##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended January 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period fromto
 Commission File Number: 000-51439
 DIAMOND FOODS, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
(State of Incorporation)
    
    20-2556965
(IRS Employer Identification No.)1050 South Diamond Street 
Stockton, California
(Address of Principal Executive Offices)
    
    95205-7087
(Zip Code)209-467-6000
(Telephone No.)
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



TABLE OF CONTENTS
 PagePart I. FINANCIAL INFORMATION
    
    
    4Item 1. Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    17Part II.OTHER INFORMATION
    
    
    18Item 1. Legal Proceedings
    
    
    18Item 1A. Risk Factors
    
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3. Defaults Upon Senior Securities
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    18Item 5. Other Information
    
    
    18Item 6. Exhibits
    
    
    18SIGNATURE
    
    
    20EXHIBIT 10.01EXHIBIT 10.02EXHIBIT 31.01EXHIBIT 31.02EXHIBIT 32.01
  2




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##### Table of Contents



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
   3




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 DIAMOND FOODS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share information)
(Unaudited)
 January 31,
    
    
    July 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    58,963
    
    
    $
    33,755Trade receivables, net
    
    
    32,707
    
    
    
    50,662Inventories
    
    
    155,733
    
    
    
    90,619Deferred income taxes
    
    
    4,805
    
    
    
    4,805Prepaid income taxes
    
    
    
    
    
    
    1,854Prepaid expenses and other current assets
    
    
    2,426
    
    
    
    2,417Total current assets
    
    
    254,634
    
    
    
    184,112Property, plant and equipment, net
    
    
    34,712
    
    
    
    33,936Investment in CoBank
    
    
    1,774
    
    
    
    1,774Deferred income taxes
    
    
    5,092
    
    
    
    4,922Goodwill
    
    
    5,432
    
    
    
    5,432Other intangible assets, net
    
    
    3,590
    
    
    
    3,707Other assets
    
    
    3,029
    
    
    
    2,520Total assets
    
    $
    308,263
    
    
    $
    236,403LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    36,316
    
    
    $
    26,468Payable to growers
    
    
    105,555
    
    
    
    57,117Total current liabilities
    
    
    141,871
    
    
    
    83,585Long-term obligations
    
    
    20,261
    
    
    
    20,345Other liabilities
    
    
    7,336
    
    
    
    7,132Stockholders equity:Preferred stock, $0.001 par value; Authorized: 5,000,000 shares; no shares
issued or outstanding
    
    
    
    
    
    
    Common stock, $0.001 par value; Authorized: 100,000,000 shares; 16,145,551
and 15,848,717 shares issued and 16,053,000 and 15,764,647 shares
outstanding at January 31, 2008 and July 31, 2007, respectively
    
    
    16
    
    
    
    16Treasury stock, at cost: 92,551 and 84,070 shares at January 31, 2008 and
July 31, 2007, respectively
    
    
    (1,588
    )
    
    
    (1,436
    )Additional paid-in capital
    
    
    105,139
    
    
    
    101,106Accumulated other comprehensive income
    
    
    2,230
    
    
    
    2,233Retained earnings
    
    
    32,998
    
    
    
    23,422Total stockholders equity
    
    
    138,795
    
    
    
    125,341Total liabilities and stockholders equity
    
    $
    308,263
    
    
    $
    236,403
  4




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##### Table of Contents



DIAMOND FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share information)
(Unaudited)
 Three Months
    
    Six MonthsEnded January 31,
    
    Ended January 31,2008
    
    2007
    
    2008
    
    2007Net sales
    
    $
    133,798
    
    
    $
    143,622
    
    
    $
    318,335
    
    
    $
    313,134Cost of sales
    
    
    111,371
    
    
    
    123,281
    
    
    
    266,359
    
    
    
    264,853Gross profit
    
    
    22,427
    
    
    
    20,341
    
    
    
    51,976
    
    
    
    48,281Operating expenses:Selling, general and administrative
    
    
    10,441
    
    
    
    11,512
    
    
    
    21,829
    
    
    
    23,045Advertising
    
    
    7,439
    
    
    
    5,117
    
    
    
    11,795
    
    
    
    8,354Restructuring and other costs, net
    
    
    
    
    
    
    (190
    )
    
    
    
    
    
    
    (854
    )Gain on curtailment of defined benefit plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,039
    )Total operating expenses
    
    
    17,880
    
    
    
    16,439
    
    
    
    33,624
    
    
    
    27,506Income from operations
    
    
    4,547
    
    
    
