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Press release from GlobeNewswire (a Nasdaq OMX company)

Diamond Foods Reports Financial Results for First Three Quarters of Fiscal 2012

Wednesday, November 14, 2012

Diamond Foods Reports Financial Results for First Three Quarters of Fiscal 201213:01 EST Wednesday, November 14, 2012SAN FRANCISCO, Nov. 14, 2012 (GLOBE NEWSWIRE) -- Diamond Foods, Inc. (Nasdaq:DMND) ("Diamond") today reported financial results for the first three quarters of its fiscal 2012 and filed with the Securities and Exchange Commission ("SEC") its restated consolidated financial statements for the fiscal years 2010 and 2011, and interim periods ended January 31, 2010, April 30, 2010, July 31, 2010, October 31, 2010, January 31, 2011, April 30, 2011 and July 31, 2011. The restatement resulted in reductions in income before taxes of $39.5 million in fiscal 2011 and $17.0 million in fiscal 2010 from amounts previously reported. "Today Diamond made an important first step in becoming current with our financial reporting and we look forward to completing our other required filings," said Diamond's Chief Executive Officer Brian Driscoll, who joined the company on May 8, 2012. "Clearly, the results for the first three quarters of 2012 demonstrate that Diamond faced challenges. However, we have a strong brand portfolio to build upon and have launched a new strategic direction with a focus on investing in innovation and brand building, significantly improving our cost structure and rebuilding our walnut supply."Q1 – Q3 Fiscal Year 2012 Financial Review For the three quarters ended April 30, 2012, net sales were $757.4 million, up 3.5 percent over the prior year restated period. The increase was primarily due to an 11.0 percent increase in culinary/retail in-shell sales and a 10.0 percent increase in snack sales, offset by a 36.2 percent decrease in total non-retail sales. The decline in non-retail sales was primarily due to a significant drop in walnut crop deliveries to Diamond in the fall of 2011.   Gross profit as a percentage of net sales was 18.1 percent in the first three quarters of fiscal 2012, down from 22.9 percent in the prior year restated period. The greatest impact on gross margin was a substantial decline in walnut crop deliveries to Diamond and an increase in average walnut cost per pound of over 50 percent. Rising prices of other commodities and higher operating costs primarily due to excess plant capacity also contributed to the downward pressure on gross margin.   Selling, general and administrative expense (SG&A) was $97.0 million in the first three quarters of fiscal 2012, a 35.6 percent increase compared to $71.6 million in the prior year restated period. The increase in SG&A expense was primarily related to the audit committee investigation, restatement and related expenses. When adjusted for certain costs associated with the audit committee investigation, restatement, and related matters, SG&A was $76.0 million compared to $71.6 million in the prior year restated period. The increase was due primarily to an increase in selling related expenses.   Advertising expense was $31.6 million in the first three quarters of fiscal 2012 compared to $34.4 million in the prior year restated period, a decline of 8.2 percent. The decrease in advertising expenses was primarily due to the cancellation of programs during the third quarter of fiscal 2012 in an effort to reduce costs.   Acquisition and integration expenses were $40.6 million in the first three quarters of fiscal 2102 primarily related to the terminated Pringles acquisition, compared to $7.5 million in the prior year restated period primarily related to Kettle integration.   Interest expense was $19.9 million in the three quarters of fiscal 2012 compared to $18.1 million in the prior year restated period, an increase of 9.9% due primarily to the forbearance fee of 0.25% paid to our lenders.   Income tax expense was $1.7 million in the first three quarters of fiscal 2012, compared to $12.3 million in the prior year restated period. The tax benefits of the company's pre-tax loss of $51.7 million for the first three quarters of fiscal 2012 were offset by a $27.6 million charge to establish a valuation allowance against deferred tax assets. The valuation allowance charge was a result of recent net operating losses. Diamond also recognized a $5.6 million benefit in taxes in the first quarter of fiscal 2012 due to a favorable ruling with the U.K. tax authorities. Reversal of the valuation allowance in future periods is dependent on future taxable income and would result in income tax benefit in those periods.   