Diamond Foods Reports Second Quarter Fiscal Year 2014 Financial Results

Diamond Foods Reports Second Quarter Fiscal Year 2014 Financial Results  SAN FRANCISCO, March 11, 2014 (GLOBE NEWSWIRE) -- Diamond Foods, Inc. (Nasdaq:DMND) ("Diamond") today reported financial results for its fiscal 2014 second quarter and six months ended January 31, 2014.  Second Quarter Fiscal 2014 Highlights    oNet sales were approximately flat year-over-year at $220.6 million   oSnacks sales increased 10.8% to $116.8 million and Nuts sales decreased     10.1% to $103.8 million   oGross margin was 25.4% compared to 22.9%   oNet loss was $15.1 million and non-GAAP net income was $2.6 million   oAdjusted EBITDA increased 24.4% to $28.6 million  Year-to-Date Fiscal 2014 Highlights    oNet sales decreased 5.0% to $455.2 million   oSnacks sales increased 5.9% to $229.3 million and Nuts sales decreased     14.0% to $225.9 million   oGross margin was 25.0% compared to 22.8%   oNet loss was $57.2 million and non-GAAP net income was $7.6 million   oAdjusted EBITDA increased 6.9% to $57.7 million  (All comparisons above are to the second quarter and first six months of fiscal year 2013. Non-GAAP financial measures are reconciled in the tables below)  "Overall we are pleased with our second quarter performance. Our consolidated gross margin improved 250 basis points reflecting strong sales growth and gross margin expansion in our Snacks segment. These results, however, were weighed down by lower sales and gross margin compression in the Nuts segment due to higher tree nut costs," said Brian Driscoll, President and CEO. "While we expect to face further headwinds in the Nuts segment in the second half of fiscal 2014, our team remains focused on the execution of our multi-year turnaround strategy and we are confident that we are taking the right steps to position our business for long-term sustainable growth."  Second Quarter Fiscal 2014  Net sales were comparable to the prior year at $220.6 million and gross profit as a percent of net sales was 25.4% compared to 22.9% last year.  Net loss was $15.1 million, or a loss of $0.68 per share on a fully diluted basis. During the quarter, Diamond incurred an $8.7 million charge for the mark to market adjustment related to shares issuable in connection with the settlement of the securities class action lawsuit and a $7.0 million charge related to a change in the fair value of the Oaktree warrant liability. Excluding these charges, non-GAAP net income for the second quarter was $2.6 million and non-GAAP fully diluted earnings per share was $0.09. Adjusted EBITDA was $28.6 million compared to $22.9 million in the prior year period. Adjusted EBITDA is a non-GAAP financial measure. Please refer to the tables in this press release for a reconciliation of all non-GAAP financial measures.  Year-to-Date Fiscal 2014  Net sales for the first six months of fiscal 2014 decreased 5.0% to $455.2 million compared to $479.3 million in the first half of last year, and gross profit as a percent of net sales was 25.0% compared to 22.8% last year.  Net loss was $57.2 million, or a loss of $2.60 per share on a fully diluted basis. Excluding certain charges, non-GAAP net income for the first six months of fiscal 2014 was $7.6 million and non-GAAP fully diluted earnings per share was $0.26. Adjusted EBITDA was $57.7 million, compared to $54.0 million last year. Adjusted EBITDA is a non-GAAP financial measure. Please refer to the tables in this press release for a reconciliation of all non-GAAP financial measures.  As of January 31, 2014, net debt outstanding was $551.8 million, including the Oaktree debt at its carrying value. Cash and availability on Diamond's bank revolving line of credit on January 31, 2014 was approximately $74.4 million.  Subsequent to the end of the second quarter, on February 19, 2014, the Company refinanced its debt capital structure. The Company issued $230 million of 7.000% Senior Notes due 2019 and entered into a $415 million 4.5 year syndicated securedTerm Loan Facility. The proceeds from these offerings, in addition to the net proceeds from the exercise by Oaktree Capital Management, L.P. ("Oaktree") of its warrants, were used to prepay outstanding indebtedness under the Company's existing credit facility and to redeem its senior unsecured notes due 2020 held by Oaktree, including a prepayment premium, fees, expenses and original issue discount in connection with the refinancing.  The Company also closed a $125 million syndicated secured ABL Credit Facility. The ABL has a 4.5 year term, during which the Company may make aggregate drawings not to exceed the lesser of $125 million and an amount equal to the borrowing base specified in the ABL Credit Facility. The ABL Credit Facility may be used to finance working capital and the ongoing general corporate needs of the Company.  In addition to significantly reducing the Company's interest expense, this debt restructuring will also increase liquidity.  Segment Review  The Company has two reportable segments: Snacks and Nuts. The Snacks segment includes products sold under the Kettle U.S., Kettle U.K. and Pop Secret brands. The Nuts segment includes products sold under the Diamond of California and Emerald brands.  Snacks Segment: Net sales during the second quarter increased 10.8% to $116.8 million compared to prior year period. Gross profit during the second quarter was $42.5 million, 36.4% of net sales, compared to $34.8 million, 33.0% of net sales, in the prior year period.  Net sales during the first six months of fiscal 2014 were $229.3 million, a 5.9% increase compared to the first half of last year. Gross profit during the first six months of fiscal 2014 was $82.0 million, 35.7% of net sales, compared to $73.1 million, 33.8% of sales, in the prior year period.  