    3,902
    
    
    
    18,352
    
    
    
    20,775Interest expense, net
    
    
    233
    
    
    
    290
    
    
    
    584
    
    
    
    571Other
    
    
    
    
    
    
    112
    
    
    
    
    
    
    
    82Income before income taxes
    
    
    4,314
    
    
    
    3,500
    
    
    
    17,768
    
    
    
    20,122Income taxes
    
    
    1,640
    
    
    
    1,470
    
    
    
    6,752
    
    
    
    8,451Net income
    
    $
    2,674
    
    
    $
    2,030
    
    
    $
    11,016
    
    
    $
    11,671Earnings per share:Basic
    
    $
    0.17
    
    
    $
    0.13
    
    
    $
    0.69
    
    
    $
    0.74Diluted
    
    $
    0.17
    
    
    $
    0.13
    
    
    $
    0.69
    
    
    $
    0.74Shares used to compute earnings per share:Basic
    
    
    16,044
    
    
    
    15,772
    
    
    
    16,019
    
    
    
    15,755Diluted
    
    
    16,101
    
    
    
    15,772
    
    
    
    16,048
    
    
    
    15,755
  5




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##### Table of Contents



DIAMOND FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Six Months Ended January 31,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    11,016
    
    
    $
    11,671Adjustments to reconcile net income
to net cash (used in) provided by operating activities:Depreciation and amortization
    
    
    3,138
    
    
    
    3,724Deferred income taxes
    
    
    
    
    
    
    1,222Gain on curtailment of defined benefit plan
    
    
    
    
    
    
    (3,039
    )Tax benefit related to stock-based compensation
    
    
    21
    
    
    
    Excess tax benefit from ESPP and stock option transactions
    
    
    (21
    )
    
    
    Stock-based compensation
    
    
    3,099
    
    
    
    2,612Gain on sale of property held for sale
    
    
    
    
    
    
    (1,193
    )Loss on disposal of property, plant and equipment
    
    
    
    
    
    
    6Gain (loss) on foreign currency
    
    
    (3
    )
    
    
    36Changes in assets and liabilities:Trade receivables
    
    
    17,955
    
    
    
    13,945Inventories
    
    
    (65,114
    )
    
    
    (67,517
    )Prepaid expenses and other current assets
    
    
    1,845
    
    
    
    3,182Other assets
    
    
    (509
    )
    
    
    328Accounts payable and accrued liabilities
    
    
    9,829
    
    
    
    1,862Payable to growers
    
    
    48,438
    
    
    
    24,136Other liabilities
    
    
    34
    
    
    
    168Net cash (used in) provided by operating activities
    
    
    29,728
    
    
    
    (8,857
    )CASH FLOWS FROM INVESTING ACTIVITIES:Net proceeds from sale of property held for sale
    
    
    
    
    
    
    2,927Purchases of property, plant and equipment
    
    
    (3,758
    )
    
    
    (4,320
    )Payment of Harmony acquisition costs
    
    
    
    
    
    
    (97
    )Net cash used in investing activities
    
    
    (3,758
    )
    
    
    (1,490
    )CASH FLOWS FROM FINANCING ACTIVITIES:Payment on long-term debt
    
    
    (102
    )
    
    
    Issuance of common stock under stock plans
    
    
    211
    
    
    
    387Dividends paid
    
    
    (1,440
    )
    
    
    (946
    )Stock options exercised
    
    
    700
    
    
    
    514Excess tax benefit from ESPP and stock option transactions
    
    
    21
    
    
    
    Purchase of treasury stock
    
    
    (152
    )
    
    
    (201
    )Net cash used in financing activities
    
    
    (762
    )
    
    
    (246
    )Net increase (decrease) in cash and cash equivalents
    
    
    25,208
    
    
    
    (10,593
    )Cash and cash equivalents:Beginning of period
    
    
    33,755
    
    
    
    35,614End of period
    
    $
    58,963
    
    
    $
    25,021Supplemental disclosure of cash flow information:Cash paid during the period for:Interest
    
    $
    706
    
    
    $
    698Income taxes
    
    
    272
    
    
    
    3,844Non-cash investing activity:Accrued capital expenditures
    
    
    131
    
    
    
    2
  6




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##### Table of Contents



DIAMOND FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended January 31, 2008 and 2007
(In thousands, except share and per share information)
 (1) Organization and Basis of Presentation
    (2) Recent Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets
and Financial Liabilities  Including an amendment of FASB Statement No. 115
 Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards
 (3) Stock Plan Information
  7




