 
$
1,228,757







Non-GAAP Financial Information
Reconciliation of Income (Loss) Before Income Taxes to Non-GAAP EPS:
 
 
Three Months Ended 
 January 31,
 
Six Months Ended 
 January 31,
 
2015
 
2014
 
2015
 
2014
GAAP income (loss) before income taxes
$
11,373

 
$
(14,089
)
 
$
20,129

 
$
(55,194
)
Loss on warrant liability

 
6,962

 

 
23,938

Loss on Securities settlement liability

 
8,678

 

 
32,174

Amortization of deferred financing costs and discounts
1,490

 
1,829

 
2,942

 
3,553

SEC settlement

 

 

 
5,000

Shareholder derivative suit gain

 

 

 
(1,600
)
Certain legal expenses
1,434

 
641

 
3,265

 
2,327

Litigation settlement reserve and related legal expenses
10

 

 
171

 

Plant closure and related costs
158

 

 
540

 

Certain expenses associated with the Emerald brand packaging transition
110

 

 
110

 

Acquisition related expenses
633

 

 
633

 

Asset impairment

 

 
244

 

Other SG&A adjustments(1)

 
310

 
(141
)
 
310

Non-GAAP income before income taxes
15,208

 
4,331

 
27,893

 
10,508

GAAP income taxes
196

 
971

 
1,258

 
2,019

Adjustments to GAAP income taxes
3,860

 
(364
)
 
6,580

 
(1,335
)
Non-GAAP income taxes(2)
4,056

 
607

 
7,838

 
684

Non-GAAP net income
$
11,152

 
$
3,724

 
$
20,055

 
$
9,824

Non-GAAP EPS-diluted
 
 
 
 

 

EPS-diluted
$
0.35

 
$
0.12

 
$
0.64

 
$
0.34

Shares used in computing Non-GAAP(3)
31,545

 
29,922

 
31,483

 
29,209

 

(1) 
Represents U.K. compensation alignment benefit and foreign distributor exit benefit for fiscal 2015. Represents historical debt maintenance consulting expenses for fiscal 2014.
(2) 
The GAAP tax rate for the three and six months ended January 31, 2015, was 1.72% and 6.2% respectively and the Non-GAAP tax rates were 26.7% and 28.1%, respectively. The difference between the GAAP and Non-GAAP rates is caused by certain items not included in the Non-GAAP tax calculation.
(3) 
The shares used in computing Non-GAAP EPS for the second quarter fiscal 2014 include the 4,450,000 shares that were issued February 21, 2014 to settle the securities class action lawsuit. For purposes of Non-GAAP EPS, it was assumed that the shares were outstanding beginning August 21, 2013. The calculation also includes 2,654,974 shares related to Oaktree Capital Management, L.P.’s exercise of their warrant on February 19, 2014. The shares used in computing Non-GAAP EPS for year to date fiscal 2014 include the weighted average of the 4,450,000 shares that were issued February 21, 2014 to settle the securities class action lawsuit. For purposes of Non-GAAP EPS, it was assumed that the shares were outstanding beginning August 21, 2013 to obtain a weighted average share amount of 3,990,489 utilized in this calculation. The calculation also includes 2,531,474 shares related to Oaktree Capital Management, L.P.’s exercise of their warrant on February 19, 2014. The share amount related to the Oaktree Capital Management warrant exercise was calculated utilizing the treasury stock method. The actual shares issued to Oaktree were 4,420,859.




Reconciliation of Net Income (Loss) to Adjusted EBITDA:

Three Months Ended 
 January 31,
 
Six Months Ended 
 January 31,
 
2015

2014
 
2015
 
2014
Net income (loss)
$
11,177


$
(15,060
)
 
$
18,871

 
$
(57,213
)
Income taxes
196


971

 
1,258

 
2,019

Income (loss) before income taxes
11,373


(14,089
)
 
20,129

 
(55,194
)
Interest expense, net
10,273


16,104

 
20,509

 
30,952

Income (loss) from operations
21,646


2,015

 
40,638

 
(24,242
)
Loss on warrant liability


6,962

 

 
23,938

Loss on Securities settlement liability


8,678

 

 
32,174

SEC settlement



 

 
5,000

Shareholder derivative suit gain



 

 
(1,600
)
Certain legal expenses
1,434


641

 
3,265

 
2,327

Litigation settlement reserve and related legal expenses
10



 
171

 

Plant closure and related costs
158



 
540

 

Certain expenses associated with the Emerald brand packaging transition
110

 

 
110

 

Acquisition related expenses
633

 

 
633

 

Asset impairment



 
244

 

Other SG&A adjustments(1)


310

 
(141
)
 
310

Stock-based compensation expense
2,628


1,987

 
4,609

 
3,464

Depreciation and amortization
7,175


7,958

 
14,452

 
16,293

Adjusted EBITDA
$
33,794


$
28,551

 
$
64,521


$
57,664


(1) 
Represents U.K. compensation alignment benefit and foreign distributor exit benefit for fiscal 2015. Represents historical debt maintenance consulting expenses for fiscal 2014.





