Diamond Foods Provides Audit Committee Investigation Update
December 12 2011 - 9:05AM
Diamond Foods, Inc. (Nasdaq:DMND) today provided an update on its
ongoing Audit Committee investigation into accounting for certain
crop payments to walnut growers.
The Audit Committee currently anticipates being able to conclude
its investigation by the middle of February, 2012. As a result of
the ongoing investigation, Diamond will not file its Form 10-Q for
its fiscal first quarter prior to the December 12, 2011 filing
deadline. Diamond will take steps to file its Form 10-Q for the
first quarter as soon as practicable after conclusion of the
investigation. The Audit Committee has dedicated significant
resources to its investigation, including the retention of
independent legal and accounting advisors, in order to conduct a
thorough and expeditious review.
In accordance with standard Nasdaq procedure, Diamond expects to
receive a notice of deficiency from the Nasdaq Listing
Qualifications Department, indicating that Diamond is not in
compliance with Nasdaq Listing Rule 5250(c)(1). Diamond intends to
submit a plan to regain compliance as quickly as possible. During
this process, Diamond's common stock will continue to be listed and
traded on The NASDAQ Global Select Market.
About Diamond
Diamond Foods is an innovative packaged food company focused on
building, acquiring and energizing brands including Kettle® Chips,
Emerald® snack nuts, Pop Secret® popcorn, and Diamond of
California® nuts. The Company's products are distributed in a wide
range of stores where snacks and culinary nuts are sold. For
more information visit our corporate web site:
www.diamondfoods.com.
The Diamond Foods, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=6112
Note regarding forward-looking statements
Statements in this press release that relate to future results,
events and expectations, including statements about the anticipated
timing and outcome of the Audit Committee investigation, the filing
of Diamond's periodic reports under the Securities Exchange Act of
1934 and the Nasdaq delisting process are forward-looking
statements based on Diamond management's current
expectations. Actual results may differ materially from those
described in these forward-looking statements because of many risks
and uncertainties, including: general economic, business and
industry conditions; the duration and scope of the Audit
Committee's investigation and the potential outcomes of such
investigation, including potential conclusions that there is a
material weakness in Diamond's internal control over financial
reporting, that its disclosure controls and procedures are not
effective, that a restatement of Diamond's financial statements is
required; Nasdaq delisting proceedings for Diamond's common stock;
the terms of the agreements between Diamond and The Procter &
Gamble Company with respect to the Pringles acquisition; risks
relating to Diamond's credit facilities, including compliance with
existing debt covenants and the availability of financing after the
expiration on March 1, 2012 of commitments under Diamond's
Credit Agreement dated October 5, 2011 that are required in
connection with the Pringles acquisition; and litigation and
potential governmental investigations or proceedings arising out of
or related to accounting and financial reporting matters.
Additional discussion of these and other factors affecting
Diamond's business and prospects is described under "Part I –
Item 1A. Risk Factors" in Diamond's Annual Report on Form 10-K
for the fiscal year ended July 31, 2011, under "Risk Factors"
in Diamond's registration statement on Form S-4 filed with the SEC
in conjunction with the proposed acquisition of the Pringles snack
business from P&G, which registration statement has not yet
become effective, and under "Additional Risk Factors" in Diamond's
Current Report on Form 8-K filed with the SEC on November 28,
2011. All forward-looking statements and reasons why results
might differ included in this press release are made as of the date
of this press release, based on information currently available to
Diamond's management, and Diamond assumes no obligation to update
any forward-looking statement or reasons why results might
differ.
Additional Information
In connection with the proposed transaction between Diamond and
P&G, Diamond has filed a registration statement on Form S-4
with the SEC, but this registration statement has not become
effective. Investors are urged to read the registration statement
and any other relevant documents when they become available because
they will contain important information about Diamond, Pringles and
the proposed transaction. The registration statement and other
documents relating to the proposed transaction can be obtained free
of charge from the SEC's website at www.sec.gov. The documents can
also be obtained free of charge from Diamond upon written request
to Diamond Foods, Inc., Investor Relations, 600 Montgomery Street,
San Francisco, California 94111 or by calling (415) 445-7444,
or from P&G upon written request to The Procter &
Gamble Company, Shareholder Services Department, P.O. Box 5572,
Cincinnati, Ohio 45201-5572 or by calling (800) 742-6253.
CONTACT: Investors:
Diamond Foods
Linda Segre
SVP, Corporate Strategy
415-445-7444
lsegre@diamondfoods.com
Media:
Sard Verbinnen & Co for Diamond Foods
Paul Kranhold/John Christiansen/Lucy Neugart
415-618-8750
pkranhold@sardverb.com
jchristiansen@sardverb.com
lneugart@sardverb.com
(MM) (NASDAQ:DMND)
Historical Stock Chart
From Jun 2024 to Jul 2024
(MM) (NASDAQ:DMND)
Historical Stock Chart
From Jul 2023 to Jul 2024