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Share-Based Payment. Accounting for Stock Issued to
Employees Accounting for Stock-Based Compensation-Transition and
Disclosure, an amendment of FASB Statement No. 123
 Accounting for Stock-Based Compensation
 Three Months
    
    
    Six MonthsEnded January 31,
    
    
    Ended January 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income, as reported
    
    $
    2,674
    
    
    $
    2,030
    
    
    $
    11,016
    
    
    $
    11,671Total stock-based compensation expense recorded in the statement
of operations, net of related tax effects
    
    
    949
    
    
    
    785
    
    
    
    1,922
    
    
    
    1,515Total stock-based compensation expense determined under fair
value based method for all awards, net of related tax effects
    
    
    (1,205
    )
    
    
    (1,046
    )
    
    
    (2,438
    )
    
    
    (2,042
    )Pro forma net income
    
    $
    2,418
    
    
    $
    1,769
    
    
    $
    10,500
    
    
    $
    11,144Net income per common equivalent share:Basic  as reported
    
    $
    0.17
    
    
    $
    0.13
    
    
    $
    0.69
    
    
    $
    0.74Basic  pro forma
    
    $
    0.15
    
    
    $
    0.11
    
    
    $
    0.66
    
    
    $
    0.71Diluted  as reported
    
    $
    0.17
    
    
    $
    0.13
    
    
    $
    0.69
    
    
    $
    0.74Diluted  pro forma
    
    $
    0.15
    
    
    $
    0.11
    
    
    $
    0.65
    
    
    $
    0.71
 Stock Option Awards:
 Three Months
    
    Six MonthsEnded January 31,
    
    Ended January 31,2008
    
    2007
    
    2008
    
    2007Average expected life, in years
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    6Expected volatility
    
    
    30.00
    %
    
    
    30.00
    %
    
    
    30.00
    %
    
    
    30.00
    %Risk-free interest rate
    
    
    3.98
    %
    
    
    4.65
    %
    
    
    4.28
    %
    
    
    4.70
    %Dividend rate
    
    
    0.91
    %
    
    
    0.68
    %
    
    
    0.94
    %
    
    
    0.74
    %
 8




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Weighted averageWeighted average
    
    remaining
    
    Aggregate intrinsicNumber of Shares
    
    exercise price per
    
    contractual life (in
    
    value (in(in thousands)
    
    share
    
    years)
    
    thousands)Outstanding at July 31, 2007
    
    
    1,621
    
    
    $
    17.37
    
    
    
    
    
    
    
    $   Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (41
    )
    
    
    17.05
    
    
    
    
    
    
    
    Cancelled
    
    
    (14
    )
    
    
    17.57
    
    
    
    
    
    
    
    Outstanding at January 31, 2008
    
    
    1,566
    
    
    
    17.38
    
    
    
    7.8
    
    
    
    2,897Exerciseable at January 31, 2008
    
    
    1,078
    
    
    
    17.33
    
    
    
    7.7
    
    
    
    2,035
   WeightedNumber of
    
    average grantShares
    
    date fair value(in thousands)
    
    per shareNonvested at July 31, 2007
    
    
    744
    
    
    $
    5.89Granted
    
    
    
    
    
    
    Vested
    
    
    (248
    )
    
    
    5.87Cancelled
    
    
    (8
    )
    
    
    5.87Nonvested at January 31, 2008
    
    
    488
    
    
    
    5.90
  Restricted Stock Awards:
 WeightedNumber of
    
    average grantShares
    
    date fair value(in thousands)
    
    per shareOutstanding at July 31, 2007
    
    
    310
    
    
    $
    17.50Granted
    
    
    245
    
    
    
    17.48Vested
    
    
    (26
    )
    
    
    20.31Cancelled
    
    
    (5
    )
    
    
    17.63Outstanding at January 31, 2008
    
    
    524
    
    
    
    17.35
   9




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##### Table of Contents



Employee Stock Purchase Plan:
 Three Months Ended January 31,2008
    
    2007Average expected life, in years
    
    
    0.75
    
    
    
    0.75Expected volatility
    
    
    30.00
    %
    
    
    30.00
    %Risk-free interest rate
    
    
    4.59
    %
    
    
    4.65
    %Dividend rate
    
    
    0.77
    %
    
    
    0.68
    %
 (4) Earnings Per Share
  (5) Balance
Sheet Items
  January 31,
    
    
    July 31,2008
    
    
    2007Raw materials and supplies
    
    $
    102,103
    
    
    $
    19,653Work in process
    
    
    13,354
    
    
    