The net loss for the first three quarters of fiscal 2012 was $53.4 million compared to net income of $23.7 million in the prior year restated period. The decrease was due primarily to the decline in gross profit, the significant increase in expenses related to the audit committee investigation, restatement, and Pringles integration planning, and the tax charge related to the valuation allowance against net deferred tax assets.   Non-GAAP income before income taxes for the first three quarters of fiscal 2012, which excludes acquisition and integration, audit committee investigation, restatement, legal and other related expenses, was $11.0 million compared to $43.6 million in the prior year restated period. The decrease was due primarily to the decline in gross profit. Please refer to the non-GAAP information table that follows.   GAAP EPS on a fully diluted basis for the first three quarters of fiscal 2012 was ($2.46) compared to $1.05 in the prior year restated period.   Non-GAAP EPS on a fully diluted basis for the first three quarters of fiscal 2012 was $0.53 compared to a restated non-GAAP EPS of $1.54 in the prior year restated period. Please refer to the non-GAAP information table that follows.   Capital expenditures were $40.6 million in the first three quarters of fiscal 2012, compared to $15.2 million in the prior year restated period. The increase was primarily due to the Kettle plant expansions in Beloit, Wisconsin and Norwich, England and for automation of Emerald's 'Breakfast on the Go' product line.   Adjusted EBITDA for the first three quarters of fiscal 2012 declined to $58.9 million from $89.6 million in the prior year primarily due to lower gross profit. Please refer to the reconciliation of net income to adjusted EBIDTA that follows.   As of July 31, 2012, cash and availability on Diamond's bank revolving line of credit was in excess of $70 million.Brand Performance In the most recent 12-week Nielsen tracking period ended October 27, 2012, retail sales results reflect Diamond's recent changes in brand strategy direction. For both Emerald and Kettle, Diamond has reduced trade spend to improve net price realization and leverage brand equity rather than use discounting as a means to drive sales. While Emerald snack nuts and Kettle Brand potato chips experienced retail sales declines and lost share as a result of planned reductions in promotional spending, non-promoted sales growth for both brands outpaced category growth resulting in share gains in a non-promoted environment. Emerald Breakfast on the go! and Pop Secret outgrew their respective categories and gained share. Diamond of California culinary sales declined primarily due to volume declines following price increases, which resulted in lost share in the category. Diamond's U.S. Nielsen retail scanner performance along with category data for the 12-week period ended October 27, 2012 (U.S. Expanded All Outlets Combined) compared to the similar prior year period was as follows:   Brand YoYChangeCategory YoY ChangeMarket Share ChangeEmerald snack nuts  -5.5% +8.2% -90 basis pointsEmerald Breakfast on the go! +28.7% -0.4 % +30 basis pointsPop Secret +11.7% +0.7% +220 basis pointsKettle U.S. -8.0% +5.5% -40  basis pointsDiamond of California -2.8% +10.1% - 340 basis points Source: Nielsen Expanded All Outlets Combined sales for 12-week period ended October 27, 2012. All comparisons in this table are to the same measured period in the prior year.      Business Outlook Full-year fiscal 2012 financial results have not yet been finalized, but the following are estimates for full year results: Net sales: $975 to $980 million Snack sales: $600 to $605 million Culinary sales: $290 to $295 million Gross margin: 18.0% to 18.5% Adjusted EBITDA: $78 to $81 million Note: Adjusted EBITDA above excludes Pringles integration related costs, Fishers, Indiana plant closure charges, audit committee and restatement related accounting and legal expenses and other costs.Restatement Diamond today also filed its restated consolidated financial statements for fiscal years 2011 and 2010 and interim periods ended January 31, 2010, April 30, 2010, July 31, 2010, October 31, 2010, January 31, 2011, April 30, 2011 and July 31, 2011 with the SEC. "The company regrets the extended time investors had to wait for financial reports during the restatement process," said Brian Driscoll, Diamond's President and