Nuts Segment: Net sales during the second quarter decreased 10.1% to $103.8 million compared to the prior year period. Gross profit during the second quarter was $13.4 million, 12.9% of net sales, compared to $15.7 million, 13.6% of net sales, in the prior year period.  Net sales during the first six months of fiscal 2014 decreased 14.0% to $225.9 million compared to the prior year period. Gross profit during the first six months of fiscal 2014 was $31.9 million, 14.1% of net sales, compared to $36.0 million, 13.7% of net sales, in the prior year period.  Outlook  Despite continued headwinds associated with tree nut commodity costs in the second half of fiscal 2014 that will adversely impact the Nuts segment, the Company expects to realize an increase in Adjusted EBITDA year-over-year.  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 (877) 440-5803 and international listeners may dial (719) 325-4806.  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 25, 2014. A telephonic playback will be available from 7:30 p.m. ET, March 11, 2014, through March 25, 2014. North America listeners may dial (877) 870-5176 and international listeners may dial (858) 384-5517; the passcode is 3392096.  About Diamond Foods  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® 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 includes forward-looking statements, including statements about commodity headwinds, financial performance for FY 2014 including Adjusted EBITDA and gross margin projections.These forward-looking statements are based on our assumptions, expectations and projections about future events only as of the date of this press release. 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: unexpected delays or increased costs in implementing our business strategies; changes in consumer preferences for snack and nut products; 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 ofequity 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; and general economic and capital markets conditions.  Financial Summary Summarized Statement of Operations:                                                                                            Three Months Ended January Six Months Ended January                            31,                        31,                           2014           2013        2014          2013 Net sales                  $220,577       $220,844    $455,245      $479,306 Cost of sales              164,649       170,275    341,384      370,191 Gross profit               55,928        50,569     113,861      109,115 Operating expenses:        --                        --             Selling, General and       33,822        32,266     90,378       70,447 administrative Advertising                13,129        12,294     23,787       21,339 (Gain) loss on warrant     6,962         (18,625)   23,938       (11,109) liability Total operating expenses   53,913        25,935     138,103      80,677 Income (loss) from         2,015         24,634     (24,242)     28,438 operations Interest expense, net      16,104        14,231     30,952       28,143 Income (loss) before       (14,089)      10,403     (55,194)     295 income taxes Income taxes               971           262        2,019        883 Net Income (loss)          $(15,060)    $10,141   $(57,213)   $(588)                                                                  Loss per share:                                                   Basic                      $(0.68)      $0.46     $(2.60)     $(0.03) Diluted                    $(0.68)      $(0.37)   $(2.60)     $(0.50) Shares used to compute                                            earnings (loss) per share: Basic                      22,052         21,781      22,019        21,703 Diluted                    22,052         23,215      22,019        23,508    Segment Information:                                                                        Three Months Ended              Six Months Ended               January 31,       % Change from January 31,      % Change from             2014      2013     2013 to 2014  2014     2013     2013 to 2014 Net sales                                                   Snacks       $116,756  $105,421 11%           $229,346 $216,664 6% Nuts         103,821   115,423  -10%          225,899  262,642  -14% Total        $220,577  $220,844 0%            $455,245 $479,306 -5%                                                            Gross profit                                                Snacks       $42,538   $34,836  22%           $81,961  $73,129  12% Nuts         13,390    15,733   -15%          31,900   35,986   -11% Total        $55,928   $50,569  11%           $113,861 $109,115 4%    Summarized Balance Sheet Data:                                                                                      January 31,                                           2014        2013 ASSETS                                                 Total current assets                       280,055    276,040 Restricted cash                            --        -- Property, plant and equipment, net         130,112    138,073 Deferred income taxes                      --        -- Goodwill                                   408,089    404,791 Other intangible assets, net               393,099    434,401 Other long-term assets                     17,402     21,670 Total assets                               $1,228,757 $1,274,975                                                       LIABILITIES AND STOCKHOLDERS' EQUITY                   Total current liabilities                  418,885    242,228 Long-term obligations                      549,390    552,555 Deferred income taxes                      107,317    127,883 Other liabilities                          21,862     23,732 Total stockholders' equity                 131,303    328,577 Total liabilities and stockholders' equity $1,228,757 $1,274,975    Non-GAAP Financial Information                                                                           