    14,043Finished goods
    
    
    40,276
    
    
    
    56,923Total
    
    $
    155,733
    
    
    $
    90,619
  January 31,
    
    
    July 31,2008
    
    
    2007Accounts payable
    
    $
    19,766
    
    
    $
    15,151Accrued salaries and benefits
    
    
    4,180
    
    
    
    4,082Accrued promotion
    
    
    6,728
    
    
    
    5,882Income taxes payable
    
    
    4,609
    
    
    
    Accrued other
    
    
    889
    
    
    
    1,191Current portion of long-term obligations
    
    
    144
    
    
    
    162Total
    
    $
    36,316
    
    
    $
    26,468
 (6) Credit Facilities
  10




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(7) Retirement Plans
   Pension Benefits
    
    
    Other BenefitsThree Months ended
    
    
    Six Months ended
    
    
    Three Months ended
    
    
    Six Months endedJanuary, 31
    
    
    January, 31
    
    
    January, 31
    
    
    January, 312008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    164
    
    
    $
    240
    
    
    $
    328
    
    
    $
    808
    
    
    $
    26
    
    
    $
    28
    
    
    $
    51
    
    
    $
    57Interest cost
    
    
    240
    
    
    
    442
    
    
    
    481
    
    
    
    919
    
    
    
    69
    
    
    
    78
    
    
    
    139
    
    
    
    155Expected return on plan assets
    
    
    (287
    )
    
    
    (578
    )
    
    
    (574
    )
    
    
    (1,144
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    6
    
    
    
    4
    
    
    
    13
    
    
    
    (67
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of net loss
    
    
    2
    
    
    
    105
    
    
    
    3
    
    
    
    258
    
    
    
    (133
    )
    
    
    (114
    )
    
    
    (265
    )
    
    
    (227
    )Net periodic benefit cost / (income)
    
    
    125
    
    
    
    213
    
    
    
    251
    
    
    
    774
    
    
    
    (38
    )
    
    
    (8
    )
    
    
    (75
    )
    
    
    (15
    )Gain on curtailment of defined benefit plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,039
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total benefit cost / (income)
    
    $
    125
    
    
    $
    213
    
    
    $
    251
    
    
    $
    (2,265
    )
    
    $
    (38
    )
    
    $
    (8
    )
    
    $
    (75
    )
    
    $
    (15
    )
 Termination of Defined Benefit Plan
  Defined Contribution Plan
  11




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##### Table of Contents



(8) Restructuring and Other Costs, Net
  (9) Income Taxes
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
   Tax Year
    
    Taxing Jurisdiction2006
    
    Federal and States2005
    
    Federal and States2004
    
    Federal and States2003
    
    Federal and States2002
    
    California
 (10) Contingencies
   
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
  12




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Critical Accounting Policies
  Revenue
Recognition.
 Inventories.
  Valuation of Long-lived and Intangible Assets and Goodwill. Accounting for the Impairment or Disposal of
Long-lived Assets Goodwill and Other Intangible Assets
  13




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##### Table of Contents



Employee Benefits.
 Income Taxes. Accounting for
Income Taxes Accounting for Income
Taxes
 Accounting for Stock-Based Compensation. Share-Based Payment
 Results of Operations
   Three Months ended
    
    
    
    
    
    Six Months endedJanuary 31,
    
    % Change from
    
    January 31,
    
    % Change from2008
    
    2007
    
    2007 to 2008
    
    2008
    
    2007
    
    2007 to 2008North American Retail (1)
    
    $
    102,652
    
    
    $
    100,972
    
    
    
    1.7
    %
    
    $
    224,717
    
    
    $
    211,641
    
    
    
    6.2
    %International
    
    
    17,878
    
    
    
    24,267
    
    
    
    -26.3
    %
    
    
    64,339
    
    
    
    60,248
    
    
    
    6.8
    %North American Ingredient/Food Service
    
    
    12,633
    
    
    
    17,606
    
    
    
    -28.2
    %
    
    
    27,885
    
    
    
    39,775
    
    
    
    -29.9
    %Other
    
    
    635
    
    
    
    777
    
    
    
    -18.3
    %
    
    
    1,394
    
    
    
    1,470
    
    
    
    -5.2
    %Total
    
    $
    133,798
    
    
    $
    143,622
    
    
    