CEO. "The company has emerged from this process with strengthened financial discipline and rigorous commitment to enhancing internal controls and remediating material weaknesses." The Audit Committee and the company have determined that certain grower payments of $20.8 million and $61.5 million previously accounted for in fiscal 2011 and 2012, were not accounted for in the correct periods. Corrections were made to account for these payments in the appropriate periods of fiscal 2010 and 2011. The restatement also included corrections related to accounts payable and accrued expenses which were accounted for in incorrect periods; these adjustments decreased net income $3.5 million in 2011 and $0.1 million in 2010.   The restatement resulted in a reduction in fiscal 2011 income before income taxes of $39.5 million ($69.1 million previously reported compared to $29.7 million restated), and $17.0 million in fiscal 2010 ($40.2 million previously reported compared to $23.2 million restated). Please refer to the summarized GAAP Statement of Operations table that follows.   Diluted EPS for restated fiscal 2011 was $1.17 compared to $2.22 per share as previously reported and $0.82 for restated fiscal 2010 as compared to $1.36 per share as previously reported.   Non-GAAP diluted EPS for restated fiscal 2011 was $1.76 compared to $2.61 per share as previously reported and $1.29 for restated fiscal 2010 as compared to $1.91 per share as previously reported. Please refer to  the non-GAAP financial information table that follows.   Gross margin for restated fiscal 2011 was 22.4 percent compared to 26.0 percent as previously reported and 21.2 percent for restated fiscal 2010 as compared to 23.7 percent as previously reported. The decrease primarily was due to the correction of the walnut costs, which increased cost of goods sold in fiscal 2010 and 2011.   Adjusted EBITDA for restated fiscal 2011 was $111.5 million compared to $146.2 million as previously reported and $68.2 million for restated fiscal 2010 compared to $84.9 million as previously reported.   In connection with the Audit Committee investigation, management identified material weaknesses in internal control over financial reporting in three areas: control environment, walnut grower accounting, and accounts payable and accrued expenses. Numerous remediation steps have been implemented or are in progress to correct these weaknesses, including: enhanced oversight and controls, leadership changes, revised walnut cost estimation policy, enhanced documentation, oversight and monitoring of accounting policies related to walnut payments, and improved financial and operational reporting throughout the organization. For a list of remediation steps, please refer to the 10-K/A or supplemental presentation, both of which are available on the Diamond Foods website.Conference Call and Webcast Diamond will host an investor conference call and webcast today, November 14, 2012, at 2:00 p.m. Pacific Standard Time, to discuss these results and the restatement. To participate in the call via telephone dial (877) 681-3373 from the U.S./Canada or (719) 325-2171 elsewhere and enter the participant pass code of 279-604. To listen to the call over the internet, visit Diamond's website at www.diamondfoods.com and select "Investor Relations." Archived audio replays of the call will be available on the Company's website and via telephone. The latter will begin approximately two hours after the call's conclusion and remain available through 5:00 p.m. Pacific Standard Time November 21, 2012. It can be accessed by dialing (888) 203-1112 from the U.S./Canada or (719) 457-0820 elsewhere. Both phone numbers require the participant pass code 884-2287. To receive email notification of future press releases from Diamond Foods, please visit http://investor.diamondfoods.com and select "email alerts."            