Reconciliation of GAAP Selling, general and administrative ("SG&A") expenses to Adjusted Selling, general and administrative expenses:

 
 
Three Months Ended 
 January 31,
 
Six Months Ended 
 January 31,
 
 
2015
 
2014
 
2015
 
2014
SG&A
 
$
29,171

 
$
33,822

 
$
57,753

 
$
90,378

Less:
 
 
 
 
 
 
 
 
Loss on Securities settlement liability
 

 
8,678

 

 
32,174

SEC settlement
 

 

 

 
5,000

Shareholder derivative suit gain
 

 

 

 
(1,600
)
Certain legal expenses
 
1,434

 
641

 
3,265

 
2,327

Litigation settlement reserve and related legal expenses
 
10

 

 
171

 

Plant closure and related costs
 
158

 

 
540

 

Asset impairment
 

 

 
244

 

Other SG&A adjustments(1)
 

 
310

 
(141
)
 
310

Adjusted SG&A
 
$
27,569

 
$
24,193

 
$
53,674

 
$
52,167


(1) 
Represents U.K. compensation alignment benefit and foreign distributor exit benefit for fiscal 2015. Represents historical debt maintenance consulting expenses for fiscal 2014.
About Diamond's Non-GAAP Financial Measures

This release and the accompanying conference call contain 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 principles, 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 the most directly comparable GAAP financial measures, and its GAAP financial statements generally to evaluate its business.
 
Diamond believes that its non-GAAP financial measures provide meaningful information to investors because they allow investors to view the business through the eyes of management. Diamond believes that its non-GAAP financial measures provide meaningful supplemental information regarding Diamond’s operating results because they exclude amounts that Diamond excludes when monitoring operating results and assessing the performance of Diamond’s business. Diamond believes that its non-GAAP financial measures also facilitate comparison of its results for current periods with historical periods, and with its business outlook for future periods.
 
Non-GAAP net income, non-GAAP diluted earnings per share, and adjusted EBITDA are used by management as core measures of Diamond’s operating performance. For Diamond, non-GAAP net income and non-GAAP diluted earnings per share reflect adjustments to eliminate the effect of loss on warrant liability; loss on securities settlement liability; adjustments to eliminate the effect of amortization of deferred financing costs and discounts; SEC settlement; shareholder derivative suit gain; legal expenses primarily related to audit committee investigation and restatement and related matters; litigation settlement reserve and related legal expenses; Fishers plant closure and related costs; certain expenses associated with the Emerald brand packaging transition relating to the conversion from canisters to small bags; acquisition-related expenses associated with the Yellow Chips Holding B.V. acquisition; asset impairment; and UK compensation alignment benefit, foreign distributor exit benefit and debt maintenance consulting expenses included in SG&A. Adjusted EBITDA reflects net income plus interest expense, income taxes, depreciation, amortization, and stock-based compensation, and also reflects the aforementioned adjustments (other than amortization of deferred financing costs and discounts, which is included in interest expense). Adjusted SG&A reflects adjustments to Selling, general and administrative costs to eliminate the impact of the aforementioned adjustments to income (other than loss on warrant liability, amortization of deferred financing costs and discounts, certain




expenses associated with the Emerald brand packaging transition relating to the conversion from canisters to small bags; acquisition-related expenses associated with the Yellow Chips Holding B.V. acquisition; which are not in SG&A). We believe that non-GAAP net income, non-GAAP diluted EPS, adjusted EBITDA and adjusted SG&A are useful indicators of Diamond’s ongoing operating performance. As a result, Diamond management reports feature these non-GAAP financial measures in conjunction with traditional GAAP measures, as part of our overall assessment of company performance.
 
Diamond's management uses these non-GAAP financial measures in internal reports used to monitor and make decisions about its business, such as monthly financial reports prepared for management and quarterly reports to Diamond’s Board of Directors. The principal limitation of the non-GAAP measures is that they exclude significant expenses that are required under GAAP to be recorded. They also reflect the exercise of management's judgments about which charges are excluded from the non-GAAP financial measures. Consequently, these non-GAAP measures should not be considered in isolation or as alternatives to GAAP measures. Diamond urges investors to review the reconciliations of these non-GAAP financial measures to the comparable GAAP financial measures included in this press release, and recommends that investors do not give undue weight to the non-GAAP financial measures or rely on any single financial measure to evaluate our business.


Contact
 
 
 
 
Investors:
  
Media:
 
 
ICR
  
ICR
Katie Turner
  
Anton Nicholas/Jessica Liddell
415-230-7952
  
415-445-7431