    -6.8
    %
    
    $
    318,335
    
    
    $
    313,134
    
    
    
    1.7
    %
 
 (1)
    
    North American Retail represents sales of our culinary, snack and in-shell nuts in North
America.  14




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##### Table of Contents



Three Months ended
    
    Six Months endedJanuary 31,
    
    January 31,2008
    
    2007
    
    2008
    
    2007Walnuts
    
    
    59.3
    %
    
    
    55.6
    %
    
    
    61.3
    %
    
    
    58.9
    %Other nuts
    
    
    40.7
    %
    
    
    44.4
    %
    
    
    38.7
    %
    
    
    41.1
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
  Gross profit.
 Selling, General and Administrative.
 Advertising.
 Gain on Curtailment of Defined Benefit Plan
 Income Taxes.
 Liquidity and Capital Resources
   15




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##### Table of Contents



Contractual Obligations and Commitments
  Payments Due by PeriodLess than
    
    13
    
    35
    
    More thanTotal
    
    1 Year (c)
    
    Years
    
    Years
    
    5 YearsLong-term obligation (a)
    
    $
    20.3
    
    
    $
    0.1
    
    
    $
    8.2
    
    
    $
    8.0
    
    
    $
    4.0Interest on long-term obligations
    
    
    5.7
    
    
    
    0.7
    
    
    
    3.8
    
    
    
    1.1
    
    
    
    0.1Operating leases
    
    
    12.9
    
    
    
    1.0
    
    
    
    3.9
    
    
    
    3.7
    
    
    
    4.3Purchase commitments (b)
    
    
    2.2
    
    
    
    2.2
    
    
    
    
    
    
    
    
    
    
    
    Other long-term liabilities (d)
    
    
    6.7
    
    
    
    0.1
    
    
    
    0.5
    
    
    
    0.6
    
    
    
    5.5Total
    
    $
    47.8
    
    
    $
    4.1
    
    
    $
    16.4
    
    
    $
    13.4
    
    
    $
    13.9
 
 (a)
    
    Excludes $2.1 million in letters of credit outstanding related to normal business
transactions.(b)
    
    Commitments to purchase equipment. Excludes purchase commitments under Walnut Purchase
Agreements.(c)
    
    Represents obligations and commitments for the remaining six months of fiscal 2008.(d)
    
    Excludes $0.4 million in deferred rent liabilities and
$0.2 million of non-current FIN 48
tax
liabilities. Effects of Inflation
  16




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##### Table of Contents



Recent Accounting Pronouncements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
    17




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Total number of
    
    
    Approximate DollarTotal number
    
    
    Average price
    
    
    shares repurchased as
    
    
    value of sharesof shares
    
    
    paid per
    
    
    part of publicly
    
    
    that may yet be purchasedPeriod
    
    repurchased (1)
    
    
    share
    
    
    announced plans
    
    
    under the plansRepurchases from January 1
through January 31, 2008
    
    
    8,481
    
    
    $
    18.02
    
    
    
    
    
    
    
    Total
    
    
    8,481
    
    
    $
    18.02
    
    
    
    
    
    
    
    
 
 (1)
    
    All of the shares in the table above were originally granted to employees as restricted stock
pursuant to our 2005 Equity Incentive Plan (EIP). Pursuant to the EIP, all of the shares
reflected above were relinquished by employees in exchange for Diamonds agreement to pay
federal and state withholding obligations resulting from the vesting of the restricted stock.
The repurchases reflected above were not made pursuant to a publicly announced plan. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  Filed with this
    
    Incorporated by referenceNumber
    
    Exhibit Title
    
    10-Q
    
    Form
    
    File No.
    
    Date Filed10.01
    
    Offer Letter between Steven Neil and Diamond Foods, Inc.
    
    X10.02
    
    Separation Agreement and Release of Claims between Seth Halio
and Diamond
    
    X
 18




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##### Table of Contents



Filed with this
    
    Incorporated by referenceNumber
    
    Exhibit Title
    
    10-Q
    
    Form
    
    File No.
    
    Date FiledFoods, Inc.31.01
    
    Certification of Chief Executive Officer pursuant to Exchange
Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
    
    X31.02
    
    Certification of Chief Financial Officer pursuant to Exchange
Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
    
    X32.01
    
    Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    X
 19




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##### Table of Contents



SIGNATURES
  DIAMOND FOODS, INC.Date: March 11, 2008
    By:
    /s/ Steven M. NeilSteven M. NeilChief Financial and Administrative Officer and duly
authorized officer 20