Net Sales by Product LineFiscal 2012 (Unaudited)            (in thousands) Q1 Q2 Q3 Three Quarters Ended April 30, 2012% Change in Year over Year Three Quarter Period Snack $157,122 $141,818 $147,653 $446,593 10.0% Culinary/Retail in-shell 98,112 94,677 49,127 241,916 11.0%  Total Retail 255,234 236,495 196,780  688,509 10.4%             International Non-Retail 21,444 21,025 4,174 46,643 -47.7% NA Ingredient/Food Service/Other 10,715 4,831 6,731 22,277 18.0%  Total Non-Retail 32,159 25,856 10,905  68,920 -36.2% Total Net Sales $287,393 $262,351 $207,685  $757, 429 3.5%                                    Fiscal 2011 (Restated)(in thousands) Q1 Q2 Q3Three Quarters Ended April 30, 2011   Snack $137,056 $134,183 $134,799 $406,039   Culinary/Retail in-shell 90,190 80,711 46,983 217,884    Total Retail 227,246 214,894  181,782 623,923               International Non-Retail 21,015 36,793 31,368 89,176   NA Ingredient/Food Service/Other 3,800 5,157 9,916 18,873    Total Non-Retail 24,815 41,950  41,284 108,049   Total Net Sales $252,061 $256,844 $223,066  $731,972      Summarized GAAP Statement of Operations:    (in thousands, except per share amounts)Three Quarters Ended April 30, 2011(Restated) Three Quarters Ended April 30, 2012 %Change Net sales  $731,972 $757,429 3.5% Cost of sales 564,394 619,972 9.8% Gross profit 167,578 137,457 (18.0%) Gross margin 22.9% 18.1% (4.8%) Operating expenses:       Selling general and administrative 71,570 97,019 35.6% Advertising 34,362 31,554 (8.2%) Acquisition and integration related expenses 7,548 40,641 438% Total operating expenses 113,480 169,214 49.1% Income (loss) from operations 54,098 (31,757) (159%) Interest expense, net 18,050 19,933 10.4% Income (loss) before income taxes 36,048 (51,690) (243%) Income tax expense (benefit) 12,315 1,710 (86.1%) Net income (loss) $23,733 ($53,400) (325%)         Earnings (loss) per share:       Basic $1.08 ($2.46)   Diluted $1.05 ($2.46)   Shares used to compute earnings per share:       Basic 21,563 21,676   Diluted 22,119 21,676       Summarized GAAP Statement of Operations:    Fiscal 2012 (Unaudited)(in thousands, except per share amounts) Q1 Q2 Q3Three Quarters Ended April 30, 2012 Net sales $287,393 $262,351 $207,685 $757,429 Cost of sales 226,086 220,429 173,457 619,972 Gross profit  61,307  41,922  34,228 137,457 Operating expenses:         Selling general and administrative 29,455 34,304 33,260 97,019 Advertising 12,716 11,638 7,200 31,554 Acquisition and integration related expenses 17,214 12,091 11,336 40,641 Total operating expenses 59,385 58,033 51,796 169,214 Income (loss) from operations 1,922 (16,111) (17,568) (31,757) Interest expense, net 5,761 6,471 7,701 19,933 Income (loss) before income taxes (3,839) (22,582) (25,269) (51,690) Income tax expense (benefit) ** (14,640) (2,398)  18,748 1,710 Net income (loss) $10,801 ($20,184)  ($44,017) ($53,400)           Earnings (loss) per share:         Basic $0.49 ($0.93) ($2.02) ($2.46) Diluted $0.47 ($0.93) ($2.02) ($2.46) Shares used to compute earnings per share:         Basic 21,668 21,724 21,752 21,676 Diluted 22,567 21,724 21,752 21,676 **Q1 tax benefit is comprised of: discrete tax benefit of $5.5 million resulting, primarily, from the conclusion of a tax ruling with the United Kingdom tax authorities, acquisition and integration related expenses resulting in a tax benefit of $6.1 million, and the forecasted annual tax rate applied to profit before tax and acquisition and integration related expenses, resulting in a tax benefit of $3.0 million.  Q2 tax benefit is the result of acquisition and integration related expenses and the forecasted annual tax rate applied to profit before tax and acquisition and integration related expenses. Q3 tax expense is, primary, the effect of a valuation allowance applied against deferred tax assets (principally, net operating losses in the current fiscal year and carryforward State tax credits).  Summarized GAAP Statement of Operations:  Fiscal 2011 (Restated)(in thousands, except per share amounts) Q1 Q2 Q3Three Quarters Ended April 30, 2011 Net sales $252,061 $256,844 $223,066   $731,972 Cost of sales 195,953 197,866 170,576 564,394 Gross profit  56,108  58,978 52,490 167,578 Operating expenses:         Selling general and administrative 23,289 24,052 24,229 71,570 Advertising 12,469 10,170 11,723 34,362 Acquisition and integration related expenses  579 1,023 5,946 7,548 Total operating expenses 36,337 35,245 41,898 113,480 Income (loss) from operations 19,771 23,733 10,592 54,098 Interest expense, net 6,117 5,992 5,941 18,050 Income (loss) before income taxes 13,654 17,741 4,651 36,048 Income taxes (benefit) 4,372 6,643 1,300 12,315 Net income (loss) $9,282 $11,098 $3,351 $23,733           Earnings (loss) per share:         Basic $0.42 $0.51 $0.15 $1.08 Diluted $0.42 $0.49 $0.15 $1.05 Shares used to compute earnings per share:         Basic 21,489 21,565 21,604 21,563 Diluted 21,933 22,212 22,332 22,119    Summarized Balance Sheet Data:  Fiscal 2012 (Unaudited)        (in thousands)Q1Q2Q3 Cash and cash equivalents $4,474 $1,333 $7,592 Trade receivables, net 141,760 93,782 89,528 Inventories 254,860 220,611 200,937 Total current assets 463,161 383,697 