Reconciliation of Income (Loss) Before Income Taxes to Non-GAAP EPS:                                                                                   Three Months Ended              Six Months Ended                       January 31,                      January 31,                             2014            2013            2014         2013       GAAP income                                       $ (loss) before   $ (14,089)      $10,403         (55,194)     $295       income taxes (Gain) Loss on warrant         6,962          (18,625)       23,938      (11,109)  liability Reduction of liability due   --            --            --         (1,319)   to lease assignment Loss on Securities      8,678          --            32,174      --       settlement liability SEC settlement  --            --            5,000       --       Shareholder derivative suit --            --            (1,600)     --       gain Legal Expenses  641            990            2,327       2,974                                                                        Adjustments to  310            5,663     (1)  310         15,820   (1) SG&A Non-GAAP income (loss) before   2,502          (1,569)        6,955       6,661     income taxes GAAP income     971            262            2,019       883       taxes Tax effect of Non-GAAP        (1,056)        (2,973)        (2,690)     (513)     adjustments Non-GAAP income (85)           (2,711)        (671)       370       taxes (benefit) Non-GAAP net    2,587          1,142          7,626       6,291     income                                                                    Non-GAAP                                                            EPS-diluted                                                                    Shares used in computing       29,922     (2)  23,523          29,209   (3) 23,882     Non-GAAP                                                                    EPS-diluted     $0.09           $0.05           $0.26        $0.26                                                                         (1) Related primarily to audit committee investigation, restatement-related expenses, consulting fees, retention, and severance. (2) The shares used in computing Non-GAAP EPS include the 4,450,000 shares that were issued to settle the securities class action lawsuit.The calculation also includes 2,654,974 shares related to Oaktree Capital Management, L.P.'s exercise of their warrant on February 19, 2013.This share amount was calculated utilizing the treasury stock method.The actual shares issued to Oaktree were 4,420,859. The actual effect of the exercise of the Oaktree warrant will be accounted for in Q3:14. (3) The shares used in computing Non-GAAP EPS include the weighted average of the 4,450,000 shares that were issued to settle the securities class action lawsuit.It was assumed that the shares were issued on August 21st 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, 2013.This share amount was calculated utilizing the treasury stock method. The actual shares issued to Oaktree were 4,420,859.The actual effect of the exercise of the Oaktree warrant will be accounted for in Q3:14.    Reconciliation of Net Income (Loss) to Adjusted EBITDA:                                                                                         Three Months Ended          Six Months Ended                         January 31,                  January 31,                         2014         2013            2014         2013 GAAP net income (loss)   $ (15,060)  $ 10,141       $ (57,213)  $(588) Income taxes            971         262            2,019       883 Income (loss) before     (14,089)    10,403         (55,194)    295 income taxes Interest expense, net    16,104      14,231         30,952      28,143 Income (loss) from       2,015       24,634         (24,242)    28,438 operations Reduction of liability   --          --            --         (1,319) due to lease assignment (Gain) Loss on warrant   6,962       (18,625)       23,938      (11,109) liability (Gain) Loss on Securities settlement    8,678       --            32,174      -- liability SEC settlement           --         --            5,000       -- Shareholder derivative   --         --            (1,600)     -- suit gain Legal Expenses           641         990            2,327       2,974                                                                 Adjustments to SG&A      310         7,906     (1)  310         17,706 expenses                                                                 Stock-based compensation 1,987       (128)          3,464       1,122 expense                                                                 Depreciation and         7,958       8,171          16,293      16,138 amortization Adjusted EBITDA          $28,551      $22,948         $57,664      $53,950                                                                 (1) Related primarily to audit committee investigation, restatement-related expenses, consulting fees, retention, and severance.  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.  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 non-operating expenses, including the aforementioned expenses related to the proposed settlement of the private securities class action case, Oaktree warrant liability gains/losses, SG&A expenses primarily related to audit committee investigation, and restatement and related expenses. 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 measures is that they exclude significant expenses and other amounts 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 Diamond's 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.  CONTACT: Investors:           ICR          Katie Turner          415-230-7952                   Media:           ICR          Anton Nicholas/Jessica Liddell          415-445-7431  Company Logo