350,864 Property, plant and equipment, net 146,417 157,303 159,985 Other intangible assets, net 446,267 441,669 443,276 Goodwill 406,850 403,903 408,075 Current liabilities, excluding debt 330,372 288,531 249,090 Total debt 576,778 558,449 598,815 Stockholders' equity 425,321 402,130 366,504      Fiscal 2011 (Restated)    (in thousands)Q1Q2Q3Q4 Cash and cash equivalents $8,012 $2,276 $1,541 $3,112 Trade receivables, net 122,660 80,648 105,324 98,275 Inventories 239,007 234,048 204,714 153,534 Total current assets 402,366 349,963 349,626 299,999 Property, plant and equipment, net 118,243 117,022 126,907 134,275 Other intangible assets, net 453,830 451,745 455,119 450,855 Goodwill 406,255 406,186 412,211 409,735 Current liabilities, excluding debt 284,322 242,012 212,861 205,853 Total debt 555,000 548,900 572,369 531,701 Stockholders' equity 392,128 404,378 421,825 420,495     Non-GAAP Financial Information:    Fiscal 2012 (Unaudited)(in thousands, except for per share amounts) Q1 Q2 Q3Three Quarters Ended April 30, 2012 GAAP (loss) before income taxes ($3,839) ($22,582) ($25,269) ($51,690) Adjustment to exclude acquisition and integration related expenses 17,214 12,091 11,336 40,641 Adjustment to exclude certain SG&A costs 2,016 10,710 8,309 21,035 Adjustment to exclude forbearance fee -- -- 1,006 1,006 Non-GAAP income (loss)  before income taxes 15,391 219 (4,618) 10,992           GAAP income taxes (benefit) (14,640) (2,398) 18,748  1,710 Adjustment for tax effect of Non-GAAP adjustments 13,686 2,384 (18,462) (2,392) Non-GAAP income taxes (benefit) (954) (14) 286 (682)           Non-GAAP net income (loss) $16,345 $233 ($4,904) $11,674           Non-GAAP EPS-diluted $0.71 $0.01 ($0.22) $0.53 Shares used in computing Non-GAAP EPS-diluted * 22,932 22,056 22,108 22,026      Fiscal 2011 (Restated)(in thousands, except for per share amounts) Q1 Q2 Q3Three Quarters Ended April 30, 2011 GAAP income before income taxes $13,654 $17,741 $4,651 $36,046 Adjustment to exclude acquisition and integration related expenses 579 1,023 5,946 7,548 Non-GAAP income before income taxes 14,233 18,764 10,597 43,594           GAAP income taxes 4,372 6,643 1,300 12,315 Adjustment for tax effect of Non-GAAP adjustments (1,651) (3,055) 1,284 (3,422) Non-GAAP income taxes 2,721 3,588 2,584 8,893           Non-GAAP net income $11,512 $15,176 $8,013 $34,701           Non-GAAP EPS-diluted $0.52 $0.67 $0.35 $1.54 Shares used in computing Non-GAAP EPS-diluted * 22,343 22,622 22,726 22,513     * Includes shares associated with participating securities   Reconciliation of GAAP Net Income to Adjusted EBITDA:  Fiscal 2012 (Unaudited)(in thousands) Q1 Q2 Q3Three Quarters Ended April 30, 2012 Net income (loss) $10,801 ($20,184) ($44,017) ($53,400) Income taxes (benefit) (14,640) (2,398) 18,748 1,710 Income (loss) before income taxes (3,839) (22,582) (25,269) (51,690) Interest expense, net 5,761 6,471 7,701 19,933 Income (loss) from operations (EBIT) 1,922 (16,111) (17,568) (31,757) Acquisition and integration related expenses 17,214 12,091 11,336 40,641 Certain SG&A costs 2,016 10,710 7,863 20,589 Stock-based compensation expense 1,902 2,949 2,291 7,142 Depreciation and amortization 7,180 7,353 7,702 22,235 Adjusted EBITDA $30,234 $16,992 $11,624 $58,850       Fiscal 2011 (Restated)(in thousands) Q1 Q2 Q3Three Quarters Ended April 30, 2011 Net income $9,282 $11,098 $3,351 $23,731 Income taxes 4,372 6,643 1,300 12,315 Income before income taxes 13,654 17,741 4,651 36,046 Interest expense, net 6,117 5,992 5,941 18,050 Income from operations (EBIT) 19,771 23,733 10,592 54,096 Acquisition and integration related expenses 579 1,023 5,946 7,548 Stock-based compensation expense 1,772 2,104 1,739 5,615 Depreciation and amortization 7,472 7,506 7,321 22,299 Adjusted EBITDA $29,594 $34,366 $25,598 $89,558            Restated Fiscal 2010 and 2011 Financials    Net Sales by Product Line:      Twelve months ended July 31,(Restated)Twelve  months ended July 31,(Previously reported)(in thousands)  2011  2010 %Prior Year  2011  2010 %Prior Year Snack $553,676  $323,620 71% $553,165 $321,422 72% Culinary/Retail in-shell 263,161  248,960 6% 262,906 248,994 6%  Total Retail  816,837  572,580 43% 816,071 570,416 43%   International Non-Retail  119,017  69,206 72% 119,017 69,206 72% NA Ingredient/Food Service/Other  30,834  40,540 -24% 30,834 40,540 -24%  Total Non-Retail  149,851  109,746 37%  149,851 109,746 37% Total $966,688 $682,326 42% $965,922 $680,162 42%        Summarized GAAP Statement of Operations:                Twelve months ended July 31, (Restated)Twelve months ended July 31, (Previously reported)(in thousands, except per share amounts)2011201020112010 Net sales  $966,688 $682,326 $965,922 $680,162 Cost of sales  750,209 537,484 714,775 519,161 Gross profit 216,479 144,842 251,147 161,001 Operating expenses:         Selling, general and administrative 97,506 64,551 96,960 64,301 Advertising 45,035 33,726 44,415 32,962 Acquisition and integration related expenses 20,350 11,328 16,792 11,508 Total operating expenses 162,891 109,605 158,167 108,771 Income from operations  53,588 35,237 92,980 52,230 Interest expense, net 23,918 10,180 23,840 10,180 Other expense, net --  1,849 -- 1,849 Income before income taxes  29,670 23,208 69,140 40,201 Income taxes  3,103 7,532 18,929 13,990 Net income  $26,567 $15,676 $50,211 $26,211 EPS (earnings per share):         Basic $1.21 $0.84 $2.28 $1.40 Diluted $1.17 $0.82 $2.22 $1.36 Shares used to compute EPS:         Basic 21,577 18,313 21,577 18,313 Diluted 22,233 18,843 22,242 18,843                    Summarized Balance Sheet Data:                 Twelve months ended July 31, (Restated)Twelve months ended July 31, (Previously reported)(in thousands)2011201020112010 Cash and cash equivalents $3,112 $5,642 $3,112 $5,642 Trade receivables, net 98,275 65,698 98,218 65,553 Inventories 153,534 145,832 145,575 143,405 Current assets 299,999 248,364 276,039 240,089 Property, plant and equipment, net 134,275 118,235 127,407 117,816 Other intangible assets, net 450,855 453,107 450,855 449,018 Goodwill 409,735 403,264 407,587 396,788 Current liabilities, excluding debt 205,853 145,756 144,060 127,921 Total debt 531,701 556,100 531,701 556,100 Stockholders' equity 420,495 376,543 454,795 379,943Non-GAAP Financial Information We have provided the following non-GAAP financial information for the 12 months ended July 31, 2011 and 2010.          Reconciliation of income (loss) before income taxes to non-GAAP EPS:            Twelve months ended (Restated) July 31,Twelve months ended (Previously reported) July 31,(in thousands, except per share amounts)2011201020112010 GAAP income before income taxes  $29,670 $23,208  $69,140 $40,201 Adjustments to exclude loss on extinguishment of debt and fees for tax projects  -- 2,324 --  2,324 Adjustments to remove costs associated with Kettle and Pringles integration 20,350 11,640 16,792 11,820 Non-GAAP income before income taxes  50,020 37,172 85,932 54,345            GAAP income taxes (A) 3,103 7,532 18,929 13,990 Adjustment for tax effect of Non-GAAP adjustments (B-A) 7,018 4,820 7,968 3,574           Non-GAAP income taxes (B) 10,121 12,352 26,897 17,564           Non-GAAP net income  $39,899 $24,820 $59,035 $36,781           Non-GAAP EPS-diluted $1.76 $1.29 $2.61 $1.91           Shares used in computing Non-GAAP EPS-diluted * 22,634 19,215 22,642 19,215           * Includes shares associated with participating securities                          Reconciliation of GAAP net income to Adjusted EBITDA:            Twelve months ended (Restated) July 31,Twelve months ended (Previously reported) July 31, (in thousands) 2011201020112010 Net income  $26,567 $15,676 $50,211 $26,211 Income taxes  3,103 7,532 18,929 13,990 Income before income taxes 29,670 23,208 69,140 40,201 Other expense, net --  1,849 --  1,849 Interest expense, net 23,918 10,180 23,840 10,180 Income from operations 53,588 35,237 92,980 52,230           Acquisition and integration related expenses included in operating expenses 20,350 11,640 16,792 11,820 Stock-based compensation expense  7,687 3,738 6,974 3,231 Selling, general and administrative --  475 --  475 Depreciation and amortization 29,865 17,154 29,465 17,154           Adjusted EBITDA $111,490 $68,244 $146,211 $84,910          About Diamond's non-GAAP Financial Measures This release contains non-GAAP financial measures of Diamond's performance ("non-GAAP financial 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 third quarter of fiscal 2012, $11.3 million in fees were incurred as a result of the proposed merger of Pringles, $5.7 million in fees were incurred related to the audit committee investigation, resulting restatement, and related items, $2.6 million in expenses were incurred related to certain SG&A costs, and $1.0 million in expenses were incurred related to the forbearance fee.   In the second quarter of fiscal 2012, $12.1 million in fees were incurred as a result of the proposed merger of Pringles and $10.7 million in fees were incurred related to the audit committee investigation.   In the first quarter of fiscal 2012, $17.2 million in fees were incurred as a result of the proposed merger of Pringles, $1.8 million was accrued for settlement of walnut labeling claims, and $0.2 million in fees were incurred related to the audit committee investigation.   In the fourth quarter of fiscal 2011, $12.9 million in expenses were incurred as a result of the integration of Kettle Foods and the proposed merger of Pringles.   In the third quarter of fiscal 2011, $5.9 million in expenses were incurred as a result of the integration of Kettle Foods and the proposed merger of Pringles.   In the second quarter of fiscal 2011, $1.0 million in expenses were incurred as a result of the integration of Kettle Foods.   In the first quarter of fiscal 2011, $0.6 million in expenses were incurred as a result of the integration of Kettle Foods.   In the fourth quarter of fiscal 2010, $1.1 million in expenses were incurred as a result of the acquisition of Kettle Foods.   In the third quarter of fiscal 2010, $12.3 million in expenses were incurred as a result of the acquisition of Kettle Foods. Other expense included $1.8 million in early extinguishment charges from our prior credit facility, and $10.2 million in transaction expenses, primarily legal and accounting fees, bridge financing costs and advisory fees. Additionally, Cost of Goods Sold included $0.3 million in inventory step-up charges.   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, stock-based compensation, depreciation, amortization, and other expenses, including the aforementioned acquisition and integration costs. 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 financial 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 financial 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 financial measures in connection with GAAP results, and recommends that investors do not give undue weight to them. Diamond believes that non-GAAP financial 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.Note regarding forward-looking statements This press release includes forward-looking statements, including statements about our future financial and operating performance and results, business strategy, strength of our brand portfolio, our filing of delayed SEC filings, our position in the walnut industry, potential for optimizing our cost structure and streamlining our supply chain, ability to grow, expand margins and deliver shareholder value, fiscal 2012 financial results, enhancing internal controls and remediating material weaknesses. These forward-looking statements are based on our assumptions, expectations and projections about future events only as of the date of this press release, and we make such forward-looking statements pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. 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. Actual results may differ materially from what we currently expect because of many risks and uncertainties, such as: uncertainty about the need to file additional periodic reports and financial information in connection with our restatement disclosures; risks relating to our leverage and its effect on our ability to respond to changes in our business, markets and industry; increase in the cost of our debt; ability to raise additional capital and possible dilutive impact of raising such capital; risks relating to litigation and regulatory proceedings; risks related to our current inability to timely file required periodic reports under the Securities Exchange Act of 1934, as amended, and any resulting delisting of Diamond's common stock on the NASDAQ Global Select Market; uncertainties relating to relations with growers; availability and cost of walnuts and other raw materials; increasing competition and possible loss of key customers; and general economic and capital markets conditions. About Diamond Diamond Foods is an innovative packaged food company focused on building and energizing brands including Kettle® Chips, Emerald® snack nuts, Pop Secret® popcorn, and Diamond of California® culinary and snack nuts. The Company's products are distributed in a wide range of stores where snacks and culinary nuts are sold. Corporate Web Site: www.diamondfoods.com The Diamond Foods, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6112CONTACT: Investors: Diamond Foods Linda Segre SVP, Corporate Strategy (415) 230-7952 lsegre@diamondfoods.com Media: Sard Verbinnen & Co for Diamond Foods Paul Kranhold/Lucy Neugart (415) 618-8750 pkranhold@sardverb.com lneugart@sardverb.com